20-F/A 1 f20f2019a1_chinasxtpharma.htm AMENDMENT NO. 1 TO FORM 20-F

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F/A

Amendment No. 1

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2019

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _____________.

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report:

Commission file number: 001-38773

China SXT Pharmaceuticals, Inc.

(Exact name of Registrant as Specified in its Charter)

British Virgin Islands

(Jurisdiction of Incorporation or Organization)

178 Taidong Rd North, Taizhou

Jiangsu, China

(Address of Principal Executive Offices)

Alex Yao Shi

178 Taidong Rd North, Taizhou

Jiangsu, China

+86- 523-86298290

(Name, Telephone, E-mail and/or Facsimile Number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol		Name of Each Exchange On Which Registered
Ordinary shares, par value US$0.001 per share		SXTC		NASDAQ Capital Market

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

Ordinary Shares

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

Ordinary Shares

The number of outstanding shares of each of the issuer’s classes of capital or common stock as of March 31, 2019 was: 22,706,701 ordinary shares, par value $0.001 per share.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐ No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☐

Accelerated filer ☐

Non-accelerated filer ☒

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

☒

U.S. GAAP

☐

International Financial Reporting Standards as issued by the
International Accounting Standards Board

☐

Other

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow: Item 17 ☒ Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

EXPLANATORY NOTE

China SXT Pharmaceuticals, Inc. (the “Company”) is filing this exhibit-only Amendment No. 1 (this “Amendment No. 1”) to its Annual Report on Form 20-F for the year ended March 31, 2019 (the “Form 20-F”), originally filed on August 15, 2019, solely for the purpose of adding Exhibits 4.13, 4.14, 4.15 and 4.16, which were inadvertently omitted from the Form 20-F.

In connection with the filing of this Amendment No. 1, the Company is including certifications of the Company's Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended. Because no financial statements have been included in this Amendment No. 1 and this Amendment No. 1 does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of such certifications have been omitted. The Company is not including certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as no financial statements are being filed with this Amendment No. 1.

This Amendment No. 1 is limited in scope to the items identified above and should be read in conjunction with the Form 20-F. This Amendment No. 1 does not reflect events occurring after the filing of the Form 20-F and no revisions are being made to the Company's financial statements pursuant to this Amendment No. 1. Other than the filing of the information identified above, this Amendment No. 1 does not modify or update the disclosure in the Form 20-F in any way.

ITEM 19. EXHIBITS

Exhibit Number		Description of Documents

1.1		Amended and Restated Memorandum and Articles of Association ⁽¹⁾

2.1		Series A Senior Convertible Note, dated May 2, 2019, by and among China SXT Pharmaceuticals, Inc. and Alto Opportunities Master Fund, SPC – Segregated Master Portfolio B ⁽⁵⁾

2.2		Series A Senior Convertible Note, dated May 2, 2019, by and among China SXT Pharmaceuticals, Inc. and Hudson Bay Master Fund Ltd. ⁽⁵⁾

2.3		Series B Senior Secured Convertible Note, dated May 2, 2019, by and among China SXT Pharmaceuticals, Inc. and Alto Opportunities Master Fund, SPC – Segregated Master Portfolio B ⁽⁵⁾

2.4		Series B Senior Secured Convertible Note, dated May 2, 2019, by and among China SXT Pharmaceuticals, Inc. and Hudson Bay Master Fund Ltd. ⁽⁵⁾

2.5		Secured Promissory Notes, dated May 2, 2019, issued from Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B to the Company under the Note Purchase Agreement ⁽⁵⁾

2.6		Secured Promissory Notes, dated May 2, 2019, issued from Hudson Bay Master Fund Ltd. to the Company under the Note Purchase Agreement ⁽⁵⁾

