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



OR



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



For
the fiscal year ended March 31, 2019



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)



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)                                                                       



1







|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.                                      



2







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 |                                   





3