China Pharma Holdings (CPHI) notifies SEC of late 2025 10-K filing, cites timing

Rhea-AI Filing Summary

China Pharma Holdings, Inc. submitted a Form 12b-25 notifying the SEC that its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 could not be filed on time and that the company intends to file the report no later than fifteen calendar days following the prescribed due date of March 31, 2026. Management provided preliminary estimates: revenue $4.1 million, cost of revenue ~$4.3 million, gross loss ~$0.1 million (gross loss margin ~3.2%), and net loss ~$3.19 million for 2025, and said fuller financial statements will appear in the Annual Report.

Key Figures

Form 10-K filing cure window: 15 calendar days Revenue: $4.1 million Revenue (prior year): $4.5 million +5 more

8 metrics

Form 10-K filing cure window 15 calendar days after the prescribed due date of March 31, 2026

Revenue $4.1 million year ended December 31, 2025

Revenue (prior year) $4.5 million year ended December 31, 2024

Cost of revenue $4.3 million year ended December 31, 2025 (approx.)

Cost of revenue (prior year) $6.5 million year ended December 31, 2024 (approx.)

Gross loss $0.1 million year ended December 31, 2025 (approx.)

Gross loss margin 3.2% year ended December 31, 2025 (approx.)

Net loss $3.19 million year ended December 31, 2025 (approx.)

Key Terms

Form 12b-25, prescribed due date, gross loss margin, Annual Report on Form 10-K

4 terms

Form 12b-25 regulatory

"submitted a <b>Form 12b-25</b> notifying the SEC"

Form 12b-25 is a notice a publicly traded company files with the U.S. Securities and Exchange Commission when it cannot deliver a required periodic report (like a quarterly or annual financial report) on time. It explains the reason for the delay and gives the company a short, temporary window to finish the report without being marked as delinquent; investors watch it because late filings can signal accounting, operational, or control issues that may affect a company’s reliability and stock risk, much like a missed homework deadline can raise concerns about a student’s preparedness.

prescribed due date regulatory

"file no later than fifteen calendar days following March 31, 2026"

gross loss margin financial

"gross loss margin decreased to approximately 3.2%"

Annual Report on Form 10-K regulatory

"information required to be presented in the annual report on Form 10-K"

An annual report on Form 10‑K is a required, comprehensive filing that publicly traded companies give to regulators and investors summarizing their business, results of operations, detailed financial statements reviewed by independent auditors, material risks, legal issues and management’s discussion of performance. Investors use it like a company’s year‑end report card and medical checkup: it reveals how the business made money, where it is vulnerable, and the facts needed to compare value, judge risk and make informed investment decisions.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check One):   ☒ Form 10-K     ☐ Form 20-F     ☐ Form 11-K     ☐ Form 10-Q     ☐ Form 10-D ☐ Form N-CEN    ☐ Form N-CSR

For Period Ended: December 31, 2025

☐ Transition Report on Form 10-K

☐ Transition Report on Form 20-F

☐ Transition Report on Form 11-K

☐ Transition Report on Form 10-Q

For the Transition Period Ended: _____________________________________

Read Instructions (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I – REGISTRANT INFORMATION

China Pharma Holdings, Inc.

Full Name of Registrant:

N/A

Former Name if Applicable:

Second Floor, No. 17, Jinpan Road

Address of Principal Executive Office (Street and number):

Haikou, Hainan Province, China 570216

City, State and Zip Code

PART II – RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed (Check box if appropriate)

	(a)		The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒	(b)		The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)		The accountant’s statement or other exhibit required by Rule 12(b)-25(c) has been attached if applicable.

PART III – NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

The compilation, dissemination and review of the information required to be presented in the annual report on Form 10-K for the fiscal year ended December 31, 2025 (the “Annual Report”) imposed time constraints that have rendered timely filing of the Annual Report impracticable without undue hardship and expense to the registrant. In accordance with Rule 12b-25 of the Securities Exchange Act of 1934, as amended, the registrant endeavors to file its Annual Report no later than fifteen calendar days following March 31, 2026, the prescribed due date. 

PART IV – OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification:

Zhilin Li		+86-898		6681-1730
(Name)		(Area Code)		(Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).

☒ Yes  ☐ No

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

☒ Yes  ☐ No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. 

The Registrant expects there will be significant changes to its cost of revenue, gross loss, and net loss for the fiscal year ended December 31, 2025, as compared to the information provided in its Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Management’s current reasonable estimates of other operating results of operation are as follows, which are subject to change upon the completion of the financial statements: (i) Revenue was $4.1 million for the year ended December 31, 2025, which represented a decrease of $0.4 million, as compared to $4.5 million for the year ended December 31, 2024; (ii) cost of reveue decreased to approximately $4.3 million for the year ended December 31, 2025 from approximately $6.5 million for the year ended December 31, 2024; (iii) gross loss decreased to approximately $0.1 million for the year ended December 31, 2025 from approximately $2.0 million for the year ended December 31, 2024, with gross loss margin decreased to approxiatmey 3.2% for the year ended December 31, 2025 from approximately 43.8% for the year ended December 31, 2024; and (iv) net loss decreased to approximately $3.19 mllion for the year ended December 31, 2025 from approximately $4.74 million for the year ended December 31, 2024. Additional narrative and quantitative disclosure regarding the registrant’s results of operations for the year ended December 31, 2025 will be disclosed in the registrant’s Annual Report.

2

China Pharma Holdings, Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 1, 2026	By:	/s/ Zhilin Li
		Name: Zhilin Li
		Title: Chief Executive Officer (Principal Executive Officer)

ATTENTION

Intentional misstatements or omissions of fact constitute Federal criminal violations. (See 18 U.S.C. 1001).

3

FAQ

What did China Pharma Holdings (CPHI) file with the SEC?

China Pharma filed a Form 12b-25 notifying the SEC of a late Form 10-K for the year ended December 31, 2025. The company stated it intends to file the Annual Report within fifteen calendar days following the prescribed due date of March 31, 2026.

When does China Pharma expect to file its 2025 Form 10-K?

The company stated it will file the Annual Report on Form 10-K no later than fifteen calendar days after the prescribed due date of March 31, 2026. That places the intended filing deadline within the April 2026 fifteen-day cure window.

What preliminary 2025 results did management disclose in the notice?

Management estimated 2025 revenue $4.1 million, cost of revenue ~$4.3 million, gross loss ~$0.1 million with margin ~3.2%, and a net loss ~$3.19 million, each compared to figures reported for the year ended December 31, 2024.

Why did China Pharma say it could not file the Form 10-K on time?

The company cited time constraints in compiling, disseminating, and reviewing the information required for the Annual Report, stating that eliminating those constraints would impose unreasonable effort and expense and that timely filing was impracticable.

Who can investors contact about the late filing for CPHI?

The notice lists Zhilin Li as the contact with telephone number +86-898-6681-1730. Mr. Li is identified as the Chief Executive Officer and signatory to the Form 12b-25 notification.