China SXT Pharmaceuticals Inc. Announces $10 Million Registered Direct Offering

China SXT Pharmaceuticals (NASDAQ: SXTC) announced a registered direct offering of 66,666,666 Class A ordinary shares (or pre-funded warrants) at $0.15 per share, with aggregate gross proceeds expected to be approximately $10 million.

Rhea-AI Summary

China SXT Pharmaceuticals (NASDAQ: SXTC) announced a registered direct offering of 66,666,666 Class A ordinary shares (or pre-funded warrants) at $0.15 per share, with aggregate gross proceeds expected to be approximately $10 million. The purchase price for pre-funded warrants equals the share price less a $0.001 exercise price. The offering is with a single investor and is expected to close on or about January 12, 2026, subject to customary closing conditions. Univest Securities is sole placement agent. The offering is being made under an effective Form F-3 shelf (File No. 333-291428); a final prospectus supplement will be filed with the SEC.

Positive

• Registered offering expected to raise approximately $10 million
• Definitive agreement in place with a single investor
• Offering conducted under effective Form F-3 shelf registration

Negative

• Issuance of 66,666,666 shares could materially dilute existing shareholders
• Low offering price of $0.15 per share may pressure market valuation
• Single-investor transaction concentrates subscription risk until closing

Argus Jan 9 session

-87.92% close to close Open Argus

Details

News Market Reaction – SXTC

In the Jan 9 session, SXTC declined 87.92%, reflecting a significant negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock dropped -87.9% in the session following this news. A negative reaction despite the additio...

Analysis

The stock dropped -87.9% in the session following this news. A negative reaction despite the additional $10 million of capital fits a pattern where equity raises under a large $600,000,000 shelf highlight dilution risk. The stock had already traded 84.06% below its 52-week high and below the $1.69 200-day MA, so fresh supply from 66,666,666 new shares and pre-funded warrants could have amplified pressure. Sustainability of such declines would hinge on future capital use and operational progress rather than financing alone.

Key Figures

Shares offered: 66,666,666 shares Offering price: $0.15 per share Gross proceeds: $10,000,000 +3 more

Shares offered

66,666,666 shares

Class A ordinary shares (or pre-funded warrants) in registered direct offering

Offering price

$0.15 per share

Purchase price for each Share in the registered direct offering

Gross proceeds

$10,000,000

Expected aggregate gross proceeds from the offering

Warrant exercise price

$0.001 per share

Exercise price for each pre-funded warrant

Shelf capacity

$600,000,000

Maximum aggregate offering price under Form F-3 shelf filed Nov 10, 2025

Non-affiliate holdings

116,027,226 shares

Non-affiliate holdings as of Nov 10, 2025 per F-3 filing

Historical Context

1 past event · Latest: Jan 08

1 event

1. Jan 08

   Strategic initiative

   24h Move

   -37.5%

   Announced AI-driven analytics and AI-supported TCM clinic initiative.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

registered direct offering, pre-funded warrants, shelf registration statement, form f-3, +1 more

5 terms

registered direct offering financial

"at a purchase price of $0.15 per share in a registered direct offering."

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

pre-funded warrants financial

"no par value per share (the “Shares”) (or pre-funded warrants in lieu thereof)"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

shelf registration statement regulatory

"pursuant to a shelf registration statement on Form F-3 (File No. 333-291428)"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

form f-3 regulatory

"shelf registration statement on Form F-3 (File No. 333-291428) previously filed"

Form F-3 is a U.S. securities filing that lets eligible foreign companies pre-register and then quickly sell shares or other securities to raise money, because they already meet ongoing reporting and size tests. For investors it signals that the company is up-to-date with regulatory disclosure and has an efficient way to issue new securities — similar to a pre-approved credit line — which can mean faster capital raises but also potential dilution of existing holdings.

prospectus supplement regulatory

"A final prospectus supplement and accompanying prospectus describing the terms"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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TAIZHOU, China, Jan. 09, 2026 (GLOBE NEWSWIRE) -- China SXT Pharmaceuticals Inc. (NASDAQ: SXTC) (the “Company”), today announced that it has entered into a definitive agreement with a single investor for the purchase and sale of an aggregate of 66,666,666 Class A ordinary shares of the company, no par value per share (the “Shares”)  (or pre-funded warrants in lieu thereof), at a purchase price of $0.15 per share in a registered direct offering. The purchase price for each pre-funded warrant is identical to the purchase price for each Share, less the exercise price of $0.001 per share.

The aggregate gross proceeds to the Company of this offering are expected to be approximately $10 million. The transaction is expected to close on or about January 12, 2026, subject to the satisfaction of customary closing conditions.

Univest Securities, LLC is acting as the sole placement agent.

The registered direct offering is being made pursuant to a shelf registration statement on Form F-3 (File No. 333-291428) previously filed by the Company with the U.S. Securities and Exchange Commission (“SEC”) and became effective on December 1, 2025. A final prospectus supplement and accompanying prospectus describing the terms of the proposed offering will be filed with the SEC and will be available on the SEC's website located at http://www.sec.gov. Electronic copies of the final prospectus supplement and the accompanying prospectus may be obtained, when available, by contacting Univest Securities, LLC at info@univest.us, or by calling +1 (212) 343-8888.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sales of such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. Copies of the prospectus supplement relating to the registered direct offering, together with the accompanying base prospectus will be filed by the Company and, upon filing, can be obtained at the SEC's website at www.sec.gov.

About China SXT Pharmaceuticals Inc.

Founded in 2005 and headquartered in Taizhou City, Jiangsu Province, China, China SXT Pharmaceuticals, Inc. is an innovative pharmaceutical company focusing on the research, development, manufacture, marketing and sales of traditional Chinese medicine pieces, which is a type of Traditional Chinese Medicine that has been processed to be ready for use. For more information, please visit www.sxtchina.com.

Forward-Looking Statements

Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and in its other filings with the U.S. Securities and Exchange Commission.

China SXT Pharmaceuticals Inc.

Feng Zhou, Chief Executive Officer

Email: fzhou@sxtchina.com

FAQ

What is China SXT Pharmaceuticals (SXTC) offering in the registered direct offering?

The company is offering 66,666,666 Class A ordinary shares or pre-funded warrants at $0.15 per share (pre-funded warrants exercisable at $0.001).

How much will SXTC raise and when is the offering expected to close?

The aggregate gross proceeds are expected to be approximately $10 million, with closing on or about January 12, 2026, subject to customary conditions.

Who is acting as placement agent for the SXTC offering?

Univest Securities, LLC is acting as the sole placement agent for the registered direct offering.

Is the use of proceeds from the SXTC offering disclosed?

The press release does not disclose specific use of proceeds; investors should review the final prospectus supplement when filed.

Where can investors find the SXTC prospectus supplement for the offering?

The final prospectus supplement and accompanying prospectus will be filed with the SEC and available at www.sec.gov and from Univest Securities when available.