Attached files
| file | filename |
|---|---|
| EX-10.3 - NUTRA PHARMA CORP | v201981_ex10-3.htm |
| EX-10.1 - NUTRA PHARMA CORP | v201981_ex10-1.htm |
| EX-10.2 - NUTRA PHARMA CORP | v201981_ex10-2.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): November 8, 2010
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NUTRA
PHARMA CORP.
|
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(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
|
|
(State
or jurisdiction of
|
(Commission
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(I.R.S.
Employer
|
|
incorporation
or organization)
|
File
Number)
|
Identification
No.)
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2776
University Drive
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Coral
Springs, Florida 33065
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|
(Address
of principal executive offices) (Zip
Code)
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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.
Item
1.01 Entry into a Material Definitive
Agreement.
On
November 8, 2010, we signed a $10 million purchase agreement with
Lincoln Park Capital Fund, LLC (“LPC”), an Illinois limited liability
company. Upon signing the agreement, we received $200,000 from LPC as
an initial purchase under the $10 million commitment in exchange for 1,666,667
shares of our common stock and warrants to purchase 1,666,667 shares of our
common stock at an exercise price of $0.15 per share. We also entered
into a registration rights agreement with LPC whereby we agreed to file a
registration statement related to the transaction with the U.S. Securities &
Exchange Commission (“SEC”) covering the shares that may be issued to LPC under
the purchase agreement. After the SEC has declared effective the registration
statement related to the transaction, we have the right, in our sole discretion,
over a 30-month period to sell our shares of common stock to LPC in amounts up
to $500,000 per sale, depending on certain conditions as set forth in the
purchase agreement, up to the aggregate commitment of $10 million.
There are
no upper limits to the price LPC may pay to purchase our common stock and the
purchase price of the shares related to the $9.8 million of future funding will
be based on the prevailing market prices of our shares immediately
preceding the time of sales without any fixed discount, and we will control the
timing and amount of any future sales of shares to LPC. LPC shall not
have the right or the obligation to purchase any shares of our common stock on
any business day that the price of our common stock is below $.06.
In
consideration for entering into the $10 million agreement, we issued to LPC
400,000 shares of our common stock as a commitment fee and shall issue up to
2,600,000 shares pro rata as LPC purchases the remaining $9.8 million. The
purchase agreement may be terminated by us at any time at our discretion without
our assuming any cost. Except for a limitation on variable
priced financings, there are no financial or business covenants, restrictions on
future funding, rights of first refusal, participation rights, penalties or
liquidated damages in the agreement. The proceeds received by us
under the purchase agreement are expected to be used for The proceeds
received by us under the purchase agreement are expected to be used for the
production, marketing and distribution of our Nyloxin branded products both
domestically and internationally.
The
foregoing description of the purchase agreement and the registration rights
agreement are qualified in their entirety by reference to the full text of the
purchase agreement and the registration rights agreement, a copy of each of
which is attached hereto as Exhibit 10.1 and 10.2, respectively, and each of
which is incorporated herein in its entirety by reference.
Item
3.02 Unregistered Sales of Equity
Securities.
The
information contained above in Item 1.01 is hereby incorporated by
reference into this Item 3.02.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
|
10.1
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Purchase
Agreement, dated as of November 8, 2010, by and between the Company and
Lincoln Park Capital Fund, LLC.
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10.2
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Registration
Rights Agreement, dated as of November 8, 2010, by and between the Company
and Lincoln Park Capital Fund, LLC.
|
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10.3
|
Form
of Warrant issued to Lincoln Park Capital Fund,
LLC.
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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.
Dated:
November 12, 2010
Nutra
Pharma Corp.
/s/ Rik
Deitsch
By: Rik
Deitsch, Chief Executive Officer