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): December 1, 2022
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)
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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On December 1, 2022, China Pharma Holdings, Inc. (the “Company”) received a notification (the “Deficiency Letter”) from the NYSE American LLC (the “NYSE American”) stating that the Company was not in compliance with a certain NYSE American continued listing standard relating to stockholders’ equity, or Section 1003(a)(ii) of the NYSE American Company Guide, which requires an issuer to have stockholders’ equity of $4.0 million or more if it has reported losses from continuing operations and/or net losses in its four most recent fiscal years. The Deficiency Letter noted that Company had stockholders’ equity of $2.8 million as of September 30, 2022, and has reported losses from continuing operations and/or net losses in its four most recent fiscal years ended December 31, 2021.
The Company remains subject to several deficiencies and/or incompliance as disclosed in the current report on Form 8-K dated June 22, 2022 (Initial Equity Notification) and the current report on Form 8-K dated September 30, 2022 (Price Noncompliance Notification) for the price noncompliance. In addition, the Company remains subject to the Plan Acceptance dated August 29, 2022 in which NYSE American accepted the Company’s plan (the “Plan”) for curing the stockholders’ equity noncompliance under Section 1003(a)(iii). Therefore, if the Company is not in compliance with all stockholders’ equity standards by December 15, 2023 or does not make progress consistent with the Equity Plan during the Plan period, the exchange will initiate delisting proceedings as appropriate. Furthermore, if the Company is not in compliance with the price standard by March 26, 2023, the exchange will initiate delisting proceedings as appropriate.
The Company’s common stock, par value $0.001 per share (“Common Stock”) will continue to be listed on the NYSE American while it attempts to regain compliance with the listing standards noted, subject to the Company’s compliance with other continued listing requirements. The Common Stock will continue to trade under the symbol “CPHI”. However, the Company will continue to be included in the list of NYSE American noncompliant issuers and the .BC indicator will continue to be disseminated with the Company’s ticker symbol(s). The website posting and .BC indicator will be removed when the Company has regained compliance with all applicable continued listing standards. The NYSE American notification does not affect the Company’s business operations or its SEC reporting requirements and does not conflict with or cause an event of default under any of the Company’s material agreements.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following are filed as exhibits to this report:
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.
Dated: December 2, 2022
| | CHINA PHARMA HOLDINGS, INC. |
| | |
| | By: | /s/ Zhilin Li |
| | | Name: | Zhilin Li |
| | | Title: | President and Chief Executive Officer |
2
