UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 28, 2022
CHINA PHARMA HOLDINGS, INC.
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(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 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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Exhibit 10.1
Technology Transfer Contract
Party A: Hainan Helpson Medical & Biotechnology Co., Ltd.
Party B: Chengdu Bonier Medical Technology Development Co., Ltd
Date of Contract: November 28, 2022
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Party A (Transferee): Hainan Helpson Medical & Biotechnology Co., Ltd.
Legal representative: Li Zhilin
Address: C09-2, Haikou Free Trade Zone
Party B (Transferor): Chengdu Bonier Medical Technology Development Co., Ltd
Legal representative: Kuang Nianyou
Address: No. 33, South Wuqing Road, Wuhou District, Chengdu
In this contract, Party B owns a technical invention and creation of an ophthalmic oxygen enriched atomization therapeutic apparatus, has obtained a utility model patent (the utility model patent number is ZL 2022 2 0394857.6) and applied for an invention patent at the same time. Party A receives the utility model patent right of the technical invention and the patent application right of the invention, and Party B provides relevant technical services. Both parties have reached the following agreement on the transfer of the new utility patent right and the patent application right for invention of this technology through equal consultation, based on the true and full expression of their own wishes, and in accordance with relevant laws and regulations, which shall be strictly observed by both parties.
Article 1 Project related information
1.1 Patent right of utility model
Patent No.:_ ZL 2022 2 0394857.6
Patentee:_ Liaoning Inspection and Testing Certification Center
Inventor/Designer: Li Hongjiang, Yan Xuejiao, Li Yuejia, Yao Yue, Yu Zhongyi
Patent authorization date: September 9, 2022
Term of Validity of Patent: September 9, 2032_
1.2 Right to apply for invention patent
Inventor/Designer: Li Hongjiang, Yan Xuejiao, Li Yuejia, Yao Yue, Yu Zhongyi
Patent applicant: Liaoning Inspection and Testing Certification Center
Patent application date: February 25, 2022
Patent application No.: 202210179869. 1.
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Article 2 Patent Status
2.1 Status of Party B’s implementation of the invention (time, place, method and scale): the invention has obtained the new utility patent license and applied for an invention patent. Party B has solved the implementation of the core technology and completed the prototype development that meets the patent requirements.
2.2 The condition (time, place, method and scale) that Party B permits others to use the invention creation: None.
Article 3 Main Obligations of Party B
3.1 Party B guarantees that it will sign any necessary documents and take any necessary actions according to Party A’s requirements to ensure the realization of the implementation of the new patent right and the transfer of the right to apply for invention patent.
3.2 Party B shall provide all technical data to the transferee within 30 days after the contract comes into effect.
3.3 Party B shall ensure that its patent application right does not infringe the legitimate rights and interests of any third party. If a third person accuses Party A of infringement, Party B shall be liable for breach of contract.
3.4 Party B or the third party designated by Party B shall provide Party A with technical services in Haikou, including but not limited to product research and development, writing of registration materials, registration application and other technical services. The service period is 10 years. Within one year after the signing of this contract, Party B shall complete the registration of Class II medical devices of “an ophthalmic oxygen enriched nebulizer” for Party A.
Article 4 Transfer fee, service fee and payment method
4.1 The transfer fee of the patent right of the utility model and the patent application right for invention is RMB 15 million. Within 10 days from the date of signing this contract, Party A, through its parent company China Pharma Holdings, Inc., issues shares worth RMB15 million to Party B at US$0.1349 per share;
4.2 The service fee for the patent right of the utility model and the patent application right for invention is: within 10 years after the product is listed, Party A shall pay 15% of the net profit of the product sales to Party B in cash annually. If the above invention patent application is not finally authorized, Party A does not need to pay 15% of the net profit of the product sales to Party B.
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Article 5 Confirmation by both parties
5.1 Party B shall be responsible for transferring all rights and obligations of its patent right and proprietary technology to Party A.
5.2 Party B has solved the implementation of core technology and completed the prototype manufacturing that meets the patent requirements.
5.3 Party B shall be responsible for completing all the declared technical documents and third party testing.
5.4 During the validity period of this contract, the new technical achievements made by Party A and Party B using the technical services provided by the other party shall be jointly owned by both parties.
5.5 During the validity period of this contract, Party A and Party B have the right to use the invention and creation involved in the patent application right delivered by the other party for subsequent improvement. The resulting new technical achievements with the characteristics of substantive or creative technological progress shall belong to each party and each party shall obtain benefits.
Article 6 Confidentiality
6.1 Party A and Party B shall abide by the following confidentiality obligations:
(1) Confidential content: all relevant information and data files of both parties during the transfer period and cooperation process;
(2) Scope of confidential personnel: relevant personnel directly or indirectly involved in the technology and information in this contract;
(3) Confidentiality period: 20 years;
6.2 Party A’s Responsibility for Disclosure
If Party A divulges secrets, it has no right to recover the technology transfer fee paid to Party B and bear the actual loss of Party B.
6.3 Party B’s Responsibility for Disclosure
If Party B divulges secrets, Party A has the right to require 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 above time, place and requirements, it shall pay Party A penalty of 3/10000 every day.
7.2 If Party B violates Article 3 hereof, it shall pay Party A penalty of RMB1 million.
7.3 If Party A fails to perform its obligations in accordance with Article 4.2 of this Contract, it shall pay Party B penalty of 3/10000 per day.
Article 8 The change of this contract must be agreed by both parties through consultation and confirmed in writing. However, under any of the following circumstances, one party may request the other party to change its contractual rights and obligations, and the other party shall reply within 30 days; If no reply is given within the time limit, it shall be deemed that:
1. Major changes in national policies lead to major adjustments in project contents;
2. The research plan of this project is adjusted or changed;
3. Party B’s organization adjustment or project leader change;
4. Other force majeure.
Article 9 During the performance of this contract, Party A shall designate as the project contact person and contact information. Party B shall designate as the project contact person and contact information.
Article 10 Disputes arising from the performance of this Contract by both parties shall be settled through consultation and mediation. If negotiation or mediation fails, the case shall be submitted to Hainan International Arbitration Court for arbitration.
Article 11 For matters not covered in this contract, a supplementary agreement can be signed by both parties through consultation. The supplementary agreement has the same effect as this contract. In case of merger and acquisition, spin off, share transfer or restructuring of enterprises in the process of cooperation, the new company still has the obligation to perform this contract.
Article 11 This contract is made in quadruplicate, with each party holding two copies.
Article 12 This Contract shall come into force from the date of signing.
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| Party A (seal): seal affixed | ||
| Legal representative/authorized person (signature): | /s/ Li Zhilin | |
| Date: November 28, 2022 | ||
| Party B (seal): seal affixed | ||
| Legal representative/authorized person (signature): | /s/ Kuang Nianyou | |
| Date: November 28, 2022 | ||
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