UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On November 28, 2022, Hainan Helpson Medical & Biotechnology Co., Ltd (“Helpson”), a wholly owned subsidiary of China Pharma Holdings, Inc. (the “Company”), entered into a Technology Transfer Contract (the “Agreement”) with Chengdu Bonier Medical Technology Development Co., Ltd (“Bonier”). Bonier owns the know-how of a technical invention and creation of an ophthalmic oxygen enriched atomization therapeutic instrument, which has obtained a utility model patent (the “Utility Model Patent”) and applied for an invention patent (the “Invention Patent”) at the same time. Pursuant to the Agreement, Bonier will transfer the ownership of the Utility Model Patent of the technical invention and the Invention Patent application right of the invention to Helpson. Bonier 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 and other technical services, with a term of ten years.
The transfer price of the Agreement is RMB 15 million, approximately $2.1 million, which will be paid in the form of common stock of the Company at $0.1349 per share within 10 days from the date of signing the contract. The service fee amounts to 15% of the net profit of the corresponding product sales revenue, which will be paid in cash annually by Helpson after it launches to the market, contingent on the successful authorization of the abovementioned Invention Patent.
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, which is attached hereto as Exhibits 10.1.
| 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’s securities mentioned above, if and when issued, will not be registered under 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 of 1933, as amended (the “Securities Act”) afforded by Regulation S promulgated thereunder. We relied upon the exemption from registration under the U.S. Securities Act provided by Rule 903 of Regulation S promulgated under the Securities Act 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.
The following are filed as exhibits to this report:
| Exhibit No. | Description | |
| 10.1 | Technology Transfer Contract, dated November 28, 2022, between Hainan Helpson Medical & Biotechnology Co., Ltd and Chengdu Bonier Medical Technology Development Co., Ltd. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: December 2, 2022
| CHINA PHARMA HOLDINGS, INC. | ||
| By: | /s/ Zhilin Li | |
| Name: Zhilin Li Title: President and Chief Executive Officer | ||
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