苏轩堂美股招股说明书(2022-01-20版)

424B5 1 ea154229-424b5chinasxtphar.htm PROSPECTUS SUPPLEMENT Filed pursuant to Rule 424(b)(5) Registration No. 333-252664 Prospectus Supplement(To Prospectus dated February 2, 2021, as amended) 8,285,260 Ordinary Shares11,521,500 Pre-Funded Warrants China SXT Pharmaceuticals, Inc. We are offering 8,285,260 ordinary shares, US$0.004 par value per share (“Ordinary Shares”) at a price of US$0.18 per share, and 11,521,500 pre-funded warrants (each a “Pre-funded Warrant”) to purchase 11,521,500 ordinary shares, exercisable at an exercise price of $0.01 per share, pursuant to this prospectus supplement and the accompanying prospectus. We are offering the Pre-funded Warrants to those purchasers whose purchase of Ordinary Shares in this offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the holder, 9.99%) of our outstanding ordinary shares immediately following the consummation of this offering. The purchase price of each Pre-funded Warrant is $0.17, which equals the price per Ordinary Share being sold to the public in this offering, minus $0.01. The Pre-funded Warrants will be immediately exercisable and may be exercised at any time until all of the Pre-funded Warrants are exercised in full. See “Description of Our Securities that We are Offering” in the accompanying prospectus for more information. The Ordinary Shares trade on The Nasdaq Capital Market, or Nasdaq, under the symbol “SXTC”. On January 19, 2022, the last reported price of the Ordinary Shares on Nasdaq was $0.20 per Ordinary Share. There is no established trading market for the Pre-funded Warrants and we do not intend to list the Pre-funded Warrants on any securities exchange or nationally recognized trading system. On January 14, 2022, the aggregate market value of our Ordinary Shares held by non-affiliates was approximately $12,580,075, based on 17,850,094 Ordinary Shares outstanding, 15,725,094 of which are held by non-affiliates, and a per Ordinary Share price of $0.80 based on the closing sale price of our Ordinary Shares on Nasdaq on November 18, 2021. We have not sold any of our Ordinary Shares pursuant to General Instruction I.B.5 on Form F-3 during the prior 12 calendar month period that ends on and includes the date hereof (but excluding this offering). We are an offshore holding company incorporated in British Virgin Islands, conducting all of our business through our subsidiaries and variable interests entity, Jiangsu Taizhou Suxuantang Pharmaceutical Co., Ltd. (“Taizhou Suxuantang” or the “VIE”) in China. Neither we nor our subsidiaries own any share in Taizhou Suxuantang. Instead, Instead, our wholly-owned subsidiary, Taizhou Suxantang Biotechnology Co. Ltd. (the “WFOE”), Taizhou Suxuantang, and Taizhou Suxuantang’s shareholders entered into a series of contractual arrangements, or the “VIE Agreements”, include (i) certain power of attorney agreements and equity interest pledge agreement, which provide WFOE effective control over Taizhou Suxuantang; (ii) an exclusive technical consulting and service agreement which allows WFOE to receive substantially all of the economic benefits from Taizhou Suxuantang; and (iii) certain exclusive equity interest purchase agreements which provide WFOE with an exclusive option to purchase all or part of the equity interests in and/or assets of Taizhou Suxuantang when and to the extent permitted by PRC laws. Through the VIE Agreements among WFOE, Taizhou Suxuantang and Taizhou Suxuantang’s shareholders, we are regarded as the primary beneficiary of Taizhou Suxuantang for accounting purpose, and, therefore, we are able to consolidate the financial results of Taizhou Suxuantang in our consolidated financial statements in accordance with U.S. GAAP. However, the VIE structure cannot completely replicate a foreign investment in China-based companies, as the investors will not and may never directly hold equity interests in the Chinese operating entities. Instead, the VIE structure provides contractual exposure to foreign investment in us. Although we took every precaution available to effectively enforce the contractual and corporate relationship above, these VIE Agreements may still be less effective than direct ownership and that we may incur substantial costs to enforce the terms of the arrangements. Because we do not directly hold equity interests in Taizhou Suxuantang, we are subject to risks due to uncertainty of the interpretation and the application of the PRC laws and regulations, including but not limited to limitation on foreign ownership of internet tech