Securities Purchase Agreement - Form 6-K

Securities Purchase Agreement

On September 22, 2022, China SXT Pharmaceuticals, Inc. (the "Company") entered into certain securities purchase agreement (the "SPA") with Zhijun Xiao, a non-affiliate non-U.S. person (the "Investor"), pursuant to which Mr. Xiao agreed to purchase 1,625,798 ordinary shares (the "Shares") of the Company, par value $0.08 per share (the "Ordinary Shares") at a per share purchase price of $1.35. The gross proceeds of this transaction are $2,194,827.3.

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, Mr. Xiao also entered into certain voting agreements (the "Voting Agreements") with Mr. Feng Zhou, who beneficially owns 106,250 Ordinary Shares, representing approximately 2.941% of the total voting power as of the date of this report, and Mr. Hao Xia, who owns 200,704 Ordinary Shares, representing approximately 7.47% of the total voting power as of the date of this report, respectively. According to the Voting Agreements, Mr. Xiao irrevocably grants a power of attorney to, and entrust Mr. Zhou and Mr. Xia, respectively, for the maximum period of time permitted by law, with all of Mr. Xiao'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 each Voting Agreements is filed as Exhibit 4.1 and Exhibit 4.2, respectively, 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 Agreements, 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