China SXT (SXTC) raises about $760K in 2M-share stock offering

Rhea-AI Filing Summary

China SXT Pharmaceuticals, Inc. entered into a securities purchase agreement with investors to sell 2,000,000 Class A Ordinary Shares, raising approximately $760,000 in gross proceeds. The shares are being issued under an effective Form F-3 shelf registration and a related prospectus supplement.

The offering is expected to close on April 9, 2026, subject to customary closing conditions. The company plans to use the net proceeds for general corporate purposes, which typically includes funding operations or other routine business needs.

Insights

Equity Capital Markets Analyst

China SXT executes a small primary equity raise under its shelf.

China SXT Pharmaceuticals is issuing 2,000,000 Class A Ordinary Shares for expected gross proceeds of about $760,000. The deal is structured through a securities purchase agreement with investors and uses the company’s effective Form F-3 shelf registration and prospectus supplement.

This is a modest primary capital raise that should provide incremental liquidity for general corporate purposes, without any specified project or acquisition. The transaction is expected to close on April 9, 2026, subject to customary closing conditions, making it a routine funding step rather than a transformative event.

Key Figures

Shares Offered: 2,000,000 shares Gross Proceeds: $760,000 Agreement Date: April 7, 2026 +2 more

5 metrics

Shares Offered 2,000,000 shares Class A Ordinary Shares in the offering

Gross Proceeds $760,000 Aggregate gross proceeds expected from the offering

Agreement Date April 7, 2026 Date of securities purchase agreement

Expected Closing Date April 9, 2026 Planned closing of the offering

Registration Statement Form F-3 File No. 333-291428 Shelf registration used for the offering

Key Terms

securities purchase agreement, registration statement on Form F-3, prospectus supplement, general corporate purposes

4 terms

securities purchase agreement financial

"entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain investors"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

registration statement on Form F-3 regulatory

"issued pursuant to (i) the registration statement on Form F-3 (File No. 333-291428)"

A registration statement on Form F-3 is a streamlined filing used by eligible foreign companies to register securities for sale in the U.S., often as a “shelf” that lets them offer shares quickly when market conditions are right. For investors it matters because it signals that the company can raise capital on short notice—potentially increasing liquidity but also the risk of share dilution if new stock is issued—similar to a company keeping a pre-approved credit line ready to use.

prospectus supplement regulatory

"and (ii) the prospectus supplement filed with the SEC on April 9, 2026"

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.

general corporate purposes financial

"The Company intends to use the net proceeds from the Offering for general corporate purposes."

"General corporate purposes" refer to the broad range of activities and expenses a company can use its funds for to support its overall operations and growth. This can include things like paying bills, investing in new projects, or strengthening its financial position. For investors, understanding this term helps clarify how a company plans to use its resources to sustain and expand its business over time.

Offering Details

shelf takedown

Offering

Offering Type shelf takedown

Use of Proceeds general corporate purposes

Form 6-K: How Foreign Companies Report to the SEC →

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 April 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 April 7, 2026, China SXT Pharmaceuticals, Inc. (the “Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain investors, pursuant to which the Company agreed to sell and issue 2,000,000 Class A Ordinary Shares (the “Ordinary Shares”), with no par value, of the Company (the “Offering”).

The Ordinary Shares to be issued in the Offering were issued pursuant to (i) the registration statement on Form F-3 (File No. 333-291428) filed with the U.S. Securities and Exchange Commission (“SEC”) on November 10, 2025, which became effective on December 1, 2025, and (ii) the prospectus supplement filed with the SEC on April 9, 2026.

Aggregate gross proceeds to the Company in respect of the Offering are expected to be approximately $760,000, before deducting other offering expenses payable by the Company. The offering is expected to close on April 9, 2026, subject to the satisfaction of customary closing conditions. The Company intends to use the net proceeds from the Offering for general corporate purposes.

The foregoing descriptions of the Securities Purchase Agreement are not complete, and are qualified in their entireties by reference to the full text of such document, a copy of which is filed herewith as Exhibit 10.1 to this Report on Form 6-K.

A copy of the opinion of Appleby relating to the validity of the securities to be issued in accordance with the Securities Purchase Agreement is filed herewith as Exhibit 5.1.

This Report on Form 6-K shall not constitute an offer to sell or the solicitation to buy nor shall there be any sale of the shares or warrants in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

1

Exhibits

Exhibit No.		Description
10.1		Form of Securities Purchase Agreement, dated as of April 7, 2026
5.1		Opinion of Appleby.
23.1		Consent of Appleby (included in Exhibit 5.1).

2

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: April 9, 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

3

FAQ

What equity offering did China SXT Pharmaceuticals (SXTC) announce in this 6-K?

China SXT Pharmaceuticals agreed to sell 2,000,000 Class A Ordinary Shares. The shares are being issued to certain investors through a securities purchase agreement, using the company’s effective Form F-3 shelf registration statement and an accompanying prospectus supplement filed in April 2026.

How much capital is China SXT Pharmaceuticals (SXTC) raising in this offering?

The company expects gross proceeds of approximately $760,000 from the share sale. This amount reflects funds received before deducting offering-related expenses that the company must pay, so net proceeds available for use will be somewhat lower than the gross total.

When is the China SXT Pharmaceuticals (SXTC) share offering expected to close?

The offering is expected to close on April 9, 2026. Completion depends on the satisfaction of customary closing conditions, which typically include final documentation, delivery of opinions, and settlement of funds and shares between the company and participating investors.

What will China SXT Pharmaceuticals (SXTC) use the offering proceeds for?

The company intends to use the net proceeds for general corporate purposes. This broad category can include working capital, operating expenses, or other routine business needs, rather than being earmarked for a specific acquisition, project, or targeted investment initiative.

Under which registration statement is the China SXT (SXTC) offering being made?

The shares are issued under an effective Form F-3 registration statement. Specifically, the filing references Form F-3 File No. 333-291428, which became effective in December 2025, along with a prospectus supplement filed in April 2026 for this takedown.

What key agreement governs the China SXT Pharmaceuticals (SXTC) share sale?

The transaction is governed by a securities purchase agreement dated April 7, 2026. This agreement sets the terms under which certain investors purchase the 2,000,000 Class A Ordinary Shares from the company as part of the primary equity offering.

Filing Exhibits & Attachments

2 documents

Agreements & Contracts

• EX-10.1 FORM OF SECURITIES PURCHASE AGREEMENT, DATED AS OF APRIL 7, 2026 178.3 KB

Other Documents

• EX-5.1 OPINION OF APPLEBY 60.1 KB