Financial Analysis

11. COMMITMENTS AND CONTINGENCIES Employment Agreements The Company entered into three-year employment agreements with Gareth Sheridan, our CEO, and Serguei Melnik, our President, effective February 1, 2022. The agreement also provides that the executives will continue as directors and officers of the Company for the respective terms thereof. The agreement provides for an initial term, commencing on the effective date of the agreement and ending on January 31, 2025, and continuing on a year-to-year basis thereafter unless terminated by either party on not less than 30 days notice given prior to the expiration of the initial term or any one-year extension. For their services to the Company during the term of the agreement, Mr. Sheridan and Mr. Melnik will receive an annual salary of $250,000 per annum, commencing on the effective date of the agreement. Mr. Sheridan and Mr. Melnik will also receive a performance bonus of 3.5% of net income before income taxes. As of July 31, 2022, the Company and Mr. Sheridan and Mr. Melnik mutually agreed to reduce their annual salary to $150,000. These agreements, and the employment of Mr. Goodman, automatically renew for one-year terms following expiration of the initial three-year terms and each successive one-year term. The Company entered into a three-year employment agreement with Gerald Goodman, our CFO, effective February 1, 2022. The agreement provides for an initial term, commencing on the effective date of the agreement and ending o …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

4. NOTES PAYABLE Notes Payable Active Intelligence, entered into an agreement with the Carolina Small Business Development Fund for a line of credit of $160,000 due October 16, 2028, with interest of 5% per year. The amount assumed was $139,184. The loan requires monthly payments of principal and interest of $1,697. During the year ended January 31, 2026, the Company made $16,954 of principal payments. As of January 31, 2026, the amount due was $52,178, of which $17,541 is current. As of January 31, 2025, the amount due was $69,132. On April 3, 2022, the Company entered into a retail installment agreement for the purchase of an automobile. The contract price was $32,274, of which $22,795 was financed. The agreement is for five years bearing interest at 2.95% per annum with payments of $410 per month. The loan is secured by automobile. As of January 31, 2026, the amount due was $6,026, of which $4,802 is current. As of January 31, 2025, the amount due was $10,689. Note payable-related party. On July 17, 2023, the Company entered an amended Credit Line Note agreement, for an increased $5,000,000 credit line facility to the Company entered on March 17, 2023. Outstanding advances under the Note bears interest at 7% per annum. The promissory note is due and payable in full on July 13, 2026. Interest is payable annually on December 31 of each year during the term of the note. The Company received advances of $300,000 during the nine months ended October 31, 2024. On May 15, 2024, t …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

The Company disaggregates its revenue from contracts with customers by type and by geographical location. See the tables: Years Ending January 31, 2026 2025 Revenue by type: Sale of goods $ 2,036,651 $ 2,139,537 Services - - Total $ 2,036,651 $ 2,139,537

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5. INCOME TAXES The Company adopted the provisions of ASC 740, Income Taxes (ASC 740). As a result of the implementation of ASC 740, the Company recognized no adjustment in the net liability for unrecognized income tax benefits. The Company believes there are no potential uncertain tax positions, and all tax returns are correct as filed. Should the Company recognize a liability for uncertain tax positions, the Company will separately recognize the liability for uncertain tax positions on its balance sheet. Included in any liability or uncertain tax positions, the Company will also set up a liability for interest and penalties. The Companys policy is to recognize interest and penalties related to uncertain tax positions as a component of the current provision for income taxes. There is no U.S. tax provision due to losses from U.S. operations for the years ending January 31, 2026 and 2025. Deferred income taxes are provided for the temporary differences between the financial reporting and tax basis of the Companys assets and liabilities. The principal item giving rise to deferred taxes is the net operating loss carryforward in the U.S. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company has set up a valuation allowance for losses for certain carryforwards that it believes may not be realized. The Provision for income taxes consists of the following: Years Ending January 31, 2026 2025 Current Federa …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

Recent Accounting Standards The Company has reviewed all other FASB-issued ASU accounting pronouncements and interpretations thereof that have effective dates during the period reported and in future periods. The Company has carefully considered the new pronouncements that alter previous GAAP and does not believe that any new or modified principles will have a material impact on the Companys reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of the Companys financial management and certain standards are under consideration. …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

