China SXT (NASDAQ: SXTC) resets $31.5M share deal floor after 1-for-80 consolidation

Rhea-AI Filing Summary

China SXT Pharmaceuticals, Inc. (SXTC) reports an amendment to its financing arrangement with an institutional investor. The company previously agreed to issue one or more pre-paid purchases with an aggregate principal amount of up to $31,500,000 (before a $1,500,000 original issue discount) for purchases of Class A ordinary shares at a price not below a $0.20 per-share floor.

After a 1-for-80 share consolidation of the Class A ordinary shares on August 10, 2026, the floor price was adjusted to $16.00 per share under the pre-paid purchase terms. On August 27, 2026, the company and the investor executed Amendment No. 1 to reduce the floor price back to $0.20 per share. In connection with this amendment, the company filed Amendment No. 1 to its Form F-3 registration statement, and this report is incorporated by reference into the company’s existing Form S-8 and Form F-3 registration statements.

Filing Explained

The filing records the amendment as executed, but states that this Form 6-K is neither an offer to sell nor a sale of Class A Ordinary Shares; it documents a changed financing term rather than a completed share transaction.

Key Figures

Aggregate principal amount of pre-paid purchases: $31,500,000 Original issue discount: $1,500,000 Original Floor Price: $0.20 per share +3 more

6 metrics

Aggregate principal amount of pre-paid purchases $31,500,000 Principal amount under the securities purchase agreement before original issue discount

Original issue discount $1,500,000 Discount applied to the aggregate principal amount of pre-paid purchases

Original Floor Price $0.20 per share Minimum designated purchase price per Class A ordinary share before share consolidation

Post-consolidation Floor Price $16.00 per share Floor price after 1-for-80 share consolidation and before Amendment No. 1

Amended Floor Price $0.20 per share Reduced floor price agreed in Amendment No. 1 on August 27, 2026

Share consolidation ratio 1-for-80 Share consolidation of Class A ordinary shares effective August 10, 2026

Key Terms

pre-paid purchases, original issue discount, share consolidation, Floor Price, +1 more

5 terms

pre-paid purchases financial

"for the issuance and sale of one or more pre-paid purchases at an aggregate"

original issue discount financial

"aggregate principal amount of up to $31,500,000 (before an original issue discount"

Original issue discount (OID) is the difference between a debt security’s face value and the lower price at which it is first sold, treated as additional interest that accrues over the life of the instrument. For investors it matters because OID raises the effective yield and changes taxable income and the holding’s cost basis over time — think of buying a $100 voucher for $90 and recognizing the $10 gain as earned interest as the voucher approaches maturity.

share consolidation financial

"the Company effected a 1-for-80 share consolidation of its Class A Ordinary"

Share consolidation is a process where a company reduces the total number of its shares by combining multiple existing shares into a smaller number of higher-value shares. This can make each share more expensive and potentially improve the company’s image. For investors, it often means their ownership remains the same, but the value of each share increases, which can influence how the stock is perceived and traded.

Floor Price financial

"at a designated purchase price not less than a floor price of $0.20 per"

The floor price is the minimum price at which a security, asset, or offering will be sold or accepted, acting like a seller’s “bottom line” or a reserve in an auction. For investors it matters because it sets a visible downside limit and can influence trading, valuation, and expectations of risk—like knowing there’s a safety net that a sale won’t go below a set level.

incorporated by reference regulatory

"A copy of the Amendment is attached as Exhibit 10.1 hereto and is incorporated"

FAQ

What financing arrangement did SXTC amend in August 2026?

China SXT Pharmaceuticals amended a securities purchase agreement with an institutional investor covering pre-paid purchases with an aggregate principal amount of up to $31,500,000 of Class A ordinary shares, before an $1,500,000 original issue discount.

How did the August 10, 2026 share consolidation affect SXTC’s floor price?

Following a 1-for-80 share consolidation of Class A ordinary shares on August 10, 2026, the pre-paid purchase floor price was adjusted from $0.20 per share to $16.00 per share pursuant to the pre-paid purchase terms.

What change to the floor price did SXTC make on August 27, 2026?

On August 27, 2026, China SXT Pharmaceuticals and the institutional investor agreed in Amendment No. 1 to reduce the floor price for the pre-paid purchases from $16.00 per share to $0.20 per share.

Which registration statements does this SXTC Form 6-K update by incorporation?

The report is incorporated by reference into China SXT Pharmaceuticals’ Form S-8 registration statement (No. 333-286212) filed March 28, 2025, and its Form F-3 registration statement (No. 333-291428) filed November 10, 2025.

Did SXTC file any related registration amendment in connection with this floor price change?

In connection with Amendment No. 1 to the securities purchase agreement, China SXT Pharmaceuticals filed Amendment No. 1 to its registration statement on Form F-3 related to the pre-paid purchase financing.

Does this report by SXTC itself constitute an offer to sell securities?

The company states that this report does not constitute an offer to sell or a solicitation of an offer to buy Class A ordinary shares in any jurisdiction where such actions would be unlawful prior to proper registration or qualification.

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

Available on EDGAR 08/28/2026 - 05:00 PM Accepted by SEC EDGAR 08/28/2026 - 05:00 PM 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 August 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 ☐

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Amendment to Securities Purchase Agreement

On July 3, 2026, China SXT Pharmaceuticals Inc. (the “Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain institutional investor (the “Investor”) for the issuance and sale of one or more pre-paid purchases at an aggregate principal amount of up to $31,500,000 (before an original issue discount of $1,500,000) for the purchase of the Company’s Class A ordinary shares, no par value (the “Class A Ordinary Shares”), at a designated purchase price not less than a floor price of $0.20 per share (the “Floor Price”).

On August 10, 2026, the Company effected a 1-for-80 share consolidation of its Class A Ordinary Shares (the “Share Consolidation”), which adjusted the Floor Price from $0.20 to $16.00 per share pursuant to Section 3.3 of the Pre-Paid Purchase.

On August 27, 2026, the Company and the Investor entered into Amendment No.1 to the Securities Purchase Agreement (the “Amendment”) to reduce the Floor Price from $16.00 to $0.20 per share. In connection with the Amendment, the Company filed Amendment No.1 to its registration statement on Form F-3.

A copy of the Amendment is attached as Exhibit 10.1 hereto and is incorporated herein by reference. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to such exhibit.

This Report shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Class A Ordinary Shares 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.

INCORPORATION BY REFERENCE

This Form 6-K and the exhibits thereto, including any amendment and report filed for the purpose of updating such document, shall be deemed to be incorporated by reference into each of i) the Company’s registration statement on Form S-8 (No. 333-286212) filed with the SEC on March 28, 2025 and (ii) the Company’s registration statement on Form F-3 (No. 333-291428) filed with the SEC on November 10, 2025 and to be a part thereof from the date on which this Form 6-K is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

EXHIBIT INDEX

Exhibit No.		Description
10.1		Amendment No.1 to Securities Purchase Agreement, dated August 27, 2026, between China SXT Pharmaceuticals Inc. and certain institutional investor

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: August 28, 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

1 document

Agreements & Contracts

• EX-10.1 AMENDMENT NO.1 TO SECURITIES PURCHASE AGREEMENT, DATED AUGUST 27, 2026, BETWEEN 8.7 KB