Nutra Pharma Swings to $1.15M Loss Amidst Mounting Debt Concerns

TL;DR

**NUTRA PHARMA IS A ZOMBIE COMPANY, AVOID AT ALL COSTS; IT'S BLEEDING CASH AND ON LIFE SUPPORT.**

AI Summary

NUTRA PHARMA CORP. reported a significant net loss of $1,150,292 for the nine months ended September 30, 2023, a stark reversal from the net income of $4,944,891 in the prior year period. Despite this, net sales increased to $158,532 for the nine months ended September 30, 2023, up from $66,814 in the same period of 2022, with related party sales also rising to $301,206 from $154,966. The company's gross profit improved to $302,716 from $105,526 year-over-year. However, operating expenses increased to $1,049,473 from $991,557, driven by a $105,465 bad debt expense related to a related party. A major factor in the net loss was a negative change in the fair value of convertible notes and derivatives, swinging from a gain of $6,569,581 in 2022 to a loss of $116,850 in 2023. The company faces substantial doubt about its ability to continue as a going concern, evidenced by an accumulated deficit of $74,702,410, a working capital deficit of $13,586,792, and a stockholders' deficit of $13,525,244 as of September 30, 2023.

Why It Matters

This filing reveals a company in deep financial distress, with a substantial accumulated deficit and significant debt in default, raising serious questions about its long-term viability. For investors, the shift from a $4.9 million net income to a $1.15 million net loss, coupled with a $13.5 million working capital deficit, signals extreme risk and potential for total loss of investment. Employees face job insecurity as the company struggles to secure funding. Customers of products like Cobroxin and Nyloxin might see supply chain disruptions or product discontinuation if the company fails. In a competitive biotechnology and pain relief market, Nutra Pharma's inability to secure adequate financing puts it at a severe disadvantage against better-capitalized rivals.

Risk Assessment

Risk Level: high — The company explicitly states "substantial doubt regarding our ability to continue as a going concern" due to recurring significant losses, an accumulated deficit of $74,702,410, a working capital deficit of $13,586,792, and a stockholders' deficit of $13,525,244 as of September 30, 2023. Furthermore, it has "a significant amount of indebtedness in default" and insufficient cash to sustain operations for the next twelve months.

Analyst Insight

Investors should immediately divest any holdings in NUTRA PHARMA CORP. given the explicit going concern warning, massive accumulated deficit, and inability to secure adequate financing. Do not consider this a speculative investment; the risk of total capital loss is exceptionally high.

Financial Highlights

debt To Equity

N/A

revenue

$158,532

operating Margin

N/A

total Assets

N/A

total Debt

N/A

net Income

-$1,150,292

eps

N/A

gross Margin

190.95%

cash Position

N/A

revenue Growth

137.26%

Revenue Breakdown

Key Numbers

• $1,150,292 — Net Loss (for the nine months ended September 30, 2023, a significant reversal from prior year's net income)
• $4,944,891 — Net Income (for the nine months ended September 30, 2022, highlighting the dramatic year-over-year decline)
• $74,702,410 — Accumulated Deficit (as of September 30, 2023, indicating severe historical losses)
• $13,586,792 — Working Capital Deficit (as of September 30, 2023, showing inability to meet short-term obligations)
• $13,525,244 — Stockholders' Deficit (as of September 30, 2023, indicating negative equity)
• $158,532 — Net Sales (for the nine months ended September 30, 2023, an increase from $66,814 in 2022)
• $301,206 — Net Sales to Related Party (for the nine months ended September 30, 2023, an increase from $154,966 in 2022)
• $116,850 — Change in Fair Value of Convertible Notes and Derivatives (Loss) (for the nine months ended September 30, 2023, a significant negative swing from a $6,569,581 gain in 2022)
• 7,099,727,214 — Common Stock Shares Outstanding (as of October 28, 2025, indicating significant share dilution)

Key Players & Entities

• NUTRA PHARMA CORP. (company) — registrant and holding company
• ReceptoPharm, Inc. (company) — wholly-owned subsidiary conducting R&D
• Designer Diagnostics Inc. (company) — inactive wholly-owned subsidiary
• Securities and Exchange Commission (regulator) — filing recipient
• Stemsation (company) — source of stock sale and settlement
• OTC Market Group's Expert Market (market) — current trading venue for common stock
• Cobroxin (product) — over-the-counter pain reliever
• Nyloxin (product) — over-the-counter pain reliever
• Cell Defender (product) — zeolite detoxifier manufactured for a third party

