UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
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Securities registered under Section 12(b) of the Exchange Act:
| Title of class | Trading symbol | Name of each exchange on which registered | ||
| N/A | N/A | N/A |
Nutra Pharma Corp. is referred to herein as “we,” “our,” “us,” or the “Company”.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Rik J. Deitsch as our Chief Executive Officer, Director, Chairman of the Board, and Chief Financial Officer
As a result of the Company’s and Mr. Deitsch’s respective settlements with the Securities and Exchange Commission (the “SEC” or “Commission”) as further discussed below under Item 8.01, on March 19, 2024, Mr. Deitsch submitted a letter of resignation to our Board of Directors and thereby resigned as Chief Executive Officer, Director, Chairman of the Board, and Chief Financial Officer of Nutra Pharma Corp., effective immediately. Following his resignation as an officer and director of the Company, Mr. Deitsch will continue to work for the Company in a new role as the Company’s Operations Manager. Mr. Deitsch was appointed as the Company’s Operations Manager by our Board of Directors effective March 19, 2024.
Appointment of Dr. Michael Flax as our Chairman, Chief Financial Officer and Chief Executive Officer
On March 20, 2024, our Board of Directors unanimously approved of the appointment of Michael Flax, DDS as our Chief Executive Officer, Director, Chairman of the Board and Chief Financial Officer. Dr. Flax served previously as the Company’s President and Chief Executive Officer and as a member of our Board of Directors.
Dr. Michael Flax’s Biographical Information
Michael D. Flax, D.D.S., M.S., P.A. (69) was previously President and Chief Executive Officer of Nutra Pharma Corp. from November 2001 through November 2002. He also served as a Director of Nutra Pharma Corp. from November 2001 through June 2005.
From 2020 through the present, Dr. Flax has served on the Board of Appeals for United Healthcare of Fort Lauderdale, Florida. From July of 2011 through August of 2020, he served as the Program Director for Graduate Endodontics for the Nova Southeastern College of Dental Medicine in Fort Lauderdale. From May of 1998 through August of 2020, Dr. Flax served as the CEO and Co-Founder of Solstice Benefits in Fort Lauderdale. From August of 1996 through August of 2011, he served as an Associate Professor of Endodontics for the Nova Southeastern College of Dental Medicine in Fort Lauderdale. From June of 1986 through June of 2011, he was self-employed in the practice of Endodontics in Coral Springs, Florida. From 1986 through 1991, Dr. Flax served as an Instructor for the Department of Endodontics at the University of Pennsylvania School of Medicine – Graduate Division in Philadelphia, Pennsylvania. From 1986 through 1991, Dr. Flax served as an Instructor for the Department of Endodontics at Temple University School of Dentistry in Philadelphia, Pennsylvania. Dr. Flax is a Diplomate of the American Board of Endodontics, a member of the American Association of Endodontics, and a Fellow of the American College of Dentists.
Dr. Flax has several research papers and presentations including work on the solubility and biocompatibility of calcium hydroxide-containing root canal sealer as well as investigations into anaerobic bacteria in periapical lesions of human teeth. He also worked in medical devices and developed adhesives for pipettes during autoclave procedures.
Dr. Michael Flax holds a certificate from the University of Pennsylvania School of Dental Medicine in Endodontics, 1986, a D.D.S. from Georgetown University Dental School, 1981, an M.S. in chemistry from St. John’s University, 1977, and a B.A. major in chemistry, minor in engineering from Miami University in Oxford, Ohio. He is licensed to practice dentistry in the states of Florida, Maryland, New York, Pennsylvania, and the District of Columbia.
Item 7.01 Regulation FD Disclosure.
On March 22, 2024, the Company issued a press release regarding the bifurcated settlements with the Commission in Item 8.01 of this Current Report on Form 8-K; a copy of such press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated in this Item 7.01 by reference. The information included in this Item 7.01 and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 8.01 Other Events.
