China Pharma Holdings Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities
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Item 1.01 Entry into a Material Definitive Agreement.
On February 2, 2024, 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 Lihua Li (the “Transferor”). The Transferor owns an invention patent of a pharmaceutical composition for treatment of psoriasis (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 in Haikou, which include but are not limited to product research and development, writing of registration materials, registration application.
The aggregate transfer price as contemplated by the Agreement is $1.50 million, which will be paid to the Transferor and his two designees in the form of common stock of the Company at $0.10 per share. During ten years since the product launches to the market, if and only if the product generates profit, Helpson shall pay 10% of the net profit of the sales in cash on an annual basis to the Transferor.
The foregoing descriptions of the Agreement are summaries of the material terms of such documents, do not purport to be complete and are qualified in their entirety by reference to the Agreement.
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 15,000,000 restricted shares of common stock to the Transferor and his two designees in connection with the technology transfer, each receiving 5,000,000 restricted shares.
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.
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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: February 8, 2024
| CHINA PHARMA HOLDINGS, INC. | |||
| By: | /s/ Zhilin Li | ||
| Name: | Zhilin Li | ||
| Title: | President and Chief Executive Officer | ||
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