苏轩堂美股招股说明书(2025-05-07版)

(To Prospectus dated October 22, 2024) China SXT Pharmaceuticals, Inc.200,000 Ordinary Shares We are offering (the “Offering”) directly to an investor (the “Investor”) 200,000 Ordinary Shares, with no par value (the“Ordinary Shares”), pursuant to this prospectus supplement and accompanying prospectus and a securities purchase agreement dated Our Ordinary Shares trade on the Nasdaq Capital Market under the symbol “SXTC” The last reported sale price of ourOrdinary Shares on the Nasdaq Capital Market on May 5, 2025 was $1.41per share. As of March 13, 2025, the aggregate market value of our outstanding voting and non-voting common equity held by non-affiliates was approximately $76,148,751.48 based on 13,763,268 shares of our outstanding Ordinary Shares, of which approximately On May 5, 2025, the Company entered into a Securities Purchase Agreement with the Investor for the sale of an aggregated200,000 Ordinary Shares at a purchase price of $0.50 per share, for aggregate gross proceeds of $100,000. The net proceeds received We are a holding company incorporated in the British Virgin Islands and not a Chinese operating company. As a holdingcompany with no material operations of our own, we conduct our operations through our subsidiaries in China and the VIE in China.For accounting purposes, we are deemed as the primary beneficiary of the VIE pursuant to the certain contractual arrangements (the“VIE Agreements”), and can consolidate the financial results of the VIE in our consolidated financial statements under generallyaccepted accounting principles in the U.S. (“U.S. GAAP”), and the structure involves unique risks to investors. Our shareholders holdequity interest in China SXT Pharmaceuticals, Inc., the offshore holding company in the British Virgin Islands, instead of equity Because we do not directly hold equity interests in the VIE, we are subject to risks and uncertainties of the interpretations andapplications of PRC laws and regulations, including but not limited to, regulatory review of overseas listing of PRC companiesthrough special purpose vehicles and the validity and enforcement of the VIE Agreements. We are also subject to the risks anduncertainties about any future actions of the PRC government in this regard that could disallow the VIE structure, which would likelyresult in a material change in our operations, and the value of our ordinary shares (“Ordinary Shares”) may depreciate significantly or We are subject to certain legal and operational risks associated with being based in China. PRC laws and regulationsgoverning our current business operations are sometimes vague and uncertain, and as a result these risks may result in materialchanges in the operations of the subsidiaries, significant depreciation of the value of our Ordinary Shares, or a complete hindrance ofour ability to offer or continue to offer our securities to investors. Recently, the PRC government adopted a series of regulatory actionsand issued statements to regulate business operations in China, including cracking down on illegal activities in the securities market,enhancing supervision over China-based companies listed overseas using variable interest entity structure, adopting new measures toextend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. As of the date of this prospectus,our Company, the subsidiaries have not been involved in any investigations on cybersecurity review initiated by any PRC regulatory Our Ordinary Shares may be delisted and prohibited from being traded under the Holding Foreign Companies AccountableAct if the Public Company Accounting Oversight Board (the “PCAOB”) is unable to inspect our auditor. On May 20, 2020, the Senatepassed the Holding Foreign Companies Accountable Act prohibiting an issuer’s securities from being traded on a national exchange if the PCAOB is unable to inspect the issuer’s auditors for three consecutive years. Pursuant to the Holding Foreign CompaniesAccountable Act, (the “HFCAA”), if the Public Company Accounting Oversight Board, or the PCAOB, is unable to inspect an issuer’sauditors for three consecutive years, the issuer’s securities are prohibited to trade on a U.S. stock exchange. The PCAOB issued aDetermination Report on December 16, 2021 which found that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in: (1) mainland China of the People’s Republic of China because of a position taken by one ormore authorities in mainland China; and (2) Hong Kong, a Special Administrative Region and dependency of the PRC, because of aposition taken by one or more authorities in Hong Kong. Furthermore, the PCAOB’s report identified the specific registered public accounting firms which are subject to these determinations. On June 22, 2021, United States Senate has passed the AcceleratingHolding Foreign Companies Accountable Act (the “Accelerating HFCAA”), which, if enacted, wou