UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 AMENDMENT
NO. 1

 to

 FORM

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended January 31, 2025

 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 000-55654

 NUTRIBAND
INC.

 (Exact
name of registrant as specified in its charter)

 Nevada

 81-1118176

 (State or other jurisdiction of
 Incorporation or organization)

 (I.R.S. Employer
 Identification No.)

 121 South Orange Ave., Suite 1500, Orlando, FL

 32801

 (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:

 Title of each class

 Trading Symbol(s)

 Name of each exchange on which registered

 Common Stock

 NTRB

 The Nasdaq Stock Market LLC

 Warrants

 NTRBW

 The Nasdaq Stock Market LLC

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

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 Exchange Act
from their obligations under those Sections.

by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange 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

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files). Yes No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company
or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller
reporting company" 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 for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public 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 the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No

 State the aggregate market value of the voting and
non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average
bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal
quarter: $ 44,975,804 as of July 31, 2024. As of May 13, 2025, the registrant had 11,154,171 shares of common stock outstanding.

 DOCUMENTS
INCORPORATED BY REFERENCE

 None.

 PART
IV

 Item
15. Exhibits, Financial Statement Schedules.

 (1)
Financial Statements

 (2)
Exhibits

 Exhibit

 Number

 Description

 1.1

 [Reserved]

 3.1A

 Articles of Incorporation. (1)

 3.1B

 Amendment to Articles of Incorporation, filed May 12, 2016. (1)

 3.1

 Certificate of Amendment filed January 21, 2020. (Filed as Exhibit 3.1 to the Company's Current Report on Form 8-K, filed January 27, 2020).

 3.1C

 Certificate of Change, filed with the Nevada Secretary of State on August 4, 2022. (13)

 3.2

 By-laws (1)

 3.2B

 Amended and Restated By-Laws adopted January 21, 2022. (12)

 4.3

 Securities purchase agreement dated October 29, 2019 among the Company, Jefferson Street Capital LLC and Platinum Point Capital LLC (6)

 4.4

 Form of convertible 6% promissory note issued pursuant to Exhibit 4.3 (6)

 4.10

 Form of Common Stock Purchase Warrant issued to Platinum Point Capital LLC and Jefferson Street Capital LLC (6)

 4.14

 2021 Employee Stock Option Plan. (11)

 4.15

 Form of Stock Option Grant Notice. (11)

 4.16

 Form of Common Stock Purchase Warrant issued in the Company's initial public offering in 2021 (9)

 4.17

 Form of Warrant issued to the Representative. (14)

 4.18

 2024 Amended and Restated Stock Option Plan, adopted March 20, 2024. (15)

 4.19

 Form of Common Stock Purchase Warrant issued in 2024 Equity Financing (18)

 5.1

 [Reserved]

 10.1

 Share exchange agreement dated January 15, 2016 by and among the Company, Nutriband Limited, an Ireland corporation, and Gareth Sheridan and/or his nominee (1)

 10.4

 Acquisition agreement dated April 5, 2018 between the Company and 4P Therapeutics LLC. (3)

 10.5

 Form of agreement with independent directors. (4)

 10.6

 Exclusive master distribution agreement dated April 13, 2018 between the Company and EMI-Korea (Best Choice), Inc. (4)

 10.15

 Employment Agreement, dated April 23, 2019, between Gareth Sheridan and the Company. (5)

 10.16

 Employment Agreement, dated April 23, 2019, between Serguei Melnik and the Company. (5)

 10.17

 Employment Agreement, dated February 19, 2019, between Jeffrey Patrick and the Company. (5)

 10.18

 Employment Agreement, dated January 1, 2018, between Sean Gallagher and the Company. (5)

 10.19

 Purchase Agreement, dated August 31, 2020, by and among the Company and Pocono Coated Products, LLC. (7)

 10.20

 Security Agreement, between the Company and Pocono Coated Products, LLC. (7)

 10.21

 Promissory Note Issued by the Company on August 31, 2020 to Pocono Coated Products, LLC. (7)

 10.22

 License Agreement, dated December 9, 2020, between the Company and Rambam Med-Tech Ltd. (8)

 10.23

 Distribution Agreement, dated March 26, 2021, between the Company and BPM Inno Ltd. (8)

 10.24

 Stock Purchase Agreement, dated December 7, 2020, between the Company and BPM Inno Ltd. (8)

 10.25

 Amendment No. 1 to Purchase Agreement, dated August 31, 2020, by and among the Company and Pocono Coated Products, LLC (8a)

 10.26

 Services Agreement dated October 4, 2021, between Active Intelligence, LLC and Diomics Corporation. (10)

 10.27

 Employment Agreement effective February 1, 2022, between the Company and Gareth Sheridan. (12)

 10.28

 Employment Agreement effective February 1, 2022, between the Company and Serguei Melnik. (12)

 10.29

 Employment Agreement effective February 1, 2022, between the Company and Gerald Goodman. (12)

 10.30

 Creditline Promissory Note, dated July 13, 2023. (16)

 10.31

 Conversion Agreement, dated December 19, 2023. (17)

 10.32

 Form of Subscription Agreement for April 19, 2024 Equity Financing (19)

 10.33

 Form of Note Conversion Agreement dated May 13, 2024 20

 10.35

 Commercial Development and Clinical Supply Agreement ("Agreement"), made on January 4, 2023, between Kindeva Drug Delivery, L.P. and 4P Therapeutics, LLC.

