8-K
CHINA PHARMA HOLDINGS, INC. (CPHI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the SecuritiesExchange 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 DefinitiveAgreement.
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)<br>of Regulation S-K. The Registrant hereby agrees to furnish a copy of any omitted portion to the SEC upon request. |
| --- | --- |
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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: March 3, 2026
| CHINA PHARMA HOLDINGS, INC. | ||
|---|---|---|
| By: | /s/ Zhilin Li | |
| Name: | Zhilin Li | |
| Title: | President and Chief Executive Officer |
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Exhibit10.1
Certaininformation marked as [xxxxxxx] has been excluded from the Agreement because it is both not material and is the type that the registranttreats as private or confidential
Technology Transfer Contract
Party A: Hainan Helpson Medical & Biotechnology Co., LTD
Party B: XiaoyanZhang
Date of Signing: February 26, 2026
Party A “Transferee” : Hainan Helpson Medical & Biotechnology Co., LTD
Legal representative: Li Zhilin
Address: C09-2, Haikou Free Trade Zone
Party B (Transferor) : Xiaoyan Zhang
ID Card Number: [xxxxxxx]
Address: [xxxxxxx]
In this contract, Party B owns anPrinsepia Utilis Esterol Sublingual Tablets and Method for Its Preparation, which has obtained a patent (patent No. 2018102273158), and Party A assigns the invention patent of the technology. In addition, Party B shall provide relevant technical services. The transfer of patent rights for invention of the technology between the parties. Through consultations on an equal footing, on the basis of truly and fully expressing their respective wishes, and in accordance with relevant laws and regulations, the following agreement is reached and shall be strictly adhered to by both parties.
Article 1 Project-related information
Patent number: 2018102273158
The patentee: Xiaoyan Zhang
Inventor/Designer; Nameless
Patent Grant Date: 2018.03.19
Patent validity eye: 2038.03.19
Article 2 Patent Status
2.1 Status of implementation of the invention by Party B (time, place, method and scale) : The invention patent has been obtained, and Party B has solved the implementation of the core technology and completed the development meeting the requirements of the patent.
2.2 Status of Party B licensing others to use the invention (time, place, method and scale) :
None.
Article 3 Main Obligations of Party B
3.1 Party B warrants that it will sign any necessary documents and take any action as required by Party A
Party B shall take necessary actions to ensure the transfer of invention patent.
3.2 Party B shall, within 30 days after the effective date of the Contract, provide all the invention patents to the transferee at Party A’s location
Technical data.
3.3 Party B shall ensure that its patent application right does not infringe on the legitimate rights and interests of any third party. If issued
If a third party accuses Party A of infringement, Party B shall be liable for breach of contract.
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Article 4 Transfer fee, service fee and payment method
4.1. The transfer fee of the patent right shall be: US $6.93 million. 10 days from the date this contract is signed
Party A issues the value to Party B through its parent company, China Pharma Holdings Inc US $6.93 million worth of stock at a consideration of US $0.55 per share price.
Article 5 Confirmation by both parties
5.1 Party B shall be responsible for transferring all rights and obligations of its patent right and know-how to Party A
5.2 Party B has solved the implementation of the core technology and completed the production meeting the requirements of the patent.
5.3 Party B is responsible for completing all declared technical documents and third-party testing.
5.4 During the term hereof, Party A and Party B shall make use of the technical services provided by the other party
The new technical achievements shall be jointly owned by both parties.
5.5 During the validity period of this Contract, both parties shall have the right to make subsequent improvement by utilizing the invention-creation involved in the patent application granted by the other party. Any new technological achievement resulting from it which has the characteristics of substantive or creative technological progress shall belong to each party and each party shall reap the benefits thereof.
Article 6 Confidentiality
6.1 Party A and Party B shall comply with the following confidentiality obligations:
(1) Confidentiality: all relevant information of both parties during the transfer period and cooperation process
And data archives; (2) the scope of confidential personnel; Persons directly or indirectly involved in the technology and information hereunder (3) Confidentiality period: 20 years:
6.2 Liability for disclosure of Information by Party A: If Party A discloses information, it shall not have the right to recover the technology royalties paid to Party B and bear the actual losses incurred by Party B.
6.3 Liability for Party B’s disclosure: If Party B discloses the information, Party A shall have the right to ask Party B to bear the actual losses.
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Article 7 Liability for breach of Contract
7.1 If Party B fails to submit relevant materials according to the aforesaid time, place and requirements, it shall submit such materials to Party A
Party B shall pay all losses to Party A.
7.2 If Party B violates the provisions of Article 3 hereof, it shall pay all losses to Party A.
Article 8
The amendments to this contract must be agreed by both parties through consultation and confirmed in writing. However, under any of the following circumstances, one party may make a request to the other party for modification of the rights and obligations of the contract, and the other party shall reply within 30 days; If the party fails to give a reply within the time limit, it shall be deemed to have agreed:
1. Major changes in national policies require major adjustments to the project content:
2. The research plan of the project is adjusted or changed;
3. Adjustment of Party B’s organization or change of project leader:
4. Other force majeure.
Article 9
Disputes arising from the performance of this contract shall be settled through negotiation and mediation. If negotiation or mediation fails, the case shall be submitted to the Hainan International Arbitration Court for arbitration. Article 10 For matters not covered herein, both parties may enter into a supplementary agreement upon mutual agreement through consultation. The supplementary agreement shall be equally authentic with this contract. In the event of merger and acquisition, spin-off, stock transfer or restructuring of the enterprise during the cooperation, the new company formed shall still have the obligation to perform this contract.
Article11 This contract is made in four copies, with each party holding two copies.
Article12 This Contract shall come into force on the date of signing.
Party A (Seal) : Hainan Helpson Medical & Biotechnology Co., LTD
Legal representative/authorized person (signature) : Zhilin Li
February 26, 2026
Party B (signature) : Xiaoyan Zhang
Legal representative/authorized person (signature) :Xiaoyun Chen
February 26, 2026
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