China SXT Pharmaceuticals (NASDAQ: SXTC) closes $9M registered offering

Rhea-AI Filing Summary

China SXT Pharmaceuticals, Inc. completed a registered direct offering of 4,500,000 Units, each consisting of one Class A ordinary share and one common warrant, at $2.00 per Unit, generating aggregate gross proceeds of $9,000,000 before fees and expenses.

Each Warrant is immediately exercisable at $3.20 per Class A ordinary share and expires one year after issuance, with cashless exercise and a "zero exercise price" option under which up to 63,000,000 Class A ordinary shares may be issued in total under the Warrants. Univest Securities, LLC acted as placement agent, earning a 7.0% cash fee on gross proceeds plus up to $50,000 of expenses, in an offering conducted under the company’s effective Form F-3 shelf registration.

Key Figures

Units Offered: 4,500,000 units Unit Purchase Price: $2.00 per Unit Gross Proceeds: $9,000,000 +5 more

8 metrics

Units Offered 4,500,000 units Number of Units sold in the registered direct offering

Unit Purchase Price $2.00 per Unit Price for each Unit consisting of one share and one Warrant

Gross Proceeds $9,000,000 Aggregate gross proceeds to the company from the offering before fees

Warrant Exercise Price $3.20 per share Initial exercise price per Class A ordinary share under each Warrant

Placement Agent Fee 7.0% of gross proceeds Cash fee payable to Univest Securities, LLC for acting as placement agent

Expense Reimbursement Cap $50,000 Maximum aggregate reimbursement for non-accountable and out-of-pocket expenses

Zero Exercise Pool 63,000,000 shares Maximum Class A ordinary shares issuable in total under zero exercise price option

Shelf Registration File No. 333-291428 Form F-3 registration statement under which the securities were offered

Key Terms

registered direct offering, cashless exercise, zero exercise price, placement agency agreement, +1 more

5 terms

registered direct offering regulatory

"entered into a securities purchase agreement ... in connection with 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.

cashless exercise financial

"The Warrants include provisions for cashless exercise if, at the time"

A cashless exercise is a way for an option holder to convert stock options into actual shares without paying the purchase price in cash; instead they immediately give up a portion of the newly issued shares to cover the cost and any withholding taxes. Investors care because this process increases the number of shares available and can slightly dilute existing holdings, while also signaling how insiders or employees are realizing compensation without needing cash — similar to paying for a purchase by handing over part of what you just bought.

zero exercise price financial

"exercise its Warrants in whole or in part by means of a "zero exercise price" option"

A zero exercise price is an option, warrant or award that lets the holder convert it into company shares without paying any cash, essentially a free voucher for stock. It matters to investors because it increases the number of shares outstanding and can reduce the value of existing shares, while also triggering specific accounting and tax consequences; think of it like handing out complimentary tickets that still change how crowded the room becomes.

placement agency agreement regulatory

"The Company entered into a placement agency agreement dated as of July 23, 2026"

shelf registration statement regulatory

"The registered direct offering is being made pursuant to a shelf registration statement on Form F-3"

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.

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FAQ

What did China SXT Pharmaceuticals (SXTC) raise in its July 2026 offering?

China SXT Pharmaceuticals raised $9,000,000 in gross proceeds through a registered direct sale of 4,500,000 Units at $2.00 per Unit. Each Unit includes one Class A ordinary share and one common warrant issued to participating investors.

How are the Units structured in China SXT Pharmaceuticals (SXTC)'s registered direct offering?

Each Unit consists of one Class A ordinary share and one common warrant, sold at a combined price of $2.00 per Unit. This structure immediately adds equity while giving investors short-dated warrants for potential additional share issuance.

What are the key warrant terms in China SXT Pharmaceuticals (SXTC)'s deal?

Each Warrant is immediately exercisable at $3.20 per Class A ordinary share and expires one year after issuance. Warrants allow cashless exercise and a "zero exercise price" feature, under which up to 63,000,000 Class A ordinary shares may be issued in aggregate.

What compensation will Univest Securities receive in the SXTC transaction?

Univest Securities, LLC, acting as placement agent, will receive a 7.0% cash fee on the $9,000,000 gross proceeds, plus reimbursement of a non-accountable expense allowance and out-of-pocket costs, including legal fees, up to an aggregate cap of $50,000.

Under which registration statement was the China SXT (SXTC) offering conducted?

The offering was conducted under China SXT’s shelf registration statement on Form F-3, File No. 333-291428. This registration statement was filed with the SEC and became effective on December 1, 2025, allowing the company to issue securities like these Units.

When did China SXT Pharmaceuticals (SXTC) close its registered direct offering?

The registered direct offering closed on July 24, 2026, following execution of the securities purchase agreement on July 23, 2026. Closing reflects satisfaction of customary conditions and completion of the sale of all 4,500,000 Units to the participating investors.

