NPHC 10-K & 10-Q changes, risk factors and insider trading

From October 2009 until December 31, 2024,2025, our operations centered on the marketing of Cobroxin (our discontinued product), Nyloxin and Nyloxin Extra Strength. In December of 2014, we launched Pet Pain-Away and began actively marketing the product. In May of 2022, we began producing products for Avini Health Corporation. Avini Health distributes wellness and nutritional products through their network of independent distributors in the United States, Canada and the US Virgin Islands. The products that we provide for Avini Health include private label versions of our Nyloxin products and are sold as: Avini Plus Relief oral spray, Avini Plus Relief topical gelgel, Avini Plus Relief roll-on, and Avini Plus Relief roll-on. for Pets. We also provideprovided the following products: a dietary fiber blend sold as Avini Plus Fiber, a micronized and activated colloidal suspension of zeolite that is sold as Cell Defender, a mushroom and zeolite blend sold in capsules as ZMUNITY, and a caffeine adaptogenic 2oz energy shot sold as Avini Plus Energy. During fiscal year 2023,2024, we earned revenues of $594,880, $99,379 of it was from sales of Nyloxin and $67,720 of it was from sales of Pet Pain-Away, $38,465 was from sales of private label clients, and $389,316 of it was from sales to Avini of products manufactured by the Company, including both Nutra-branded products and Avini-branded products. During fiscal year 2024, we earned revenues of $392,150, $77,217 of it was from sales of Nyloxin and $52,750 of it was from sales of Pet Pain-Away, $116,342 of it was from sales of private label clients, and $145,841 of it was from sales to Avini of products manufactured by the Company, including both Nutra-branded products and Avini-branded products. If we cannot achieve sufficient sales levels of our Nyloxin and Pet Pain-Away products, or if we are unable to secure financing, our operations will be negatively affected. During fiscal year 2025, we earned revenues of $385,307, $58,309 of it was from sales of Nyloxin and $55,185 of it was from sales of Pet Pain-Away, $144,118 of it was from sales of private label clients, and $127,695 of it was from sales to Avini of products manufactured by the Company, including both Nutra-branded products and Avini-branded products. If we cannot achieve sufficient sales levels of our Nyloxin and Pet Pain-Away products, or if we are unable to secure financing, our operations will be negatively affected.

Derivative Accounting for Convertible Debt and Options and Warrants: The Company evaluated the terms and conditions of the convertible debt under the guidance of ASC 815, Derivatives and Hedging. The conversion terms of some of the convertible notes are variable based on certain factors, such as the future price of the Company’s common stock. The number of shares of common stock to be issued is based on the future price of the Company’s common stock. The number of shares of common stock issuable upon conversion of the debt is indeterminate. Due to the fact that the number of shares of common stock issuable could exceed the Company’s authorized share limit, the equity environment is tainted, and all additional convertible debt and options and warrants areis included in the value of the derivative liabilities. Pursuant to ASC 815-15, Embedded Derivatives, the fair valuesvalue of the convertible debt,debt options and warrants and shares to be issued were recorded as derivative liabilities on the issuance date and revalued at each reporting period.

In November 2014, we announced the recertification of our laboratory facility as the first step in re-engaging our drug development activities. In September 2015, we received Orphan designation from the FDA for our lead drug candidate, RPI-78M for the treatment of Pediatric Multiple Sclerosis. This will allow us to shorten the timeline on clinical studies and may allow an eventual Fast Track through the approval process. We are currently working with our consultants to prepare a pre-IND meeting with the FDA in order to gain approval of a protocol for a Phase I/II clinical study in Pediatric MS. Our goal is to begin the study in earlylate 2026.

We estimate that we will require approximately $900,000$1,500,000 to fund our existing operations over the next twelve months. These costs include: (i) compensation for sixseven (67) full-time employees; (ii) compensation for various consultants who we deem critical to our business; (iii) product liability insurance; and (iv) outside legal and accounting services. These costs reflected in (i) – (iv) do not include research and development costs or other costs associated with clinical studies.

Net sales to unrelated customers were $257,612 for the year ended December 31, 2025, compared to $246,309 for the year ended December 31, 2024, comparedrepresenting to $205,564 for the year ended December 31, 2023—an increase of $40,745,$11,303, or approximately 19.82%.4.59%. The increase was primarily driven by highergrowth in private label customercustomers and higher order volumes and the timing of orders during 2024.2025.

Net sales to a related party were $127,695 for the year ended December 31, 2025, compared to $145,841 for the year ended December 31, 2024, representing a decrease of $18,146, or approximately 12.44%. The decrease was primarily attributable to reduced sales volume and pricing during the current year compared to $389,316 for the yearprior-year ended December 31, 2023—a decrease of $243,475, or approximately 62.54%. There is a decline in sales to Avini, as Avini has begun manufacturing its own products.period.

