SCIENTURE Holdings Announces Full Repayment and Conversion of Outstanding Debentures, Strengthening Balance Sheet

Rhea-AI Summary

SCIENTURE Holdings (NASDAQ: SCNX) announced on October 3, 2025 that it entered an agreement with Arena Finance Markets and Arena Special Opportunities III to fully repay and convert outstanding secured convertible debentures.

The conversion revises the debenture conversion price to $2.4861 per share, results in issuance of common stock to satisfy remaining balances, automatically releases liens and security interests, terminates the debenture documents, and deems obligations paid in full except for limited surviving items.

Company leadership said the action strengthens the balance sheet, eliminates interest-bearing obligations, and supports acceleration of commercial momentum following the first product launch.

Positive

• Conversion price set at $2.4861 per share
• Debentures fully repaid and converted on October 3, 2025
• All liens and security interests automatically and irrevocably released
• Company eliminated interest-bearing obligations tied to the Debentures

Negative

• Outstanding debenture principal converted into common stock, increasing share count
• Arena Investors have no further funding obligations or credit commitments

Insights

Capital Structure Analyst

Conversion of secured debentures into equity removes debt obligations and collateral liens, materially strengthening the balance sheet.

SCIENTURE HOLDINGS completed an agreement on Oct 3, 2025 to amend conversion terms so the remaining secured convertible debentures issued to Arena Investors convert at $2.4861 per share and are deemed paid in full. The transaction terminates the Debentures and related documents, automatically releasing all liens, pledges, and security interests and eliminating the Arena Investors' funding or credit commitments.

The business effect is straightforward: interest-bearing obligations and secured claims disappear from reported liabilities, which improves leverage metrics and cash interest requirements. This is balanced by dilution from share issuance at the stated conversion price; the press release provides the conversion price but not the share count or dilution magnitude, so the net equity impact cannot be quantified from these facts alone.

Key dependencies and near-term items to watch include the exact number of shares issued at $2.4861, any remaining limited surviving obligations referenced, and the timing for the formal release of liens in public filings; expect these to appear in the next company disclosure or an 8-K within days of this press release. For holders assessing capital structure, the most relevant horizon is the next quarter when the balance sheet and interest expense line reflect this conversion.

COMMACK, NY, Oct. 08, 2025 (GLOBE NEWSWIRE) -- SCIENTURE HOLDINGS, INC. (NASDAQ: SCNX), a holding company for existing and planned pharmaceutical operating companies focused on providing enhanced value to patients, physicians and caregivers through the development, commercialization, and distribution of novel specialty products that address unmet market needs, today announced that on October 3, 2025, it entered into an agreement (the “Agreement”) with Arena Finance Markets, LP and Arena Special Opportunities III LP (together, the “Arena Investors”) to fully discharge all outstanding balances on the secured convertible debentures (the “Debentures”) previously issued to the Arena Investors by the Company.

Under the terms of the Agreement, the Company and the Arena Investors agreed to amend Section 4(b) of the Debentures to revise the conversion price to $2.4861 per share of common stock. In connection with this amendment, the Arena Investors have agreed to convert the remaining amounts owed under the Debentures into shares of the Company’s common stock.

Following the full repayment and conversion and without any further action required by the parties, all obligations under the Debentures and related transaction documents have been deemed paid in full and discharged, except for limited surviving obligations under previously disclosed agreements. In addition, the Debentures and associated transaction documents have been terminated, and all liens, pledges, and security interests previously granted to the Arena Investors as collateral will be automatically and irrevocably released. The Arena Investors have no further funding obligations or credit commitments to the Company.

“The conversion of the debentures marks a pivotal step in advancing our long-term strategic objectives, further strengthening our balance sheet, eliminating interest-bearing obligations, and optimizing the Company’s capital structure,” commented Narasimhan Mani, President and co-CEO of Scienture.

Shankar Hariharan, Executive Chairman and co-CEO of Scienture, stated, “Building on the recent commercial momentum related to our first product launch, the conversion of the debentures further strengthens our balance sheet and positions us to accelerate our growth trajectory.”

About Scienture Holdings, Inc.

SCIENTURE HOLDINGS, INC. (NASDAQ: “SCNX”), through its wholly owned subsidiary, Scienture, LLC, is a comprehensive pharmaceutical product company focused on providing enhanced value to patients, physicians and caregivers by offering novel specialty products to satisfy unmet market needs. Scienture, LLC is a branded, specialty pharmaceutical company consisting of a highly experienced team of industry professionals who are passionate about developing and bringing to market unique specialty products that provide enhanced value to patients and healthcare systems. The assets in development at Scienture are across therapeutics areas, indications and cater to different market segments and channels. For more information please visit: www.scientureholdings.com and www.scienture.com.

Cautionary Statements Regarding Forward-Looking Statements

This press release contains certain statements that may be deemed to be “forward-looking statements” within the federal securities laws, including the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Statements that are not historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements relate to future events or our future performance or future financial condition. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about our company, our industry, our beliefs and our assumptions. Such forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future, including for the strength of our financial position, the products we may launch, the success those products may have in the marketplace, and our strategies related to those products. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. In some cases, you can identify forward-looking statements by the following words: “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” or the negative of these terms or other similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are subject to a number of risks and uncertainties (some of which are beyond our control) that may cause actual results or performance to be materially different from those expressed or implied by such forward-looking statements. Accordingly, readers should not place undue reliance on any forward-looking statements. These risks include risks relating to agreements with third parties; our ability to raise funding in the future, as needed, and the terms of such funding, including potential dilution caused thereby; our ability to continue as a going concern; security interests under certain of our credit arrangements; our ability to maintain the listing of our common stock on the Nasdaq Capital Market; claims relating to alleged violations of intellectual property rights of others; the outcome of any current legal proceedings or future legal proceedings that may be instituted against us; unanticipated difficulties or expenditures relating to our business plan; and those risks detailed in our most recent Annual Report on Form 10-K and subsequent reports filed with the SEC.

Forward-looking statements speak only as of the date they are made. Scienture Holdings, Inc. undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise that occur after that date, except as otherwise provided by law.

Contact:

SCIENTURE HOLDINGS, INC.
20 Austin Blvd
Commack, NY 11725
Phone: (866) 468-6535
Email: IR@Scienture.com

FAQ

What did SCIENTURE (SCNX) announce on October 3, 2025 regarding its debentures?

SCIENTURE agreed to fully repay and convert outstanding secured convertible debentures into common stock on October 3, 2025.

What conversion price did SCNX set for the converted debentures?

The conversion price was revised to $2.4861 per share.

How does the SCNX debenture conversion affect the company's obligations and collateral?

All obligations under the debentures were deemed paid and discharged and associated liens and security interests were automatically released.

Will the Arena investors provide further funding to SCNX after the conversion?

No. The Arena Investors have no further funding obligations or credit commitments to SCNX.

What did SCIENTURE management say about the impact of the debenture conversion on the balance sheet?

Management said the conversion strengthens the balance sheet, eliminates interest-bearing obligations, and supports growth after the first product launch.

Does the SCNX announcement specify any remaining obligations after the conversion?

Yes. All debenture obligations were discharged except for limited surviving obligations under previously disclosed agreements.