STOCK TITAN

China Pharma (NYSE: CPHI) raises $5M in registered direct sale

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

China Pharma Holdings, Inc. agreed on July 22, 2026 to sell 2,500,000 shares of common stock in a registered direct offering to an institutional accredited investor at $2.00 per share, for aggregate gross proceeds of $5,000,000, with closing expected on or around July 23, 2026.

The investor receives a right to participate in up to 40% of subsequent financings for three months after closing, while the company agrees for 91 days not to enter into subsequent placements or variable rate transactions, subject to exceptions. FT Global Capital, Inc. acts as exclusive placement agent and will receive a 7.0% cash commission on proceeds, plus a similar commission on qualifying financings with its contacted investors for 18 months after the placement agency agreement ends. The company plans to use net proceeds for working capital and general corporate purposes under an effective shelf registration statement (File No. 333-276481).

Positive

  • None.

Negative

  • None.
Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Shares offered 2,500,000 shares Common stock in registered direct offering
Offering price $2.00 per share Purchase price in registered direct offering
Gross proceeds $5,000,000 Aggregate gross proceeds before placement agent fees and expenses
Placement agent commission 7.0% Cash fee on aggregate proceeds to FT Global Capital, Inc.
Investor participation right 40% Right to participate in subsequent financings for three months after closing
Restriction period 91 days No subsequent placements or variable rate transactions after closing, subject to exceptions
Tail commission period 18 months Period FT Global may earn commission on certain later financings
registered direct offering regulatory
"agreed to issue and the Investor agreed to purchase, in a registered direct offering"
A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.
Variable Rate Transaction regulatory
"the Company will not enter into an agreement to effect a “Variable Rate Transaction”"
shelf registration statement regulatory
"offered by the Company pursuant to an effective shelf registration statement"
A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.
Emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Learn about SEC filing dates

FAQ

What stock offering did China Pharma Holdings (CPHI) announce on July 22, 2026?

China Pharma agreed to sell 2,500,000 common shares in a registered direct offering at $2.00 per share, for $5,000,000 in gross proceeds to an institutional accredited investor, with closing expected around July 23, 2026.

How will China Pharma Holdings (CPHI) use the proceeds from the July 2026 offering?

China Pharma intends to use the net proceeds from the $5,000,000 offering for working capital and general corporate purposes, supporting its ongoing operations and financial flexibility following the July 22, 2026 securities purchase agreement.

What participation rights did the investor receive in China Pharma’s (CPHI) July 2026 financing?

The institutional investor obtained the right to participate in up to 40% of China Pharma’s subsequent financings, on the same terms, for three months after the closing date of the July 2026 registered direct offering.

What lock-up and variable rate restrictions apply to China Pharma (CPHI) after the July 2026 deal?

From signing until the 91st day after closing, China Pharma agreed not to enter into Subsequent Placements or agreements for Variable Rate Transactions, subject to specified exceptions in the securities purchase agreement.

What compensation will FT Global receive in China Pharma’s (CPHI) July 2026 offering?

FT Global Capital, Inc. will receive a 7.0% cash commission on aggregate proceeds from the offering and may earn the same commission on qualifying financings with investors it contacted for up to 18 months after the placement agency agreement ends.

Under which registration statement was China Pharma’s (CPHI) July 2026 offering made?

The shares are being sold under an effective shelf registration statement, File No. 333-276481, which was declared effective on February 14, 2024, enabling the registered direct offering described on July 22, 2026.
false 0001106644 0001106644 2026-07-22 2026-07-22 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

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): July 22, 2026

 

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 July 22, 2026 (the “Signing Date”), China Pharma Holdings Inc. (the “Company”) entered into certain securities purchase agreement (the “Purchase Agreement”) with a certain institutional accredited investor (the “Investor”), pursuant to which the Company agreed to issue and the Investor agreed to purchase, in a registered direct offering, an aggregate of 2,500,000 shares (the “Shares”) of common stock of the Company, par value $0.001 per share (the “Common Stock”) at a purchase price of $2.00 per share for aggregate gross proceeds to the Company of $5,000,000, before deducting fees to the placement agent and other estimated offering expenses payable by the Company. The closing is expected to occur on or around July 23, 2026 (the “Closing Date”).

 

Pursuant to the terms of the Purchase Agreement, the Company and the Buyers have agreed that (i) from the Signing Date until the date that is the three (3) months anniversary of the Closing Date, the Investor shall have the right to participate in up to an amount equal to 40% of the subsequent financings. upon any issuance by the Company or any its subsidiaries, on the same terms, conditions and price provided for any such subsequent financings; (ii) subject to certain exceptions, the Company will not, from the Signing Date until the ninety-first (91st) calendar days anniversary of the Closing Date, enter into any agreement to issue or announce the issuance or disposition or proposed issuance or disposition of any securities (each, a “Subsequent Placement”); (iii) from the Signing Date until the ninety-first (91st) calendar days anniversary of the Closing Date, the Company will not enter into an agreement to effect a “Variable Rate Transaction,” as that term is defined in the Purchase Agreement.

