China Pharma Holdings (NYSE: CPHI) OKs reverse split plan and incentive update

Rhea-AI Filing Summary

China Pharma Holdings, Inc. reported results from its annual stockholders’ meeting for the fiscal year ended December 31, 2024. A total of 3,501,046 common shares, representing about 69.71% of outstanding shares as of the November 3, 2025 record date, were present in person or by proxy, providing a sufficient quorum.

Stockholders elected three independent directors—Gene Michael Bennett, Yingwen Zhang, and Baowen Dong—each receiving 3,500,416 to 3,500,418 votes for, with 628 to 630 votes withheld. Stockholders also approved an amendment to the Articles of Incorporation authorizing a reverse stock split at a ratio of up to 1-for-20 for the Company’s $0.001 par value common stock, with the Board retaining discretion over if and when to implement it. In addition, Amendment No. 3 to the Company’s Amended and Restated 2010 Long-Term Incentive Plan was approved, with 3,500,258 votes for, 774 against, and 14 abstentions.

Insights

Corporate governance and equity structure analyst

Shareholders backed board nominees, a potential reverse split up to 1‑for‑20, and changes to the long‑term incentive plan.

The meeting drew participation from 3,501,046 common shares, about 69.71% of the outstanding shares as of the November 3, 2025 record date, establishing a solid quorum. All three independent director nominees received strong support, with 3,500,416 to 3,500,418 votes for and only 628 to 630 withheld, indicating broad stockholder backing for the current board composition.

Stockholders also approved an amendment to allow a reverse stock split at a ratio of up to 1‑for‑20 of the Company’s $0.001 par value common stock. The Board has discretion over if and when to implement this, so any impact on the share price or share count will depend on a future Board decision. Finally, Amendment No. 3 to the Amended and Restated 2010 Long‑Term Incentive Plan passed with 3,500,258 votes for, 774 against, and 14 abstentions, signaling support for the Company’s equity‑based compensation framework as of this meeting.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 30, 2025

CHINA PHARMA HOLDINGS, INC. 

(Exact name of Registrant as specified in charter)

Nevada		001-34471		73-1564807
(State or other jurisdiction		(Commission File No.)		(IRS Employer
of Incorporation)				Identification No.)

Second Floor, No. 17, Jinpan Road

Haikou, Hainan Province, China 570216

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: +86 898-6681-1730 (China)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17CFR230.425)

☐ Soliciting material pursuant to Rule14a-12 under the Exchange Act (17CFR240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		CPHI		NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 

Item 5.07. Submission of Matters to a Vote of Security Holders.

On December 30, 2025, China Pharma Holdings, Inc. (the “Company”) held its annual stockholders’ meeting for the fiscal year ended December 31, 2024 (the “Annual Meeting”). Holders of 3,501,046 shares of the Company’s common stock were present in person or by proxy at the Annual Meeting, representing approximately 69.71% of the total outstanding shares of common stock and therefore constituting a quorum of more than one-third of the shares outstanding and entitled to vote at the Annual Meeting as of the record date of November 3, 2025.

The final voting results for the matters submitted to a vote of stockholders at the meeting are as follows.

1. A proposal to elect three independent director nominees to our Board of Directors:

Independent Director’s Name		Votes For		Votes Withheld
Gene Michael Bennett		3,500,418		628
Yingwen Zhang		3,500,418		628
Baowen Dong		3,500,416		630

Pursuant to the foregoing votes, each of Gene Michael Bennett, Yingwen Zhang and Baowen Dong was elected to serve as our independent directors until the next annual meeting and until their successors are elected and qualified.

2. A proposal to amend the Company’s Articles of Incorporation to effect a reverse stock split, as needed, at a ratio up to 1:20, such that every holder of common stock, par value $0.001 per share, of the Company, shall receive one share of common stock for pro rata twenty shares of common stock held:

Votes For		Votes Against		Abstentions
3,500,256		780		10

Pursuant to the foregoing votes, an amendment to the Company’s Articles of Incorporation to effect a reverse stock split, as needed at a ratio up to 1:20, such that every holder of common stock, par value $0.001 per share, of the Company, shall receive one share of common stock for pro rata twenty shares of common stock held was approved and adopted. Despite of the foregoing, the Board of the Directors has the discretion to decide if and when to effect the reverse stock split.

3. A proposal to adopt the Amendment No.3 to the Company’s Amended and Restated 2010 Long-Term Incentive Plan:

Votes For		Votes Against		Abstentions
3,500,258		774		14

Pursuant to the foregoing votes, the Amendment No.3 to the Company’s Amended and Restated 2010 Long-Term Incentive Plan was approved and adopted.

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: January 6, 2026

	CHINA PHARMA HOLDINGS, INC.
	By:	/s/ Zhilin Li
		Name:	Zhilin Li
		Title:	President and Chief Executive Officer

2

FAQ

What did China Pharma Holdings (CPHI) shareholders vote on at the latest annual meeting?

Shareholders voted on three main items: the election of three independent directors, an amendment to the Articles of Incorporation authorizing a reverse stock split at a ratio of up to 1‑for‑20, and Amendment No. 3 to the Company’s Amended and Restated 2010 Long‑Term Incentive Plan.

Were China Pharma Holdings (CPHI) directors re-elected at the annual meeting?

Yes. Gene Michael Bennett, Yingwen Zhang, and Baowen Dong were each elected as independent directors until the next annual meeting and until their successors are elected and qualified. Each received between 3,500,416 and 3,500,418 votes for, with 628 to 630 votes withheld.

Did CPHI shareholders approve a reverse stock split authorization?

Yes. Shareholders approved an amendment to the Articles of Incorporation to permit a reverse stock split of the Company’s common stock at a ratio of up to 1‑for‑20, meaning one share could be issued for every twenty shares held. The Board of Directors has discretion to decide if and when to implement this reverse split.

What changes were approved to China Pharma Holdings’ long-term incentive plan?

Shareholders approved Amendment No. 3 to the Company’s Amended and Restated 2010 Long‑Term Incentive Plan. The proposal received 3,500,258 votes for, 774 against, and 14 abstentions, indicating stockholder support for updating the Company’s equity incentive arrangements.

How many CPHI shares were represented at the annual meeting and what was the quorum?

A total of 3,501,046 shares of common stock were present in person or by proxy at the meeting, representing approximately 69.71% of the total outstanding common shares as of the November 3, 2025 record date. This exceeded the required quorum of more than one‑third of the shares outstanding and entitled to vote.

What is the par value and exchange listing for China Pharma Holdings (CPHI) common stock?

The Company’s common stock has a par value of $0.001 per share and is listed on the NYSE American under the trading symbol CPHI, as noted in the disclosure.