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 July 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 ☐

On July 23, 2026, China SXT Pharmaceuticals, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain investors in connection with a registered direct offering for the offer and sale of 4,500,000 units (each, a “Unit”), with each Unit consisting of one Class A ordinary share of the Company, no par value per share (each, a “Class A ordinary share”), and one common warrant (each, a “Warrant”), at a purchase price of $2.00 per Unit in a registered direct offering (such offering, the “Offering”). The aggregate gross proceeds to the Company from the Offering were $9,000,000, before deducting placement agent fees and other offering expenses and excluding any proceeds that may be received upon the exercise of the Warrants.

Each of the Warrants has an initial exercise price of $3.20 per Class A Ordinary Share and be exercisable beginning on the date of the issuance date and ending on the one-year anniversary of the issuance date. The Warrants include provisions for cashless exercise if, at the time of exercise, there is no effective registration statement for the issuance of the underlying Class A Ordinary Shares. Additionally, holders of Warrants may, at any time and in its sole discretion, exercise its Warrants in whole or in part by means of a “zero exercise price” option, under which up to 63,000,000 Class A Ordinary Shares may be issuable in aggregate under all Warrants subject to the terms and conditions therein.

The Company entered into a placement agency agreement (the “Placement Agency Agreement”) dated as of July 23, 2026, with Univest Securities, LLC (the “Placement Agent”). Pursuant to the Placement Agency Agreement, the Company engaged the Placement Agent to act as the Company’s placement agent in connection with the Offering on a reasonable best efforts basis. Pursuant to the Placement Agency Agreement, the Company agreed to pay the Placement Agent a cash fee equal to seven percent (7.0%) of the aggregate gross proceeds raised in the Offering, and a non-accountable expense reimbursement and out-of-pocket expenses, including legal counsel fees and disbursements, in an amount not to exceed an aggregate of $50,000.

The Offering closed on July 24, 2026.

The Securities were offered and issued pursuant to a prospectus supplement dated July 23, 2026 filed with the U.S. Securities and Exchange Commission pursuant to Rule 424(b)(5), supplementing the prospectus included in the Company’s Registration Statement on Form F-3 (Registration No. 333-291428), which was filed with the U.S. Securities and Exchange Commission on November 10, 2025 and became effective on December 1, 2025.

Appleby, British Virgin Islands counsel to the Company, has issued an opinion to the Company regarding the validity of the Securities. A copy of the opinion is furnished as Exhibit 5.1 to this Report of Foreign Private Issuer on Form 6-K.

The foregoing descriptions of the Purchase Agreement, the Placement Agency Agreement and the Warrants do not purport to be complete and are qualified in their entirety by copies of such documents filed as Exhibits 10.1, 10.2, and 4.1, respectively, to this Current Report on Form 6-K (“Form 6-K”) and are incorporated herein by reference.

The Company issued a press release announcing the Offering on July 23, 2026. A copy of the press release is filed herein as Exhibit 99.1 and is incorporated by reference.

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Exhibits

Exhibit No.		Description
4.1		Form of Warrant
5.1		Opinion of Appleby
10.1		Form of Securities Purchase Agreement
10.2		Placement Agency Agreement
99.1		Press Release dated July 23, 2026

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: July 24, 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

Exhibit 99.1

China SXT Pharmaceuticals Inc. Announces $9 Million Registered Direct Offering

TAIZHOU, China, July 23, 2026 (GLOBE NEWSWIRE) -- China SXT Pharmaceuticals Inc. (NASDAQ: SXTC) (the “Company”), today announced that it has entered into a definitive securities purchase agreement with certain institutional investors for the purchase and sale of an aggregate of 4,500,000 units (each, a “Unit”), consisting of one Class A ordinary share of the Company, no par value per share (each, a “Class A ordinary share”), and one common warrant (each, a “Warrant”), at a purchase price of $2.00 per Unit in a registered direct offering.

Each of the Warrants will have an exercise price of $3.20 per Class A Class A ordinary share, will be immediately exercisable upon issuance, and will expire on the one year anniversary of the issuance date. The aggregate gross proceeds to the Company of this offering are expected to be approximately $9 million, before deducting placement agent fees and other offering expenses payable by the Company. The transaction is expected to close on or about July 24, 2025, 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

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 PRESS RELEASE DATED JULY 23, 2026 8.4 KB

Agreements & Contracts

• EX-10.1 FORM OF SECURITIES PURCHASE AGREEMENT 493.1 KB
• EX-10.2 PLACEMENT AGENCY AGREEMENT 90.2 KB

Other Documents

• EX-4.1 FORM OF WARRANT 89.5 KB
• EX-5.1 OPINION OF APPLEBY 70.2 KB