CPHI 8-K
China Pharma Holdings, Inc. (CPHI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
On May 23, 2024, China Pharma Holdings, Inc. (the “Company”) entered into an Amendment No. 2 (the “Second Amendment”), to the Convertible Promissory Note dated November 17, 2021 and its Amendment No.1 dated April 13, 2023 (collectively, the “Note”). The Company originally issued the Note to Streeterville Capital, LLC (the “Note Holder”) pursuant to a Securities Purchase Agreement dated November 17, 2021.
The Note Holder and the Company have agreed, according to the terms of the Second Amendment, to extend the maturity date of the Note to August 19, 2025. In consideration of the extension, the Company has agreed to pay to the Note Holder an extension fee equal to two percent (2%) of the outstanding balance of the Note (“Extension Fee”), and lower the minimum monthly redemption amount from the outstanding balance of the Note that the Company is obligated to redeem from $150,000 to $37,182.33. The Second Amendment also includes customary representations and warranties by the Company. The outstanding balance of the Note as of May 23, 2024, following the application of the Extension Fee, is $557,735.00. The outstanding balance of the Note on November 19, 2021, when the Note was originally issued, was $5,250,000.00, including an original issue discount of $250,000.00.
The foregoing description is qualified in its entirety by reference to the full text of the Second Amendment, a copy of which is filed as Exhibit 10.1 hereto, and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following is filed as an exhibit to this report:
| Exhibit Number | Exhibit | |
| 10.1 | Amendment #2 to Convertible Promissory Note dated May 23, 2024 | |
| 104 | Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL) |
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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: May 30, 2024
| CHINA PHARMA HOLDINGS, INC. | ||
| By: | /s/ Zhilin Li | |
| Name: | Zhilin Li | |
| Title: | President and Chief Executive Officer | |
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Exhibit 10.1
AMENDMENT #2 TO CONVERTIBLE PROMISSORY NOTE
This Amendment #2 to Convertible Promissory Note (this “Amendment”) is entered into as of May 23, 2024, by and between Streeterville Capital, LLC, a Utah limited liability company (“Lender”), and China Pharma Holdings, Inc., a Nevada corporation (“Borrower”). Capitalized terms used in this Amendment without definition shall have the meanings given to them in the Note (as defined below).
A. Borrower previously issued to Lender a Convertible Promissory Note dated November 17, 2021 in the principal amount of $5,250,000.00 (as previously amended, the “Note”).
B. On April 13, 2023, Borrower and Lender entered into that certain Amendment to Convertible Promissory Note (the “Prior Amendment”), pursuant to which, among other modifications, Borrower and Lender agreed to extend the Maturity Date of the Note.
C. Borrower has requested that Lender again extend the Maturity Date of the Note (the “Extension”).
D. Lender has agreed, subject to the terms, amendments, conditions and understandings expressed in this Amendment, to grant the Extension.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Recitals. Each of the parties hereto acknowledges and agrees that the recitals set forth above in this Amendment are true and accurate and are hereby incorporated into and made a part of this Amendment.
2. Extension. The Maturity Date for the Note is hereby extended until August 19, 2025.
3. Extension Fee. In consideration of Lender’s grant of the Extension, its fees incurred in preparing this Amendment and other accommodations set forth herein, Borrower agrees to pay to Lender an extension fee equal to two percent (2%) of the Outstanding Balance of the Note (the “Extension Fee”). The Extension Fee is hereby added to the Outstanding Balance as of the date of this Amendment. Lender and Borrower further agree that the Extension Fee is deemed to be fully earned as of the date hereof, and is nonrefundable under any circumstance, and that the Extension Fee starts from the date of this Amendment for Rule 144 purposes. Borrower represents and warrants that as of the date hereof the Outstanding Balance of the Note, following the application of the Extension Fee, is $557,735.00.
4. Definitions. The following definitions in the Prior Amendment and therefore the Note shall be superseded by the following:
(a) “Average Amount Redeemed” means the portion of the Outstanding Balance redeemed pursuant to Section 8 during the Calculation Period divided by the number of months elapsed in the Calculation Period.
(b) “Calculation Period” means the number of full calendar months elapsed during the period beginning on May 23, 2024.”
(c) “Minimum Monthly Redemption Amount” means $37,182.33 per calendar month.
