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NUTRIBAND INC.

121 South Orange Ave., Suite 1500

Orlando, Florida 32801

April 6, 2023

Securities and Exchange Commission

Washington, D.C. 20549

RE: Nutriband Inc.

SEC Comment Letter dated March 24, 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 March 24, 2023 (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 state in response to prior comment 1 that Upstream is operated by the MERJ Exchange, which is regulated in the Seychelles. Please
revise to disclose in your next filing the risks and uncertainties with listing on this exchange and disclose the rights of shareholders
and any restrictions on investors on the Upstream platform. For example, we note that U.S.-based investors, either a U.S. citizen or permanent
resident, will not be able to buy shares on the Upstream secondary market.

RESPONSE:

The Company will disclose in our next
filing the risks and uncertainties with listing on Upstream and disclose the rights of shareholders and any restrictions on investors
on the Upstream platform.

2.    We note your response
to prior comment 2, which we reissue in part. In your next filing, 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. 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
regards to transferability and the role of the transfer agent, whether on Upstream or otherwise. In your disclosure, please explain the
role of MERJ Depository and Registry Limited and how it interacts with the company’s U.S. transfer agent. Please also explain what you
mean by the statements that MERJ Depository will “manage” the tokenized securities. Additionally, explain the legal relationship
between MERJ Depository and shareholders who deposit their shares with MERJ Dep., including the relevant governing law. Please also explain
the rights of such shareholders in the event of a liquidation or dissolution of MERJ Depository. Further, please compare the legal rights
of such shareholders with shareholders who own their shares in either book-entry form or on deposit with a U.S. broker, including the
various protections afforded such shareholders under applicable law. Finally, please add risk factor disclosure addressing the risks to
shareholders arising from any difference in such rights and protections.

RESPONSE

The Company will disclose in our next filing a materially complete
description of the Share Tokens and the process by which shareholders exchange their common shares for the Share Tokens, including the
entire lifecycle from the initial exchange of common shares for Share Tokens through the exchange back into common shares.

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 regards to transferability
and the role of the transfer agent, whether on Upstream or otherwise.

The Company will disclose what it believes are the material risks
for its non-U.S. resident security holders in depositing there Nutriband shares for trading on the Upstream exchange.

There are no “tokenized shares”. There is one class
of Depository Interests for Common Stock. Shares of Common Stock deposited with Upstream (i.e. via MERJ Depository) are reflected as MERJ
Depository Interests pursuant to the MERJ Depository Securities Facility Rules Directive on Depository Interests. This is functionally
similar to book entry representations of Common Stock in DTCC or an ADR for securities held in a bank or transfer agent depository. The
Share Tokens are a form of MERJ Depository Interests.

The MERJ DEP Securities Facility Rules, Directive on Depository
Interests sets out the Rules governing MERJ Depository Interests. Specifically, Rules 1 to 15 apply.

Common Stock “deposited” with Upstream is transmuted
to MERJ Depository Interests and vice versa for “withdrawals”. The process of depositing and withdrawing securities involves
a “transmutation” process. Common stock deposited with Upstream results in title to the common stock being vested in the Depository
Nominee on the books and records of the transfer agent and a new holding of MERJ Depository Interests for the shareholder being reflected
in the MERJ Subregister. A withdrawal of securities results in the underlying securities being removed from the MERJ Subregister and included
back on the register maintained by the transfer agent.

The deposit and withdrawal process can be initiated by the shareholder
using the provide prompts in the Upstream app. This process can also be facilitated by contacting the company or its transfer agent in
instances where access to Upstream app, a lost/stolen smartphone or similar occurs (i.e. similar to a “lost certificate” or
a MERJ Depository bankruptcy scenario).

MERJ Depository Interests represent  all of the legal beneficial
interests in the Nutriband class of Common Stock. The MDIs are tradable on MERJ. MERJ Depository is appointed to maintain the MERJ Subregister
of said securities. The transfer agent may request a copy of the MERJ Subregister at any time but is not involved in the process of reflecting
changes in the MERJ Subregister resulting from trades happening on Upstream. The transfer agent holds the underlying shares for the MERJ
Depository interests, all of which are registered in the name of MERJ Nominees Ltd.

