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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
May 28, 2008
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 communications 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 May 27, 2008, China Pharma Holdings Inc., a Delaware corporation, entered
into a Securities Purchase Agreement (the "Agreement") with 17 investors (the
"Investors") in connection with a private placement of 5,000,000 shares of the
Company's common stock at $2.00 per share (the "Shares"). Pursuant to the
Agreement and the Form of Warrant of the Company, the Investors shall also
receive three-year warrants (the "Warrants") to purchase an aggregate of
1,250,000 shares of the Company's common stock (the "Warrant Shares") at $2.80
per share. Pursuant to the Agreement, the Company shall receive the net
subscription proceeds in the amount of $10,000,000. Roth Capital Partners, LLC
("Roth") has acted as the private placement agent in the Company's offering of
Shares and Warrants (the "Offering").
Under the Registration Rights Agreement entered into between the Company and the
Investors on the same date, we shall prepare and file a registration statement
on Form S-1 or such other document with the Securities Exchange Commission (the
"SEC") within 45 days following the closing date 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 the Form of Warrant is attached
hereto as Exhibit 10.2. A copy of the Registration Rights Agreement is attached
hereto as Exhibit 10.3.
Under an Engagement Letter issued by Roth and confirmed and accepted by the
Company on January 19, 2008, the Company will, upon the closing of the Offering,
issue to Roth warrants (the "Agent Warrants") for the purchase of securities
equal to six percent (6%) of the securities issued in the Offering. The Agent
Warrants will be exercisable into the same class of common stock as issued as
part of the Offering, and have a term of three years. The exercise price per
share of the Agent Warrants will be the higher of (i) $2.80 and (ii) 130% of the
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closing price of the Company's common stock on the closing date of the Offering.
A copy of the Engagement Letter is attached hereto as Exhibit 10.4.
The foregoing description does not purport to be complete and is qualified in
its entirety by reference to the Securities Purchase Agreement, the Registration
Rights Agreement, the Form of Warrant and the Engagement Letter attached hereto.
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.
The Investors' 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 Investors 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
offering of the Shares and Warrants 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 Securities Purchase Agreement by and between China Pharma
Holdings, Inc. and the Investors.
10.2 Form of Warrant of China Pharma Holdings, Inc.
10.3 Registration Rights Agreement by and between China Pharma
Holdings, Inc. and the Investors
10.4 Engagement Letter issued by Roth Capital Partners, LLC
99.1 Press release dated May 28, 2008.
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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: May 28, 2008
/s/ Zhilin Li
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Zhilin Li
President and CEO
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