2.7		Series A Investor Warrant, dated May 2, 2019 issued to Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B ⁽⁵⁾

2.8		Series A Investor Warrant, dated May 2, 2019 issued to Hudson Bay Master Fund Ltd. ⁽⁵⁾

2.9		Series B Investor Warrant, dated May 2, 2019 issued to Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B ⁽⁵⁾

2.10		Series B Investor Warrant, dated May 2, 2019 issued to Hudson Bay Master Fund Ltd. ⁽⁵⁾

2.11		Series A Placement Agent Warrant, dated May 2, 2019 issued to FT Global Capital, Inc. ⁽⁵⁾

2.12		Series B Placement Agent Warrant, dated May 2, 2019 issued to FT Global Capital, Inc. ⁽⁵⁾

4.1		Exclusive Business Cooperation Agreement, dated October 13, 2017, between WFOE and Suxuantang ⁽²⁾

4.2		Share Pledge Agreement dated October 13, 2017, between WFOE, Di Zhou, Ziquan Zhou, Feng Zhou and Suxuantang ⁽²⁾

4.3		Exclusive Option Agreement dated October 13, 2017, between WFOE, Di Zhou, Ziquan Zhou, Feng Zhou and Suxuantang ⁽²⁾

4.4		Form of Power of Attorney dated October 13, 2017, between WFOE, Di Zhou, Ziquan Zhou, Feng Zhou and Suxuantang ⁽²⁾

4.5		Form of Escrow Agreement ⁽¹⁾

4.6		Securities Purchase Agreement, dated April 15, 2019, among China SXT Pharmaceuticals, Inc. and the investor parties thereto ⁽⁵⁾

4.7		Amendment No. 1 to Securities Purchase Agreement, dated May 2, 2019, by and among China SXT Pharmaceuticals, Inc. and the investors thereto ⁽⁵⁾

4.8		Registration Rights Agreement, dated May 2, 2019, by and among China SXT Pharmaceuticals, Inc. and the investors under the Securities Purchase Agreement ⁽⁵⁾

4.9		Note Purchase Agreement, dated May 2, 2019, by and among China SXT Pharmaceuticals, Inc. and Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B under the Securities Purchase Agreement ⁽⁵⁾

4.10		Note Purchase Agreement, dated May 2, 2019, by and among China SXT Pharmaceuticals, Inc. and Hudson Bay Master Fund Ltd. under the Securities Purchase Agreement ⁽⁵⁾

4.11		Master Netting Agreement, dated May 2, 2019, by and among China SXT Pharmaceuticals, Inc. and Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B under the Securities Purchase Agreement ⁽⁵⁾

4.12		Master Netting Agreement, dated May 2, 2019, by and among China SXT Pharmaceuticals, Inc. and Hudson Bay Master Fund Ltd. under the Securities Purchase Agreement ⁽⁵⁾

4.13		Limited Partnership Admission Agreement *

4.14		Supplement Agreement to the Limited Partnership Agreement *

4.15		Supplement Agreement No.1 to the Limited Partnership Admission Agreement *

4.16		Supplement Agreement No.2 to the Limited Partnership Admission Agreement *

8.1		List of Subsidiaries and Consolidated Variable Interest Entities ⁽²⁾

12.1		CEO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *

12.2		CFO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *

13.1		CEO and CFO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 **

23.1		Consent of Independent Auditors ***

101.INS		XBRL Instance Document ***

101.SCH		XBRL Taxonomy Extension Schema Document ***

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document ***

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document ***

101.LAB		XBRL Taxonomy Extension Label Linkbase Document ***

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document ***

*	Filed as an exhibit hereto.
**	Furnished with the initial filing of the Registrant’s Annual Report on Form 20-F filed on August 15, 2019.
***	Filed with the initial filing of the Registrant's Annual Report on Form 20-F filed on August 15, 2019.

(1)	Incorporated by reference to our Registration Statement on Form F-1/A, filed on April 20, 2018.
(2)	Incorporated by reference to our Registration Statement on Form F-1, filed on December 4, 2017.
(3)	Incorporated by reference to our Form 6-K, filed on April 17, 2019.
(4)	Incorporated by reference to our Form 6-K, filed on May 3, 2019.
(5)	Incorporated by reference to our Form F-1/A, filed on June 21, 2019.

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

	China Pharmaceuticals, Inc.

	/s/ Feng Zhou
	Name: Feng Zhou
	Title: Chief Executive Officer

Date: August 19, 2019