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China SXT Pharmaceuticals, Inc.

For the period ended Mar 31, 2025. Filed Jul 31, 2025.

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About this filing

The yearly report of a company based outside the US. It covers much of what a 10-K does, and may follow accounting rules other than US ones.

FY2025 · Filed Jul 31, 2025

SXTC$2.83-3.4%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

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

OR

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

For the fiscal year ended March 31,2025

OR

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

For the transition period from _________ to _________.

OR

☐** 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)

Feng Zhou

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 ClassName of Each Exchange On Which Registered
Ordinary shares, no par value eachNASDAQ Capital Market

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

None

(Title of Class)

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

None

(Title of Class)

The number of outstanding shares of each of the issuer’s classes of capital or common stock as of March 31, 2025 was:☐ ordinary shares, no par value each.

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 whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive- based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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☒

FORM 20-F ANNUAL REPORT

TABLE OF CONTENTS

Page
PART I
Item 1.Identity of Directors, Senior Management and Advisers3
Item 2.Offer Statistics and Expected Timetable3
Item 3.Key Information3
Item 4.Information on The Company27
Item 4A.Unresolved Staff Comments49
Item 5.Operating and Financial Review and Prospects49
Item 6.Directors, Senior Management and Employees62
Item 7.Major Shareholders and Related Party Transactions72
Item 8.Financial Information74
Item 9.The Offer and Listing74
Item 10.Additional Information75
Item 11.Quantitative and Qualitative Disclosures about Market Risk100
Item 12.Description of Securities other than Equity Securities100
PART II
Item 13.Defaults, Dividend Arrearages and Delinquencies101
Item 14.Material Modifications to the Rights of Security Holders and Use of Proceeds101
Item 15.Controls and Procedures101
Item 16.[Reserved]102
Item 16A.Audit Committee Financial Expert102
Item 16B.Code of Ethics103
Item 16C.Principal Accountant Fees and Services103
Item 16D.Exemptions from the Listing Standards for Audit Committees104
Item 16E.Purchases of Equity Securities by the Issuer and Affiliated Purchasers104
Item 16F.Change in Registrant’s Certifying Accountant104
Item 16G.Corporate Governance104
Item 16H.Mine Safety Disclosure104
Item 16I.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections104
Item 16J.Insider trading policies104
Item 16K.Cybersecurity105
PART III
Item 17.Financial Statements106
Item 18.Financial Statements106
Item 19.Exhibits106

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