MERJ Depository is appointed to maintain the MERJ Subregister of
the Share Tokens pursuant to the MERJ Depository Securities Facility Rules and Directive on Depository Interests.

MERJ Depository maintains the MERJ Subregister pursuant to the
MERJ Depository Securities Facility Rules and Directive on Depository Interests. Participants of Upstream are able to use the facilities
provided by MERJ Depository pursuant to the terms of the agreement entered into between each participant and Upstream. Applicable law
and the governing jurisdiction of all agreements, rules and activities relating to Upstream is the laws of Seychelles.

MERJ Nominees Ltd. is a special purpose
company with objects that limit its activities to holding securities of companies listed on MERJ Exchange. It is prohibited from
having any other assets or liabilities or engaging in any other activity other than holding securities of companies listed on a MERJ
market on trust pursuant to its constitutional objects. MERJ Depository is also obligated by agreement between the two parties to
cover all financial obligations and human resources requirements of MERJ Nominees Ltd.

    2

Underlying securities (e.g. Common Stock) held by MERJ Nominees
Ltd. is held in trust pursuant to Rule 4.1 of the MERJ Securities Facility Rules Directive on Depository Interests) for the holders of
Share Tokens. Section 28(2)(c) of the Seychelles Insolvency Act, 2013 states that “property held by the bankrupt on trust for any
other person” shall not be included in the estate of the bankrupt party.

Holders of Share Tokens are entitled to all direct economic benefits
and any other entitlements in relation to securities vested in the Depository Nominee.

Voting related matters are covered in detail in Rule 10 of the
MERJ Securities Facility Rules Directive on Depository Interests. Pursuant to Rule 10.2 the issuer is obligated to send a Notice of any
meetings to be convened to each Holder of MDIs at the same time as all other Holders of the same class of securities (e.g. the Common
Stock). This is performed electronically by email and through the Upstream app. MDI holders have the option to appoint the Depository
Nominee or another person as their proxy or to attend the meeting and vote directly.

3.
It is unclear how ownership of tokenized securities, initially and in connection with resales, will be recorded. Please clarify how
the tokenized securities will be held on the books and records of the transfer agent (i.e. in the name of MERJ Depository or in the name
of the individual shareholders). Please also clarify whether and, if so, how subsequent resales of the tokenized securities on the Upstream
platform will be reflected on the books and records of the transfer agent or if all such transfers will be records solely on the books
and records of MERJ Depository. Finally, based on your responses to the foregoing, please clarify how the “lost certificate”
process will work in the context of the tokenized securities, in particular if the tokenized securities will be held in the name of the
MERJ Depository on the books and records of the transfer agent.

RESPONSE:

MERJ Depository maintains the MERJ Subregister of MDIs (Share Tokens).
Any shareholder wishing to deposit shares with Upstream will follow the prompts on the Upstream app to initiate and approve this transaction.
The transfer agent will then make an entry in the register it maintains to give effect to the deposit by moving and vesting title in the
securities in the name of the Depository Nominee. It will also notify MERJ Depository or its appointed agent which will then make the
MDIs available for trading on Upstream pursuant to its rules and procedures.

All resales are governed by the rules governing the activities
of Upstream and shall be reflected only on the MERJ Subregister.

Title to the securities reflected as MDIs will be held in the name
of MERJ Nominees Ltd. on the books of the transfer agent.

All subsequent resales of the Share Tokens are conducted in accordance
with the rules governing Upstream and will be reflected only on the MERJ Subregister.

