Amended Statement of Beneficial Ownership (sc 13d/a)
15 January 2022 - 9:15AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment No. 2)*
Nutra
Pharma Corp.
(Name of Issuer)
Common
Stock
(Title of Class of Securities)
67060U208
(CUSIP
Number)
Rik
J. Deitsch
1537
NW 65th Avenue
Plantation,
Florida 33313
954-509-0911
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November
15, 2021
(Date
of Event Which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§240.13d–1(e), 240.13d–1(f) or 240.13d–1(g), check the following
box. ☐
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d–7
for other parties to whom copies are to be sent.
*The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover
page.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
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CUSIP
No. 67060U208
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SCHEDULE
13D
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Page
2 of 4
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1
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NAME
OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Rik J. Deitsch
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2
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CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
☐
(b)
☐
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3
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SEC
USE ONLY
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4
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SOURCE OF FUNDS
(SEE INSTRUCTIONS)
OO
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH:
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7
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SOLE
VOTING POWER
55,298,859
(1)
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8
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SHARED
VOTING POWER
0
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9
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SOLE
DISPOSITIVE POWER
55,298,859
(1)
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10
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SHARED
DISPOSITIVE POWER
0
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
55,298,859
(1)
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
(SEE INSTRUCTIONS)
☐
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
62.3% (1)
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14
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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(1)
Includes 43,298,859 shares of Common Stock and 12,000,000 shares of Series B Preferred Stock. Total voting % indicated on row 13 is calculated
based on 19,325,985,964 shares of issued and outstanding voting capital stock, including 7,325,985,964 shares of Common Stock and 12,000,000,000
shares of Series B preferred stock calculated on as-converted basis, as of November 15, 2021. Each share of Common Stock is entitled
to one vote per share. Each share of Series B Preferred Stock is entitled to 1,000 votes per share or an aggregate of 12,000,000,000
votes and votes together with Common Stock on as-converted basis as a single class on matters submitted to a vote of stockholders.
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CUSIP
No. 67060U208
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SCHEDULE
13D
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Page
3 of 4
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Item
1. Security and Issuer.
The
class of securities to which this Schedule 13D relates are the Common Stock and Series B preferred stock of Nutra Pharma Corp
(“Issuer” or “NPHC”). The principal executive offices of NPHC are located at 1537 NW 65th Avenue, Plantation,
Florida 33313.
Item
2. Identity and Background.
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(a)
Name: Rik J. Deitsch.
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(b)
Business Address: 1537 NW 65th Avenue, Plantation, Florida 33313.
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(c)
Present Principal Occupation: Chief Executive Officer of the Issuer.
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(d)
Criminal Proceedings: None.
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(e)
Civil Proceedings: Securities and Exchange Commission v. Nutra Pharma Corporation, Erik Deitsch, and Sean Peter McManus (Case No. 2:18-cv-05459).
The proceedings are ongoing and no final order, decree, or judgment has been passed against the defendants, including Mr. Rik Deitsch
enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
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(f)
Citizenship: United States.
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Item
3. Source and Amount of Funds or Other Consideration.
On
February 26, 2021, the Board approved the grant of 9,000,000 shares of Series B Preferred Stock in satisfaction of corporate debt owed
by the Issuer to Mr. Deitsch. On August 20, 2021, Rik Deitsch (“Mr. Deitsch”) and the Issuer entered into a certain
Share Exchange Agreement, pursuant to which the Issuer agreed to exchange approximately 3,000,000 shares of Series A Preferred Stock
of the Issuer for an equal number of Series B Preferred Stock of the Issuer. All 12,000,000 shares of Series B Preferred Stock were issued
to Mr. Deitsch on November 15, 2021.
Item
4. Purpose of Transaction.
In
addition to Mr. Deitsch’s common stockholdings, the reporting person holds 12,000,000 shares of the Issuer’s non-convertible
Series B Preferred Stock. Each share of the Issuer’s Common Stock is entitled to one vote per share on each matter submitted to
a vote of stockholders. Each share of the Issuer’s non-convertible Series B Preferred Stock is entitled to 1,000 votes per share
on each matter submitted to a vote of stockholders. Holders of preferred shares vote along with common stockholders on each matter submitted
to a vote of security holders. As a result of the multiple votes accorded to holders of the non-convertible Series B Preferred Stock,
Mr. Deitsch has the ability to control the outcome of all matters submitted to a vote of stockholders.
Mr.
Deitsch’s aggregate voting power, with his common and preferred stockholdings, is approximately 62.3%.
Mr.
Deitsch has voted in favor of the Issuer’s proposal to amend the Certificate of Incorporation by increasing authorized shares of
Common Stock from 8 billion to 12 billion.
Except
as mentioned above, Mr. Deitsch does not have any present plans or proposals that relate to or would result in the occurrence of any
of the events or matters described in Item 4(a)-(j) of Schedule 13D.
Item
5. Interest in Securities of the Issuer
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Reporting
Person
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Amount
beneficially owned:
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Percent
of Class*
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Sole
power to vote or direct the vote:
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Shared
power to vote or to direct the vote:
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Sole
power to dispose or to direct the disposition of:
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Shared
power to dispose or to direct the disposition of:
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Rik
J. Deitsch
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55,298,859
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(1)
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62.3%
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(1)
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55,298,859
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(1)
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0
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55,298,859
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(1)
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0
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(1)
Includes 43,298,859 shares of Common Stock and 12,000,000 shares of Series B Preferred Stock. Each share of Common Stock is entitled
to one vote per share. Each share of Series B Preferred Stock is entitled to 1,000 votes per share or an aggregate of 12,000,000,000
votes. Holders of preferred shares vote along with common stockholders on each matter submitted to a vote of security holders. Accordingly,
Mr. Deitsch’s aggregate voting power, with his common and preferred stockholdings, is approximately 62.3%.
(c)
Mr. Deitsch did not effect any transactions in the Issuer’s Common Stock in the last 60 days.
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CUSIP
No. 67060U208
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SCHEDULE
13D
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Page
4 of 4
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(d)
None.
(e)
Not applicable.
Item
6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
The
information set forth herein under Items 3, 4, and 5 is incorporated herein by reference.
Item
7. Material to be Filed as Exhibits.
None.
[Signature
page follows]
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
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Date:
January 14, 2022
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Rik
J. Deitsch
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/s/
Rik J. Deitsch
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Rik
J. Deitsch, Individually
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