苏轩堂美股招股说明书(2023-03-27版)

424B7 1 ea175724-424b7chinasxt.htm 424B7 Filed pursuant to Rule 424(b)(7) Registration No. 333-252664 Prospectus Supplement(To Prospectus dated February 2, 2021, as amended) $1,374,712 of ordinary shares issuable upon conversion of an unsecured convertible promissory note,offered by the Selling ShareholderofChina SXT Pharmaceuticals, Inc. This prospectus relates to the offer and sale of up to $1,374,712 of ordinary shares, par value $0.08 each, issuable upon conversion of an unsecured convertible promissory note (the “Note”). Our ordinary shares are issuable upon conversion of the Note which are currently held by the Selling Shareholder named in this prospectus. We issued the Note pursuant a securities purchase agreement (the “Purchase Agreement”), dated March 7, 2023. The shares issuable upon conversion of the Note may be offered for sale from time to time by the Selling Shareholder. We will not receive proceeds from the sale of the underlying ordinary shares. The Selling Shareholder may sell any or all of the shares on any stock exchange, market or trading facility on which the Shares are traded or in privately negotiated transactions at fixed prices that may be changed, at market prices prevailing at the time of sale or at negotiated prices. Information on the Selling Shareholder and the times and manners in which they may offer and sell our shares is described under the sections entitled “Selling Shareholders” and “Plan of Distribution” in this prospectus. While we will bear all costs, expenses and fees in connection with the registration of the Shares, we will not receive any of the proceeds from the sale of our shares by the Selling Shareholder. On March 20, 2023, the aggregate market value of our ordinary shares held by non-affiliates was approximately $4,124,136.58, based on 10,446,248 Ordinary Shares outstanding, 6,990,062 of which are held by non-affiliates, and a per Ordinary Share price of $0.59 based on the closing sale price of our Ordinary Shares on Nasdaq on February 3, 2023. Pursuant to General Instruction I.B.5 of Form F-3, in no event will we sell the securities covered hereby in a public primary offering with a value exceeding more than one-third of the aggregate market value of our ordinary shares in any 12-month period so long as the aggregate market value of our outstanding Ordinary Shares held by non-affiliates remains below $75,000,000. During the 12 calendar months prior to and including the date of this prospectus, we have not sold any ordinary shares pursuant to General Instruction I.B.5 of Form F-3. Our ordinary shares are listed on The Nasdaq Capital Market, or Nasdaq, under the symbol “SXTC”. On March 21, 2023, the last reported price of our ordinary share on Nasdaq was $0.32 per ordinary share. 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, 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 le