SXTC 6-K
China SXT Pharmaceuticals, Inc. (SXTC)
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 August 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 FORM 6-K REPORT
Amendment to Securities Purchase Agreement
On July 3, 2026, China SXT Pharmaceuticals Inc. (the “Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain institutional investor (the “Investor”) for the issuance and sale of one or more pre-paid purchases at an aggregate principal amount of up to $31,500,000 (before an original issue discount of $1,500,000) for the purchase of the Company’s Class A ordinary shares, no par value (the “Class A Ordinary Shares”), at a designated purchase price not less than a floor price of $0.20 per share (the “Floor Price”).
On August 10, 2026, the Company effected a 1-for-80 share consolidation of its Class A Ordinary Shares (the “Share Consolidation”), which adjusted the Floor Price from $0.20 to $16.00 per share pursuant to Section 3.3 of the Pre-Paid Purchase.
On August 27, 2026, the Company and the Investor entered into Amendment No.1 to the Securities Purchase Agreement (the “Amendment”) to reduce the Floor Price from $16.00 to $0.20 per share. In connection with the Amendment, the Company filed Amendment No.1 to its registration statement on Form F-3.
A copy of the Amendment is attached as Exhibit 10.1 hereto and is incorporated herein by reference. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to such exhibit.
This Report shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Class A Ordinary Shares in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
INCORPORATION BY REFERENCE
This Form 6-K and the exhibits thereto, including any amendment and report filed for the purpose of updating such document, shall be deemed to be incorporated by reference into each of i) the Company’s registration statement on Form S-8 (No. 333-286212) filed with the SEC on March 28, 2025 and (ii) the Company’s registration statement on Form F-3 (No. 333-291428) filed with the SEC on November 10, 2025 and to be a part thereof from the date on which this Form 6-K is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 10.1 | Amendment No.1 to Securities Purchase Agreement, dated August 27, 2026, between China SXT Pharmaceuticals Inc. and certain institutional investor |
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: August 28, 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 10.1
AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT
This Amendment No. 1 to Securities Purchase Agreement (this “Amendment”) is entered into as of August 27, 2026, by and between CHINA SXT PHARMACEUTICALS INC., a British Virgin Islands business company (the “Company”), and Smart Mart Limited (the “Investor”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Securities Purchase Agreement, dated as of July 3, 2026 (the “Agreement”), by and between the Company and the Investor.
RECITALS
WHEREAS, the Company effectuated an 80-for-1 reverse stock split of its Class A ordinary shares (the “Reverse Stock Split”);
WHEREAS, as a result of the Reverse Stock Split, the Floor Price (as defined in the Agreement) adjusted from $0.20 per share to $16.00 per share; and
WHEREAS, the parties desire to amend the Agreement to reset the Floor Price as set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Amendment to Floor Price. The definition of “Floor Price” as set forth in Section 1.6 of the Agreement and in the Pre-Paid Purchase (including in the definition of “Floor Price” in Attachment 1 thereto) is hereby amended to replace “$16.00” (as adjusted for the Reverse Stock Split) with “$0.2”, such that the Floor Price shall mean $0.2 per share, subject to further adjustment for any share split, share dividend, share combination, recapitalization or other similar transaction.
2. Full Force and Effect. Except as expressly amended hereby, the Agreement (including the Pre-Paid Purchase and all Attachments thereto) shall remain in full force and effect in accordance with its terms.
3. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law.
4. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
5. Defined Terms. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.
| COMPANY: | ||
| CHINA SXT PHARMACEUTICALS INC. | ||
| By: | /s/ Feng Zhou | |
| Name: | Feng Zhou | |
| Title: | Co-Chief Executive Officer | |
| INVESTOR: | ||
| SMART MART LIMITED | ||
| By: | /s/ Wong Soon Kong | |
| Name: | WONG SOON KONG | |
| Title: | Director | |