FAQ

Risk Factors

• Going Concern Uncertainty [high — financial]: The company faces substantial doubt about its ability to continue as a going concern due to a significant accumulated deficit of $74,702,410, a working capital deficit of $13,586,792, and a stockholders' deficit of $13,525,244 as of September 30, 2023.
• Significant Net Loss Reversal [high — financial]: Reported a net loss of $1,150,292 for the nine months ended September 30, 2023, a sharp decline from a net income of $4,944,891 in the same period of 2022. This reversal is a critical indicator of deteriorating financial performance.
• Fair Value Volatility of Financial Instruments [high — financial]: A substantial negative swing in the change of fair value of convertible notes and derivatives, from a gain of $6,569,581 in 2022 to a loss of $116,850 in 2023, significantly impacted net income and highlights financial instrument risk.
• Increased Operating Expenses and Bad Debt [medium — operational]: Operating expenses rose to $1,049,473 from $991,557, driven by a $105,465 bad debt expense related to a related party. This indicates potential issues with credit risk or collectability from related entities.
• Dependence on Related Party Transactions [medium — financial]: Related party sales increased to $301,206 from $154,966. While sales are growing, the significant portion of sales and the bad debt expense related to related parties raise concerns about transparency and potential conflicts of interest.
• Dilution from Common Stock [medium — financial]: The company has 7,099,727,214 common stock shares outstanding. While the exact date of this figure is not specified in the provided text, a large number of shares outstanding can indicate significant dilution for existing shareholders.

Industry Context

The pharmaceutical and nutraceutical industries are highly competitive and subject to stringent regulatory oversight. Companies often face challenges related to research and development costs, patent expirations, and market access. Growth in the nutraceutical sector is driven by increasing consumer awareness of health and wellness, but also by intense competition and the need for scientific validation of product claims.

Regulatory Implications

Nutra Pharma Corp. operates in a heavily regulated sector. Compliance with FDA and other health authority regulations is critical for product approval, marketing, and sales. Failure to comply can result in significant penalties, product recalls, and reputational damage, impacting the company's ability to operate and generate revenue.

What Investors Should Do

1. Monitor related party transactions closely for transparency and potential conflicts of interest, especially given the bad debt expense.
2. Evaluate the sustainability of sales growth, particularly the reliance on related party sales, and assess the underlying drivers of this growth.
3. Scrutinize the company's strategy for addressing its going concern status and accumulated deficit, as this poses a significant risk to investment.
4. Analyze the impact of fair value fluctuations on financial instruments and assess the company's risk management strategies for these volatile assets.
5. Consider the significant share count and potential for further dilution when evaluating investment potential.

Key Dates

• 2023-09-30: Nine months ended September 30, 2023 — Period marked by a significant net loss of $1,150,292, increased sales, but also a substantial negative swing in fair value of financial instruments and a growing accumulated deficit.
• 2022-09-30: Nine months ended September 30, 2022 — Period reported a net income of $4,944,891 and a significant gain from the fair value of convertible notes and derivatives, contrasting sharply with the current period's performance.

Glossary

Accumulated Deficit

The total cumulative net losses of a company that have not been offset by net income or other gains since its inception. (Indicates severe historical unprofitability for Nutra Pharma Corp., reaching $74,702,410 as of September 30, 2023.)

Working Capital Deficit

Occurs when a company's current liabilities exceed its current assets, indicating a potential inability to meet short-term obligations. (Nutra Pharma Corp. has a working capital deficit of $13,586,792 as of September 30, 2023, highlighting liquidity concerns.)

Stockholders' Deficit

The negative value of a company's equity, occurring when total liabilities exceed total assets. (Nutra Pharma Corp. has a stockholders' deficit of $13,525,244 as of September 30, 2023, meaning the company has negative net worth.)

Fair Value of Convertible Notes and Derivatives

The estimated market price of financial instruments that can be converted into stock or that derive their value from an underlying asset. (Significant fluctuations in the fair value of these instruments, from a large gain in 2022 to a loss in 2023, heavily impacted Nutra Pharma Corp.'s net income.)

