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[6-K] China SXT Pharmaceuticals, Inc. Current Report (Foreign Issuer)

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
6-K
Rhea-AI Filing Summary

UBS AG London Branch is offering $19.625 million of Contingent Income Auto-Callable Securities due 14 July 2028 linked to the common stock of Amazon.com, Inc. (AMZN).

Key commercial terms:

  • Issue price: $1,000 per security; estimated initial value: $972.30 (97.23% of issue price).
  • Contingent coupon: $26.25 per quarter (10.50% p.a.) paid only if AMZN’s closing price on a determination date is ≥ 70% of the initial price ($157.51).
  • Initial price / Call threshold: $225.02 (100% of initial). If AMZN ≥ $225.02 on any quarterly determination date (except final), the notes are autocalled for $1,000 plus that period’s coupon.
  • Downside threshold: 70% of initial price ($157.51). If at final valuation AMZN ≥ $157.51, holders receive $1,000 plus final coupon; otherwise UBS pays a cash value equal to (1,000 / 225.02) × final price, exposing investors to full downside below the 30% buffer.
  • Term: up to 3 years (16 Jul 2025 – 14 Jul 2028), subject to early redemption.
  • Fees: total underwriting/structuring 2.25% ($22.50 per $1,000); net proceeds 97.75%.
  • Credit: senior unsecured obligations of UBS AG; payments depend on UBS’s solvency.

Risk highlights disclosed:

  • No principal protection; investors could lose up to 100% if AMZN falls >30% at maturity and no autocalled.
  • Coupons are contingent and non-cumulative; no payment if AMZN < 70% threshold on any observation.
  • Early-call risk: investment horizon may be shortened to as little as ~3 months, limiting total return.
  • Liquidity expected to be limited; notes will not be listed.
  • Potential conflicts of interest and secondary-market pricing differentials noted; UBS’s valuation may be lower than secondary quotes immediately after issuance.
  • Complex U.S. tax treatment; UBS and investors agree to treat notes as prepaid derivatives with ordinary-income coupons.

The filing contains extensive hypothetical examples, historical AMZN price data, detailed risk factors, distribution arrangements and FATCA/Section 871(m) tax discussions. All payments are subject to market performance of AMZN and the credit risk of UBS AG.

Positive
  • None.
Negative
  • None.

Insights

TL;DR High 10.5% coupon and 30% buffer attractive, but principal is at risk, coupons are contingent, and liquidity/credit concerns remain.

Return profile. Investors receive rich quarterly income only when AMZN stays above 70% of the July 11 2025 reference price. A 30 % buffer is typical for three-year retail notes, but equity volatility means coupons could lapse for long periods, materially lowering effective yield.

Early-call dynamic. If AMZN merely holds flat or appreciates, the note autocalled, capping upside at one coupon. The 100 % call barrier makes early redemption likely in bullish or even sideways markets, shortening duration and forcing reinvestment risk.

Downside. Failure of autocalled and a >30 % drop in AMZN forces a linear loss; e.g., a 50 % fall delivers ≈ $444 per $1,000. Investors carry equity-like downside with debt-like upside.

Valuation. The 2.25 % placement fee and internal funding spread explain the 97.23 % estimated fair value, implying an immediate ~2.8 % mark-to-model haircut. Secondary bids may be below this once the six-week market-making premium amortises.

Credit/liquidity. All cash flows rely on UBS, a Swiss G-SIB; while investment-grade, holders face bail-in risk under Swiss resolution law. No listing and discretionary market-making may widen bid-ask spreads, especially if AMZN becomes volatile.

Verdict. Suitable for income-seeking investors comfortable with issuer credit exposure and potential full capital loss, who believe AMZN will not fall more than 30% over three years.

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 2025

_________________

CHINA SXT PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)

_________________

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

 

   

 

2025 Special Meeting of Shareholders

In connection with the 2025 special meeting of shareholders of China SXT Pharmaceuticals, Inc., a British Virgin Islands company (the “Company”), the Company hereby furnishes the following documents:

Exhibits

Exhibit No.

 

Description

99.1

 

Notice of 2025 Special Meeting of Shareholders, dated July 15, 2025, to be mailed to the shareholders of the Company

99.2

 

Form of Proxy Card to be mailed to the shareholders of the Company

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 15, 2025

 

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

FAQ

What is the coupon rate on UBS’s Amazon-linked auto-callable note?

10.50% per annum, paid as $26.25 per $1,000 each quarter when AMZN closes at or above 70% of its initial price.

When can the securities be automatically redeemed?

On any quarterly determination date before maturity if AMZN’s close is ≥ $225.02 (100% of the initial price).

How much principal is at risk at maturity?

If AMZN finishes below $157.51, holders incur a 1:1 loss with the stock; a 50% drop would return ≈ $444 per $1,000.

What fees are embedded in the issue price?

Total underwriting and structuring fees equal 2.25% of principal, reducing net proceeds to 97.75%.

Is there any exchange listing or daily liquidity?

No. The notes will not be listed; UBS Securities LLC may make a market but is not obliged to do so.

What is the estimated fair value at issuance?

UBS calculates an estimated initial value of $972.30 per $1,000 note, below the $1,000 issue price.
China Sxt Pharmaceuticals Inc

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