aibioChina SXT sells 10,000,000 shares with warrants for $5,100,000 gross
Tickers SXTC
China SXT sold 10,000,000 shares with two warrants each for a combined $0.51 a share. The warrant exercise price resets to $0.24 on the seventh day, and the warrants could cover up to 100,000,000 shares. No placement agent or underwriter was used.
Key facts
- Company
- China SXT Pharmaceuticals, Inc. (NASDAQ: SXTC)
- News type
- Financings
- Primary source
- China SXT Pharmaceuticals, Inc. 424B5 (2025-05-19)
The offering
China SXT Pharmaceuticals, Inc. (Nasdaq: SXTC) said in a prospectus supplement dated May 19, 2025 that it is selling 10,000,000 ordinary shares directly to several investors under a securities purchase agreement dated May 16, 2025. Each share is sold together with two warrants at a combined price of $0.51. Gross proceeds are $5,100,000.
The company says the shares and warrants are being sold directly by the company and not through a placement agent, underwriter, securities broker or dealer. It also says it has not entered into any underwriting agreement or arrangement for the offering. The company is a British Virgin Islands holding company, and it operates through subsidiaries in China and a variable interest entity, known as the VIE, that it consolidates for accounting purposes.
The prospectus names the law firms that will pass on the offering. Campbells Legal (BVI) Limited covers British Virgin Islands law, and Concord & Sage PC covers United States law. The auditor is Enrome LLP, which is based in Singapore.
The warrants
The warrants cover up to 100,000,000 ordinary shares. They are immediately exercisable at $1.20 a share and expire five years after issuance. On the seventh calendar day after issuance, the exercise price resets to $0.24. The prospectus says that $0.24 equals 20 percent of the Nasdaq Minimum Price, measured under Nasdaq Listing Rule 5635(d) when the purchase agreement was signed.
After the two-week anniversary of issuance, holders may also exercise on an alternative basis, receiving 0.9 times the number of shares a standard exercise would deliver. The prospectus says that the number of shares issuable under the warrants becomes 100,000,000 once the reset takes effect. It also says the maximum shares issuable under the warrants are 100,000,000.
The last reported sale price of the shares on the Nasdaq Capital Market on May 16, 2025 was $1.20.
The dilution
The prospectus gives 16,027,758 ordinary shares outstanding on May 15, 2025 and 26,027,758 after the offering, assuming no warrants are exercised. The warrants would add up to 100,000,000 more shares after the reset. The prospectus also reports a closing price of US$5.54 on March 6, 2025, against the $1.20 last sale price on May 16, 2025. The warrants are not listed on any exchange. The reset price of $0.24 sits well below the $1.20 level at which the warrants start, and well below the $0.51 combined price that buyers pay for each share with its warrants.
The prospectus does not explain why the company needs the money beyond saying the net proceeds will fund the development and commercialization of its projects and the growth of its business, primarily working capital, and general corporate purposes.
Risks the filing names
The prospectus discusses the company's auditor and the Holding Foreign Companies Accountable Act. It says the Public Company Accounting Oversight Board may be unable to inspect the company's auditor, and that the company's securities could be prohibited from trading or delisted if that continues for three consecutive years. The filing says recent developments in audits of China-based companies create uncertainty about whether Enrome LLP can fully cooperate with the PCAOB's requests for audit work papers without approval from Chinese authorities.
The prospectus also says the company's operations through a VIE depend on contractual arrangements, and that the company is deemed the primary beneficiary of that VIE for accounting purposes. Investors who buy the shares are buying a holding company's claim on those arrangements rather than direct ownership of the operating business.
What the offering leaves open
The offering documents do not give the company's cash balance at the time of closing, and they do not say how much of the $5,100,000 will be spent on each use.
What comes next
The prospectus expects closing on or about May 20, 2025. From the seventh calendar day after issuance, the warrants reset to an exercise price of $0.24.