-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HVom/Krd2Obf/tg/X0qx7OTZZiz58WM+DtLa8RxfSaazgqlaWkUfZJtOdOjxL0hY AVFncAS/x6Tbj78TmKfVqA== 0001144204-09-051735.txt : 20091006 0001144204-09-051735.hdr.sgml : 20091006 20091006161332 ACCESSION NUMBER: 0001144204-09-051735 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090930 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20091006 DATE AS OF CHANGE: 20091006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NUTRA PHARMA CORP CENTRAL INDEX KEY: 0001119643 STANDARD INDUSTRIAL CLASSIFICATION: MEDICINAL CHEMICALS & BOTANICAL PRODUCTS [2833] IRS NUMBER: 912021600 STATE OF INCORPORATION: CA FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-32141 FILM NUMBER: 091108212 BUSINESS ADDRESS: STREET 1: 791 PARK OF COMMERCE BLVD STREET 2: SUITE 300 CITY: BOCA RATON, STATE: FL ZIP: 33487 BUSINESS PHONE: (954) 509-0911 MAIL ADDRESS: STREET 1: 791 PARK OF COMMERCE BLVD STREET 2: SUITE 300 CITY: BOCA RATON, STATE: FL ZIP: 33487 FORMER COMPANY: FORMER CONFORMED NAME: CYBER VITAMIN COM DATE OF NAME CHANGE: 20000717 8-K 1 v162178_8-k.htm
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

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

Date of Report (Date of earliest event reported): September 30, 2009

NUTRA PHARMA CORP.
(Exact name of registrant as specified in its charter)

California
000-32141
91-2021600
(State or jurisdiction of
(Commission
(I.R.S. Employer
incorporation or organization)
File Number)
Identification No.)

1537 NW 65th Avenue
Plantation Florida 33313
(Address of principal executive offices) (Zip Code)

Registrant's telephone number: 954-509-0911

 
(Former name or former address, if changed since last report)

 
 

Nutra Pharma Corp. is referred to herein as “we,” “our,” or “us”.

Section 3 – Securities and Trading Markets

Item 3.02.  Unregistered Sales of Equity Securities

On August 20, 2009, our Board of Directors authorized the offer and sale of our common stock at $0.08 per share.  From September 1, 2009 through September 22, 2009, we sold 34,948,750 million common shares (the “Shares”) to 65 accredited investors for aggregate proceeds of $2,795,900.  The Shares were offered and sold in private transactions in reliance upon exemptions from registration pursuant to Section 4(2) and 4(6) of the Securities Act of 1933, as amended (the “Act”) and Rule 506 of Regulation D promulgated thereto.  On September 30, 2009, we accepted all the subscriptions and authorized the issuance of the Shares.
 
We intend to use the proceeds from the sale of the Shares for working capital purposes, hiring new employees and to scale up manufacturing  for  our over-the-counter pain reliever product, Cobroxin.

We relied upon Sections 4(2) and 4(6)  and Rule 506 of Regulation D of the Act in connection with the issuance of the securities. We believed Sections 4(2) and 4(6) and Rule 506 of Regulation D were available because:
 
 
●
We are not and were not a blank check company at the time of the offer or sale;

 
●
The investors had business experience and were accredited investors as defined by Rule 501 of Regulation D of the Act;

 
●
All offers and sales of the investment were made privately and no party engaged in any general solicitation or advertising of the proposed investment;

 
●
Each investor had a preexisting social, personal or business relationship with us and members of our management;

 
●
The investors were provided with all information sufficient to allow them to make an informed investment decision;

 
●
The investors had the opportunity to inspect our books and records and to verify statements made to them;

 
●
The securities representing the investment were issued with a restrictive legend indicating the securities represented by the certificate have not been registered; and

 
●
No party received any transaction-based compensation such as commissions.
 
 
 
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.

Dated: October 6, 2009

Nutra Pharma Corp.

/s/ Rik Deitsch
By: Rik Deitsch, Chief Executive Officer/Chairman of the Board

 
 
 
 
 
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