aibioChina Pharma to issue 12,600,000 shares for $6.93 million patent transfer
Tickers CPHI
China Pharma's subsidiary Helpson agreed on February 26, 2026 to buy a sublingual tablet patent for $6.93 million, paid in 12,600,000 unregistered shares at $0.55 each. The company has a going-concern warning in its latest annual report.
Key facts
- Company
- China Pharma Holdings, Inc. (AMEX: CPHI)
- News type
- Financings
- Primary source
- CHINA PHARMA HOLDINGS, INC. Form 8-K filed March 3, 2026 (SEC EDGAR)
China Pharma Holdings, Inc. (NYSE American: CPHI) said its wholly owned subsidiary, Hainan Helpson Medical & Biotechnology Co., Ltd, agreed on February 26, 2026 to buy an invention patent for a sublingual tablet. The company reported the deal in a Form 8-K filed March 3, 2026 under Items 1.01 and 3.02. The company pays for the patent with its own common stock.
The patent and the price
The seller is Xiaoyan Zhang, who owns patent No. 2018102273158 for Prinsepia Utilis Esterol Sublingual Tablets and a method for preparing them. The patent was granted on March 19, 2018. Under the technology transfer agreement, Zhang will transfer ownership of the patent to Helpson. Zhang or a designated third party will also provide technical services, including product research and development, writing registration materials and handling the registration application.
The transfer price is $6.93 million, to be paid in common stock at $0.55 a share. The 8-K says the company is to issue 12,600,000 restricted shares. The shares are not registered under the Securities Act, and they are offered in reliance on Regulation S because the buyer is a non-U.S. person and the deal was negotiated and completed outside the United States.
The 8-K names no placement agent, financial advisor or counsel for the transaction. The only other party named in the exhibit is the seller.
A pattern of shares for patents
The 2024 annual report on Form 10-K says this is not the first such deal. The company entered into several technology transfer agreements to obtain invention patents through the issuance of common stock on December 15, 2023, February 2, 2024 and November 22, 2024. Each was recorded as an intangible asset at the closing market price of the company's stock on the closing date.
Intangible assets were $11.7 million at December 31, 2024, up from $8.1 million a year earlier. The auditor named the valuation of those intangible assets as a critical audit matter, because of the judgment management applies when assessing impairment.
Going concern and reverse splits
The auditor's report includes a going-concern paragraph under the heading "Material Uncertainty Related to Going Concern." It cites a working capital deficit of $1.7 million, an accumulated deficit of $44.0 million, a net loss of $4.7 million and negative operating cash flows of $0.5 million for 2024.
Cash and cash equivalents were $626,879 at December 31, 2024, down from $1,423,838 a year earlier. The company's risk factors also list substantial doubt about its ability to continue as a going concern.
The 10-K says the share count reflects two reverse stock splits, in 2023 and 2024. One of them was a 1-for-5 split effective March 6, 2024.
What the deal means for holders
The patent deal would add 12,600,000 new shares to a company whose auditor has raised going-concern doubt. The 10-K for 2024 reported 14,816,865 shares outstanding on March 24, 2025, after the two reverse splits. The 8-K does not say how many shares are outstanding now, and it does not give any expected revenue from the patent.
What comes next
The 8-K describes the shares as restricted and says they will not be registered under the Securities Act. The 8-K does not say when the transfer will close or whether the shares will later be registered for resale.