 

FT Global Capital, Inc. (“FT Global”) acted as the exclusive placement agent in connection with this offering pursuant to the terms of a placement agency agreement, dated as of July 22, 2026, between the Company and FT Global (the “Placement Agency Agreement”). Pursuant to the Placement Agency Agreement, the Company agreed to pay FT Global a cash fee equal to 7.0% of the aggregate proceeds (the “Commission”) received by the Company from the sale of its securities pursuant to this Purchase Agreement. FT Global is also entitled to the same Commission for any financings consummated within the 18-month period following the termination or expiration of the Placement Agency Agreement to the extent that such financing is provided to the Company by investors that FT Global had contacted on behalf of the Company.

 

The Shares are being offered by the Company pursuant to an effective shelf registration statement on Form S-3, which was initially filed with the Securities and Exchange Commission on January 14, 2024 and was declared effective on February 14, 2024 (File No. 333-276481).

 

The foregoing description of the Purchase Agreement, and the Placement Agency Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, copies of which are attached hereto as Exhibits 10.1, and 10.2, respectively, and are incorporated herein by reference. Readers should review such agreements for a complete understanding of the terms and conditions associated with these transactions.

 

Item 8.01 Other Events

 

On July 22, 2026, the Company issued a press release announcing the offering, a copy of which is attached hereto as Exhibit 99.1.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit No.   Exhibit Title or Description
5.1   Opinion of Flangas Law Group
10.1   Form of Securities Purchase Agreement
10.2   Form of Placement Agency Agreement
23.1   Consent of Flangas Law Group (included in Exhibit 5.1)
99.1   Press Release dated as of July 22, 2026
104  

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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: July 22, 2026

 

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

 

2

 

 

 

Exhibit 99.1

 

China Pharma Announces Pricing of $5 Million Registered Direct Offering

 

HAIKOU CITY, China, July 22, 2026 - China Pharma Holdings, Inc. (NYSE American: CPHI) (“China Pharma” or the “Company”), a fully-integrated specialty pharmaceuticals company in China, today announced that the pricing of its registered direct offering of 2.5 million shares of its common stock (“Common Shares”), at a purchase price of $2 per share.

 

The gross proceeds from the offering will be $5 million, before deducting placement agent fees and other offering expenses.

 

The Company intends to use the net proceeds from this offering for working capital and general corporate purposes.

 

The offering is expected to be closed on or about July 23, 2026. 

 

FT Global Capital, Inc. is acting as the exclusive placement agent for the offering.

 

The offering was made pursuant to the Company’s “shelf” registration statement on Form F-3 (File No. 333-276481), filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 12, 2024 and declared effective on February 14, 2024. A prospectus supplement and accompanying base prospectus describing the terms of the offering will be filed with the SEC and is available on the SEC’s website at www.sec.gov.

 

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

Safe Harbor Statement

 

This press release contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Statements that are not historical facts, including those regarding China Pharma’s Holdings Inc.’s beliefs and expectations about its business strategy, growth outlook, and operational plans are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. Several factors could cause actual results to differ materially from those contained in any forward-looking statement. These factors include, but are not limited to: (i) capital and credit market volatility, (ii) local and global economic conditions, (iii) anticipated growth strategies and integration plans, (iv) regulatory changes or governmental approvals, and (v) future business development, operational results, and financial performance of China Pharma Holdings Inc. In some cases, forward-looking statements can be identified by words or phrases such as “may,” “will,” “expect,” “anticipate,” “target,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to,” or other similar expressions. All information provided in this press release is as of the date of this press release, and China Pharma Holdings Inc. undertakes no obligation to update such information, except as required under applicable law.

 

About China Pharma Holdings, Inc.

 

China Pharma Holdings, Inc. is a specialty pharmaceutical company that develops, manufactures and markets a diversified portfolio of products focused on conditions with a high incidence and high mortality rates in China, including cardiovascular, CNS, infectious, and digestive diseases. The Company’s cost-effective, high-margin business model is driven by market demand and supported by eight scalable GMP-certified product lines covering the major dosage forms. In addition, the Company has a broad and expanding nationwide distribution network across all major cities and provinces in China. The Company’s wholly-owned subsidiary, Hainan Helpson Medical & Biotechnology Co., Ltd., is located in Haikou City, Hainan Province. For more information about China Pharma Holdings, Inc., please visit http://www.chinapharmaholdings.com. The Company routinely posts important information on its website.

 

Contact:

 

China Pharma Holdings, Inc.

 

Phone: +86-898-6681-1730 (China)

 

Email: hps@chinapharmaholdings.com

 

Filing Exhibits & Attachments

7 documents