China SXT closes 8M-unit offering at $1.50 each

The warrants include a zero exercise price option under which up to 72,000,000 Class A ordinary shares may be issuable.

Rhea-AI Filing Summary

China SXT Pharmaceuticals, Inc. (SXTC) completed a registered direct offering of 8,000,000 units on October 9, 2026, at $1.50 per Unit. Each Unit comprised one Class A ordinary share or, in lieu of a share, one pre-funded warrant to purchase one Class A ordinary share, plus one ordinary warrant. Gross proceeds to the company were expected to be approximately $12,000,000 before placement-agent fees and other offering expenses, excluding proceeds that may be received from warrant exercises.

Each ordinary warrant has an initial exercise price of $2.75 per Class A ordinary share and is exercisable from issuance through the one-year anniversary of issuance. Cashless exercise is available if, at the time of exercise, no effective registration statement covers issuance of the underlying shares. Holders may also elect a zero exercise price option under which up to 72,000,000 Class A ordinary shares may be issuable in aggregate, subject to the warrant terms. Investors have an additional purchase right for up to $12,000,000 of securities on the same terms during the 30-day period after closing. Univest Securities, LLC acted as placement agent on a reasonable best efforts basis, for a fee of 7.0% of gross proceeds and expense reimbursement capped at $50,000.

Key Figures

Units offered: 8,000,000 units Purchase price: $1.50 per Unit Expected gross proceeds: Approximately $12,000,000 +5 more

8 metrics

Units offered 8,000,000 units Offering closed October 9, 2026

Purchase price $1.50 per Unit Registered direct offering

Expected gross proceeds Approximately $12,000,000 Before placement-agent fees and other offering expenses; excludes warrant exercise proceeds

Warrant exercise price $2.75 per Class A ordinary share Initial exercise price

Warrant exercise period One year From issuance through the one-year anniversary of issuance

Additional purchase right Up to $12,000,000 of securities During the 30-day period after closing

Shares under zero exercise price option Up to 72,000,000 Class A ordinary shares May be issuable in aggregate under all warrants, subject to their terms

Placement-agent fee 7.0% of aggregate gross proceeds Under the placement agency agreement

Key Terms

registered direct offering, Pre-Funded Warrant, cashless exercise, zero exercise price, +1 more

5 terms

registered direct offering financial

"in connection with 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 Warrant financial

"one pre-funded warrant to purchase one Class A Ordinary Share"

A pre-funded warrant is a financial instrument that gives the holder the right to buy shares of a company's stock at a set price, with most of the purchase cost already paid upfront. It functions like a nearly fully paid option, allowing investors to secure shares quickly while minimizing the amount of additional money they need to invest later. This helps investors gain ownership rights efficiently, often used to avoid certain regulatory restrictions or to prepare for future stock purchases.

cashless exercise financial

"provisions for cashless exercise if, at the time of exercise"

A cashless exercise is a way for an option holder to convert stock options into actual shares without paying the purchase price in cash; instead they immediately give up a portion of the newly issued shares to cover the cost and any withholding taxes. Investors care because this process increases the number of shares available and can slightly dilute existing holdings, while also signaling how insiders or employees are realizing compensation without needing cash — similar to paying for a purchase by handing over part of what you just bought.

zero exercise price financial

"means of a “zero exercise price” option"

A zero exercise price is an option, warrant or award that lets the holder convert it into company shares without paying any cash, essentially a free voucher for stock. It matters to investors because it increases the number of shares outstanding and can reduce the value of existing shares, while also triggering specific accounting and tax consequences; think of it like handing out complimentary tickets that still change how crowded the room becomes.

reasonable best efforts financial

"on a reasonable best efforts basis"

FAQ

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

How much did SXTC expect to raise in its offering?

China SXT expected approximately $12,000,000 in gross proceeds before placement-agent fees and other offering expenses. That amount excludes proceeds that may be received upon exercise of the warrants.

What are the warrant terms in SXTC's offering?

Each ordinary warrant has an initial exercise price of $2.75 per Class A ordinary share and is exercisable from issuance through the one-year anniversary of issuance. Cashless exercise applies if no effective registration statement exists for issuing the underlying shares at the time of exercise. Holders may also elect the zero exercise price option, subject to the warrant terms.

What additional securities could SXTC investors purchase?

The agreement gives investors an additional purchase right for up to $12,000,000 of securities on the same terms and conditions during the 30-day period after closing.

