{"url_path":"/sec/cik-0001119643/10-k/2026/item-5","section_key":"item-5","section_title":"Item 5 Market for Registrant’s Common Equity; Related Stockholder Matters and Issuer Purchases of Equity Securities**","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":1286,"has_tables":true,"body_markdown":"**Item\n5. Market for Registrant’s Common Equity; Related Stockholder Matters and Issuer Purchases of Equity Securities**\n\n \n\n*Market\nInformation*\n\n \n\nOur\ncommon stock is quoted on the over-the-counter (“OTC-Market”) under the trading symbol “NPHC.” The following\ntable sets forth the high and low bid prices for each quarter within the last two fiscal years.\n\n \n\n \n\n  \n2024 Fiscal Year \n\n  \nHigh Bid  \nLow Bid \n\n \n  \n \n\nFirst Quarter \n$0.0017  \n$0.0001 \n\nSecond Quarter \n$0.0001  \n$0.0001 \n\nThird Quarter \n$0.0001  \n$0.0001 \n\nFourth Quarter \n$0.0001  \n$0.0001 \n\n \n\n  \n2025 Fiscal Year \n\n  \nHigh Bid  \nLow Bid \n\n \n  \n \n\nFirst Quarter \n$0.0002  \n$0.0001 \n\nSecond Quarter \n$0.0003  \n$0.0001 \n\nThird Quarter \n$0.0002  \n$0.0001 \n\nFourth Quarter \n$0.0050  \n$0.0001 \n\n \n\nThe\nabove quotations reflect inter-dealer prices, without retail mark-up, markdown or commission and may not represent actual transactions.\n\n \n\n*Penny\nStock Considerations*\n\n \n\nOur\nshares of common stock are “penny stocks” as that term is generally defined in the Securities Exchange Act of 1934 as equity\nsecurities with a price of less than $5.00. Our shares are subject to rules that impose sales practice and disclosure requirements on\nbroker-dealers who engage in certain transactions involving a penny stock.\n\n \n\nUnder\nthe penny stock regulations, a broker-dealer selling a penny stock to anyone other than an established customer or “accredited\ninvestor” must make a special suitability determination regarding the purchaser and must receive the purchaser’s written\nconsent to the transaction prior to the sale, unless the broker-dealer is otherwise exempt. Generally, an individual with a net worth\nin excess of $1,000,000 or annual income exceeding $200,000 individually or $300,000 together with his or her spouse is considered an\naccredited investor.\n\n \n\nIn\naddition, under the penny stock regulations the broker-dealer is required to:\n\n \n\n \n●\nDeliver,\nprior to any transaction involving a penny stock, a disclosure schedule prepared by the Securities and Exchange Commission relating\nto the penny stock market, unless the broker-dealer or the transaction is otherwise exempt;\n\n \n●\nDisclose\ncommission payable to the broker-dealer and its registered representatives and current bid and offer quotations for the securities;\n\n \n●\nSend\nmonthly statements disclosing recent price information pertaining to the penny stock held in a customer’s account, the account’s\nvalue and information regarding the limited market in penny stocks; and\n\n \n●\nMake\na special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s\nwritten agreement to the transaction, prior to conducting any penny stock transaction in the customer’s account.\n\n \n\n28\n\n \n\n \n\nBecause\nof these regulations, broker-dealers may encounter difficulties in their attempt to sell shares of our common stock, which may affect\nthe ability of shareholders to sell their shares in the secondary market and have the effect of reducing the level of trading activity\nin the secondary market. These additional sales practice and disclosure requirements could impede the sale of our securities. In addition,\nthe liquidity for our securities may be adversely affected, with a corresponding decrease in the price of our securities. Our shares\nare subject to such penny stock rules and our shareholders will, in all likelihood, find it difficult to sell their securities.\n\n \n\n**Holders**\n\n \n\nAs\nof May 20, 2026, based upon records obtained from our transfer agent, there were 397 holders of record of our common stock. Our transfer\nagent records do not account for other holders of our common stock that are held in street name or by broker dealers as custodian for\nindividual holders of our stock. We have one class of common stock outstanding.\n\n \n\n**Dividends**\n\n \n\nWe\nhave not declared any cash dividends on our common stock since our inception and do not anticipate paying such dividends in the foreseeable\nfuture. We plan to retain any future earnings for use in our business. Any decisions as to future payment of dividends will depend on\nour earnings and financial position and such other factors as our Board of Directors deems relevant. There are no restrictions contained\nin our bylaws or otherwise pertaining to our issuing dividends.