Cost of sales for the year ended December 31, 20242025 is $84,827$183,679 compared to $177,525$84,827 for the year ended December 31, 2023.2024. Our cost of sales includes the direct costs associated with manufacturing, shippingshipping, handling costs, and handlinginventory costs.quality Grosscontrol personnel salaries. Our gross profit margin for the year ended December 31, 2024 was2025 $247,323,is representing$196,628 aor gross margin of 63.07%,51.03% compared to $396,455,$247,323 or 66.64%,63.07% for the year ended December 31, 2023.2024. The year-over-year decline inThis gross margin wasincludes reserves of $5,000 in the current year and $60,000 in the prior-year quarter for undelivered venom and slow-moving inventory. Excluding the reserve, gross margin for the current year would be 52.36% compared to 78.37% for the prior-year period, with the variance primarily attributable to the recognitionaddition of ainventory $60,000quality reservecontrol forpersonnel undeliveredcosts, venomhigher andmanufacturing costs slow-moving inventory during 2024, comparedrelated to aprivate $20,900label reserve recorded in 2023. Excluding the impact of these reserves, gross margin would have increased to 78.37% in 2024 from 70.16% in 2023, reflecting lower manufacturing costs associated with reducedproduct sales volumes to aunrelated parties, as well as pricing changes in related party beginning in the third quarter of the prior year.sales.

Other income was $103,450$58,750 and $73,061$103,450 for the years ended December 31, 20242025 and 2023,2024, respectively. AAmounts portion of other income relatesattributable to the amortization amortization of debt discounts on convertible notes receivable,receivable whichwere totaled $3,450$3,750 and $3,031$3,450 for the yearyears ended December 31, 2024 and 2023, respectively. For 2023, other income primarily includes $39,667 from the gain on sale of equipment2025 and $30,3632024, relatedrespectively. $50,000 toand services rendered in exchange for a convertible note receivable. The significant higher amount$100,000 of other income recognized in 2024 was attributable to income earnedrecognized under a short-term research and development services contract.contract during the years ended December 31, 2025 and 2024, respectively. The remaining $5,000 relates to a one-time related-party reimbursement for shared equipment usage recognized in the second quarter of 2025.

Interest expense, including related party interest expense, decreasedincreased $76,191$116,492 or 19.06%,36.00%, from $399,759 for the year ended December 31, 2023 to $323,568 for the year ended December 31, 2024.2024 to $440,060 for the year ended December 31, 2025. This decreaseincrease was primarily due to aan decreaseincrease in amortization of loan discounts in the year ended December 31, 20242025 compared to the year ended December 31, 2023.2024.

We carry certain of our debentures and common stock warrants at fair value. Due to the fact that the number of shares of common stock issuable could exceed the Company’s authorized share limit, the equity environment is tainted, and all additional convertible debt,debt options and warrants areis included in the value of the derivative liabilities. For the years ended December 31, 20242025 and 2023,2024, the liability related to these hybrid instruments fluctuated, resulting in a loss of $220,902$257,270 and $187,829,$220,902, respectively. Interest expense related toon these debentures is included in the change in fair value lossof convertible notes and derivatives in the accompanying consolidated statements of operations.

As a result of the foregoing, our net loss decreasedincreased by $107,693$761,729 or 7.73%,59.25%, from net loss of $1,393,356 for the year ended December 31, 2023 to a net loss of $1,285,663 for the year ended December 31, 2024 2024.to a net loss of $2,047,392 for the year ended December 31, 2025.

For the year ended December 31, 2024,2025, net cash provided by financing activities was approximately $0.42$1.19 million, compared to approximately $0.43 million in the prior year.million. Financing cash inflows in both periods were primarily driven attributableby to$1.05 million of proceeds from convertible notes notes, $0.55 million of advances from the Company’s former CEO and borrowingsan underentity majority controlled by him, and $0.11 million from other notes payable, including advances from related parties, partially offset by $0.29 million of repayments of other notes payable, $0.20 million of repayments of officer loans, convertible notes, and other$0.04 notesmillion payable.of Therepayments slightof decreaseconvertible notes. Overall, financing activity in 2025 reflects a significant increase in financingcapital cashraising inflowsthrough convertible debt compared to the prior year, which was the primary source of liquidity during 2024 reflects reduced borrowing activity compared with 2023.2025.

Our business during the threesix months ended MarchJune 31,30, 2026 has focused upon marketing our homeopathic drugs for the treatment of pain:

During the threesix months ended MarchJune 31,30, 2026 and thereafter, the following has occurred:

ThroughoutDuring firstthe second quarter of 2026, we have worked with our auditors and consultants to bringbrought the Company’s financial reporting current.

