Unassociated Document
UNITED
STATES
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): April 10, 2008.
NUTRA
PHARMA CORP.
(Exact
name of registrant as specified in its charter)
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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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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The
Registrant, Nutra Pharma Corp, is hereafter referred to as “we”, “us” or
“our”.
ITEM
1.01 Entry into a Material Definitive Agreement
Background
Prior
to
the April 10, 2008 Agreement and Plan of Merger described below (“the
Agreement”), from February, 2004 to February 10, 2006, we acquired 4,444,444
shares of ReceptoPharm, Inc., a Nevada corporation (“ReceptoPharm”) for $2
million, which shares then represented approximately thirty-eight percent (38%)
of ReceptoPharm’s total outstanding common stock shares. The Agreement described
below reflects our acquisition of the remaining approximately sixty-two percent
(62%) of ReceptoPharm’s outstanding shares, and our ownership now of 100%
ownership of ReceptoPharm as our wholly owned subsidiary (the “Merger”).
The
Agreement
On
April
10, 2008, we completed the Agreement by and among us, NP Acquisition
Corporation, a Nevada corporation (referred to in the Agreement and herein
as
“the Acquisition”), ReceptoPharm, and certain stockholders of ReceptoPharm
(referred to in the Agreement and herein as “the Executing Stockholders”). The
Agreement provides that: (a) the Acquisition will be merged into ReceptoPharm,
at which time ReceptoPharm’s corporate existence will continue unaffected and
unimpaired by the Merger, the separate existence of the Acquisition will cease,
and ReceptoPharm will be the Surviving Corporation; (b) Articles of Merger
reflecting the merger described in (a) will be filed with the Nevada Secretary
of State ; (c) the Merger is effective on the date that the Articles of Merger
are filed with the Nevada Secretary of State (“the Effective Date”); (d) at the
Effective Date, ReceptoPharm’s Articles of Incorporation and Bylaws will be the
Articles of Incorporation and Bylaws of the Surviving corporation
[ReceptoPharm]; (e) the members of the Board of Directors of ReceptoPharm and
its officers immediately prior to the Effective Date will become members of
the
Board of Directors of the Surviving Corporation [ReceptoPharm]; (f) at the
Effective Date, all of the issued and outstanding shares of the capital stock
of
the Acquisition and ReceptoPharm will, by reason of the Merger, be converted
as
follows: (i) each share of the common stock of Acquisition will be converted
into one (1) share of ReceptoPharm’s common stock; and (ii) each share of
ReceptoPharm common stock (apart from shares of ReceptoPharm common stock that
we or our subsidiary own), will be converted into four (4) shares of our common
stock, provided that in no event will the number of our shares of common stock
issued in connection with the transactions exceed thirty million (30,000,000)
shares.
In
accordance with the above-described terms, on April 10, 2008, the following
shares were exchanged: (a)
Paul F.
Reid received 7,000,000 shares of our
common stock in exchange for 1,750,000 shares of ReceptoPharm’s common stock;
(b)
Laurence
N. Raymond received 7,200,000 shares of our
common stock in exchange for 1,800,000 shares of ReceptoPharm’s common stock;
(c)
Harold
H. Rumph received 4,400,000 shares of our
common stock in exchange for 1,100,000 shares of ReceptoPharm’s common stock;
and (d)
John
David Schmidt received 400,000 shares of our
common stock in exchange for 100,000 shares of ReceptoPharm’s common stock.
Additionally,
the Agreement provides that we appoint Paul F. Reid and Harold H. Rumph to
our
Board of Directors, both of whom we did so appoint on April 10, 2008
(See
Item
5.02 below).
In
the
Agreement, the parties make certain representations and warranties and agree
to
certain covenants that are customary for similar transactions, including
a
mutual indemnification provision between ReceptoPharm and us. The Agreement
further provides that the maximum amount of indemnified losses will not exceed
$30,000. We also granted piggyback registration rights to the ReceptoPharm
holders that received our shares of common stock in the share
exchange.
