SXTC · China SXT Pharmaceuticals, Inc.

China SXT Pharmaceuticals, Inc., a British Virgin Islands company, executed a Securities Purchase Agreement on May 1, 2026, enabling the issuance of up to $3,500,000 in Class A ordinary shares and accompanying ordinary share purchase warrants to specified purchasers. This private placement provides immediate capital infusion at a $1.00 per share purchase price, with warrants offering purchasers the right to acquire an additional 100% of the shares received, exercisable starting May 2, 2026, at the same $1.00 exercise price over a 5-year term. The transaction structure includes cashless and alternate cashless exercise options for warrants, enhancing holder flexibility. Closing occurs on the Trading Day when all conditions are satisfied, including delivery of executed documents and subscription amounts via wire transfer. The offering relies on exemptions from U.S. securities registration under Section 4(a)(2) of the Securities Act and Regulation S, restricting resale absent registration or exemption. This financing bolsters liquidity without immediate dilution beyond the initial shares, while the warrant feature introduces potential future dilution contingent on exercise, which could significantly expand the share float if market conditions support the $1.00 price.