Nutriband Inc美股招股说明书(2025-10-20版)

NUTRIBAND INC. Warrants to Purchase 910,904 Shares of Common Stock On October 5, 2021, the Company consummated a public offering of 1,056,00 Units, at $6.25 per Unit, each Unit consisting of oneshare of common stock and a Warrant to purchase one share of common at an original exercise price of $7.50. the 1,056,000 warrants(the “Warrants”) to purchase 1,056,000 shares of common stock at an original exercise price of $7.50 per share, which has been split -adjusted to reduce the original exercise price to $6.43 per share. Of the Warrants issued in the public offering, 910,904 Warrants are outstanding as of _October 19, 2025. The Warrants are traded onthe NASDAQ Capital Market under the symbol “NTRBW. On October 17, 2025, the last reported sale price of our common stock was$7.48 per share, and the last reported sale price for the Warrants $2.50 per share. Each Warrant is immediately exercisable and entitles the holder to purchase a share of common stock at a price of $6.43 per share.Warrants to purchase 505,956 shares of common stock have been exercised, leaving Warrants to purchase an aggregate of 910,904shares outstanding as October 20, 2025. This prospectus supplement incorporates into the Post-Effective Amendment No. 7 Prospectus the information (other than informationthat is furnished and not deemed filed) contained in our attached: Quarterly Report on Form 10-Q, which was filed with the Securitiesand Exchange Commission on September 9, 2025. We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012, and as such, we haveelected to take advantage of certain reduced public company reporting requirements for this prospectus and future filings. See “RiskFactors” and “Prospectus Summary —Implications of Being an Emerging Growth Company.” Investing in our common stock involves risks. See “Risk Factors” beginning on page 3 of the Prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus supplement is October 20, 2025 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR Commission File Number 000-55654 NUTRIBAND INC.(Exact name of registrant as specified in its charter) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ The number of shares outstanding of the issuer’s common stock, par value $0.001 per share, was 12,034,883 shares as of September 8,2025. NUTRIBAND INC. INDEX Page No.Part I: Financial Information1Item 1Financial Statements1Condensed Consolidated Balance Sheets as of July 31, 2025 (unaudited) and January 31, 2025.2Condensed Consolidated Statements of Operations for the three months ended July 31, 2025 and 2024(unaudited),3Consolidated Statements of Stockholders’ Equity for the three months ended July 31, 2025 and 2024(unaudited)4Condensed Consolidated Statements of Cash Flows for the three months ended July 31, 2025, and 2024(unaudited)6Notes to Unaudited Condensed Consolidated Financial Statements7Item 2Management’s Discussion and Analysis of Financial Condition and Results of Operations21Item 3Quantitative and Qualitative Disclosures about Market Risk24Item 4Controls and Procedures24Part II: Other Information25Item 1.Legal Proceedings25Item 1ARisk Factors25Item 5Other Information27Item 6Exhibits27 NUTRIBAND INC. PART I. FIN