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NUTRIBAND INC.

121 South Orange Ave., Suite 1500

Orlando, Florida 32801

February 27, 2023

Securities and Exchange Commission

Washington, D.C. 20549

RE: Nutriband Inc.

SEC Comment Letter dated February 13, 2023

Form 8-K

Filed January 5, 2023

File No. 333-237724

Dear Sir/Madam:

Please find below responses to certain questions raised by the staff
of the Securities and Exchange Commission in its letter dated May 22, 2020 (the “Comment Letter”) relating to the filing made
by Nutriband Inc. (the “Company”) referenced above.

For your convenience, and for completeness purposes, the comments contained
in the Comment Letter have been restated below in their entirety, with the Company’s response set forth beneath the respective comments.

Form 8-K filed January 5, 2023

General

1. You issued a press release on January 5, 2023 stating that
the company is one of the first companies to dual list on Upstream under the ticker symbol NTRB. Please disclose what security is
being listed on Upstream (i.e., common stock or tokenized equity). Disclose whether Upstream is a registered exchange and in what
jurisdiction, and the risks and uncertainties with listing on this exchange, including any restrictions on investors. In this
regard, also explain what you mean when you state that Upstream, a MERJ Exchange Market (“MERJ Exchange”), is “a
fully regulated global stock exchange for digital securities and NFTs.”

Response:

We have dual listed our common stock (“common stock”)
on the Upstream stock exchange operated by MERJ Exchange (“Upstream”) that is an exchange registered in the Seychelles under
the Seychelles Securities Act, 2007. Our shares that are listed and traded on Upstream would be uncertificated common stock represented
by digital tokens, which would represent the same class and shares that are currently traded on NASDAQ. Our stockholders that are not
U.S. Persons as defined in Regulation S under the Securities Act would have the option to deposit shares of Nutriband common stock that
they owned on Upstream.

According to information provided by Upstream it is operated as a fully
regulated and licensed integrated securities exchange, clearing system and depository for digital and non-digital securities. Upstream
also states that MERJ is an affiliate of the World Federation of Exchanges (WFE), recognized by HM Revenue and Customs UK, a full member
of the Association of National Numbering Agencies (ANNA), a Qualifying Foreign Exchange for OTC Markets in the US, and a member of the
Sustainable Stock Exchanges Initiative. MERJ is regulated in the Seychelles by the Financial Services Authority Seychelles, https://fsaseychelles.sc/.

2. It appears that the Upstream website allows trading of
tokenized equity of certain companies and that you are listed on Upstream. With a view toward disclosure, please provide a
materially complete description of the tokenized shares and the process by which shareholders exchange their common shares for the
tokenized shares, including the entire lifecycle from the initial exchange of common shares for tokenized shares through the
exchange back into common shares. In responding to this comment:

 ● include the company’s legal analysis as to the characterization
of the tokenized  equity, and whether it is the same class as the common shares, a different class of common stock, or a security-based
swap.

 ● provide a detailed explanation of how such securities
are the same as the issued and  outstanding shares of common stock already registered, as well as how such shares compare in regard to
transferability and the role of the transfer agent, whether on Upstream or otherwise.

 ● explain the role of MERJ Depository and Registry Limited
and how it interacts with  the company’s U.S. transfer agent, and also address how any “tokenized equity” is held on
Upstream through MERJ Depository and Registry Limited (e.g., whether through a shareholder’s wallet or an omnibus wallet).

The responses to this comment as deposits of shares from the investor’s
transfer agent account and creation of an account on Upstream, as well as information as to trading the shares and withdrawal of the shares
from trading on Upstream is taken from Upstream instructions for new stock listings on Upstream.

