SUBSEQUENT EVENTS	3 Months Ended
Mar. 31, 2025
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	15. SUBSEQUENT EVENTS Convertible Promissory Notes During April through August 2025, an aggregate of $422,500 has been funded pursuant to two convertible promissory notes originated in February and June 2025 to an unrelated third party for a total commitment of up to $855,000, to be funded in tranches. The notes carry an original issue discount of 15%, applied at the time of funding for each tranche. Each tranche matures one year from its respective execution and funding date. The noteholder has the option to convert the outstanding principal into shares of Common Stock at a conversion price of $0.0005 per share. If any tranches are missed or delayed by more than 10 business days, the fixed conversion price will be adjusted to $0.0008 per share for any missed tranche as a penalty. Of the total proceeds funded to date, $112,500 was received late. In connection with the issuance of the notes, we paid 10% of the proceeds to a third party, which has been recorded as a debt discount. Both the original issue discount and the issuance-related costs are being amortized over the term of each tranche. During April and May 2025, we issued convertible promissory notes to unrelated third parties for a total of $46,000 with original issuance discount of $6,000. The Noteholders have the right to convert the notes into shares of Common Stock at a fixed conversion price of $0.0007 per share. The notes are due one year from the execution and funding of the notes. During September to November 2025, we issued convertible promissory notes to unrelated third parties for a total of $75,900 with original issuance discount of $9,900. The Noteholders have the right to convert the notes into shares of Common Stock at a fixed conversion price of $0.0008 per share. The notes are due one year from the execution and funding of the notes. Promissory Notes In September 2025, the Company entered into a Purchase and Sale of Future Receipts Agreement with a third party. Pursuant to this agreement, the buyer purchased $147,200 of the Company’s future receivables in exchange for total proceeds of $112,650, on a non-recourse basis. The Company authorized the buyer to debit its bank account at a specified remittance frequency until the full purchased amount of $147,200 was collected. In connection with this transaction, the Company recorded a total debt discount of $34,550 related to loan origination fees and issuance costs, which is being amortized over the term of the agreement. Settlement of Promissory Note Litigation On May 19, 2025, the Company entered into a settlement agreement with the counterparty, under which the total obligation was resolved for $125,000. The settlement terms include an initial payment of $35,000 made on May 19, 2025, followed by nine monthly payments of $10,000 each. The agreement also provides that, in the event of a payment default not cured within five business days of written notice, the counterparty may seek entry of a consent judgment against the Company in the amount of $400,000, reduced by any amounts already paid under the settlement. The total liability recorded prior to the settlement was $178,522, consisting of $91,156 in principal and $87,370 in accrued interest. The settlement of $125,000 will result in a gain on settlement of $53,526, which will be recognized upon full satisfaction of the payment terms. Payments totaling $90,000 were made in full during the period from June through February 2026. Restatements of One Convertible Promissory Note In February 2026, a convertible promissory note of $264,500 was further restated to extend its maturity date to February 2027, with the principal balance of $264,500 subject to an additional 15% OID, while maintaining the same fixed conversion price of $0.0008. The note continues to be secured by a personal guarantee. Debt Settlement and Stock Issuance In January 2026, the Company entered into a settlement agreement with the holder of certain promissory notes originally issued in 2021 and 2022. As of the settlement date, the aggregate carrying value of the outstanding debt was approximately $175,000, which included an original issuance discount of $25,000. Pursuant to the settlement, all outstanding notes were cancelled and extinguished. In exchange, the Company agreed to (i) pay $20,000 in cash, payable in four monthly installments of $5,000, and (ii) issue 60,000,000 shares of the Company’s common stock. The Company made the first $5,000 payment in January 2026, and the remaining installment payments are scheduled through April 2026. The common shares issued in connection with the settlement were valued based on the Company’s trading price of $0.0002 per share, resulting in an aggregate fair value of approximately $12,000. We will recognize a gain on debt settlement equal to the excess of the carrying amount of the debt over the fair value of the consideration transferred upon completion of the final installment payment. Consulting agreement and Stock Issuance On May 1, 2025, the Company entered into a consulting agreement for services. Under the agreement, the Company agreed to issue up to 300,000,000 shares of restricted common stock as compensation for services over an initial 12-month period, including an initial issuance of 100,000,000 shares and monthly issuances of 20,000,000 shares beginning July 1, 2025. The agreement may be terminated by either party with 30 days’ notice. As of the date of this report, no shares have been issued under this agreement. The Company will recognize compensation expense for these services based on the fair value of the shares when issued or earned as the services are performed.

SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2025

15. SUBSEQUENT EVENTS

Convertible Promissory Notes

During April through August 2025, an aggregate of $422,500 has been funded pursuant to two convertible promissory notes originated in February and June 2025 to an unrelated third party for a total commitment of up to $855,000, to be funded in tranches. The notes carry an original issue discount of 15%, applied at the time of funding for each tranche. Each tranche matures one year from its respective execution and funding date. The noteholder has the option to convert the outstanding principal into shares of Common Stock at a conversion price of $0.0005 per share. If any tranches are missed or delayed by more than 10 business days, the fixed conversion price will be adjusted to $0.0008 per share for any missed tranche as a penalty. Of the total proceeds funded to date, $112,500 was received late. In connection with the issuance of the notes, we paid 10% of the proceeds to a third party, which has been recorded as a debt discount. Both the original issue discount and the issuance-related costs are being amortized over the term of each tranche.

During April and May 2025, we issued convertible promissory notes to unrelated third parties for a total of $46,000 with original issuance discount of $6,000. The Noteholders have the right to convert the notes into shares of Common Stock at a fixed conversion price of $0.0007 per share. The notes are due one year from the execution and funding of the notes.

During September to November 2025, we issued convertible promissory notes to unrelated third parties for a total of $75,900 with original issuance discount of $9,900. The Noteholders have the right to convert the notes into shares of Common Stock at a fixed conversion price of $0.0008 per share. The notes are due one year from the execution and funding of the notes.

Promissory Notes

In September 2025, the Company entered into a Purchase and Sale of Future Receipts Agreement with a third party. Pursuant to this agreement, the buyer purchased $147,200 of the Company’s future receivables in exchange for total proceeds of $112,650, on a non-recourse basis. The Company authorized the buyer to debit its bank account at a specified remittance frequency until the full purchased amount of $147,200 was collected. In connection with this transaction, the Company recorded a total debt discount of $34,550 related to loan origination fees and issuance costs, which is being amortized over the term of the agreement.

Settlement of Promissory Note Litigation

On May 19, 2025, the Company entered into a settlement agreement with the counterparty, under which the total obligation was resolved for $125,000. The settlement terms include an initial payment of $35,000 made on May 19, 2025, followed by nine monthly payments of $10,000 each. The agreement also provides that, in the event of a payment default not cured within five business days of written notice, the counterparty may seek entry of a consent judgment against the Company in the amount of $400,000, reduced by any amounts already paid under the settlement. The total liability recorded prior to the settlement was $178,522, consisting of $91,156 in principal and $87,370 in accrued interest. The settlement of $125,000 will result in a gain on settlement of $53,526, which will be recognized upon full satisfaction of the payment terms. Payments totaling $90,000 were made in full during the period from June through February 2026.

Restatements of One Convertible Promissory Note

In February 2026, a convertible promissory note of $264,500 was further restated to extend its maturity date to February 2027, with the principal balance of $264,500 subject to an additional 15% OID, while maintaining the same fixed conversion price of $0.0008. The note continues to be secured by a personal guarantee.

Debt Settlement and Stock Issuance

In January 2026, the Company entered into a settlement agreement with the holder of certain promissory notes originally issued in 2021 and 2022. As of the settlement date, the aggregate carrying value of the outstanding debt was approximately $175,000, which included an original issuance discount of $25,000. Pursuant to the settlement, all outstanding notes were cancelled and extinguished. In exchange, the Company agreed to (i) pay $20,000 in cash, payable in four monthly installments of $5,000, and (ii) issue 60,000,000 shares of the Company’s common stock. The Company made the first $5,000 payment in January 2026, and the remaining installment payments are scheduled through April 2026. The common shares issued in connection with the settlement were valued based on the Company’s trading price of $0.0002 per share, resulting in an aggregate fair value of approximately $12,000. We will recognize a gain on debt settlement equal to the excess of the carrying amount of the debt over the fair value of the consideration transferred upon completion of the final installment payment.

Consulting agreement and Stock Issuance

On May 1, 2025, the Company entered into a consulting agreement for services. Under the agreement, the Company agreed to issue up to 300,000,000 shares of restricted common stock as compensation for services over an initial 12-month period, including an initial issuance of 100,000,000 shares and monthly issuances of 20,000,000 shares beginning July 1, 2025. The agreement may be terminated by either party with 30 days’ notice. As of the date of this report, no shares have been issued under this agreement. The Company will recognize compensation expense for these services based on the fair value of the shares when issued or earned as the services are performed.

NUTRA PHARMA CORP 10-Q