China Pharma acquires Ipragliflozin patent via $9.8M stock deal

Rhea-AI Filing Summary

China Pharma Holdings, Inc. reports that its wholly owned subsidiary, Hainan Helpson Medical & Biotechnology Co., Ltd, entered into a Technology Transfer Agreement with Juan Zhang to acquire an invention patent covering Ipragliflozin tablets and their preparation method. The agreed transfer price is $9.8 million, to be paid in the company’s common stock at $1.40 per share.

To satisfy this consideration, the company is to issue 7,000,000 restricted shares of common stock. These shares will be offered and issued to a non-U.S. person in an offshore transaction relying on Regulation S, meaning they will not be registered under the U.S. Securities Act or state securities laws.

Insights

Equity & Corporate Finance Analyst

China Pharma is acquiring a drug patent via a $9.8M stock issuance.

China Pharma Holdings, through its Helpson subsidiary, is acquiring ownership of an invention patent for Ipragliflozin tablets and their preparation. The consideration is set at $9.8 million, to be paid entirely in common stock priced at $1.40 per share, resulting in an issuance of 7,000,000 restricted shares. The transferor or a designated third party will also provide technical services such as product R&D and preparation of registration materials.

The transaction uses equity rather than cash, which preserves cash but increases the share count. The securities are being issued to a non-U.S. person in an offshore transaction under Regulation S, so they will not be registered under the Securities Act. Future filings may clarify how this patent and the related technical services contribute to the company’s product pipeline and revenue once development and registration activities progress.

8-K Event Classification

2 items: 1.01, 3.02

2 items

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 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

FAQ

What did China Pharma Holdings (CPHI) announce in this 8-K?

China Pharma Holdings announced that its subsidiary Hainan Helpson Medical & Biotechnology Co., Ltd entered into a Technology Transfer Agreement to acquire an invention patent for Ipragliflozin tablets and their preparation method from Juan Zhang.

How much is China Pharma (CPHI) paying for the Ipragliflozin patent?

China Pharma is paying $9.8 million for the invention patent, with the entire amount to be settled in shares of its common stock.

How many shares will China Pharma (CPHI) issue for the technology transfer?

China Pharma is to issue an aggregate of 7,000,000 restricted shares of its common stock in connection with the technology transfer.

At what price per share is China Pharma (CPHI) valuing the stock consideration?

The company is valuing the stock consideration at $1.40 per share of common stock to reach the agreed $9.8 million transfer price.

Will the new China Pharma (CPHI) shares be registered under the Securities Act?

No. The securities to be issued in this transaction will not be registered under the Securities Act or state securities laws and are being offered and issued in reliance on Regulation S in an offshore transaction to a non-U.S. person.

What additional obligations are included in the Technology Transfer Agreement for China Pharma (CPHI)?

Under the agreement, the transferor or its designated third party will provide technical services, including product research and development, drafting registration materials, and registration application work related to the invention patent.

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

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Accepted by SEC EDGAR 12/23/2025 - 04:05 PM Learn about SEC filing dates

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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 22, 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 22, 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 Juan Zhang (the “Transferor”). The Transferor owns an invention patent of an Ipragliflozin tablets 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 $9.8 million, which will be paid in the form of common stock of the Company, par value $0.001 per share (the “Common Stock”), at $1.40 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 7,000,000 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 23, 2025

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