Response-Legal Analysis

Tokens received with respect to the exchange for Nutriband shares
in connection with an investor’s listing those shares on Upstream resemble depository receipts, negotiable certificates issued
by a bank representing shares in a foreign company traded on a local stock exchange. The Nutriband shares of common stock so deposited
are held by an Upstream nominee company (“Upstream nominee” or “nominee”) in exchange for the issuance of the
digital tokens representing those shares that are tradable on Upstream. The holdings of Nutriband common stock by the nominee company
are shown in the Company transfer agent’s stock records and, as of the date of this letter, the Upstream nominee is holding 250,000
shares of Nutriband common stock. The beneficial owners of shares of common stock held by the Upstream nominee would be entitled to vote
their shares held by the nominee at stockholder meetings and to receive notices and solicitation materials for stockholder meetings.
In addition, if the tokenized shares were sold on Upstream, according to Upstream procedures furnished to the Company, the investor would
receive the proceeds of the sale. The Upstream nominee company’s Nutriband common stock is not held in the Depository Trust Company
(“DTC”), so that the delivery of stockholder mailings and proxy materials for the nominee shares could not be through the
normal transfer agent and DTC procedures for public companies. Comparing the securities, one difference would be the markets in which
they would trade: the Nutriband common stock is traded in a highly-regulated market where broker-dealers purchase and sell stock for
their customers’ and for their own accounts. It is unclear what types of investors would participate in the market for tokenized
Nutriband shares following their deposit with Upstream. It would appear also that tokens would trade differently than stocks as to clearing
transactions, due to the lack of an institution such as DTC, that facilitates transactions between U.S. broker dealers and between the
holders of the common stock and the transfer agent for the stock.

Investors that wish to deposit their shares on Upstream, may do so
by following the instructions below: [Upstream]

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HOW
TO DEPOSIT SHARES WITH transfer agent [upstream]

Upstream can accept the shares that investors
hold in their current brokerage account, shares that are held at the transfer agent in digital book entry, or your physical stock certificate.
Shares can be moved out of Upstream back to US markets. The following describes how investors can deposit their shares, step by step.

STEP
1. CREATE AN ACCOUNT ON UPSTREAM & VERIFY YOUR IDENTITY

 ● Download
Upstream and tap Sign Up. This will create your blockchain profile and ’signing key’.

 ● Complete
KYC. To complete KYC identity verification, tap the settings icon in the top right of the navigation, then tap KYC. Be sure to have a
valid form of ID and banking details handy. It’s important that bank account information matches your name exactly.

 ● Once
your account is approved, and if you already own shares and wish to transfer them to Upstream for trading, then you may initiate a request
to deposit your shares using the Upstream app.

STEP
2. TRANSFER SHARES TO TRANSFER AGENT

If your shares are already held at the transfer
agent, then skip to STEP 3 below. However, if your shares are currently in your brokerage account, then please transfer your shares to
the transfer agent as described below. Note, the terminology for this is to have shares held as ‘direct registration’ in ‘book entry’
at the transfer agent.

To make this transfer request, most of the
time all you need to do is contact your brokerage firm by email and ask [them to transfer your shares back to ‘book entry’ at the transfer
agent. The brokerage firm will know what to do, and they will let you know how long it will take, but typically you should allow 48 hours
for them to process your request.

Some brokerage firms may ask you to fill out
their particular share transfer form. Contact us at servicedesk@upstream.exchange if you need assistance in completing a share transfer
form from your brokerage firm.

It is important that your name, address and
social security number that your shares are registered under at the brokerage firm match the information that you provided when opening
your account on Upstream. If your address at the brokerage firm is out of date, then you will need to update it with your brokerage firm
BEFORE you transfer your shares to the transfer agent. Note, if the addresses do not match your address on Upstream, then your share deposit
to Upstream will be delayed by the transfer agent.

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STEP
3. REQUEST TO DEPOSIT SHARES USING THE UPSTREAM APP

Open Upstream, Tap Investor, Manage Securities,
Deposit Securities. Next, Enter the Company’s Ticker Symbol and Number of Shares you’re requesting to deposit. Confirm whether
your shares are free trading or restricted, then tap Submit.

Please note that the value of each share deposit
request on the Upstream app may not exceed $100,000. This value is determined by the closing price of the security on the previous trading
day multiplied by the number of shares being deposited.

Once you make the share deposit request using
the Upstream app, and the transfer agent has your shares in ‘book entry’, then most of the time the Upstream deposit process typically
completes within 48 hours (Monday to Friday, excluding U.S. holidays).

However, if the transfer agent requires further
information regarding your share transfer, then you will receive an email with a form to complete. The form will be pre-populated with
your Upstream account information. Our staff will be happy to help you fill out the remainder of the form and how to submit it to the
transfer agent

Once the transfer is complete you will receive
a push notification in the Upstream app and see the share deposit in your Upstream Portfolio.

    4

STEP
4. YOU’RE READY FOR TRADING ON UPSTREAM

Once the shares are in your account, you’re
ready to trade on the next generation exchange! Enjoy real-time trading and a transparent orderbook, and other features. View your shares
anytime, anywhere in your Upstream Portfolio. For more information on trading, visit Upstream’s support center.