7. RELATED PARTY TRANSACTIONS Activity during the year ended January 31, 2026 a) During the year ended January 31, 2026, a director of the Company and a related party exercised warrants and were issued 311, 041 and 160,000 shares of common stock, respectively. b) During the year ended January 31, 2026, 454,814 options to purchase common shares of the Company were issued to executive officers and employees exercisable at prices of $5.47- $6.85 per share. The options vest immediately and expire three years from the date of issuance. The fair value of the options issued for services amounted to $1,383,732. c) In October 2025, the Companys President and CFO exercised employee stock options, and the Company issued 140,000 shares of common stock. Activity during the year ended January 31, 2025 a) During the year ended January 31, 2024, options to purchase 689,584 shares of common stock to executives and employees of the Company at a price of $2.37 and $8.08 per share. The options vest immediately and expire in three years. The fair value of the options issued amounted to $1,408,935 and was expensed during the year ended January 31, 2025. b) On April 19, 2024, the Company completed an $8,400,000 equity financing with European investors which included related parties. The two related parties invested a total of $7,120,000 and received 1,780,000 shares of common stock and warrants to purchase 3,560,000 shares of common stock at $6.43 per share. One related party, a director of the Com …

RelatedPartyTransactionsDisclosureTextBlock · excerpt; the full note is in the filing

10. SEGMENT REPORTING We organize and manage our business by the following two segments which meet the definition of reportable segments under ASC 280-10, Segment Reporting: Sales of Goods and Services. These segments are based on the customer type of products or services provided and are the same as our business units. Separate financial information is available and regularly reviewed by our chief operating decision maker (CODM), who is our chief executive officer , in making resource allocation decisions for our segments. Our CODM evaluates segment performance to the GAAP measure of gross profit. Years Ending January 31, 2026 2025 Net Sales Pocono Pharmaceuticals $ 2,036,651 $ 2,139,537 4P Therapeutics - - 2,036,651 2,139,537 Gross Profit Pocono Pharmaceuticals 566,308 743,317 4P Therapeutics - - 566,308 743,317 Operating Expense Selling, general and administrative - Pocono Pharmaceuticals 594,676 661,805 Selling, general and administrative - 4P Therapeutics 218,003 136,294 Selling, general and administrative - Corporate 6,180,461 3,515,711 Goodwill and intangibles impairment - 3,595,216 Research and development - 4P Therapeutics 1,891,129 3,119,134 8,884,269 11,028,160 Depreciation and Amortization Pocono Pharmaceuticals $ 156,727 $ 235,941 Corporate - 12,043 4P Therapeutics 37,070 37,070 $ 193,797 $ 285,054 The following table presents information about net sales and property and equipment, net of accumulated depreciation, in the United States and elsewhere. Years Ending …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Going Concern Assessment Management assesses liquidity and going concern uncertainty in the Companys financial statements to determine whether there is sufficient cash on hand and working capital, including available borrowings on loans, to operate for a period of at least one year from the date the consolidated financial statements are issued or available to be issued, which is referred to as the look-forward period, as defined in GAAP. As part of this assessment, based on conditions that are known and reasonably knowable to management, management will consider various scenarios, forecasts, projections, estimates and will make certain key assumptions, including timing and nature of projected cash expenditures or programs, its ability to delay or curtail expenditures or programs and its ability to raise additional capital, if necessary, among other factors. Based on this assessment, as necessary or applicable, management makes certain assumptions around implementing curtailments or delays in the nature and timing of programs and expenditures to the extent it deems probable those implementations can be achieved, and management has the proper authority to execute them within the look-forward period. As of January 31, 2026, the Company had cash and cash equivalents of $4,574,857 and working capital of $4,204,437. For the year ended January 31, 2026, the Company incurred a net loss from operations of $8,317,961 and used cash flow from …

SignificantAccountingPoliciesTextBlock · excerpt; the full note is in the filing

8. STOCKHOLDERS EQUITY Preferred Stock On January 15, 2016, the board of directors of the Company approved a certificate of amendment to the articles of incorporation and changed the authorized capital stock of the Company to include and authorize 10,000,000 shares of Preferred Stock, par value $0.001 per share. On July 9,2025, the board of directors created a series of non-voting preferred stock consisting initially of shares designated as the Series A Convertible Preferred Stock (the the Series A Preferred Stock). The terms of the Series A Preferred Stock provide that, following the date of the approval for commercial sale by the Federal Drug Administration of the Companys transdermal pharmaceutical products that are based on the Companys AVERSA abuse deterrent technology, each share of Series A Preferred Stock will be convertible at the option of the holder into one share of Common Stock. The holders of Series A Preferred Stock that do not convert their shares shall be eligible for dividends as declared by the board of directors for those holders of the Series A Preferred Stock, and the Series A Preferred Stock is also eligible for dividends declared by the board of directors on the class of common stock. The Company authorized on July 9, 2025, a preferred stock dividend to be issued by the Company to all shareholders on the basis of one share of Series A Preferred stock issued for each four shares of common stock owned by the holder. The record date for the dividend was J …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing

