Nutriband Inc. 美股招股说明书（2026年2月13日版）

Warrants to Purchase Shares of Common Stock On October 5, 2021, the Company consummated a public offering 1,232,000 Units, at $5.36 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 1,232,000 warrants(the “Warrants”) to purchase 1,232.000 shares of common stock at an original exercise price of $7.50 per share, which has been split - Of the 1,232,000 Warrants issued in the public offering, 910,904 warrants are outstanding as of February 11, 2026. The Warrants aretraded on the NASDAQ Capital Market under the symbol “NTRBW. On February 11, 2026, the last reported sale price of our commonstock was $4.39 per share, and the last reported sale price for the Warrants was $1.55 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 505,8961 shares of common stock have been exercised, leaving Warrants to purchase an aggregate of an 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 Securities 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 February 12, 2026 NUTRIBAND INC. NUTRIBAND INC. PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS Certain information and footnote disclosures required under accounting principles generally accepted in the United States of Americahave been condensed or omitted from the following financial statements pursuant to the rules and regulations of the Securities and The results of operations for the three and nine months ended October 31, 2025, and 2024 are not necessarily indicative of the resultsfor the entire fiscal year or for any other period. NUTRIBAND INC. AND SUBSIDIARIESNotes to Unaudited Consolidated Financial Statementsas of and for the Nine Months Ended October 31, 2025 and 2024 1.ORGANIZATION AND DESCRIPTION OF BUSINESS Organization Nutriband Inc. (the “Company”) is a Nevada corporation, incorporated on January 4, 2016. In January 2016, the Companyacquired Nutriband Ltd, an Irish company which was formed by the Company’s chief executive officer in 2012 to enter the healthand wellness market by marketing transdermal patches. References to the Company relate to the Company and its subsidiaries On August 1, 2018, the Company acquired 4P Therapeutics LLC (“4P Therapeutics”) for $2,250,000, consisting of 250,000 sharesof common stock, valued at $1,850,000, and $400,000, and a royalty of 6% on all revenue generated by the Company from theabuse deterrent intellectual property that had been developed by 4P Therapeutics payable to the former owner of 4P Therapeutics.The former owner of 4P Therapeutics was a director of the Company from April 2018, when the Company entered into an 4P Therapeutics is engaged in the development of transdermal pharmaceutical products. With the acquisition of 4P Therapeutics,4P Therapeutics’ drug development business became the Company’s principal business. The primary focus of the business is toincorporate the Company’s Aversa abuse deterrent technology into transdermal patches containing already approved drugs. On August 25, 2020, the Company formed Pocono Pharmaceuticals Inc. (“Pocono Pharmaceuticals”), a wholly owned subsidiaryof the Company. On August 31, 2020, the Company acquired certain assets and liabilities associated with the Transdermal,Topical, Cosmetic, and Nutraceutical businesses of Pocono Coated Products LLC (“PCP”). The net assets were contributed toPocono Pharmaceuticals. Included in the transaction, Pocono Pharmaceuticals also acquired 100% of the membership interests of Pocono Pharmaceuticals is a coated products contract development and manufacturing organization that supports their customerswith product design, development and manufacturing services. Pocono Pharmaceuticals has specialized expertise and state-of-the- 2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Unaudited Financial Statements The consolidated balance sheet as of October 31, 2025, and the consolidated statements of operations, stockholders’ equity, andcash flows for the periods presented have been prepared by the Company and are unaudited. In the opinion of management, alladjustments (consisting solely of normal recurring adjustments) to prepare fairly the financial position, results of operations,changes in stockholders’ equity and cash flows for all periods presented have been made. The results for