Nutriband Inc 2025年度报告

AMENDMENT NO. 1 TO FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2026 or ☐TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission file number 000-40854 NUTRIBAND INC.(Exact name of registrant as specified in its charter) 121 South Orange Ave., Suite 1500, Orlando, FL32801(Address of principal executive offices)(Zip Code) Registrant’s telephone number, including area code: (407) 377-6695 Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.☐ Note - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the ExchangeAct from their obligations under those Sections. Indicate by check mark whether the registrant (1) 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 and post 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 definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Smaller reporting company☒Emerging growth company☒ 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 has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ * * * EXPLANATORY NOTE NUTRIBAND EXECUTIVE CLAWBACK POLICY The Company is filing this Amendment No. 1 to its Form 10-K for the fiscal year ended January 31, 2026 (the “2026 10-K”) to file thePolicy Relating to Recovery of Erroneously Awarded Compensation (the ‘Clawback Policy’) as Exhibit 97.1 to the 2026 10-K, whichwas omitted from the original filing. The Company adopted the Clawback Policy on January 24, 2026, in compliance with applicableNASDAQ listing standards and SEC Rule 10D-1, but failed to include the policy as an exhibit in the original filing of the 2026 10-K.This Amendment to Item 15 of the Company’s 2026 10-K doesnot reflect events occurring after the filing of the original 202610-Kor modify orupdatethe disclosure contained therein inanyway other than to reflect the adoption of the Clawback Policy. PART IV ExhibitNumberDescription1.1[Reserved]3.1AArticles of Incorporation.(1)3.1BAmendment to Articles of Incorporation, filed May 12, 2016.(1)3.1Certificate of Amendment filed January 21, 2020. (Filed as Exhibit 3.1 to the Company’s Current Reporton Form 8-K,filed January 27, 2020).3.1CCertificate of Change, filed with the Nevada Secretary of State on August 4, 2022.(13)3.1DAmendment to Articles of Incorporation, filed with the Nevada Secretary of State on July 16, 2025.(21)3.2By-laws(1)3.2BAmended and Restated By-Laws adopted January 21, 2022.(12)4.3Securities purchase agreement dated October 29, 2019 among the Company, Jefferson Street Capital LLCand PlatinumPoint Capital LLC(6)4.4Form of convertible 6% promissory note issued pursuant to Exhibit