12. SUBSEQUENT EVENTS (a) On February 13, 2026, the Companys Board of Directors approved the termination immediately of the Companys agreement for the sale of its subsidiary, Pocono Pharmaceuticals, Inc., to Earth Vision Bio Inc., due to the purchasers failure to pay applicable late fees under the purchase agreement for their not closing on the December 31, 2025 closing date under the purchase agreement. The Company received $30,000 in late fees but have not received any further payments since January 21, 2026. The contract was agreed upon in December 2025 for a total purchase price of $5 million. …

SubsequentEventsTextBlock · excerpt; the full note is in the filing

10. COMMITMENTS AND CONTINGENCIES Employment Agreements The Company entered into three-year employment agreements with Gareth Sheridan, our CEO, and Serguei Melnik, our President, effective February 1, 2022. The agreement also provides that the executives will continue as directors and officers of the Company for the respective terms thereof. The agreement provides for an initial term, commencing on the effective date of the agreement and ending on January 31, 2025, and continuing on a year-to-year basis thereafter unless terminated by either party on not less than 30 days notice given prior to the expiration of the initial term or any one-year extension. For their services to the Company during the term of the agreement, Mr. Sheridan and Mr. Melnik will receive an annual salary of $250,000 per annum, commencing on the effective date of the agreement. Mr. Sheridan and Mr. Melnik will also receive a performance bonus of 3.5% of net income before income taxes. As of July 31, 2022, the Company and Mr. Sheridan and Mr. Melnik mutually agreed to reduce their annual salary to $150,000. These agreements, and the employment of Mr. Goodman, automatically renew for one-year terms following expiration of the initial three-year terms and each successive one-year term. The Company entered into a three-year employment agreement with Gerald Goodman, our CFO, effective February 1, 2022. The agreement provides for an initial term, commencing on the effective date of the agreement and ending o …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

4. NOTES PAYABLE Notes Payable Active Intelligence, entered into an agreement with the Carolina Small Business Development Fund for a line of credit of $160,000 due October 16, 2028, with interest of 5% per year. The amount assumed was $139,184. The loan requires monthly payments of principal and interest of $1,697. During the three months ended April 30, 2026, the Company made $4,380 of principal payments. As of April 30, 2026, the amount due was $47,798, of which $17,973 is current. As of January 31, 2026, the amount due was $52,178. On April 3, 2022, the Company entered into a retail installment agreement for the purchase of an automobile. The contract price was $32,274, of which $22,795 was financed. The agreement is for five years bearing interest at 2.95% per annum with payments of $410 per month. The loan is secured by automobile. As of April 30, 2026, the amount due was $4,837, all of which is current. As of January 31, 2026, the amount due was $6,026. Note payable-related party. On July 17, 2023, the Company entered an amended Credit Line Note agreement, for an increased $5,000,000 credit line facility to the Company entered on March 17, 2023. Outstanding advances under the Note bears interest at 7% per annum. The promissory note is due and payable in full on March 19, 2026. Interest is payable annually on December 31 of each year during the term of the note. The Company received advances of $300,000 during the nine months ended October 31, 2024. On May 15, 2024, the …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

The Company disaggregates its revenue from contracts with customers by type and by geographical location. See the tables: Three Months Ending April 30, 2026 2025 Revenue by type: Sale of goods $ 433,399 $ 667,432 Services - - Total $ 433,399 $ 667,432

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Recent Accounting Standards The Company has reviewed all other FASB-issued ASU accounting pronouncements and interpretations thereof that have effective dates during the period reported and in future periods. The Company has carefully considered the new pronouncements that alter previous GAAP and does not believe that any new or modified principles will have a material impact on the Companys reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of the Companys financial management and certain standards are under consideration. …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

6. RELATED PARTY TRANSACTIONS Activity during the three months ended April 30, 2026 a) During the three months ended April 30, 2026, a director of the Company and a related party were issued warrants to purchase 206,080 shares of common stock at an exercise price of $3.73 per share. Activity during the three months ended April 30, 2025 a) There were no related party transactions during the three months ended April 30, 2025.