On March 19, 2024, the U.S. District Court for the Eastern District of New York (the “Court”) in SEC v. Nutra Pharma Corporation, Erik Deitsch a/k/a Rik Deitsch, and Sean Peter McManus, Case No. 1:18-cv-05459-JS (E.D.N.Y.), approved bifurcated settlements in the form of partial consent judgments (the “Consent Judgments”) entered by the Court. Pursuant to the Consent Judgments, the Company, Rik Deitsch and Sean McManus (collectively, the “Defendants”), without admitting or denying the allegations of the Complaint except as to jurisdiction and solely in respect of Mr. Deitsch and Mr. McManus, except as to certain exceptions to discharge under Section 523 of the Bankruptcy Code, resolved all liability issues as to each Defendant and certain remedies as to Mr. Deitsch and left open other issues relating to remedies regarding the appropriateness and amount of disgorgement and/or civil penalties to be paid as to all Defendants, and whether a penny stock bar shall be imposed against Mr. McManus, and if so, the length of any such bar, for later resolution by the Court upon motion or further settlement. The Consent Judgments, among other things:
| (1) | Permanently enjoin Nutra Pharma Corp. from committing violations of the federal securities laws that the SEC has alleged in the case, including violations of Sections 5(a), 5(c), and 17(a) of the Securities Act, Sections 10(b) and 13(a) of the Securities Exchange Act, and Rules 10b-5, 13a-11, and 13a-13 thereunder; | |
| (2) | Permanently enjoin Rik Deitsch from committing violations of the federal securities laws that the SEC has alleged in this case, including violations of Sections 5(a), 5(c), and 17(a) of the Securities Act, Sections 9(a)(2), 10(b), 13(a), 13(d), and 16(d) of the Securities Exchange Act, and Rules 10b-5, 13a-14, 13d-2, and 16a-3 thereunder; impose a three-year officer-and-director bar on Deitsch, pursuant to 15 U.S.C. §§ 77t(e) and 78u(d)(2); and impose a three-year penny-stock bar on Deitsch, pursuant to 15 U.S.C. § 78u(d)(6); and | |
| (3) | Permanently enjoin Sean McManus from committing violations of the federal securities laws that the SEC has alleged in the case, including violations of Section 17(a) of the Securities Act and Sections 10(b) and 15(a) of the Exchange Act and Rule 10b-5 thereunder. |
As described above, the Consent Judgments leave open for later resolution by the Court upon motion or further settlement the amounts of disgorgement, if any, and/or civil penalties, if any, to be paid as to all Defendants, and whether a penny stock bar shall be imposed as to Sean McManus, and if so, the length of any such bar.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 | Press Release of the Company dated March 22, 2024. | |
| 99.2 | Resignation Letter of Rik J. Deitsch | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
INDEX OF EXHIBITS
| Exhibit No. | Description | |
| 99.1 | Press Release of the Company dated March 22, 2024 | |
| 99.2 | Resignation Letter of Rik J. Deitsch | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
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.
| NUTRA PHARMA CORP. | ||
| Dated: March 22, 2024 | By: | /s/ Michael Flax, DDS |
| Michael Flax | ||
| Chief Executive Officer, Chief Financial Officer and Chairman of the Board | ||
Exhibit 99.1
Contact:
Nutra Pharma Corp.
Nina Goldstein
877-895-5647
Nutra Pharma Corp. Reaches Settlement with SEC
Nutra Pharma Corp. has reached a bifurcated settlement with the SEC along with its CEO and a Consultant to the company.
March 22, 2024 -- Coral Springs, Florida -- Nutra Pharma Corporation (OTC: NPHC), (“Nutra Pharma” or the “Company”) reached a settlement with the U.S. Securities and Exchange Commission (“SEC”) earlier this week.
