China SXT terminates proposed $3M private placement

The proposed placement included 3,000,000 warrants, each exercisable for one Class A ordinary share at $1.00, but none were issued.

Rhea-AI Filing Summary

China SXT Pharmaceuticals, Inc. terminated a proposed private placement on October 8, 2026, before closing. An agreement entered October 7 proposed 3,000,000 Class A ordinary shares and warrants to purchase 3,000,000 Class A ordinary shares, with each warrant exercisable for one share at $1.00; gross proceeds would have been $3 million.

The company and the purchasers agreed to terminate the offering. No shares or warrants were issued, and all obligations under the Securities Purchase Agreement and the warrants were terminated.

Key Figures

Proposed Class A ordinary shares: 3,000,000 shares Proposed warrants: 3,000,000 warrants Warrant exercise price: $1.00 per share +1 more

4 metrics

Proposed Class A ordinary shares 3,000,000 shares Proposed in the private placement, which was terminated before closing

Proposed warrants 3,000,000 warrants Each warrant was exercisable for one Class A ordinary share; none were issued

Warrant exercise price $1.00 per share Exercise price under the proposed warrants

Proposed gross proceeds $3 million Gross proceeds that would have resulted from the offering

Key Terms

private placement, Regulation S, Warrants, exercise price

4 terms

private placement technical

"for a private placement"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

Regulation S regulatory

"issued in reliance on Regulation S"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

Warrants technical

"warrants to purchase 3,000,000 Class A Ordinary Shares"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

exercise price financial

"at an exercise price of $1.00 per share"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What were the terms of SXTC's proposed private placement?

It proposed 3,000,000 Class A ordinary shares and warrants to purchase 3,000,000 Class A ordinary shares; each warrant was exercisable for one share at $1.00, and gross proceeds would have been $3 million.

Did SXTC complete the private placement?

No. China SXT and the purchasers agreed to terminate the offering on October 8, 2026, before closing; no shares or warrants were issued, and all obligations under the Securities Purchase Agreement and the warrants were terminated.

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

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Available on EDGAR 10/08/2026 - 07:33 AM Accepted by SEC EDGAR 10/08/2026 - 07:33 AM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934

For the month of October 2026

Commission File Number: 001-38773

CHINA SXT PHARMACEUTICALS, INC.

(Translation of registrant’s name into English)

178 Taidong Rd North, Taizhou

Jiangsu, China 

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒     Form 40-F ☐

Entry into Material Definitive Agreement

On October 7, 2026, China SXT Pharmaceuticals, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with several “non-U.S. persons” (as defined in Regulation S under the Securities Act of 1933, as amended) (the “Purchasers”) for a private placement (the “Offering”) of (i) 3,000,000 Class A ordinary shares, no par value (the “Class A Ordinary Shares”) (such shares, the “Shares”), and (ii) warrants to purchase 3,000,000 Class A Ordinary Shares (the “Warrants,” and the Class A Ordinary Shares underlying the Warrants, the “Warrant Shares”), with each Warrant exercisable to purchase one (1) Class A Ordinary Share at an exercise price of $1.00 per share. The gross proceeds from the Offering would have been $3 million.

The Shares, Warrants, and Warrant Shares would have been issued in reliance on Regulation S promulgated under the Securities Act of 1933, as amended, and the Purchasers represented that they were not residents of the United States or “U.S. persons” as defined in Rule 902(k) of Regulation S and were not acquiring the Shares, Warrants, or Warrant Shares for the account or benefit of any U.S. person.

Termination of a Material Definitive Agreement

On October 8, 2026, the Company and the Purchasers agreed to terminate the Offering prior to closing. The Company entered into a termination agreement with the Purchasers (the “Termination Agreement”), pursuant to which the Securities Purchase Agreement was terminated, no Shares or Warrants were issued, and all obligations under the Securities Purchase Agreement and the Warrants were terminated.

The foregoing descriptions of the Warrants, the Securities Purchase Agreement, and the Termination Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Warrants, the Securities Purchase Agreement, and the Termination Agreement, forms of which are attached hereto as Exhibits 4.1, 10.1, and 10.2, respectively, and are incorporated herein by reference.

Exhibits

Exhibit No.		Description
4.1		Form of Warrant
10.1		Form of Securities Purchase Agreement
10.2		Form of Termination Agreement

1

SIGNATURE

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, thereunto duly authorized.

Dated: October 8, 2026

	China SXT Pharmaceuticals, Inc.
	By:	/s/ Feng Zhou
	Name:	Feng Zhou
	Title:	Co-Chief Executive Officer

	By:	/s/ Simon Lim Sze Beng
	Name:	Simon Lim Sze Beng
	Title:	Co-Chief Executive Officer

2

Filing Exhibits & Attachments

3 documents

Agreements & Contracts

• EX-10.1 FORM OF SECURITIES PURCHASE AGREEMENT 193.0 KB
• EX-10.2 FORM OF TERMINATION AGREEMENT 9.2 KB

Other Documents

• EX-4.1 FORM OF WARRANT 74.5 KB