UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On July 22, 2026 (the “Signing Date”), China Pharma Holdings Inc. (the “Company”) entered into certain securities purchase agreement (the “Purchase Agreement”) with a certain institutional accredited investor (the “Investor”), pursuant to which the Company agreed to issue and the Investor agreed to purchase, in a registered direct offering, an aggregate of 2,500,000 shares (the “Shares”) of common stock of the Company, par value $0.001 per share (the “Common Stock”) at a purchase price of $2.00 per share for aggregate gross proceeds to the Company of $5,000,000, before deducting fees to the placement agent and other estimated offering expenses payable by the Company. The closing is expected to occur on or around July 23, 2026 (the “Closing Date”).
Pursuant to the terms of the Purchase Agreement, the Company and the Buyers have agreed that (i) from the Signing Date until the date that is the three (3) months anniversary of the Closing Date, the Investor shall have the right to participate in up to an amount equal to 40% of the subsequent financings. upon any issuance by the Company or any its subsidiaries, on the same terms, conditions and price provided for any such subsequent financings; (ii) subject to certain exceptions, the Company will not, from the Signing Date until the ninety-first (91st) calendar days anniversary of the Closing Date, enter into any agreement to issue or announce the issuance or disposition or proposed issuance or disposition of any securities (each, a “Subsequent Placement”); (iii) from the Signing Date until the ninety-first (91st) calendar days anniversary of the Closing Date, the Company will not enter into an agreement to effect a “Variable Rate Transaction,” as that term is defined in the Purchase Agreement.
FT Global Capital, Inc. (“FT Global”) acted as the exclusive placement agent in connection with this offering pursuant to the terms of a placement agency agreement, dated as of July 22, 2026, between the Company and FT Global (the “Placement Agency Agreement”). Pursuant to the Placement Agency Agreement, the Company agreed to pay FT Global a cash fee equal to 7.0% of the aggregate proceeds (the “Commission”) received by the Company from the sale of its securities pursuant to this Purchase Agreement. FT Global is also entitled to the same Commission for any financings consummated within the 18-month period following the termination or expiration of the Placement Agency Agreement to the extent that such financing is provided to the Company by investors that FT Global had contacted on behalf of the Company.
The Shares are being offered by the Company pursuant to an effective shelf registration statement on Form S-3, which was initially filed with the Securities and Exchange Commission on January 14, 2024 and was declared effective on February 14, 2024 (File No. 333-276481).
The foregoing description of the Purchase Agreement, and the Placement Agency Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, copies of which are attached hereto as Exhibits 10.1, and 10.2, respectively, and are incorporated herein by reference. Readers should review such agreements for a complete understanding of the terms and conditions associated with these transactions.
Item 8.01 Other Events
On July 22, 2026, the Company issued a press release announcing the offering, a copy of which is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Exhibit Title or Description | |
| 5.1 | Opinion of Flangas Law Group | |
| 10.1 | Form of Securities Purchase Agreement | |
| 10.2 | Form of Placement Agency Agreement | |
| 23.1 | Consent of Flangas Law Group (included in Exhibit 5.1) | |
| 99.1 | Press Release dated as of July 22, 2026 | |
| 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: July 22, 2026
| CHINA PHARMA HOLDINGS, INC. | |||
| By: | /s/ Zhilin Li | ||
| Name: | Zhilin Li | ||
| Title: | President and Chief Executive Officer | ||
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