Related Party Sales

Revenue generated from transactions with entities or individuals that have a close relationship with the company, such as management, major shareholders, or affiliated companies. (These sales represent a significant portion of Nutra Pharma Corp.'s revenue and also contributed to a bad debt expense, raising questions about the nature of these transactions.)

Year-Over-Year Comparison

Nutra Pharma Corp. has experienced a dramatic shift in financial performance compared to the prior year. Net income has reversed into a substantial net loss of $1,150,292 for the nine months ended September 30, 2023, from a profit of $4,944,891 in the same period of 2022. While net sales have more than doubled to $158,532, this increase is overshadowed by the significant loss. Gross profit improved, but operating expenses rose, notably due to bad debt. The most impactful change is the swing from a large gain to a loss in the fair value of convertible notes and derivatives, which severely impacted profitability.

Filing Documents

• form10-q.htm (10-Q) — 1631KB
• ex31-1.htm (EX-31.1) — 19KB
• ex32-1.htm (EX-32.1) — 7KB
• 0001493152-25-019875.txt ( ) — 11404KB
• nphc-20230930.xsd (EX-101.SCH) — 67KB
• nphc-20230930_cal.xml (EX-101.CAL) — 72KB
• nphc-20230930_def.xml (EX-101.DEF) — 350KB
• nphc-20230930_lab.xml (EX-101.LAB) — 525KB
• nphc-20230930_pre.xml (EX-101.PRE) — 466KB
• form10-q_htm.xml (XML) — 1838KB

FINANCIAL INFORMATION

PART I. FINANCIAL INFORMATION F-1

Financial Statements

Item 1. Financial Statements F-1 Condensed Consolidated Balance Sheets as of September 30, 2023 (Unaudited) and December 31, 2022 F-1 Condensed Consolidated Statements of Operations for the Three and Nine months ended September 30, 2023 and 2022 (Unaudited) F-2 Condensed Consolidated Statements of Changes in Stockholders' Deficit for the Three months ended September 30, 2023 and 2022 (Unaudited) F-3 Condensed Consolidated Statements of Changes in Stockholders' Deficit for the Nine months ended September 30, 2023 and 2022 (Unaudited) F-4 Condensed Consolidated Statements of Cash Flows for the Nine months ended September 30, 2023 and 2022 (Unaudited) F-5 Notes to Condensed Consolidated Financial Statements (Unaudited) F-6

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 4

Quantitative and Qualitative Disclosures about Market Risk

Item 3. Quantitative and Qualitative Disclosures about Market Risk 10

Controls and Procedures

Item 4. Controls and Procedures 10

OTHER INFORMATION

PART II. OTHER INFORMATION 11

Legal Proceedings

Item 1. Legal Proceedings 11

Unregistered Sales of Equity Securities and Use of Proceeds

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 12

Defaults Upon Senior Securities

Item 3. Defaults Upon Senior Securities 12

Mine Safety Disclosure

Item 4. Mine Safety Disclosure 12

Other Information

Item 5. Other Information 12

Exhibits

Item 6. Exhibits 12 2 Nutra Pharma Corp ("Nutra Pharma") and its wholly owned subsidiary, ReceptoPharm, Inc. ("ReceptoPharm"), are referred to herein as "we", "our" or "us" (ReceptoPharm is also individually referred to herein). Forward Looking Statements This Quarterly Report on Form 10–Q for the period ending September 30, 2023, contains forward–looking statements that involve risks and uncertainties, as well as assumptions that if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such 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 that could be deemed forward–looking statements, including: (a) any projections of revenue, gross margin, expenses, earnings or losses from operations, synergies or other financial items; and (b) any statements of the plans, strategies and objectives of management for future operations; and (c) any statement concerning developments, plans, or performance. 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. 3 PART I. FINANCIAL INFORMATION Item 1. Financial Statements NUTRA PHARMA CORP. Condensed Consolidated Balance Sheets September 30, December 31, 2023 2022 (Unaudited) ASSETS Current assets: Cash $ - $ - Accounts receivable 21,969 21,664 Inventory, current portion 29,087 23,866 Other receivable 4,000 - Convertible notes receivable, net of discount 3,300 225,396 Receivable from s

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