{"url_path":"/sec/cik-0001119643/10-k/2026/item-13","section_key":"item-13","section_title":"Item 13 Certain Relationships and Related Transactions, and Director Independence**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-05-20","source_url":"https://www.sec.gov/Archives/edgar/data/1119643/0001493152-26-024641-index.html","accession_number":"0001493152-26-024641","cik":"0001119643","ticker":null,"issuer_name":"NUTRA PHARMA CORP","edgar_url":"https://www.sec.gov/Archives/edgar/data/1119643/0001493152-26-024641-index.html","primary_entity_key":"0001119643","primary_entity_name":"NUTRA PHARMA CORP"},"word_count":1077,"has_tables":true,"body_markdown":"**Item\n13. Certain Relationships and Related Transactions, and Director Independence**\n\n \n\n*Due\nto Officers*\n\n \n\nAt\nDecember 31, 2025 and 2024, the balance due to Rik Deitsch, the Company’s former CEO, and the companies majority owned and controlled\nby him (collectively referred to as “Due to Officer”) in the aggregate is $1,339,794 and $986,264, respectively. As of December\n31, 2025, the balance consisted solely of amounts due to companies majority owned and controlled by this officer, as all amounts previously\ndue to the officer individually had been fully repaid as of that date. The balance is unsecured. A portion of the December 31, 2024 balance\nwas accruing interest at 4% per annum until repaid in full. The remaining portion is non-interest bearing and relates to amounts due\nto companies majority owned and controlled by him. Accrued interest is included in the “Due to officer” balance on the accompanying\nconsolidated balance sheets.\n\n \n\nDuring\nthe year ended December 31, 2025, in the aggregate, we repaid $199,637 and were advanced $552,504. During the year ended December 31,\n2024, in the aggregate, we repaid $206,982 and were advanced $530,396.\n\n \n\nInterest\nexpense related to amounts due to the officer was $663 and $3,418 for the years ended December 31, 2025 and 2024, respectively. The Company\nhad fully reserved receivables from companies owned by him. The reserve was $177,261 as of December 31, 2025 and 2024.\n\n \n\nDuring\nMarch 2024, upon the appointment of Michael Flax as the Company’s Chief Executive Officer, the Company reclassified convertible\nnotes payable totaling $253,000 with original issuance discounts of $33,000, which were issued during 2021 and 2022, to due to officer.\nThe notes bear a conversion price of $0.0008 per share and have a contractual maturity of one year from their respective funding dates.\nThe notes are currently in default. \n\n \n\n*Debt\nowed to a Director*\n\n \n\nDuring\n2010 we borrowed $200,000 from one of our directors. Under the terms of the loan agreement, this loan was expected to be repaid in nine\nmonths to a year from the date of the loan along with interest calculated at 10% for the first month plus 12% after 30 days from funding.\nWe are in default regarding this loan. The loan is under personal guarantee by Mr. Deitsch. We repaid the principal balance in full as\nof December 31, 2016. The Company paid $65,000 of accrued interest during 2021 and 2022, including $10,000 settled through the issuance\nof 12,500,000 shares of common stock in a related-party transaction in 2021, and paid an additional $10,000 of accrued interest during\n2025. At December 31, 2025 and 2024, we owed this director accrued interest of $202,831 and $189,961, respectively.\n\n \n\n*Related\nParty Transactions*\n\n \n\nThe\nCompany acts as a product formulator and contract manufacturer for Avini Health (“Avini”). The Company’s former chief\nexecutive officer, who held that position through March 2024, is an owner of Avini and is its chief scientific officer. Following March\n2024, this individual assumed the role of Operations Manager of the Company. \n\n \n\nDuring\nSeptember 2023, the sales and manufacturing structure between the Company and Avini was revised. Avini assumed responsibility for manufacturing\nits own products, and the Company transferred to Avini certain raw materials and packaging supplies related to amounts previously advanced\nby Avini. In connection with this transition, the Company relocated its operations to a Boca Raton facility leased by Avini. Under this\narrangement, the Company uses the facility rent-free, shares space and resources with Avini, and Avini pays all lease and office-related\nexpenses. Sales to Avini declined beginning in 2024 as Avini manufactures its own products. As a result, the Company benefited from reduced\noperating costs and continued access to manufacturing capabilities for its own Nutra Pharma–branded products. \n\n \n\nAs\nof December 31, 2024, the Company had recorded deferred revenue of $234,757, representing cash received from Avini in advance of performance\nunder prior contractual arrangements, and accounts receivable of $5,800 related to Avini product sales in December 2024. In connection\nwith Avini’s assumption of manufacturing responsibilities, the anticipated reduction in future revenue from Avini, and the restructuring\nof the parties’ commercial relationship, Avini agreed to forgive a total of $240,557. The Company accounted for the forgiveness\nas a capital contribution, and the amount was recorded as an increase to Additional Paid-In Capital during 2024.\n\n \n\nAs\nof December 31, 2025 and 2024, the Company recorded accounts receivable from related party of $24,385 and $5,800, respectively, related\nto Avini product sales. \n\n \n\nDuring\n2025, Avini purchased certain raw materials on behalf of the Company for use in the manufacture of private label products. These purchases\ntotaled $37,416 during 2025, and have been reimbursed to Avini in full as of December 31, 2025. \n\n \n\nDuring\nthe first quarter of 2024, the Company reclassified a portion of previously issued convertible debts for a total of $253,000 to due to\nofficers upon the appointment of Michael Flax as the Chief Executive Officer of the Company. \n\n \n\nAs\nof December 31, 2025 and 2024, we had the following related party balances: \n\n \n\n  \nDecember 31, 2025  \nDecember 31, 2024 \n\nAccount receivable – related party, net \n$24,385  \n$5,800 \n\nDue to officers (See Note 5) \n 1,592,794  \n 1,239,264 \n\nAccrued payroll due to officers \n 1,854,802  \n 1,641,554 \n\nAccrued interest to a related party \n 202,831  \n 189,961 \n\nAdditional paid in capital – related party debt forgiveness \n -  \n 240,557 \n\n \n\nFor\nthe years ended December 31, 2025 and 2024, we had the following related party transactions:\n\n \n\n  \n\n**December 31,**\n\n**2025**\n  \n\n**December 31,**\n\n**2024**\n \n\nNet sales to a related party \n$127,695  \n$145,841 \n\nRaw materials purchased from a related party \n 37,416  \n - \n\nOther income \n 5,000  \n - \n\nInterest expense to a related party \n 22,870  \n 21,237 \n\n \n\nThe\n$5,000 recognized during the second quarter of 2025 relates to amounts received from a related party for the shared use of equipment.\n\n \n\nThese\ntransactions were not conducted at arm’s length and therefore may not reflect the terms that would have been agreed to with an\nunrelated third party.\n\n \n\n43\n\n \n\n \n\n*Director\nIndependence*\n\n \n\nOur\ncommon stock is quoted on the OTC-Markets; that trading medium does not have director independence requirements. Under Item 407(a) of\nRegulation S-K, we have adopted the definition of independence used by the NYSE American, which may be found in the guide at (s) 121(A)\n(2) (2007). This definition states that our Board of Directors must affirmatively determine whether any of our directors have a relationship\nthat would interfere with the exercise of independent judgment in carrying out their responsibilities of a director. Based on this definitional\nstandard, our Board of Directors has determined that none of our Directors are independent."}