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

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

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Available on EDGAR 10/09/2026 - 05:00 PM Accepted by SEC EDGAR 10/09/2026 - 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 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 ☐

Entry into Material Agreement 

On October 8, 2026, China SXT Pharmaceuticals, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain investors in connection with a registered direct offering for the offer and sale of 8,000,000 units (each, a “Unit”), with each Unit consisting of (i) one Class A ordinary share of the Company, no par value per share (each, a “Class A Ordinary Share”) or in lieu thereof, one pre-funded warrant (each, a “Pre-Funded Warrant”) to purchase one Class A Ordinary Share, and (ii) one ordinary warrant (each, a “Warrant”, collectively with the Class A Ordinary Share and Pre-Funded Warrant, the “Securities”), at a purchase price of $1.50 per Unit in a registered direct offering (such offering, the “Offering”). The aggregate gross proceeds to the Company from the Offering are expected to be approximately $12,000,000, before deducting placement agent fees and other offering expenses and excluding any proceeds that may be received upon the exercise of the Warrants.

Each of the Warrants has an initial exercise price of $2.75 per Class A Ordinary Share and be exercisable beginning on the date of the issuance date and ending on the one-year anniversary of the issuance date. The Warrants include provisions for cashless exercise if, at the time of exercise, there is no effective registration statement for the issuance of the underlying Class A Ordinary Shares. Additionally, holders of Warrants may, at any time and in its sole discretion, exercise its Warrants in whole or in part by means of a “zero exercise price” option, under which up to 72,000,000 Class A Ordinary Shares may be issuable in aggregate under all Warrants subject to the terms and conditions therein.

Pursuant to the Purchase Agreement, the investors will have an additional purchase right (the “Over-Allotment Option”) to acquire up to $12,000,000 of Securities on the same terms and conditions during the 30-day period after closing of this Offering.

The Company entered into a placement agency agreement (the “Placement Agency Agreement”) dated October 8, 2026, with Univest Securities, LLC (the “Placement Agent”). Pursuant to the Placement Agency Agreement, the Company engaged the Placement Agent to act as the Company’s placement agent in connection with the Offering on a reasonable best efforts basis. Pursuant to the Placement Agency Agreement, the Company agreed to pay the Placement Agent a cash fee equal to seven percent (7.0%) of the aggregate gross proceeds raised in the Offering, and a non-accountable expense reimbursement and out-of-pocket expenses, including legal counsel fees and disbursements, in an amount not to exceed an aggregate of $50,000.

The Offering closed on October 9, 2026.

The Securities were offered and issued pursuant to a prospectus supplement dated October 9, 2026 filed with the U.S. Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b)(5), supplementing the prospectus included in the Company’s Registration Statement on Form F-3 (Registration No. 333-291428), which was filed with the Commission on November 10, 2025 and became effective on December 1, 2025.

Appleby, British Virgin Islands counsel to the Company, has issued an opinion to the Company regarding the validity of the Securities. A copy of the opinion is furnished as Exhibit 5.1 to this Report of Foreign Private Issuer on Form 6-K (“Form 6-K”).

The foregoing descriptions of the Purchase Agreement, the Placement Agency Agreement, the Pre-Funded Warrants and the Warrants do not purport to be complete and are qualified in their entirety by copies of such documents filed as Exhibits 10.1, 10.2, 4.1 and 4.2, respectively, to this Form 6-K and are incorporated herein by reference.

The Company issued a press release announcing the Offering on July 23, 2026. A copy of the press release is filed as Exhibit 99.1 to the Current Report on Form 6-K filed with the Commission on October 8, 2026, which is incorporated herein by reference.

1

EXHIBIT INDEX

Exhibit No.		Description
4.1		Form of Pre-Funded Warrant
4.2		Form of Warrant
5.1		Opinion of Appleby
10.1		Form of Securities Purchase Agreement
10.2		Placement Agency Agreement
99.1		Press Release dated July 23, 2026 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 6-K filed with the U.S. Securities and Exchange Commission on October 8, 2026)

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: October 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

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 FORM OF SECURITIES PURCHASE AGREEMENT 256.7 KB
• EX-10.2 PLACEMENT AGENCY AGREEMENT 92.2 KB

Other Documents

• EX-4.1 FORM OF PRE-FUNDED WARRANT 106.5 KB
• EX-4.2 FORM OF WARRANT 90.3 KB
• EX-5.1 OPINION OF APPLEBY 69.2 KB