Item 1.01 Entry into a Material Definitive Agreement.
On November 28, 2022, Hainan Helpson Medical & Biotechnology Co., Ltd
("Helpson"), a wholly owned subsidiary of China Pharma Holdings, Inc. (the
"Company"), entered into a Technology Transfer Contract (the "Agreement") with
Chengdu Bonier Medical Technology Development Co., Ltd ("Bonier"). Bonier owns
the know-how of a technical invention and creation of an ophthalmic oxygen
enriched atomization therapeutic instrument, which has obtained a utility model
patent (the "Utility Model Patent") and applied for an invention patent (the
"Invention Patent") at the same time. Pursuant to the Agreement, Bonier will
transfer the ownership of the Utility Model Patent of the technical invention
and the Invention Patent application right of the invention to Helpson. Bonier
or its designated third party shall provide relevant technical services in
Haikou, which include but are not limited to product research and development,
writing of registration materials, registration application and other technical
services, with a term of ten years.
The transfer price of the Agreement is RMB 15 million, approximately $2.1
million, which will be paid in the form of common stock of the Company at
$0.1349 per share within 10 days from the date of signing the contract. The
service fee amounts to 15% of the net profit of the corresponding product sales
revenue, which will be paid in cash annually by Helpson after it launches to the
market, contingent on the successful authorization of the abovementioned
Invention Patent.
The foregoing descriptions of the Agreement are summaries of the material terms
of such documents, do not purport to be complete and are qualified in their
entirety by reference to the Agreement, which is attached hereto as Exhibits
10.1.
Item 3.02 Unregistered Sales of Equity Securities.
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's securities mentioned above, if and when issued, will not be
registered under 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 of 1933, as amended (the "Securities Act") afforded by
Regulation S promulgated thereunder. We relied upon the exemption from
registration under the U.S. Securities Act provided by Rule 903 of Regulation
S promulgated under the Securities Act 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following are filed as exhibits to this report:
Exhibit No. Description
10.1 Technology Transfer Contract, dated November 28, 2022, between Hainan
Helpson Medical & Biotechnology Co., Ltd and Chengdu Bonier Medical
Technology Development Co., Ltd.
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