 10.36

 Amendment No. 1, dated as of February 4, 2025, to the Commercial Development and Clinical Supply Agreement, by and between Kindeva Drug Delivery L.P. and 4P Therapeutics, LLC

 31.1*

 Certification of Principal Executive Officer pursuant to Rule 13A-14(A)/15D-14(A) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 31.2*

 Certification of Principal Financial Officer pursuant to Rule 13A-14(A)/15D-14(A) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 32.1*

 Certification of Principal Executive and Financial Officers Pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002).

 32.2*

 Certification of Principal F inancial Officer Pursuant
to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002).

 101.INS*

 101.SCH*

 101.CAL*

 101.DEF*

 101.LAB*

 101.PRE*

 104*

 *

 Filed herewith.

 Executive compensation
 plan or arrangement.

 (1)

 Filed as exhibit to the
 Company's registration statement on Form 10, which was filed with the Commission on June 2, 2016, and incorporated herein by
 reference.

 (2)

 the Company's report on Form 8-K, which was filed with the Commission on January 27, 2020 and incorporated herein by reference.

 (3)

 the Company's report on Form 8-K, which was filed with the Commission on April 10, 2018 and incorporated herein by reference.

 (4)

 the Company's annual report on Form 10-K for the year ended January 3, 2019 which was filed with the Commission on April 19,
 2019, and incorporated herein by reference.

 (5)

 the Company's Registration Statement on Form S-1/A, which was filed with the Commission on May 19, 2020, and incorporated herein
 by reference.

 (6)

 the Company's report on Form 8-K, which was filed with the Commission on November 4, 2019, and incorporated herein by reference.

 (7)

 the Company's report on Form 8-K, which was filed with the Commission on September 4, 2020, and incorporated herein by reference.

 (8)

 Filed as exhibits to the
 Company's report on Form 8-K, which was filed with the Commission on March 11, 2021, and incorporated herein by reference.

 (8a)

 the Company's report on Form 8-K, which was filed with the Commission on September 1, 2021, and incorporated herein by reference.

 (9)

 Filed as Exhibit 4.12 to
 Amendment 2 to the Company's Registration Statement on Form S-1, which was filed with the Commission on October 1, 2021.

 (10)

 the Company's Current Report on Form 8-K, which was filed with the Securities and Exchange Commission on October 12, 2021,
 and incorporated herein by reference.

 (11)

 the Company's Registration Statement on Form S-8, which was filed with the Commission on November 5, 2021, and incorporated
 herein by reference.

 (12)

 the Company's Current Report on Form 8-K, which was filed with the Commission on January 27, 2022, and incorporated herein
 by reference.

 (13)

 Filed as Exhibit 3.1C to
 the Company's Current Report on Form 8-K, which was filed with the Commission on August 10, 2022, and incorporated herein by
 reference.

 (14)

 the Company's Registration Statement on Form S-1, which was filed with the Commission on June 26, 2023, and incorporated herein
 by reference

 (15)

 Filed as Exhibit 4.16 to
 the Company's Amendment No. to its Current Report on Form 8-K, which was filed with the Commission on March 28, 2024 and incorporated
 herein by reference.

 (16)

 Filed as Exhibit 10.30
 to the Company's Current Report on Form 8-K, which was filed with the Commission on July 14, 2023.

 (17)

 Filed as Exhibit No. 10.31
 to the Company's Current Report on Form 8-K, which was filed with the Commission on December 29, 2023.

 (18)

 Filed as Exhibit No. 4.19
 to the Company's Current Report on Form 8-K, which was filed with the Commission on April 23, 2024.

 (19)

 Filed as Exhibit No. 10.32
 to the Company's Current Report on Form 8-K, which was filed with the Commission on April 23, 2024.

 (20)

 Filed as Exhibit No. 10.33
 to the Company's Current Report on Form 8-K, which was filed with the Commission on May 21, 2024.

 (b)
Financial Statement Schedules

 All
schedules have been omitted because either they are not required, are not applicable or the information is otherwise set forth in the
financial statements and related notes thereto.

 ITEM
16. FORM 10-K SUMMARY

 Not
applicable.

 SIGNATURES

 Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.

 Date:

 NUTRIBAND INC.

 By:

 /s/
 Gareth Sheridan

 Gareth Sheridan

 Chief Executive Officer

 By:

 /s/ Gerald
 Goodman

 Gerald Goodman

 Chief Financial Officer

 (Principal Financial and Accounting Officer)

 Signature

 Title

 Date

 /s/ Gareth
 Sheridan

 Chief Executive Officer
 and Director

 May
 13, 2025

 Gareth Sheridan

 /s/ Serguei
 Melnik

 Serguei Melnik

 Sergei
 Glinka

 /s/ Radu Bujoreanu

 Radu Bujoreanu

 /s/ Mark Hamilton

 Mark Hamilton

 /s/ Stefani
 Mancas

 Stefani Mancas

 /s/
 Irina Gram

 May
 13, 2025

 Irina Gram

 10-K/A No 0001676047 true FY

 2024-02-01
 2025-01-31

 us-gaap: CommonStockMember

 2024-02-01
 2025-01-31

 ntrb: WarrantsMember

 2024-02-01
 2025-01-31

 2024-07-31

 2025-05-13