Full Press Release Details
This Securities Purchase Agreement
(this "Agreement") is dated as of January 21, 2025, between China SXT Pharmaceuticals, Inc., a British Virgin Islands
company (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors
and assigns, a "Purchaser" and collectively, the "Purchasers").
WHEREAS, subject to the terms
and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act (as defined below), and Rule 506 promulgated
thereunder, the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase
from the Company, securities of the Company as more fully described in this Agreement.
NOW, THEREFORE, IN CONSIDERATION
of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the Company and each Purchaser agree as follows:
Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following
terms have the meanings set forth in this Section 1.1:
Person" shall have the meaning ascribed to such term in Section 4.5.
shall have the meaning ascribed to such term in Section 3.1(j).
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control
with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.
Directors" means the board of directors of the Company.
Day" means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
or required by law to remain closed; provided, however, for clarification, commercial
banks shall not be deemed to be authorized or required by law to remain closed due to "stay at home", "shelter-in-place",
"non-essential employee" or any other similar orders or restrictions or the closure of any physical branch locations
at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial
banks in The City of New York are generally open for use by customers on such day.
means the closing of the purchase and sale of the Securities pursuant to Section 2.1.
Date" means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties
thereto, and all conditions precedent to (i) the Purchasers' obligations to pay the Subscription Amount and (ii) the Company's
obligations to deliver the Securities, in each case, have been satisfied or waived.
means the United States Securities and Exchange Commission.
"Company BVI Counsel" means Campbells,
with offices located at Road Town, Tortola VG-1110 British Virgin
U.S. Counsel" means Hunter Taubman Fischer & Li, LLC, with offices located at 950 Third Avenue, 19th Floor, New York, NY
Schedules" means the Disclosure Schedules of the Company delivered concurrently herewith.
Time" means, (i) if this Agreement is signed on a day that is not a Trading Day or after 9:00 a.m. (New York City time) and
before midnight (New York City time) on any Trading Day, 9:01 a.m. (New York City time) on the Trading Day immediately following the date
hereof, and (ii) if this Agreement is signed between midnight (New York City time) and 9:00 a.m. (New York City time) on any Trading Day,
no later than 9:01 a.m. (New York City time) on the date hereof.
Date" means the earliest of the date that (a) the initial Registration Statement registering for resale all Shares and Warrant
Shares has been declared effective by the Commission, (b) all of the Shares and Warrant Shares have been sold pursuant to Rule 144 or
may be sold pursuant to Rule 144 without the requirement for the Company to be in compliance with the current public information required
under Rule 144 and without volume or manner-of-sale restrictions, (c) following the one year anniversary of the Closing Date provided
that a holder of Shares or Warrant Shares is not then an Affiliate of the Company, or (d) all of the Shares and Warrant Shares may be
sold pursuant to an exemption from registration under Section 4(a)(1) of the Securities Act without volume or manner-of-sale restrictions
and Company Counsel has delivered to such holders a standing written unqualified opinion that resales may then be made by such holders
of the Shares and Warrant Shares pursuant to such exemption which opinion shall be in form and substance reasonably acceptable to such
Date" shall have the meaning ascribed to such term in Section 3.1(s).
Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
means the issuance of warrants to the Purchasers in connection with the transactions pursuant to this Agreement and any securities upon
exercise of warrants to the Purchasers, securities upon the exercise or exchange of or conversion of any Securities issued hereunder and/or
other securities exercisable or exchangeable for or convertible into Ordinary Shares issued and outstanding on the date of this Agreement,
provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease
the exercise price, exchange price or conversion price of such securities (other than in connection with share splits or combinations)
or to extend the term of such securities.
means the Foreign Corrupt Practices Act of 1977, as amended.
shall have the meaning ascribed to such term in Section 3.1(h).
shall have the meaning ascribed to such term in Section 3.1(bb).
Property Rights" shall have the meaning ascribed to such term in Section 3.1(p).
Date" shall have the meaning ascribed to such term in Section 4.1(c).
means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.
Adverse Effect" shall have the meaning assigned to such term in Section 3.1(b).
Permits" shall have the meaning ascribed to such term in Section 3.1(n).
Shares" means the ordinary shares of the Company, with no par value, and any other class of securities into which such securities
may hereafter be reclassified or changed.
Share Equivalents" means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire
at any time Ordinary Shares, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that
is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Ordinary Shares.
Share Warrants" means, collectively, the Ordinary Share purchase warrants delivered to the Purchasers at the Closing in accordance
with Section 2.2(a) hereof, which Warrants shall be exercisable immediately and have a term of exercise equal to 5 years, in the form
of Exhibit A attached hereto.
Warrant Shares" means the Ordinary Shares issuable upon exercise of the Ordinary Share Warrants.
Purchase Price" equals $0.20, subject to adjustment for reverse and forward share splits, share dividends, share combinations
and other similar transactions of the Ordinary Shares that occur after the date of this Agreement and prior to the Closing Date.
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company,
joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding,
such as a deposition), whether commenced or threatened.
Failure" shall have the meaning ascribed to such term in Section 4.2(b).
Failure Payments" shall have the meaning ascribed to such term in Section 4.2(b).
Party" shall have the meaning ascribed to such term in Section 4.8.
Approvals" shall have the meaning ascribed to such term in Section 3.1(e).
means the date that is seventh (7th) calendar days after the date hereof.
Price" means 20% of Nasdaq Minimum Price of the Company's Ordinary Share determined on the date hereof.
means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time,
or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.
means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time,
or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.
shall have the meaning ascribed to such term in Section 3.1(h).
means the Shares, the Warrants and the Warrant Shares.
Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
means the Ordinary Shares issued or issuable to each Purchaser pursuant to this Agreement.
means all "short sales" as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be deemed to include
locating and/or borrowing Ordinary Shares).
Amount" means, as to each Purchaser, the aggregate amount to be paid for Shares and Warrants purchased hereunder as specified
below such Purchaser's name on the signature page of this Agreement and next to the heading "Subscription Amount," in
United States dollars and in immediately available funds or credits of debt of the Company which are acceptable by the Company.
means any subsidiary of the Company as set forth on Schedule 3.1(a) and shall, where applicable, also include any direct or indirect
subsidiary of the Company formed or acquired after the date hereof.
Day" means a day on which the principal Trading Market is open for trading.
Market" means any of the following markets or exchanges on which the Ordinary Shares are listed or quoted for trading on the
date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York