\n\n \n\n**Equity\nCompensation Plans**\n\n \n\nSecurities\nauthorized per issuance under Equity Compensation Plans as of December 31, 2025 and 2024 are as follows:\n\n \n\n**Equity\nCompensation Plan Information**\n\n \n\n  \n\n**Number of**\n\n**Securities**\n\n**to be issued**\n\n**upon exercise**\n\n**of outstanding**\n\n**options,**\n\n**warrants and**\n\n**rights**\n  \n\n**Weighted-**\n\n**average**\n\n**exercise**\n\n**price of**\n\n**outstanding**\n\n**options,**\n\n**warrants**\n\n**and rights**\n  \n\n**Number of**\n\n**Securities**\n\n**Remaining**\n\n**available for future**\n\n**issuance under equity**\n\n**compensation**\n\n**plans (excluding**\n\n**securities**\n\n**reflected in**\n\n**column(a))**\n \n\nPlan category \n **(a)**  \n **(b)**  \n **(c)** \n\nEquity compensation plans approved by security holders \n 0  \n N/A  \n N/A \n\nEquity compensation plans not approved by security holders \n 0  \n$4.00  \n 6,375 \n\nTotal \n 0  \n$4.00  \n 6,375 \n\n \n\n29\n\n \n\n \n\nThe\nfigures contained in the above chart are composed of our 2003 and 2007 Employee /Consultant Stock Compensation Plans and two (2) option\nagreements we have with a corporate entity and our former Chairman of the Board/Executive Chairman, as follows. The figures above reflect\nhistorical stock compensation plans and option agreements that are no longer active. These disclosures are provided for contextual completeness\nand do not represent ongoing obligations or current equity arrangements:\n\n \n\n*2003\nPlan*\n\n \n\nOn\nDecember 3, 2003, our Board of Directors approved the Employee/Consultant Stock Compensation Plan (the “2003 Plan”). The\npurpose of the 2003 Plan is to further our growth by allowing us to compensate employees and consultants who have provided bona fide\nservices to us through the award of our common stock. The maximum number of shares of common stock that may be issued under the 2003\nPlan is 62,500. As of December 31, 2025 and 2024, we had issued a total of 62,375 shares under the 2003 Plan.\n\n \n\n*2007\nPlan*\n\n \n\nOn\nJune 6, 2007, our Board of Directors approved the 2007 Employee/Consultant Stock Compensation Plan (the “2007 Plan”). The\npurpose of the 2007 Plan is to further our growth by allowing us to compensate employees and consultants who have provided bona fide\nservices to us through the award of our common stock. The maximum number of shares of common stock that may be issued under the 2007\nPlan is 625,000. As of December 31, 2025 and 2024, we had issued a total of 618,750 shares under the 2007 Plan.\n\n \n\nOur\nBoard of Directors is responsible for the administration of the 2003 and 2007 Plans and has full authority to grant awards under the\nPlans. Awards may take the form of stock grants, options or warrants to purchase common stock. The Board of Directors has the authority\nto determine: (a) the employees and consultants that will receive awards under the Plan, (b) the number of shares, options or warrants\nto be granted to each employee or consultant, (c) the exercise price, term and vesting periods, if any, in connection with an option\ngrant, and (d) the purchase price and vesting period, if any, in connection with the granting of a warrant to purchase shares of our\ncommon stock.\n\n \n\n**Recent\nSales of Unregistered Securities**\n\n \n\nWith\nrespect to the securities issuances described below, no solicitations were made and no underwriting discounts were given or paid in connection\nwith these transactions. The Company believes that the issuance of these securities as described below were exempt from registration\nwith the Securities and Exchange Commission pursuant to Section 4(2) of the Securities Act of 1933. \n\n \n\nDuring\nMay 2025 through December 2025, the Company issued 220,000,000 shares of its common stock to a service provider pursuant to a consulting\nagreement. 220,000,000 shares have been recorded as common stock to be issued as of December 31, 2025, as the transfer agent had not\nyet completed the issuance process. The shares were valued based on the Company’s trading price on the issuance date, resulting\nin an aggregate fair value of approximately $30,000. \n\n \n\nIn\nJanuary 2026, the Company issued 60,000,000 shares of its common stock in connection with a settlement agreement. The shares were valued\nbased on the Company’s trading price on the issuance date, resulting in an aggregate fair value of approximately $12,000."}