China SXT raises $3.5M in private placement

China SXT Pharmaceuticals, Inc. entered into a Securities Purchase Agreement with non-U.S. investors for a private placement of 3,500,000 Class A ordinary shares and 3,500,000 warrants.

Rhea-AI Filing Summary

China SXT Pharmaceuticals, Inc. entered into a Securities Purchase Agreement with non-U.S. investors for a private placement of 3,500,000 Class A ordinary shares and 3,500,000 warrants. The warrants are immediately exercisable at $1.00 per share and have a five-year term.

The transaction closed on May 2, 2026 and generated gross proceeds of $3.5 million before expenses. The company plans to use the net proceeds for working capital and general corporate purposes. The securities were issued under Regulation S to purchasers who represented they are not U.S. persons.

Insights

Equity capital markets analyst

China SXT raises $3.5M via Reg S shares and warrants, adding cash but increasing potential equity overhang.

China SXT Pharmaceuticals completed a private placement of 3,500,000 Class A ordinary shares plus 3,500,000 warrants to non-U.S. investors for gross proceeds of $3.5 million. Warrants are exercisable immediately at $1.00 per share for five years and can be exercised for cash or on a cashless basis.

The structure includes an "Alternate Cashless Exercise" feature starting on the 7th calendar day after the initial exercise date, allowing holders to exchange portions of warrants for nine times the underlying share amount. This mechanism could meaningfully increase share issuance if used, though actual impact will depend on holder decisions and future share prices.

Proceeds are earmarked for working capital and general corporate purposes, giving the company additional liquidity. Subsequent disclosures may clarify how quickly warrants are exercised and whether the alternate cashless feature is utilized, which would affect the company’s future share count.

Key Figures

Shares issued: 3,500,000 Class A ordinary shares Warrants issued: 3,500,000 warrants Warrant exercise price: $1.00 per share +4 more

7 metrics

Shares issued 3,500,000 Class A ordinary shares Private placement under Securities Purchase Agreement

Warrants issued 3,500,000 warrants Each warrant to purchase one Class A ordinary share

Warrant exercise price $1.00 per share Exercise price for each warrant share

Gross proceeds $3.5 million Total gross proceeds from the offering before expenses

Warrant term Five years Expiration period from issuance date

Alternate cashless factor 9x underlying shares Multiplier in Alternate Cashless Exercise formula

Alternate cashless start 7th calendar day Begins after Initial Exercise Date

Key Terms

Regulation S, Securities Purchase Agreement, Class A ordinary shares, cashless basis, +2 more

6 terms

Regulation S regulatory

"The Shares and Warrants were issued in reliance on Regulation S promulgated under the Securities Act of 1933"

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.

Securities Purchase Agreement financial

"entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with several “non-U.S. Persons”"

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.

Class A ordinary shares financial

"a private placement (the “Offering”) of (i) 3,500,000 Class A ordinary shares (the “Shares”)"

Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.

cashless basis financial

"The Warrants are exercisable for cash, and they may also be exercised on a cashless basis."

An agreement executed on a cashless basis lets a holder convert or exercise a security (like options, warrants, or conversion rights) without paying money upfront; instead the holder receives a smaller number of shares equal in value to what the cash would have purchased. Think of trading a coupon for fewer slices of a cake rather than handing over cash for the full slice. For investors, it affects how much ownership and dilution occur and avoids immediate cash outlays.

Alternate Cashless Exercise financial

"each, an “Alternate Cashless Exercise”, and such aggregate number of Class A Ordinary Shares to be issued"

non-U.S. Persons regulatory

"Securities Purchase Agreement with several “non-U.S. Persons” (as defined in Regulation S of the Securities Act of 1933"

FAQ

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

What capital did China SXT Pharmaceuticals (SXTC) raise in this transaction?

China SXT Pharmaceuticals raised $3.5 million in gross proceeds through a private placement. The financing involved newly issued Class A ordinary shares and warrants sold to non-U.S. investors under Regulation S.

How many shares and warrants did China SXT Pharmaceuticals (SXTC) issue?

The company issued 3,500,000 Class A ordinary shares and 3,500,000 warrants. Each warrant allows the holder to purchase one Class A ordinary share, creating significant potential additional share issuance over time.

What is the exercise price and term of the new SXTC warrants?

Each warrant has a $1.00 per share exercise price and a five-year term. The warrants are exercisable upon issuance and include customary anti-dilution adjustments for share dividends, splits, and combinations.

What is the Alternate Cashless Exercise feature in the SXTC warrants?

Starting on the 7th calendar day after the initial exercise date, holders may use an Alternate Cashless Exercise. This lets them exchange warrant portions for nine times the underlying share amount, potentially increasing shares issued without cash payment.

How will China SXT Pharmaceuticals (SXTC) use the proceeds from this private placement?

The company plans to use the net proceeds for working capital and general corporate purposes. This typically means funding day-to-day operations, supporting growth initiatives, and strengthening overall liquidity.

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

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Accepted by SEC EDGAR 05/04/2026 - 05:00 PM EDT 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 May 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 May 1, 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 of the Securities Act of 1933, as amended) (the “Purchasers”) for a private placement (the “Offering”) of (i) 3,500,000 Class A ordinary shares (the “Shares”), with no par value (the “Class A Ordinary Shares”) and (ii) 3,500,000 warrants (the “Warrants”, the Class A Ordinary Shares underlying such Warrants, the “Warrant Shares”), with each to purchase one (1) Class A Ordinary Share at an exercise price of $1.00 per share. The gross proceeds from this Offering were $3.5 million.

The Warrants contain customary adjustment mechanisms upon corporate actions such as share dividends, share splits and share combinations. The Warrants are exercisable upon issuance and will expire five years from their the issuance date of the Warrants (the “Initial Exercise Date”). The Warrants are exercisable for cash, and they may also be exercised on a cashless basis. Notwithstanding the foregoing, if at any time starting on the 7th calendar day (the “Alternate Cashless Exercise Date”) following the Initial Exercise Date, in lieu of the Class A Ordinary Shares to be issued in a Cashless Exercise pursuant to the formula above, the holder may, by delivery of a Notice of Exercise to the Company, alternatively exchange all, or any part, of the Warrants into such aggregate number of Class A Ordinary Shares equal to the product of (x) nine (9), multiplied by (y) such aggregate number of Class A Ordinary Shares underlying such portion of the Warrants to be exercised as specified in such applicable Notice of Exercise (each, an “Alternate Cashless Exercise”, and such aggregate number of Class A Ordinary Shares to be issued in such applicable Alternate Cashless Exercise, the “Alternate Cashless Exercise Amount”).

The closing of the Offering occurred on May 2, 2026, when all the closing conditions of the Securities Purchase Agreement had been satisfied. The Company issued the Shares and Warrants in exchange for gross proceeds of $3.5 million, before the deduction of customary expenses. The net proceeds to the Company from such Offering shall be used by the Company for working capital and general corporate purposes.

The Shares and Warrants were 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 or Warrants for the account or benefit of any U.S. person.

The foregoing description of the Warrants and the Securities Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Securities Purchase Agreement, forms of which are attached hereto as Exhibits 4.1 and 10.1 and are incorporated herein by reference.

1

Exhibits

Exhibit No.		Description
4.1		Form of Warrants
10.1		Form of Securities Purchase Agreement

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: May 4, 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

Filing Exhibits & Attachments

2 documents

Agreements & Contracts

• EX-10.1 FORM OF SECURITIES PURCHASE AGREEMENT 184.3 KB

Other Documents

• EX-4.1 FORM OF WARRANTS 73.7 KB