Scienture Holdings, Inc SEC Filings

Scienture Holdings (SCNX) reported stockholder voting results from its 2025 Annual Meeting. A quorum was present with 10,990,183 votes representing 52.01% of the 21,132,260 shares of common stock entitled to vote.

All five director nominees were elected. Stockholders rejected increasing authorized shares to 2,000,000,000 common and 200,000,000 preferred. They approved increasing the 2019 equity plan reserve from 5,000,000 to 25,000,000 shares, a potential future offering that could exceed 20% of currently outstanding shares at a price below the Nasdaq “minimum price” under Rule 5635(d), and granting the Board discretion to effect a reverse stock split in a range of one‑for‑two to one‑for‑fifty. An adjournment proposal was approved but not used.

These approvals provide flexibility for potential capital transactions and share structure adjustments, while the failure to expand authorized share capital preserves current authorization levels.

Scienture Holdings, Inc. (SCNX) filed a prospectus supplement to its Form S-3, increasing the amount of common stock it is eligible to sell under its equity distribution agreement with Maxim Group LLC to an aggregate offering price of up to $150 million.

According to the filing, $150 million remains available to be sold pursuant to the prospectus supplement. The agreement with Maxim is dated September 19, 2025, and the supplement was filed on November 7, 2025. The notice also states it is not an offer or solicitation where such actions would be unlawful.

Scienture Holdings (SCNX) filed its Q3 2025 report, showing early commercial activity with revenues of $590,050 in the quarter (vs. $64,861 a year ago) and $600,308 for the nine months (vs. $83,560). Gross profit was $574,621 for Q3, but higher operating costs led to an operating loss of $4,361,206 and a net loss of $3,607,361. Weighted average shares were 18.96 million in Q3.

The balance sheet reflects the 2024 Scienture acquisition with $76.4 million in product technology intangibles and $21.37 million of goodwill. Cash was $355,692 at September 30, 2025, and accumulated deficit was $52,430,904. Management disclosed substantial doubt about the company’s ability to continue as a going concern without additional financing.

As part of a strategic realignment, the company sold IPS, Softell and Bonum Health on April 30, 2025 in exchange for a $5,000,000 promissory note (prime rate, balloon due June 30, 2030), recording a $385,528 loss on disposition and $62,500 of interest income. Common shares outstanding were 23,132,260 as of September 30, 2025; the company reports 40,630,815 shares outstanding on November 12, 2025.

Scienture Holdings, Inc. launched an at-the-market equity program to sell up to $150,000,000 of common stock, with Maxim Group LLC as sales agent under its S-3 shelf.

Sales may occur on Nasdaq or through other permitted methods at prevailing prices, and Maxim will earn a 3.0% commission. The company previously sold 15,722,759 shares for gross proceeds of approximately $15,568,236 under earlier supplements. The last reported sale price was $0.75 per share on November 6, 2025.

Shares outstanding were 40,630,815 prior to this program; the filing illustrates a hypothetical post‑offering share count of 240,630,815 if 200,000,000 shares were sold at $0.75. The company’s authorized common stock is 100,000,000 shares and it will not issue above that amount; the board has recommended increasing authorization to 2,000,000,000 shares. Net proceeds are intended for working capital and general corporate purposes, including R&D, commercialization, potential debt repayment, and possible acquisitions.

Scienture Holdings (SCNX) filed a prospectus supplement increasing the amount it may sell under its Form S-3, General Instruction I.B.6, and its equity distribution agreement with Maxim Group LLC to an aggregate offering price of up to $9,592,009.

The company reports it has sold approximately $13,252,250 in gross proceeds of securities under I.B.6 during the prior 12 months. The prospectus supplement states that $9,592,009 remains available to be sold. This notice is not an offer to sell or a solicitation to buy, and any sales would relate to the company’s common stock, par value $0.00001 per share, on permitted terms and in compliant jurisdictions.

Scienture Holdings filed an amended prospectus supplement to register the offer and sale of up to $9,592,009 of common stock, from time to time through Maxim Group LLC under its at-the-market program pursuant to Form S-3.

The amendment increases the amount eligible to be sold under General Instruction I.B.6, which limits primary offerings to no more than one-third of public float while it remains below $75,000,000. The company has sold approximately $13,252,250 during the prior 12 months, leaving $9,592,009 available under the Sales Agreement.

Shares trade on Nasdaq as SCNX; the last reported price was $2.60 per share on October 23, 2025. Shares outstanding were 34,474,230 as of October 23, 2025, and the aggregate market value of non-affiliate holdings used for the I.B.6 calculation was approximately $68,601,377.

Scienture Holdings (SCNX) amended executive employment agreements. Effective October 1, 2025, the company increased base salaries and enhanced severance terms for Co‑CEOs Dr. Narasimhan Mani and Dr. Shankar Hariharan. Dr. Mani’s annual base rose from $325,000 to $400,000; Dr. Hariharan’s rose from $175,000 to $400,000, each subject to periodic Compensation Committee review.

Severance if terminated without Cause or for Good Reason increased from 12 months to 24 months of base salary, and, within 12 months after a Change in Control, from 1.5x to 2x the sum of base salary (then‑current or pre‑CIC), target annual incentive for the year, and discretionary bonus. Health insurance employer contributions (COBRA) and life insurance premium payments were extended from 12 to 24 months post‑termination. The amendments also formalize Dr. Mani as President and Co‑CEO and Dr. Hariharan as Executive Chairman and Co‑CEO.

Scienture Holdings (SCNX) set its virtual annual meeting for November 12, 2025. Stockholders will vote on six proposals that reshape capital structure and financing flexibility.

Key items include: increasing authorized common shares from 100,000,000 to 2,000,000,000 and preferred from 10,000,000 to 200,000,000 (Proposal 2); expanding the 2019 Equity Incentive Plan reserve from 5,000,000 to 25,000,000 shares (Proposal 3); and pre-approving a potential private financing of up to $500,000,000 that may be priced at up to a 50% discount under Nasdaq Rule 5635(d) (Proposal 4). The Board also seeks discretion to effect a reverse stock split between 1-for-2 and 1-for-50 to support Nasdaq’s $1.00 minimum bid requirement after receiving a notice on October 14, 2025, with a compliance deadline of April 13, 2026 (Proposal 5). Proposal 6 would allow adjournment to solicit additional proxies. Directors for one-year terms are up for election in Proposal 1.

Scienture Holdings (SCNX) disclosed it received a Nasdaq notice that its common stock failed to meet the $1.00 minimum bid price for 30 consecutive business days, triggering a compliance period. The company has 180 calendar days, until April 13, 2026, to regain compliance by maintaining a closing bid at or above $1.00 for at least ten consecutive business days.

The notice has no immediate effect on the listing or trading of the stock on Nasdaq. Scienture believes it can regain compliance, while noting there is no assurance it will meet the requirement or other Nasdaq criteria.