Results of Operations – Comparison of Three-Month Periods Ended MarchJune 31,30, 2026 and 2025

Net sales to unrelated customers were $27,246$34,463 for the three months ended MarchJune 31,30, 2026, compared to $73,974$84,532 for the same period in 2025, representing a decrease of $46,728,$50,069, or approximately 63.17%.59.23%. The decrease was primarily attributable to certain dietary supplement product lines that were transitioned to Avini Health beginning in the fourth quarter of 2025, while the Company retained ownership of its cobra venom technology and related individual brands, as well as lower private label customer order volumes and the timing of orders during the current quarter.

Net sales to a related party, Avini Health (Avini), were $20,968$23,459 for the three months ended MarchJune 31,30, 2026, compared to $36,420$37,611 for the same period in 2025, representing a decrease of $15,452,$14,152, or approximately 42.43%.37.63%. The decrease was primarily attributable to pricing changes in April 2025 and reduced sales volume during the current quarter compared to the prior-year period.

Cost of sales for the three–month period ended MarchJune 31,30, 2026 is $29,239$25,297 compared to $51,263,$58,715, for the three–month period MarchJune 30, 31, 2025. Our cost of sales includes the direct costs associated with manufacturing, shipping, handling costs, and inventory quality control control personnel salaries. Our gross profit margin for the three–month period ended MarchJune 31,30, 2026 is $18,975$32,625 or 39.36%56.33% compared to $59,131 $63,428 or 53.56%51.93% for the three–month period ended MarchJune 31,30, 2025. This gross margin includes reserves of $0 in the current quarter and $5,000 in the prior-year quarter for undelivered venom and slow-moving inventory. Excluding the reserve, gross margin for the current quarter would be 39.36% compared to 58.09% for the prior-year period. The declineslight increase was primarily attributable to lower sales volume, relatively fixed operating and fulfillment-relatedmanufacturing costs thatrelated wereto spreadprivate overlabel aproduct smallersales revenueto base.unrelated parties.

Other income was $0$2,305 and $50,000$8,750 for the three months ended MarchJune 31,30, 2026 and 2025, respectively. The otherincrease incomewas primarily attributable to $5,000 recognized during the second quarter of 2025 related to amounts received from a related party for the 2025shared period was primarily driven by $50,000 recognized in the first quarteruse of 2025, earned under a short-term research and development services contract.equipment.

Interest expense, including related party interest expense, increased $2,567$3,378 or 2.62%,3.16%, from $97,795$106,792 for the quarter ended MarchJune 31,30, 2025 to $100,362$110,170 for the quarter ended MarchJune 31,30, 2026. This slight increase was primarily due to the increase in amortization of loan discounts in the quarter quarter ended MarchJune 31,30, 2026 compared to the prior-year period.

We carry certain of our debentures at fair value. Due to the fact that the number of shares of common stock issuable could exceed the Company’s authorized share limit, the equity environment is tainted, and all additional convertible debt is included in the value of the derivative liabilities. For the three months ended MarchJune 31,30, 2026 and 2025, the liability related to these hybrid instruments fluctuated, resulting in a loss of $120,564$3,405,443 and $1,007,309,a gain of $704,622, respectively. Interest expense on these debentures is included in the change in fair value of convertible notes and derivatives in the accompanying unaudited condensed consolidated statements of operations.

As a result of the foregoing, our net loss decreasedincreased by $945,248$4,318,349 or 67.28%,1,168.46%, from a net lossincome of $1,404,923$369,577 for the quarter ended MarchJune 30, 31, 2025 to a net loss of $459,675$3,948,772 for the quarter ended MarchJune 31,30, 2026.

We have incurred significant losses from operations and working capital and stockholders’ deficits raise substantial doubt about our ability to continue as a going concern. Further, as stated in Note 1 to our condensed consolidated unaudited financial statements for the period ended MarchJune 31,30, 2026, we have an accumulated deficit of $78,738,204$82,686,976 at MarchJune 31,30, 2026. In addition, we have a significant amount amount of indebtedness in default, a working capital deficit of $17,243,345$21,233,689 and a stockholders’ deficit of $17,261,981$21,208,753 at March 31,June 30, 2026.

Current operations are primarily being funded through a combination of product sales, promissory notes and convertible notes. During the threesix months ended MarchJune 31,30, 2026, the Company raised $235,200$463,001 from the issuance of convertible notes and $83,250 from promissory notes.

AsThe only a limited amount of proceeds from these funds remains, the Company will require additional capital to manufacture Nyloxin and Pet Pain–Away and to reduce our debt level. We estimate that we will require approximately $1,200,000 to fund our existing operations over the next twelve months. These costs include: (i) compensation for six (6) full-time employees; (ii) compensation for various consultants who we deem critical to our business; (iii) general office expenses including rent and utilities; (iv) product liability insurance; and (v) outside legal and accounting services. These costs reflected in (i) – (v) do not include research and development costs or other costs associated with clinical studies.