Lost certificates on Upstream can occur if
a shareholder loses their smartphone. Upon notification of the loss of the Upstream app (and its corresponding blockchain keys),
each separate share balance and shareholder name, address, and SSN is communicated by Upstream to each of the affected transfer
agents. The MERJ Depository Securities Facility Rules Directive on Depository Interests prescribes that a shareholder may at any
time request the Issuer or its transfer agent to transmute the Depository Interests from the MERJ Subregister to the register
maintained by the transfer agent whereby the Common Stock would thereafter be reflected in the name of the shareholder on the books
and records of the transfer agent. As such the shareholder can instruct the Transfer Agent which then instructs Upstream to withdraw
the securities whereby, they are transmuted from the MERJ Sub register to that of the transfer agent along with the necessary
information to permit the transfer agent to record the appropriate entry. It is up to the individual shareholder to inform the
transfer agent on whether they wish to leave their shares in book entry, or deposit for secondary trading at Upstream again, or to
deposit for secondary trading at a US brokerage.

    3

Upstream’s common stock is digitally represented by token-allocations
on a blockchain, where common stock owned by a (human) shareholder is shown in the Upstream app as token-allocations, one for one, with
the common shares held in street-name on behalf of the depositing shareholder.

So, the initial allocation of US common stock for an Upstream shareholder
is made by the issuer’s transfer agent notifying Upstream, and its street-name nominee MERJ DEP, of the shareholder’s name
and share count. The transfer agent will then decrement the book-entry share count of this shareholder and increment the share count,
one for one, of the Upstream exchange’s street name MERJ DEP on the TA’s books and records.

Therefore, a street-name tally, is how the total shares deposited
in the name of MERJ Nominees Ltd. for secondary trading on Upstream are shown in the books and records of the transfer agent, exactly
the same as they are for the DTCC street-name when shares are deposited for secondary trading on a US public market.

For the avoidance of any doubt, if a shareholder deposits all of
their shares for secondary trading on Upstream, their individual book entry share count balance at the transfer agent will be zero. The
share count balance of street-name MERJ DEP is the sum of all shareholders’ shares deposited on Upstream for secondary trading.

Subsequent secondary sales of shares on Upstream are reflected
in the subregister of MERJ DEP and are not reflected in the books and records of the transfer agent. The transfer agent maintains only
the sum of all shareholders’ shares deposited for secondary trading at Upstream, individual trades are not notified to the transfer
agent, just as US capital markets’ secondary trades such as DTC are not notified to a transfer agent.

Lost certificates on Upstream can occur if a shareholder loses
their smartphone. Upon notification of the loss of the Upstream app (and its corresponding blockchain keys), each separate share balance
and shareholder name, address, and SSN is communicated by Upstream to each of the affected transfer agents. The transfer agent then instructs
Upstream to withdraw the lost shares back to the transfer agent, where they are deposited directly in book entry in the transfer agents’
books and records in the shareholders name and address. The lost shares have now been recovered. Note, the share count for MERJ DEP, street-name,
is decremented by the number of shares recovered. It is up to the individual shareholder to inform the transfer agent on whether they
wish to leave their shares in book entry, or deposit for secondary trading at Upstream again, or to deposit for secondary trading at a
US brokerage.

4.    With regard
to how “tokenized equity” is held on Upstream, please clarify whether the tokenized securities will be held through a shareholder’s
wallet or in an omnibus wallet.

RESPONSE:

See earlier responses. Share Tokens held by each shareholder will
be held in a segregated account for and in the name of the shareholder which is linked to and administered through the Upstream app.

5.
We note the statement that shareholders may also “choose between various depositories to hold their shares, such as Book Entry
with TA, CEDE & Co. or MERJ Dep.” Please clarify how these securities would be held if not deposited with one of the depositories.
For example, does the company continue to use paper certificated shares?

RESPONSE:

Investors that hold shares in Nutriband may choose to have their
shares represented as certificated shares. Certificated shares are physical stock certificates that represent ownership of a specific
number of shares in a company. When shares are first issued, the issuer could have the transfer agent issue a physical certificate to
the holder or have the holder’s shares issued in book entry form and recorded as such on the transfer agent’s books.

    4

The transfer agent is responsible for maintaining the records of
ownership of the company’s shares including certificated shares. The transfer agent also keeps track of any changes in the ownership
of the shares, changes in the number of shares such as those resulting from stock splits, combinations of shares or dividends, and issues
new certificates or updates existing ones accordingly.

6.    We note your response
to prior comment 3. With a view toward disclosure, please clarify whether holders of the tokenized sha