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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):
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).
|
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 |
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