UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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): ~~April~~ December 4, 2025

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)

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 71.01 ~~Regulation~~Entry FDinto ~~Disclosure~~a Material Definitive Agreement.

On ~~April~~ December 4, 2025, Hainan Helpson Medical & Biotechnology Co., Ltd (“Helpson”), a wholly owned subsidiary of China Pharma Holdings, Inc. (the “Company”), entered ~~issued~~into a ~~press~~Technology ~~release,~~Transfer ~~included~~Agreement ~~herewith~~(the as“Agreement”) ~~Exhibit~~with ~~99.1,~~Lijie ~~announcing~~Tang (the “Transferor”). ~~that~~The itTransferor ~~expects~~owns toan ~~implement~~invention patent of a ~~1-for-10 reverse~~ ~~stock~~Captopril ~~split~~microcapsule ~~effective~~and ~~Tuesday,~~Method ~~April~~for ~~15,~~Its ~~2025,~~Preparation ~~that~~(the ~~every~~“Invention 10Patent”). Pursuant ~~shares~~to ofthe Agreement, the ~~pre-split common~~Transferor ~~stock~~will oftransfer the ~~Company,~~ownership ~~par~~of ~~value~~the ~~$0.001~~Invention ~~per~~Patent ~~share,~~to ~~will~~Helpson. beThe ~~converted~~Transferor ~~into~~or ~~one~~its ~~post-split~~designated third ~~common~~party ~~stock~~shall ofprovide ~~the~~relevant ~~Company~~technical services, ~~par~~which ~~value $0.001~~include ~~per~~but ~~share,~~are ~~with~~not ~~trading~~limited to ~~begin~~product onresearch aand ~~split-adjusted~~development, ~~basis~~writing of atregistration ~~the~~materials, ~~market~~registration ~~open~~application onand ~~that~~other ~~day~~technical services.

The ~~information~~ ~~disclosed~~transfer ~~under~~price ~~this~~as ~~Item~~contemplated ~~7.01,~~by ~~including~~the ~~Exhibit~~Agreement is 99$6.13 ~~hereto~~million, iswhich ~~being~~will ~~furnished and shall not~~ be ~~deemed~~paid ~~“filed” for~~in ~~purposes~~the ofform ~~Section 18~~ of ~~the~~common ~~Securities~~stock ~~Exchange Act~~ of ~~1934~~the ~~and~~Company, ~~shall~~par ~~not~~value be$0.001 ~~deemed~~per ~~incorporated~~share ~~by reference into any filing made under~~ (the ~~Securities~~“Common ~~Act of 1933~~Stock”), at ~~except~~$1.80 asper ~~expressly set forth by specific reference in such filing~~share.

Item 93.0102 ~~Financial~~Unregistered ~~Statements~~Sales ~~and~~of ~~Exhibits~~Equity Securities.

~~(d) Exhibits~~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 3,500,000 restricted shares of Common Stock in connection with the technology transfer.

99.1	Press Release, dated April 4, 2025.
104	Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL)

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.

1SIGNATURES

~~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.

~~Pursuant~~Dated: toDecember ~~the requirements of the Securities Exchange Act of 1934~~10, ~~the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~2025

~~Dated:~~CHINA ~~April~~PHARMA 4HOLDINGS, ~~2025~~INC. By: /s/ Zhilin Li Name: Zhilin Li Title: President and Chief Executive Officer

CHINA PHARMA HOLDINGS, INC. By: /s/ Zhilin Li Name: Zhilin Li Title: President and Chief Executive Officer

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