As filed with the Securities and Exchange Commission
on November 10, 2025
Registration No. 333- 282776
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to
FORM F-3
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
China SXT Pharmaceuticals, Inc.
(Exact name of registrant as specified in its
charter)
| British Virgin Islands |
|
N/A |
(State or other jurisdiction of
incorporation or organization) |
|
(I.R.S. Employer
Identification Number) |
178 Taidong Rd North, Taizhou
Jiangsu, China
+86- 523-86298290
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Puglisi & Associates
850 Library Avenue
Suite 204
Newark, Delaware 19711
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Lawrence S. Venick, Esq.
Loeb & Loeb LLP
2206-19 Jardine House
1 Connaught Place
Central, Hong Kong SAR
Telephone: +1 310-728-5129
Facsimile: +852-3923-1100
Approximate date of commencement of proposed sale
to the public: From time to time after the effective date of the registration statement.
If the only securities being registered on this
Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this
Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.
☒
If this Form is filed to register additional securities
for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed
pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant
to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant
to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to
a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ☐
If an emerging growth company that prepares its
financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities
Act. ☐
| † |
The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. |
EXPLANATORY NOTE: DEREGISTRATION OF SECURITIES
This Post-Effective Amendment
No. 1 (“Post-Effective Amendment”) is filed by China SXT Pharmaceuticals, Inc. (the “Company”), and amends the
registration statement initially filed on Form F-3 (File No. 333-282776) with the Securities and Exchange Commission (the “Commission”)
on October 22, 2024 (the “Registration Statement”), registering securities of the Company to be sold using the “shelf
registration” process under Rule 415 of the Securities Act of 1933, as amended.
The offering of securities
pursuant to the Registration Statement has been abandoned and approximately $29,200,000 of securities were sold under the Registration
Statement. Accordingly, pursuant to the undertaking contained in the Registration Statement to remove from registration by means of a
post-effective amendment any of the securities that were registered (including Ordinary Shares, debt securities, warrants and Units to
purchase such Ordinary Shares, warrants and/or debt securities) that remain unsold, the Company hereby amends the Registration Statement
to remove from registration all of the securities covered by the Registration Statement which remain unsold.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Taizhou, China, on November 10, 2025.
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CHINA SXT PHARMACEUTICALS, INC. |
| |
|
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By: |
/s/ Feng Zhou |
| |
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Name: |
Feng Zhou |
| |
|
Title: |
Co-Chief Executive Officer |
POWER OF ATTORNEY
Each person whose signature
appears below hereby constitutes and appoints Feng Zhou as his or her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, in his or her name, place and stead, in any and all capacities (including his capacity as a director
and/or officer of the registrant), to sign any and all amendments and post-effective amendments and supplements to this registration statement,
and including any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the U.S.
Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with
the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his substitute, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements
of the U.S. Securities Act of 1933, as amended, this Form F-3 registration statement has been signed by the following persons in the capacities
and on the date indicated.
| Name |
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Position |
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Date |
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| /s/ Feng Zhou |
|
Co-Chief Executive Officer |
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November 10, 2025 |
| Feng Zhou |
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| /s/ Simon Lim Sze Beng |
|
Co-Chief Executive Officer |
|
November 10, 2025 |
| Simon Lim Sze Beng |
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| /s/ Xiaodong Pan |
|
Chief Financial Officer |
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November 10, 2025 |
| Xiaodong Pan |
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| /s/ Tong Liu |
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Director |
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November 10, 2025 |
| Tong Liu |
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| /s/ Jun Zheng |
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Director |
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November 10, 2025 |
| Jun Zheng |
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| /s/ Xiaodong Ji |
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Director |
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November 10, 2025 |
| Xiaodong Ji |
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| /s/ Yong Lip Chee |
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Director |
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November 10, 2025 |
| Yong Lip Chee |
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