Additional information [Upstream]:

Upstream
will consider requests for deposit and sale of Securities falling under the categories:

 ● Shares
trading on NASDAQ or the NYSE

 ● Shares
trading on the OTC Markets

 ● Shares
issued in private offerings exempt from registration under the Securities Act pursuant to Securities Act Rule 506(c) of Regulation D
or Regulation S.

These offerings must comply with the Upstream
view that securities must be registered or have a valid exemption from registration in connection with their original issuance pursuant
to U.S. or European securities laws in order to qualify for secondary trading on Upstream. In addition, this applies to securities currently
trading and held in DTC or Euroclear.

However, Upstream will not consider or accept
for deposit any Securities:

 ● that
                                            were not issued pursuant to a registration or a valid exemption from registration;

 ● that
                                            were issued by a company or held by person that is a respondent to any regulatory authority
                                            actions, however the specific action may be reviewed for additional information to allow
                                            deposit;

 ● that
                                            have any known “bad actors”, as such term is defined in US Rule in 262 of Regulation
                                            A or Rule 506(d) of Regulation D promulgated under the Securities Act; or

 ● that
                                            reference a company or customer name that has been changed or that does not match the name
                                            on the account and for which no valid reason is provided.

Removal
of Shares from Upstream [Upstream]

Step 1. Open Upstream, Tap Investor,
Withdraw Securities. Enter Ticker Symbol and the Number of Shares you wish to withdraw, then tap Submit.

Step 2. The transfer agent will
receive your shares immediately and will hold them in digital book entry in your name.

Step 3. The transfer agent will
provide you via regular US mail a DRS Advice (Statement) that shows your shares are now held at the transfer agent in book entry. If you
would like to move the shares back to your US brokerage account you will need to contact your broker, provide them with a copy of your
DRS Advice and have them request that the transfer agent send back your shares. They will provide you with appropriate forms to complete.

Response:

We listed the same class of shares listed on the Nasdaq Capital Market
Exchange that are currently issued and outstanding, which are represented on Upstream as a “digital security” in the form of
uncertificated securities..

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The following narrative was provided by Upstream: Digital
securities are recognized as the same securities under corporate law. On June 30, 2017, the Delaware legislature approved various
amendments to the Delaware General Corporation Law (the “DGCL”). The blockchain-related changes include
amendments to Sections 151(f), 202(a), 219(a), 219(c), 224, 232(c) and 364 of the DGCL. Amendments to Sections 219, 224 and 232 and
related provisions are intended to provide specific statutory authority for Delaware corporations to use networks of electronic
databases (examples of which are described as “distributed ledgers” or a “blockchain”) for the creation and
maintenance of corporate records, including a corporation’s stock ledger. Section 219(c), as amended, now includes a
definition of “stock ledger.” Section 224, as amended, requires that the stock ledger serve three functions contemplated
by the DGCL: it must enable the corporation to prepare the list of stockholders specified in Sections 219 and 220; it must record
the information specified in Sections 156, 159, 217(a) and 218; and, as required by Section 159, it must record transfers of stock
as governed by Article 8 of subtitle I of Title 6. Sections 151, 202 and 364 have also been amended to clarify that the notices
given to holders of uncertificated shares pursuant to those sections may be given by electronic transmission. On August 1, 2017, the
Governor of Delaware signed the proposed DGCL amendments into law. The changes to Delaware law permit issuers to begin to issue as
digital securities. The basic idea behind digital securities is to “tokenize” shares of stock, debentures, warrants or
any other type of security, by representing each unit of a given security as a unique cryptographic public-private key pair that is
stored and transferred on a blockchain. The changes to the DCGL were merely clarifications of what was already possible based on the
truly fundamental changes to the DGCL in 2005 that permitted the issuance of “uncertificated” shares of stock. Perkins
Coie, in fact, gave the very first “duly authorized and validly issued” legal opinion with respect to digital
securities; it was filed as the Exhibit 5 opinion to Overstock’s S-3 Registration Statement,
which registered the first digital securities in 2015. Nevada corporate law recognized blockchain in 2017 as well.

 ● provide a detailed explanation of how such securities are
the same as the issued and outstanding shares of common stock already registered, as well as how such shares compare in regard to transferability
and the