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9 SEGMENT REPORTING We organize and manage our business by the following two segments which meet the definition of reportable segments under ASC280-10, Segment Reporting: Sales of Goods and Services. These segments are based on the customer type of products or services provided and are the same as our business units. Separate financial information is available and regularly reviewed by our chief officer- decision maker, who is our chief executive officer , in making resource allocation decisions for our segments. Our chief officer decision maker evaluates segment performance to the GAAP measure of gross profit. Three Months Ending April 30, 2026 2025 Net Sales Pocono Pharmaceuticals $ 433,399 $ 667,432 4P Therapeutics - - Total 433,399 667,432 Gross Profit Pocono Pharmaceuticals 196,801 251,981 4P Therapeutics - - Total 196,801 251,981 Operating Expense Selling, general and administrative - Pocono Pharmaceuticals 156,788 151,528 Selling, general and administrative - 4P Therapeutics 6,483 19,999 Selling, general and administrative - Corporate 1,049,734 810,525 Goodwill and intangibles impairment - - Research and development - 4P Therapeutics 238,229 683,426 Total 1,451,234 1,665,478 Depreciation and Amortization Pocono Pharmaceuticals $ 24,910 $ 42,813 Corporate - - 4P Therapeutics 9,267 9,267 Total $ 34,177 $ 57,480 The following table presents information about net sales and property and equipment, net of accumulated depreciation, in the United States and elsewhere. Three Mo …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Unaudited Financial Statements The consolidated balance sheet as of April 30, 2026, and the consolidated statements of operations, stockholders equity and cash flows for the periods presented have been prepared by the Company and are unaudited. In the opinion of management, all adjustments (consisting solely of normal recurring adjustments) to prepare fairly the financial position, results of operations and cash flows for all periods presented have been made. The results for the three months ending April 30, 2026, are not necessarily indicative of the results to be expected for the full year. The consolidated financial statements should be read in conjunction with consolidated financial statements and footnotes therein included in Nutribands Annual Report on Form 10-K for the year ending January 31, 2026. Certain information and footnote disclosures required under generally accepted accounting principles in the United States of America (U.S. GAAP) have been condensed or omitted from these consolidated financial statements pursuant to the rules and regulations, including interim reporting requirements of the U.S. Securities and Exchange Commission (SEC). The preparation of consolidated statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and accompanying footnotes. Actual results could differ from estimates. The Companys significant accounting policies are in …

SignificantAccountingPoliciesTextBlock · excerpt; the full note is in the filing

7. STOCKHOLDERS EQUITY Preferred Stock On January 15, 2016, the board of directors of the Company approved a certificate of amendment to the articles of incorporation and changed the authorized capital stock of the Company to include and authorize 10,000,000 shares of Preferred Stock, par value $0.001 per share. On July 9,2025, the board of directors created a series of non-voting preferred stock consisting initially of shares designated as the Series A Convertible Preferred Stock (the the Series A Preferred Stock). The terms of the Series A Preferred Stock provide that, following the date of the approval for commercial sale by the Federal Drug Administration of the Companys transdermal pharmaceutical products that are based on the Companys AVERSA abuse deterrent technology, each share of Series A Preferred Stock will be convertible at the option of the holder into one share of Common Stock. The holders of Series A Preferred Stock that do not convert their shares shall be eligible for dividends as declared by the board of directors for those holders of the Series A Preferred Stock, and the Series A Preferred Stock is also eligible for dividends declared by the board of directors on the class of common stock. The Company authorized on July 9, 2025, a preferred stock dividend to be issued by the Company to all shareholders on the basis of one share of Series A Preferred stock issued for each four shares of common stock owned by the holder. The record date for the dividend was J …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing

11. SUBSEQUENT EVENTS (a) On June 1, 2026, the Company and TII Jet Services amended their credit line facility agreement in light of the expiration of the facility in the near future. The parties extended the $5 million credit line to June 30,2029. At this time, the Company has no outstanding drawn-down amounts under this facility.

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