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: February 6, 2007
China Pharma Holdings, Inc
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(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
000-29532 73-1564807
(Commission File Number) (IRS Employer Identification Number)
2nd Floor, No. 17, Jinpan Road
Haikou, Hainan Province, China
(Address of Principal Executive Offices)
86-898-66811730
(Registrant's telephone number, including area code)
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 (See General Instruction A.2. below):
[_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement c ommunications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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This Form 8-K and other reports filed by China Pharma Holdings Inc. (the
"Company") from time to time with the Securities and Exchange Commission
(collectively the "Filings") contain forward looking statements and information
that are based upon beliefs of, and information currently available to, the
Company's management as well as estimates and assumptions made by the Company's
management. When used in the Filings the words "anticipate", "believe",
"estimate", "expect", "future", "intend", "plan" or the negative of these terms
and similar expressions as they relate to the Company's or the Company's
management identify forward looking statements. Such statements reflect the
current view of the Company with respect to future events and are subject to
risks, uncertainties, assumptions and other factors relating to the Company's
industry, operations and results of operations and any businesses that may be
acquired by the Company. Should one or more of these risks or uncertainties
materialize, or should the underlying assumptions prove incorrect, actual
results may differ significantly from those anticipated, believed, estimated,
expected, intended or planned.
Item 1.01 Entry into a Material Definitive Agreement
On February 1, 2007, China Pharma Holdings Inc., a Delaware corporation
completed an offering pursuant to a Subscription and Registration Rights
Agreement (the "Agreement") with 17 subscribers (the "Subscribers") in
connection with a private placement of 2,505,882 shares of the Company's common
stock at $1.7 per share (the "Shares"). Pursuant to the Agreement, the
Subscribers also received three-year warrants to purchase an aggregate of
1,252,941 shares of Company's common stock at $2.38 per share (the "Warrants").
Pursuant to the transaction on February 1, 2007, we received the subscription
proceeds in the aggregate amount of $4,259,899.90. The net proceeds, after
deduction of related expenses, amounted to $3,814,642.34.
Under the Agreement, we shall prepare and file a registration statement on Form
SB2 or such other document with the Securities Exchange Commission (the "SEC")
to permit the registered resale of the Shares and the shares of the Company's
common stock issuable upon the exercise of the Warrants pursuant to the
Agreement. A copy of the Agreement is attached hereto as Exhibit 10.1. A copy of
Form of Warrant attached hereto as Exhibit 10.2.
The foregoing description does not purport to be complete and is qualified in
its entirety by reference to the Subscription and Registration Rights Agreement
attached hereto as and the Form of Warrant.
Item 3.02 Unregistered Sales of Equity Securities
The information set forth above in "Item 1.01- Entry into Material Definitive
Agreement" is incorporated herein by this reference.
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The Subscriber's Shares described in Item 1.01 were made in reliance upon the
exemption from registration under the Securities Act 1933 (the "Act") provided
by Section 4(2) thereof and Rule 506 thereunder and exemptions from registration
under applicable state securities laws. Each of the Subscribers is an accredited
investor as defined in Rule 501 of Regulation D promulgated under the Act.
Item 7.01 Regulation FD Disclosure
The Company intends to issue a press release regarding the closing of the sale
of the Shares described in Item 1.01 herein substantially in the form of a press
release filed as Exhibit 99.1 to this Form 8-K.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits:
The following exhibits are furnished in accordance with Item 601 of Regulation
S-B:
EXHIBIT NO. DESCRIPTION
10.1 Subscription and Registration Rights Agreement by and between
China Pharma Holdings, Inc. and the Subscribers.
10.2 Form of Warrant by and between China Pharma Holdings, Inc. and
the Subscribers.
99.1 Press release dated February 6, 2007.
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Signature
Pursuant to the requirements of the Securities and Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereto duly authorized.
China Pharma Holdings, Inc.
Date: February 6, 2007
/s/ Zhilin Li
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Zhilin Li
President and CEO
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