China Pharma (NYSE American: CPHI) to issue 3.5M shares for $6.3M Captopril patent transfer

Rhea-AI Filing Summary

China Pharma Holdings, Inc. reports that its wholly owned subsidiary, Hainan Helpson Medical & Biotechnology Co., Ltd, has entered into a Technology Transfer Agreement to acquire an invention patent for a Captopril microcapsule and its preparation method from an individual transferor. As consideration, the company values the transaction at $6.3 million, to be paid in shares of its common stock at $1.80 per share. In total, the company plans to issue 3,500,000 restricted common shares in connection with this technology transfer. The shares, if and when issued, will be offered in an offshore transaction to a non-U.S. person and will rely on Regulation S for exemption from registration under U.S. securities laws.

Insights

Equity & corporate actions analyst

China Pharma is acquiring a drug patent by issuing 3.5M restricted shares valued at $6.3 million.

China Pharma Holdings is using stock instead of cash to acquire an invention patent for a Captopril microcapsule and its preparation method, through its subsidiary Helpson. The agreed value is $6.3 million, with the price per share set at $1.80, resulting in the planned issuance of 3,500,000 restricted common shares.

This structure means the economic cost to existing shareholders is potential equity dilution rather than an immediate cash outflow. Because the consideration is restricted stock issued under Regulation S to a non-U.S. person in an offshore transaction, the shares are initially subject to transfer limitations, which may affect how quickly they can enter the public float.

The strategic value depends on how effectively the company can develop and commercialize the Captopril microcapsule technology, but that is not quantified here. Subsequent filings may provide updates on development progress, regulatory submissions, or revenue contributions associated with this acquired patent.

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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 4, 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 1.01 Entry into a Material Definitive Agreement.

On December 4, 2025, Hainan Helpson Medical & Biotechnology Co., Ltd (“Helpson”), a wholly owned subsidiary of China Pharma Holdings, Inc. (the “Company”), entered into a Technology Transfer Agreement (the “Agreement”) with Lijie Tang (the “Transferor”). The Transferor owns an invention patent of a Captopril microcapsule and Method for Its Preparation (the “Invention Patent”). Pursuant to the Agreement, the Transferor will transfer the ownership of the Invention Patent to Helpson. The Transferor or its designated third party shall provide relevant technical services, which include but are not limited to product research and development, writing of registration materials, registration application and other technical services.

The transfer price as contemplated by the Agreement is $6.3 million, which will be paid in the form of common stock of the Company, par value $0.001 per share (the “Common Stock”), at $1.80 per share.

Item 3.02 Unregistered Sales of Equity Securities.

The information contained in Item 1.01 of this Current Report on Form 8-K in relation to the issuance of the Company’s securities mentioned above is incorporated herein by reference. The Company is to issue an aggregate of 3,500,000 restricted shares of Common Stock in connection with the technology transfer.

The Company’s securities mentioned above, if and when issued, will not be registered under the Securities Act as amended (the “Securities Act”), or the securities laws of any state, and are being offered and issued in reliance on the exemption from registration under the Securities Act afforded by Regulation S promulgated thereunder for the issuance of the shares to the person who is a non-U.S. person as the securities are being issued to the person through an offshore transaction which was negotiated and consummated outside the United States.

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: December 10, 2025

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