On March 19, 2024, the United States District Court for the Eastern District of New York in SEC v. Nutra Pharma Corporation, Erik Deitsch a/k/a Rik Deitsch, and Sean Peter McManus, Case No. 1:18-cv-05459-JS (E.D.N.Y.), approved bifurcated settlements in the form of consent judgments (the “Consent Judgments”) entered by the Court, wherein the Defendants, without admitting or denying the allegations of the Complaint except as to personal and subject matter jurisdiction, resolved all liability issues and certain remedies as to each Defendant and left open other issues relating to remedies regarding the appropriateness and amount of disgorgement and/or civil penalties to be paid as to all Defendants, and whether a penny stock bar shall be imposed against Defendant McManus, and if so, the length of any such bar, for later resolution by the Court upon motion or further settlement. The Consent Judgments, among other things:
(1) Permanently enjoin Defendant Nutra Pharma from committing violations of the federal securities laws that the SEC has alleged in this case, including violations of Sections 5(a), 5(c), and 17(a) of the Securities Act of 1933 (the “Securities Act”), Sections 10(b) and 13(a) of the Securities Exchange Act of 1934 (the “Exchange Act”), and Rules 10b-5, 13a-11, and 13a-13 thereunder;
(2) Permanently enjoin Defendant Deitsch from committing violations of the federal securities laws that the SEC has alleged in this case, including violations of Sections 5(a), 5(c), and 17(a) of the Securities Act, Sections 9(a)(2), 10(b), 13(a), 13(d), and 16(d) of the Securities Exchange Act, and Rules 10b-5, 13a-14, 13d-2, and 16a-3 thereunder; impose a three-year officer-and-director bar on Deitsch, pursuant to 15 U.S.C. §§ 77t(e) and 78u(d)(2); and impose a three-year penny-stock bar on Deitsch, pursuant to 15 U.S.C. § 78u(d)(6); and
(3) Permanently enjoin Defendant McManus from committing violations of the federal securities laws that the SEC has alleged in this case, including violations of Section 17(a) of the Securities Act and Sections 10(b) and 15(a) of the Exchange Act and Rule 10b-5 thereunder.
“Pursuant to our settlement with the SEC, I have tendered my resignation as Chairman and CEO of Nutra Pharma Corp effective March 19th,” stated Rik J Deitsch. “The Company’s former CEO, Dr. Michael Flax, will resume this position effective immediately and also serve as Nutra Pharma’s Chairman and CFO,” he continued. “This is an exciting time for the Company as we have an opportunity to move our operations ahead and fulfill on the promises of our portfolio of products and our Intellectual Property,” he concluded.
Following his resignation as an officer and director of the Company, our Board of Directors has appointed Mr. Deitsch to the position of Operations Manager: reporting to Joe Lucas, VP of Operations.
“It’s great to be back at Nutra Pharma,” commented Michael Flax, DDS; incoming Chairman and CEO of Nutra Pharma Corp. “I’ve been a former officer and long-term investor in the Company and I’m excited to be part of its future,” he continued. “We have a lot of things planned as we get past the issues the Company has been facing over the last five years and move into our next phase of growth, including: planned retail rollouts, clinical trials on our ethical drugs and expansion of contract manufacturing at our new facility in Boca Raton,” he concluded.
The Company expects to have updates shortly as the new Executive team executes on their business plan.
About Nutra Pharma Corp.
Nutra Pharma Corporation operates as a biotechnology company specializing in the acquisition, licensing, and commercialization of pharmaceutical products and technologies for the management of neurological disorders, cancer, autoimmune, and infectious diseases, including Multiple Sclerosis (MS), Human Immunodeficiency Virus (HIV), Adrenomyeloneuropathy (AMN) and Pain. Additionally, the Company markets drug products for sale for the treatment of pain under the brand Nyloxin® and Pet Pain-Away™. For additional information about Nutra Pharma, visit:
http://www.NutraPharma.com or
http://www.nyloxin.com
http://www.petpainaway.com
SEC Disclaimer
This press release contains forward-looking statements. The words or phrases “would be,” “will allow,” “intends to,” “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimate,” “project,” or similar expressions are intended to identify “forward-looking statements.” Actual results could differ materially from those projected in Nutra Pharma’s (“the Company”) business plan. The Company’s filings may be accessed at the SEC’s Edgar system at www.sec.gov. Statements made herein are as of the date of this press release and should not be relied upon as of any subsequent date. The Company cautions readers not to place reliance on such statements. Unless otherwise required by applicable law, we do not undertake, and we specifically disclaim any obligation, to update any forward-looking statements to reflect occurrences, developments, unanticipated events or circumstances after the date of such statement.
# # #
Exhibit 99.2
RIK J DEITSCH
6400 Park of Commerce Blvd ♦ Suite 1B
Boca Raton, FL 33487
Office (954) 509-0911 ♦ Fax (866) 744-3655
March 19, 2024
Board of Directors
Nutra Pharma Corporation
Members of the Board:
Pursuant to my settlement with the Securities and Exchange Commission (SEC) I am resigning as Chief Executive Officer, Director, Chairman of the Board, and Chief Financial Officer of Nutra Pharma Corporation effective immediately.
| Sincerely, | |
| Rik J Deitsch |