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Date
of Report
(Date
of earliest
event
reported):
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April
1, 2006
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California
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000-32141
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91-2021600
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(State
or other
jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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o
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Written
communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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a) |
Doherty
resigns from any and all positions that Doherty held as a result of
the
Letter Agreement, including his position as our Executive Chairman,
Chairman of the Board, and/or any other
positions;
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b) |
Doherty
& Company forfeits and releases all claims and rights of ownership to
the 13,600,000 Options, represents that no portion of these options
was
promised, assigned, sold, pledged or transferred to any third party,
and
requests cancellation of such options;
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c) |
Doherty
& Company tenders its resignation from any and all positions that it
held with us as a result of the Financing Agreement, including but
not
limited to agent and investment banker;
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d) |
In
consideration for entering into the Termination Agreement, we grant
to
Doherty & Company options to purchase two million (2,000,000) shares
of our common stock, in full accord and satisfaction or any obligations,
claims, sums, amounts, and/or disputes that we may have with the Doherty
Entities; and
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e) |
For
a period of six (6) months from the date of the execution of the
Termination Agreement, we will indemnify the Doherty Entities from
and
against any and all losses, damages, liabilities, claims, charges,
actions, proceedings, demands, judgments, closing costs, and expenses
resulting from the services provided by the Doherty Entities in accordance
with the Doherty Agreements.
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Exhibit
Number
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Description
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10.17 | Termination Agreement dated April 1, 2006 |
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NUTRA
PHARMA CORP.
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Date:
April 7, 2006
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/s/
Rik J. Deitsch
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Rik J. Deitsch
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President, Chief Executive Officer
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