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 ☐
Information contained in this Current Report
on Form 6-K
Termination of Over-Allotment Option
As previously disclosed, 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”). Pursuant to the Purchase
Agreement, the investors 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 the Offering.
On October 21, 2026, the Company entered into
a termination letter agreement with the purchasers of the Purchase Agreement, to terminate the Over-Allotment Option set forth in Section
2.4 of the Purchase Agreement (the “Termination”). As a result of the Termination, the purchasers no longer have any right,
claim or entitlement to the Over-Allotment Option. All other provisions of the Purchase Agreement and the other transaction documents
related to the Offering remain unchanged and in full force and effect. The Termination does not affect the Securities issued in the Offering.
The foregoing description of the termination letter
agreement does not purport to be complete and is qualified in its entirety by copy of such document filed as Exhibit 10.1 to this Form
6-K and is incorporated herein by reference.
The Company issued a press release announcing
the Termination on October 21, 2026. A copy of the press release is filed as Exhibit 99.1 to this Form 6-K and is incorporated herein
by reference.
EXHIBIT INDEX
| Exhibit
No. |
|
Description |
| 10.1 |
|
Form of Termination Letter Agreement |
| 99.1 |
|
Press Release dated October 21, 2026 |
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 21, 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 |
Exhibit 99.1
FOR IMMEDIATE RELEASE
China SXT Pharmaceuticals Inc Announces Termination of Additional
Purchase Right
TAIZHOU, China, Oct. 21, 2026 /PRNewswire/ -- China SXT Pharmaceuticals
Inc. (NASDAQ: SXTC) (the “Company”), today announced that it has entered into a termination letter agreement with the purchasers
in its registered direct offering announced on October 8, 2026 (the “Offering”).
Under the termination letter agreement, the Company and the purchasers
have terminated in full the additional purchase right set forth in Section 2.4 of the securities purchase agreement entered into in connection
with the Offering. The terminated right had permitted the purchasers, during the 30-day period following the closing of the Offering,
to elect to purchase up to an additional $12 million of Class A ordinary shares and/or pre-funded warrants on the same terms and conditions
as the Offering.
As a result of the termination, the purchasers no longer have any right,
claim or entitlement to make an additional purchase under Section 2.4 of the securities purchase agreement. All other provisions of the
securities purchase agreement and the other transaction documents remain unchanged and in full force and effect. The termination does
not affect the securities issued in the Offering.
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 are 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
