China Pharma to issue 12.6M shares for patent deal

China Pharma Holdings, Inc. reported that its wholly owned subsidiary Hainan Helpson Medical & Biotechnology Co., Ltd entered into a Technology Transfer Agreement on February 26, 2026 with Xiaoyan Zhang.

Rhea-AI Filing Summary

China Pharma Holdings, Inc. reported that its wholly owned subsidiary Hainan Helpson Medical & Biotechnology Co., Ltd entered into a Technology Transfer Agreement on February 26, 2026 with Xiaoyan Zhang. The company will acquire an invention patent for Prinsepia Utilis Esterol sublingual tablets and related preparation methods.

As consideration, China Pharma agreed to pay $6.93 million in the form of its common stock at $0.55 per share, resulting in the planned issuance of 12,600,000 restricted shares of common stock. These shares will be issued to a non-U.S. person in an offshore transaction under Regulation S, and will not be registered under the U.S. Securities Act.

Insights

Equity & transactions analyst

China Pharma is issuing 12.6M shares for a $6.93M patent acquisition.

China Pharma, through its Helpson subsidiary, is acquiring an invention patent for Prinsepia Utilis Esterol sublingual tablets. The consideration is equity-based: $6.93 million payable in common stock priced at $0.55 per share, leading to 12,600,000 restricted shares.

The shares are being issued to a non-U.S. person in an offshore transaction relying on Regulation S, so they are unregistered under the Securities Act. Actual impact depends on how this patent contributes to future product development and on market perception of the additional restricted shares once any resale restrictions lapse.

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 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.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What agreement did China Pharma Holdings (CPHI) enter on February 26, 2026?

China Pharma’s subsidiary Helpson signed a Technology Transfer Agreement with Xiaoyan Zhang on February 26, 2026. The deal transfers ownership of an invention patent for Prinsepia Utilis Esterol sublingual tablets and related preparation methods, along with related technical services.

How much is China Pharma (CPHI) paying for the technology transfer?

China Pharma agreed to a purchase price of $6.93 million for the technology transfer. This amount will be paid in the company’s common stock rather than cash, reflecting the value assigned to the invention patent and associated technical services.

How many shares will China Pharma (CPHI) issue for the patent acquisition?

China Pharma plans to issue 12,600,000 restricted shares of common stock in connection with the technology transfer. The shares are valued at $0.55 per share, matching the agreed total consideration of $6.93 million for the patent acquisition.

At what price is China Pharma (CPHI) valuing the shares issued in this deal?

The shares issued for the technology transfer are priced at $0.55 per share. Using this price, China Pharma will deliver 12,600,000 restricted common shares to satisfy the agreed $6.93 million consideration for the invention patent and related technical services.

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

The shares to be issued will not be registered under the Securities Act. China Pharma is relying on Regulation S, issuing the restricted shares to a non-U.S. person through an offshore transaction negotiated and completed outside the United States.

What technology is China Pharma (CPHI) acquiring through the transfer agreement?

China Pharma is acquiring an invention patent for Prinsepia Utilis Esterol sublingual tablets and its preparation method. The transferor will also provide various technical services, including research and development support and preparation of registration materials for regulatory applications.

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

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Accepted by SEC EDGAR 03/03/2026 - 04:05 PM EST 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): February 26, 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 February 26, 2026 (the “Signing Date”), 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 Xiaoyan Zhang (the “Transferor”). The Transferor owns an invention patent of an Prinsepia Utilis Esterol Sublingual 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 $6.93 million, which will be paid in the form of common stock of the Company, par value $0.001 per share, at $0.55 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 12,600,000 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.

 Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1(1)		English Translation of Technology Transfer Agreement, by and between Helpson and the Transferor.
104		Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL)

(1) Portions of the exhibit, including certain private and confidential information has been omitted pursuant to Item 601(a)(6) and Item 601(b)(10)(iv) of Regulation S-K. The Registrant hereby agrees to furnish a copy of any omitted portion to the SEC upon request.

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: March 3, 2026

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

2

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 ENGLISH TRANSLATION OF TECHNOLOGY TRANSFER AGREEMENT, BY AND BETWEEN HELPSON AND 32.9 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.9 KB