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China Pharma Holdings, Inc. – ‘S-8’ on 10/24/22

On:  Monday, 10/24/22, at 4:18pm ET   ·   Effective:  10/24/22   ·   Accession #:  1213900-22-65840   ·   File #:  333-267989

Previous ‘S-8’:  ‘S-8’ on 12/21/20   ·   Latest ‘S-8’:  This Filing   ·   7 References:   To:  China Pharma Holdings, Inc. – ‘10-Q’ on 8/11/22 for 6/30/22 To:  China Pharma Holdings, Inc. – ‘10-Q’ on 5/12/22 for 3/31/22 To:  China Pharma Holdings, Inc. – ‘10-K’ on 3/30/22 for 12/31/21 To:  China Pharma Holdings, Inc. – ‘DEF 14A’ on 11/15/21 for 12/27/21 To:  China Pharma Holdings, Inc. – ‘DEF 14A’ on 11/6/19 for 12/19/19 To:  China Pharma Holdings, Inc. – ‘DEF 14A’ on 11/12/10 for 12/22/10 To:  China Pharma Holdings, Inc. – ‘8-A12B’ on 9/28/09 

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

10/24/22  China Pharma Holdings, Inc.       S-8        10/24/22    4:184K                                   EdgarAgents LLC/FA

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration Statement - Securities for an          HTML     80K 
                Employee Benefit Plan                                            
 2: EX-5.1      Opinion of Flangas Law Group (Regarding Validity    HTML     10K 
                of Common Stock Being Registered)                                
 3: EX-23.2     Consent of B F Borgers CPA Pc                       HTML      5K 
 4: EX-FILING FEES  Filing Fee Table                                HTML     44K 

As filed with the Securities and Exchange Commission on October 24, 2022

Registration No. 333-        

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CHINA PHARMA HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

China Pharma Holding Inc.

2010 Long Term Incentive Plan, as Amended

(Full title of the plans)

Unisearch, Inc.

10 Bodie Drive

Carson City, Nevada, 89706

 (800) 260-1131

(Name and address of agent for service)

(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

This Registration Statement is filed pursuant to General Instruction E to Form S-8 by China Pharma Holdings, Inc., a Nevada corporation (the “Company”), to register 5,000,000 shares of common stock of the Company in addition to those previously registered on the Company’s Registration Statement on Form S-8 (File No. 333-251545) filed with the Securities and Exchange Commission on December 21, 2020, for issuance pursuant to the Company’s 2010 Equity Incentive Plan, as amended. Pursuant to General Instruction E to Form S-8, the contents of such previously filed Registration Statement are incorporated herein by reference, except that the provisions contained in Part II of such earlier Registration Statement are modified as set forth in this Registration Statement.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.*

Item 2. Registrant Information and Employee Plan Annual Information.*

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed with the Commission are hereby incorporated by reference in this Registration Statement:

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act and, to the extent specifically designated therein, Current Report on Form 8-K filed by the Registrant to the Commission that are identified in such forms as being incorporated into this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be part hereof from the date of filing such documents.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

The only statute, charter provision, bylaw, contract, or other arrangement under which any controlling person, director or officer of the Company is insured or indemnified in any manner against any liability which he or she may incur in his or her capacity as such, is as follows:

(a)  Subsection 1 of Section 78.7502 of the Nevada Corporation Law empowers a corporation to “indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and that, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful.”

Subsection 2 of Section 78.7502 empowers a corporation to “indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation.  Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.”

Subsection 3 of Section 78.7502 further provides that “to the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections 1 and 2, or in defense of any claim, issue or matter herein, he must be indemnified by the corporation against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with the defense.”

(b) The Articles of Incorporation of the Company generally allows indemnification of officers and directors to the fullest extent allowed by law.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing, the Registrant has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

The following exhibits are filed as part of this Registration Statement:

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made of securities registered hereby, a post-effective amendment to this Registration Statement which shall include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby further undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Haikou, China on October 24, 2022.

Each of the undersigned members of the board of directors of the Registrant, hereby severally constitutes and appoints Zhilin Li as his or her true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

II-4

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-8’ Filing		Date		Other Filings
Filed on / Effective on:		10/24/22
		3/30/22		10-K
		12/31/21		10-K
		11/15/21		DEF 14A,  DEFA14A
		12/31/20		10-K
		12/21/20		S-8
		9/28/09		424B3,  8-A12B
				List all Filings

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7 Previous Filings that this Filing References

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/11/22 China Pharma Holdings, Inc. 10-Q 6/30/22 62:3.2M EdgarAgents LLC/FA 5/12/22 China Pharma Holdings, Inc. 10-Q 3/31/22 59:3.1M EdgarAgents LLC/FA 3/30/22 China Pharma Holdings, Inc. 10-K 12/31/21 72:4.6M EdgarAgents LLC/FA 11/15/21 China Pharma Holdings, Inc. DEF 14A 12/27/21 1:190K EdgarAgents LLC/FA 11/06/19 China Pharma Holdings, Inc. DEF 14A 12/19/19 1:210K EdgarAgents LLC/FA 11/12/10 China Pharma Holdings, Inc. DEF 14A 12/22/10 1:610K Secs Transfer Corp./FA 9/28/09 China Pharma Holdings, Inc. 8-A12B 1:18K Secs Transfer Corp./FA

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Filing Submission 0001213900-22-065840   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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