On November 9, 2004, Nutra Pharma Corp. incorrectly published a press release stating that it had signed an agreement to acquire 100% of Portage BioMed, LLC. This press release should have stated that on October 28, 2004, a non-binding Letter of Intent was signed by Nutra Pharma and Portage BioMed.
The Letter of Intent provides that subject to the completion of a definitive acquisition agreement, Nutra Pharma will purchase all of the common stock of Portage BioMed and it will become Nutra Pharma's wholly owned subsidiary. The proposed financial terms of the acquisition reflected in the Non-Binding Letter of Intent are:
Beginning on November 1, 2004, Nutra Pharma will transfer $40,000 per month to Portage BioMed for working capital purposes of Portage BioMed, until such time that Portage BioMed generates sufficient cash flow to financially sustain itself;
Nutra Pharma will transfer 1,000,000 shares of its common stock to the current owners of Portage BioMed on the closing date;
Nutra Pharma will make additional transfers of 550,000 shares of its common stock to the current members of Portage BioMed for four consecutive quarters commencing six months from the closing date of the transaction and upon the completion of certain agreed upon quarterly milestones; and Rik J. Deitsch, Nutra Pharma's Chief Executive Officer, will be appointed to Portage BioMed's Board of Directors and one current Portage BioMed Director will be appointed to Nutra Pharma's Board of Directors.
This press release contains forward-looking statements. The words or phrases "would be," "will allow," "intends to," "will likely result," "are expected to," "will continue," "is anticipated," "estimate," "project," or similar expressions are intended to identify "forward-looking statements." Actual results could differ materially from those projected in Nutra Pharma's ("the Company") business plan. The Company's business is subject to various risks, which are discussed in the Company's filings with the Securities and Exchange Commission ("SEC"). The non-binding letter of intent with Portage BioMed should not be construed as an indication in any way whatsoever of the value of the Company or its common stock. The Company's filings may be accessed at the SEC's Edgar system at www.sec.gov. Statements made herein are as of the date of this press release and should not be relied upon as of any subsequent date. The Company cautions readers not to place reliance on such statements. Unless otherwise required by applicable law, we do not undertake, and we specifically disclaim any obligation, to update any forward-looking statements to reflect occurrences, developments, unanticipated events or circumstances after the date of such statement.