5. Representations and Warranties. In order to induce Lender to enter into this Amendment, Borrower, for itself, and for its affiliates, successors and assigns, hereby acknowledges, represents, warrants and agrees as follows:
(a) Borrower has full power and authority to enter into this Amendment and to incur and perform all obligations and covenants contained herein, all of which have been duly authorized by all proper and necessary action. No consent, approval, filing or registration with or notice to any governmental authority is required as a condition to the validity of this Amendment or the performance of any of the obligations of Borrower hereunder.
(b) There is no fact known to Borrower or which should be known to Borrower which Borrower has not disclosed to Lender on or prior to the date of this Amendment which would or could materially and adversely affect the understanding of Lender expressed in this Amendment or any representation, warranty, or recital contained in this Amendment.
(c) Except as expressly set forth in this Amendment, Borrower acknowledges and agrees that neither the execution and delivery of this Amendment nor any of the terms, provisions, covenants, or agreements contained in this Amendment shall in any manner release, impair, lessen, modify, waive, or otherwise affect the liability and obligations of Borrower under the terms of the Transaction Documents.
(d) Borrower has no defenses, affirmative or otherwise, against Lender, directly or indirectly, arising out of, based upon, or in any manner connected with, the transactions contemplated hereby, whether known or unknown, which occurred, existed, was taken, permitted, or begun prior to the execution of this Amendment and occurred, existed, was taken, permitted or begun in accordance with, pursuant to, or by virtue of any of the terms or conditions of the Transaction Documents. To the extent any such defenses, affirmative or otherwise, exist or existed, such defenses are hereby waived, discharged and released. Borrower hereby acknowledges and agrees that the execution of this Amendment by Lender shall not constitute an acknowledgment of or admission by Lender of the existence of any claims or of liability for any matter or precedent upon which any claim or liability may be asserted.
(e) Borrower represents and warrants that as of the date hereof no Events of Default or other material breaches exist under the Transaction Documents or have occurred prior to the date hereof.
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5. Certain Acknowledgments. Each of the parties acknowledges and agrees that no property or cash consideration of any kind whatsoever has been or shall be given by Lender to Borrower in connection with the Extension or any other amendment to the Note granted herein.
6. Other Terms Unchanged. The Note, as amended by the Prior Amendment and this Amendment, remains and continues in full force and effect, constitutes legal, valid, and binding obligations of each of the parties, and is in all respects agreed to, ratified, and confirmed. Any reference to the Note after the date of this Amendment is deemed to be a reference to the Note as amended by the Prior Amendment and this Amendment. If there is a conflict between the terms of this Amendment and the Note, the terms of this Amendment shall control. If there is a conflict between the terms of this Amendment and the Prior Amendment, the terms of this Amendment shall control. No forbearance or waiver may be implied by this Amendment. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as a waiver of, or as an amendment to, any right, power, or remedy of Lender under the Note, as in effect prior to the date hereof. For the avoidance of doubt, this Amendment shall be subject to the governing law, venue, and Arbitration Provisions, as set forth in the Note.
7. No Reliance. Borrower acknowledges and agrees that neither Lender nor any of its officers, directors, members, managers, equity holders, representatives or agents has made any representations or warranties to Borrower or any of its agents, representatives, officers, directors, or employees except as expressly set forth in this Amendment and the Transaction Documents and, in making its decision to enter into the transactions contemplated by this Amendment, Borrower is not relying on any representation, warranty, covenant or promise of Lender or its officers, directors, members, managers, equity holders, agents or representatives other than as set forth in this Amendment.
8. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. The parties hereto confirm that any electronic copy of another party’s executed counterpart of this Amendment (or such party’s signature page thereof) will be deemed to be an executed original thereof.
9. Further Assurances. Each party shall do and perform or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Amendment and the consummation of the transactions contemplated hereby.
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IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date set forth above.
| LENDER: | ||
| Streeterville Capital, LLC | ||
| By: | /s/ John M. Fife | |
| John M. Fife, President | ||
| BORROWER: | ||
| China Pharma Holdings, Inc. | ||
| By: | /s/ Zhilin Li | |
| Name: | Zhilin Li | |
| Title: | CEO | |
[Signature Page to Amendment #2 to Convertible Promissory Note]