UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
Amendment
to Form 8-K filed on March 18, 2008
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date
of Report (Date of earliest event reported): March 13, 2008.
NUTRA
PHARMA CORP.
(Exact
name of registrant as specified in its charter)
California
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000-32141
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91-2021600
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(State
or other jurisdiction of incorporation or organization)
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(Commission
File Number)
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(IRS
Employee Identification No.)
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791
Park of Commerce Blvd., Suite 300, Boca Raton,
FL
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33487
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
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(954)
509-0911
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Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR
240.14d-2(b))
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o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR
240.13e-4(c))
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ITEM
3.02 Unregistered
Sales of Equity Securities
The
Registrant, Nutra Pharma Corp, is hereafter referred to as “we”, “us” or
“our”.
On
March 13, 2008, we completed a private placement of restricted shares of our
common stock, whereby we sold to thirteen (13) accredited investors an aggregate
of 14,440,000 shares at a price per share of $0.025 (collectively, “the
14,440,00 Shares”). We received total gross proceeds of $361,000 from the sale
of the Shares. On March 19, 2008, we completed a private placement
of restricted shares of our common stock, whereby we sold to one (1) accredited
investors an aggregate of 5,300,000 Shares at a price per share of $0.025
(collectively, “the 5,300,000 Shares”). We received total gross proceeds of
$132,500 from the sale of the 5,300,000 Shares. In connection with
the sale of the 14,400,000 Shares and the 5,300,000 Shares , we also granted
one
(1) Warrant for each Share sold giving each accredited investor the right to
purchase one additional share until December 31, 2012 at an exercise price
of
$0.10 per share. The 14,400,000 Shares were sold to the
thirteen (13) accredited investors in the following share
denominations: (a) 540,000; (b) 4,000,000; (c) 300,000; (d) two (2)
accredited investors at 400,000 shares each; (e) 7,300,000; (f) 400,000;
(g) 100,000; (h) 100,000; (i) 200,000; and (j) one (1) accredited
investor at 200,000 shares each.
The
shares were offered and sold and the warrants were granted in a private
placement transaction in reliance upon exemptions from registration pursuant
to
Section 4(2) of the Securities Act of 1933, as amended (“Securities Act”) and
Rule 506 of Regulation D promulgated thereto. The sales were made only to
accredited investors as defined in Rule 501 of Regulation D under the Securities
Act.
On
March 13, 2008, our Board of Directors authorized the issuance of an aggregate
of 17,000,000 shares of restricted common stock in exchange for services
rendered, as follows:
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· |
1,000,000
shares each to four (4)
consultants;
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· |
2,000,000
shares to one (1) consultant;
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· |
1,000,000
shares to one of our
employees;
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· |
5,000,000
shares to Rik J. Deitsch, our Chief Executive Officer/Chairman
of the
Board;
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· |
2,500,000
shares to Stan Cherelstein, our Director; and
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· |
2,500,000
shares to Stewart Lonky, our
Director.
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The
shares described above were issued in reliance upon exemptions
from registration
pursuant to Section 4(2) of the Securities Act and Rule 506 of
Regulation D
promulgated thereto.
On
March 14, 2008, our Board of Directors accepted and approved an offer made
by
our Chief Executive Officer/Chairman of the Board, Rik J. Deitsch, to discharge
$1,200,000 of Mr. Deitsch’s outstanding loan to us in exchange for 48,000,000
shares of our restricted common stock. The price per share in this loan
conversion was $0.025. After this conversion, the remaining balance of Mr.
Deitsch’s loan to us is $812,749.
As
of March 18, 2008, after taking into consideration the issuance of the shares
described above in Item 3.02, there are 166,635,682 shares of our common
stock issued and outstanding.
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 hereunto
duly authorized.
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NUTRA
PHARMA CORP.
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Dated:
April 7, 2008
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By: |
/s/
Rik J. Deitsch
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Rik
J. Deitsch
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Chairman
and Chief Executive Officer
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