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 5.07. Submission of Matters to a Vote of Security Holders.
On December 17, 2023, China Pharma Holdings, Inc. (the “Company”) held its annual stockholders’ meeting for the fiscal year ended December 31, 2022 (the “Annual Meeting”). Holders of 17,225,997 shares of the Company’s common stock were present in person or by proxy at the Annual Meeting, representing 54% of the total outstanding shares of common stock and therefore constituting a quorum of more than one-third of the shares outstanding and entitled to vote at the Annual Meeting as of the record date.
The final voting results for the matters submitted to a vote of stockholders at the meeting are as follows.
| 1. | A proposal to elect three independent director nominees to our Board of Directors: |
| Independent Director’s Name | Votes For | Votes Withheld | ||
| Gene Michael Bennett | 17,174,742 | 51,255 | ||
| Yingwen Zhang | 17,165,245 | 60,752 | ||
| Baowen Dong | 17,165,232 | 60,765 |
Pursuant to the foregoing votes, Gene Michael Bennett, Yingwen Zhang and Baowen Dong were elected to serve as our independent directors until the next annual meeting and until their successors are elected and qualified.
| 2. |
A proposal to adopt the Amendment No.1 to the Company’s Amended and Restated 2010 Long-Term Incentive Plan: |
| Votes For | Votes Against | Abstentions | ||
| 17,073,265 | 147,382 | 5,350 |
Pursuant to the foregoing votes, the Amendment No.1 to the Company’s Amended and Restated 2010 Long-Term Incentive Plan was approved and adopted.
| 3. | A proposal to amend the Company’s Articles of Incorporation to effect a reverse stock split at a ratio of up to 1:10, such that every holder of common stock, par value $0.001 per share, of the Company, shall receive one share of Common Stock for up to every ten shares of Common Stock held: |
| Votes For | Votes Against | Abstentions | ||
| 17,060,203 | 165,541 | 253 |
Pursuant to the foregoing votes, an amendment to the Company’s Articles of Incorporation to effect a reverse stock split at a ratio of up to 1:10, such that every holder of common stock, par value $0.001 per share, of the Company, shall receive one share of Common Stock for up to every ten shares of Common Stock held was approved and adopted. Despite of the foregoing, the Board of the Directors has the discretion to decide if and when to effect the reverse stock split.
Item 8.01. Other Events.
On December 15, 2023, the Company received a notification from the NYSE American (the “Exchange”) stating that the Company is back in compliance with the NYSE American continued listing standards. Specifically, the Company has resolved the continued listing deficiency with respect to Sections 1003(a)(ii) and (iii) of the NYSE American Company Guide (the “Company Guide”) referenced in the Exchange’s letter dated June 15, 2022 and December 1, 2022, each of which has been disclosed by the Company in the Current Reports on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on June 22, 2022 (Initial Equity Notification) and December 2, 2022 (Second Equity Notification).
The Company will be subject to NYSE Regulation’s normal continued listing monitoring. However, if the Company is again determined to be below any of the continued listing standards within 12 months from December 15, 2023, the Exchange will examine the relationship between the two incidents of noncompliance and re-evaluate the Company’s method of financial recovery from the first incident. NYSE Regulation will then take the appropriate action, which, depending on the circumstances, may include truncating the compliance procedures described Section 1009 of the Company Guide or immediately initiating delisting proceedings.
Lastly, the below compliance (“.BC”) indicator will remain on the Company’s ticker as the Company continues to be below compliance with Section 1003(f)(v) of the Company Guide. Specifically, the Company remains subject to the conditions set forth in the letter from the Exchange dated September 27, 2023 for selling the Company’s securities for a low price per share for a substantial period of time, which the Company has disclosed in the Current Report on Form 8-K filed with the SEC on October 3, 2023.
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 19, 2023
| CHINA PHARMA HOLDINGS, INC. | |||
| By: | /s/ Zhilin Li | ||
| Name: | Zhilin Li | ||
| Title: | President and Chief Executive Officer | ||