China SXT Pharmaceuticals : Securities Purchase Agreement - Form 6-K

Securities Purchase Agreement

On February 22, 2023, China SXT Pharmaceuticals, Inc. (the "Company") entered into certain securities purchase agreement (the "SPA") with Rising Sun Capital Ltd., a limited liability company organized under the laws of Australia (the "Investor"), pursuant to which the Investor agreed to purchase 1,724,138 ordinary shares (the "Shares") of the Company, par value $0.08 per share (the "Ordinary Shares") at a per share purchase price of $0.58. The gross proceeds of this transaction are approximately $1 million

The parties to the SPA have each made customary representations, warranties, and covenants. The Shares will be issued to the Investor upon satisfaction of all closing conditions, including the Nasdaq's completion of its review of the notification to Nasdaq regarding the listing of the Shares. The Shares to be issued in the Offering are exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Regulation S promulgated thereunder.

The form of the SPA is filed as Exhibits 10.1 to this Current Report on Form 6-K and such document is incorporated herein by reference. The foregoing is only a brief description of the material terms of the SPA, and does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to such exhibit.

Voting Agreements

On the same date, the Investor also entered into certain voting agreements (the "Voting Agreements") with Mr. Feng Zhou, who beneficially owns 1,732,048 Ordinary Shares (including 1,625,798 Ordinary Shares he controls via a voting agreement with Mr. Zhijun Xiao dated September 22, 2022) representing approximately 22.34% of the total voting power as of the date of this report. According to the Voting Agreement, the Investor irrevocably grants a power of attorney to, and entrusts Mr. Zhou for the maximum period of time permitted by law, with all of the Investor 's voting rights as a shareholder of the Company, including without limitation, in connection with the election of directors and approval of all corporate transactions which requires the approval of the Company's shareholders.

The form of the Voting Agreement is filed as Exhibit 4.1, to this Current Report on Form 6-K and such documents are incorporated herein by reference. The foregoing is only a brief description of the material terms of the Voting Agreement, and does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to such exhibit.

Exhibits

Exhibit No.		Description
4.1		Form of Voting Agreement, dated February 22, 2023, by and between Rising Sun Capital Ltd. and Feng Zhou
10.1		Form of SPA, dated February 22, 2023, by and between the Company and Rising Sun Capital Ltd.