苏轩堂美股招股说明书(2026-06-01版)

China SXT Pharmaceuticals, Inc.Up to $100,000,000Class A Ordinary Shares We have entered into a sales agreement (the “Sales Agreement”) with Univest Securities, LLC (“Univest” or the “Sales Agent”), datedJune 1, 2026, relating to the sale of our Class A ordinary shares, no par value per share (“Class A Ordinary Shares”), offered by thisprospectus supplement and the accompanying prospectus. In accordance with the terms of the Sales Agreement, we may offer and sellour Class A Ordinary Shares, having an aggregate offering price of up to $100,000,000 from time to time through or to Univest assales agent or principal. Sales of our Class A Ordinary Shares, if any, under this prospectus supplement may be made in sales deemed to be “at the marketofferings” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Univest is notrequired to sell any specific number or dollar amount of securities, but will act as a sales agent using commercially reasonable effortsconsistent with its normal trading and sales practices, on mutually agreed terms between Univest and us. There is no arrangement forfunds to be received in any escrow, trust or similar arrangement. Univest will be entitled to compensation at a commission rate of 3.0% of the gross sales price per share sold pursuant to the terms ofthe Sales Agreement. See “Plan of Distribution” beginning on page S-10 for additional information regarding the compensation to bepaid to Univest in connection with the sale of the Class A Ordinary Shares on our behalf, Univest will be deemed to be an“underwriter” within the meaning of the Securities Act, and the compensation of Univest will be deemed to be underwritingcommissions or discounts. We also have agreed to provide indemnification and contribution to Univest with respect to certainliabilities, including liabilities under the Securities Act or the Exchange Act of 1934, as amended (the “Exchange Act”). The Class A Ordinary Shares are listed on the Nasdaq Capital Market under the symbol “SXTC.” On May 29, 2026, the last reportedsale price of the Class A Ordinary Shares on the Nasdaq Capital Market was $1.65 per share. The aggregate market value of our outstanding voting and non-voting common equities held by non-affiliates was approximately$79.11 million based on 38,218,077 Class A Ordinary Shares held by non-affiliates and a price per share of $2.06, the closing price ofour Class A Ordinary Shares on May 1, 2026. Investing in the Class A Ordinary Shares involves risk. See “Risk Factors” beginning on page S-4 of this prospectussupplement and in the documents incorporated by reference into this prospectus supplement and the accompanyingprospectus for a discussion of information that should be considered in connection with an investment in the Class A OrdinaryShares. There are legal and operational risks associated with being based in and having our operations in Hong Kong and China. Recently, thePRC government initiated a series of regulatory actions and statements to regulate business operations in China with little advancenotice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listedoverseas using variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expandingthe efforts in anti-monopoly enforcement. On July 6, 2021, the General Office of the Communist Party of China Central Committeeand the General Office of the PRC State Council jointly issued an announcement to crack down on illegal activities in the securitiesmarketand promote the high-quality development of the capital market,which,among other things,requires the relevantgovernmental authorities to strengthen cross-border oversight of law-enforcement and judicial cooperation, to enhance supervisionover China-based companies listed overseas, and to establish and improve the system of extraterritorial application of the PRCsecurities laws. On December 28, 2021, Cybersecurity Review Measures was published by Cyberspace Administration of China or theCAC, National Development and Reform Commission, Ministry of Industry and Information Technology, Ministry of Public Security,Ministry of State Security, Ministry of Finance, Ministry of Commerce, People’s Bank of China, State Administration of Radio andTelevision, China Securities Regulatory Commission, State Secrecy Administration and State Cryptography Administration, effectiveon February 15, 2022, which provides that, (i) cyberspace operators with personal information of more than 1 million users who wantto list abroad to file a cybersecurity review with the Office of Cybersecurity Review; and (ii) Critical Information InfrastructureOperators (“CIIOs”) that purchase internet products and services and Online Platform Operators engaging in data processing activitiesthat affect or may affect national security shall be subject to the cybersecurity revie