China SXT expects about $12M from share offering

Each warrant is immediately exercisable upon issuance, has a one-year term and includes a zero cash exercise option for up to 9 Class A shares.

Rhea-AI Filing Summary

China SXT Pharmaceuticals, Inc. (SXTC) announced a registered direct offering under a definitive agreement for 8,000,000 Class A ordinary shares (or pre-funded warrants in lieu) at $1.50 per share, together with 8,000,000 warrants. The company expects approximately $12 million in gross proceeds before placement agent fees and other offering expenses payable by the company. A revised press release corrects the warrants’ initial exercise price to $2.75 per Class A ordinary share.

The warrants will be immediately exercisable upon issuance and have a one-year term from issuance; each has a zero cash exercise option permitting the holder to acquire up to 9 Class A shares. Investors also have an additional purchase right for up to $12 million of securities on the same terms during the 30-day period after closing. The offering is expected to close on or about October 9, 2026, subject to customary closing conditions. Univest Securities, LLC is acting as sole placement agent. The offering is made under the company’s Form F-3 shelf registration statement, which became effective on December 1, 2025.

Key Figures

Class A ordinary shares offered: 8,000,000 shares Warrants: 8,000,000 warrants Purchase price: $1.50 per share +5 more

8 metrics

Class A ordinary shares offered 8,000,000 shares Or pre-funded warrants in lieu, at $1.50 per share

Warrants 8,000,000 warrants To be issued to the same investors

Purchase price $1.50 per share Registered direct offering

Initial warrant exercise price $2.75 per Class A ordinary share Corrected price stated in the revised press release

Expected gross proceeds Approximately $12 million Before placement agent fees and other offering expenses payable by the company

Additional purchase right Up to $12 million of securities Same terms during the 30-day period after closing

Warrant term 1 year From the date of issuance

Zero cash exercise option Up to 9 Class A shares per warrant As stated for each warrant

Key Terms

registered direct offering, pre-funded warrants, zero cash exercise option, shelf registration statement

4 terms

registered direct offering financial

"in 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.

pre-funded warrants financial

"or pre-funded warrants in lieu thereof"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

zero cash exercise option financial

"zero cash exercise option permitting the holder"

A zero cash exercise option lets a holder convert an option into shares without handing over money by surrendering a portion of the newly issued shares to cover the cost and any taxes, like getting an item by returning part of it instead of paying cash. For investors this matters because it changes how many new shares actually enter the market and whether a company needs cash to fulfill the grant, affecting ownership percentages and per-share metrics.

shelf registration statement regulatory

"Form F-3 shelf registration statement"

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.

FAQ

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

How many shares and warrants is SXTC offering?

China SXT agreed to sell 8,000,000 Class A ordinary shares (or pre-funded warrants in lieu) at $1.50 per share and issue the same investors 8,000,000 warrants. Gross proceeds are expected to be approximately $12 million before placement agent fees and other offering expenses payable by the company.

What are the terms of SXTC’s warrants?

The warrants’ initial exercise price is $2.75 per Class A ordinary share. They are immediately exercisable upon issuance and have a one-year term from issuance. Each warrant also has a zero cash exercise option permitting the holder to acquire up to 9 Class A shares.

When is SXTC’s offering expected to close, and what additional purchase right do investors have?

The offering is expected to close on or about October 9, 2026, subject to customary closing conditions. Investors have an additional purchase right to acquire up to $12 million of securities on the same terms during the 30-day period after closing.

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

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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 October 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 October 8, 2026, China SXT Pharmaceuticals, Inc. (the “Company”) issued a press release announcing a registered direct offering of units, each consisting of one Class A ordinary share (or a pre-funded warrant in lieu thereof) and one common warrant (each, a “Warrant”). The press release contained a typographical error regarding the exercise price of the Warrants. The correct initial exercise price of the Warrants is $2.75 per Class A ordinary share. A copy of the revised press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Exhibits

Exhibit No.		Description
99.1		Press Release dated October 8, 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: October 8, 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 $12 Million Registered Direct Offering

TAIZHOU, China, Oct. 8, 2026 /PRNewswire/ -- China SXT Pharmaceuticals Inc. (NASDAQ: SXTC) (the “Company”), today announced that it has entered into a definitive agreement with certain institutional investors for the purchase and sale of an aggregate of 8,000,000 Class A ordinary shares of the company, no par value per share (the “Shares”) (or pre-funded warrants in lieu thereof), at a purchase price of $1.50 per share in a registered direct offering.

The Company also agreed to issue to the same investors 8,000,000 warrants (the “Warrants”) with an exercise price of $2.75 per share. The Warrants will be immediately exercisable upon issuance and have a 1-year term from the date of issuance. Each warrant has a zero cash exercise option permitting the holder to acquire up to 9 Class A shares.

The aggregate gross proceeds to the Company of this offering are expected to be approximately $12 million, before deducting placement agent fees and other offering expenses payable by the Company. Investors will have an additional purchase right to acquire up to $12 million of securities on the same terms and conditions during the 30-day period after closing. The offering is expected to close on or about October 9, 2026, 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

1 document

Press Releases

• EX-99.1 PRESS RELEASE DATED OCTOBER 8, 2026 8.4 KB