ITEM
2.01 Completion of Acquisition or Disposition of Assets.
Effective
April 10, 2008, we acquired all of the remaining outstanding shares of
ReceptoPharm. We filed Articles of Merger with the State of Nevada on April
10,
2008, at which time ReceptoPharm was merged into us and became our wholly owned
subsidiary.
ITEM
3.02 Unregistered
Sales of Equity Securities
On
the
Effective Date of April 10, 2008, in accordance with the terms of the Agreement,
the following exchange and related issuance of shares occurred: (a)
Paul F.
Reid received 7,000,000 shares of our
common stock in exchange for 1,750,000 shares of ReceptoPharm’s common stock;
(b)
Laurence
N. Raymond received 7,200,000 shares of our
common stock in exchange for 1,800,000 shares of ReceptoPharm’s common stock;
(c)
Harold
H. Rumph received 4,400,000 shares of our
common stock in exchange for 1,100,000 shares of ReceptoPharm’s common stock;
and (d)
John
David Schmidt received 400,000 shares of our
common stock in exchange for 100,000 shares of ReceptoPharm’s common
stock.
Item
5.02 Departure of Directors or Principal Officers; election of Directors;
Appointment of Principal Officers
(d)
Appointment of Directors
On
April
10, 2008, our Board of Directors appointed Messrs. Paul F. Reid and Harold
H.
Rumph as members of our Board of Directors. The appointments were made in
connection with the Agreement described above in Item 1.01. At this time, a
determination has not been made regarding the Board committees on which the
new
directors may serve, if any. The addition of Messrs Reid and Rumph to our Board
of Directors brings our current membership to five (5) directors.
Paul
F. Reid, PhD
From
June
2001 to present, Paul F. Reid, PhD has been the Chief Executive Officer of
ReceptoPharm, Inc., a biotechnology company located Plantation, Florida.
From
August 1996 to April 2001, Dr. Reid was the Head of Scientific Affairs for
Biotherapeutics, Inc., a biotechnology company located in Fort Lauderdale,
Florida. In 1987, Dr. Reid received a Bachelor of Arts Degree in Microbiology
from Trinity College in Dublin, Ireland. In 1993, Dr. Reid received a PhD
Degree
in Neurobiochemistry from Imperial College in London,
England.
Harold
H. Rumph
From
May
2003 to present,
Harold H. Rumph has been the President/Director of ReceptoPharm, Inc., a
biotechnology company located in Plantation, Florida. From September 1988 to
April 2003, Mr. Rumph was the President/Founder of Project Scheduling Services,
Inc., a computerized scheduling services company to the construction industry,
located in Pompano Beach, Florida. From 1962 to 1988, Mr. Rumph held managerial,
marketing , and other positions with IBM, RCA, Xerox , Harris Corporation and
was a founder and President of Biogenix, Inc., a biotechnology company located
in Boca Raton, Florida. From 1953 to 1962, Mr. Rumph served on active duty
with
various responsibilities including Tactical Fighter Pilot and at Headquarters
United States Air Force Intelligence with the United States Air Force. In 1953,
Mr. Rumph received a Bachelor of Science Degree in Military Science from the
United States Naval Academy in Annapolis Maryland.
ITEM
9.01 Financial Statements and Exhibits
(a)
Financial statements of business acquired
In
accordance with the requirements of Item 9.01(a)(4), we will file by amendment
to this Form 8-K not later than seventy-one (71) calendar days after the date
of
this initial report on Form 8-K, ReceptoPharm’s financial statements that
conform to the requirements of Regulation S-X as provided for in Item
9.01.
(d)
Exhibits.
As
noted
below, we have attached hereto: (a) Exhibit 10.01 - Agreement and Plan of
Merger; and (b) Exhibit 99.1, a press release regarding the matters contained
in
this Form 8-K that we intend to release to the public after this Form 8-K is
filed with the Securities and Exchange Commission.
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Exhibit
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Number
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Description
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10.1
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Agreement
and Plan of Merger
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99.1
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Press
Release
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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 14, 2008
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By:
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/s/ Rik J. Deitsch
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Rik J. Deitsch
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Chairman and Chief Executive Officer
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