Scienture Holdings, Inc SEC Filings

Scienture Holdings (SCNX) refinanced debt and added new funding. The company entered a note purchase with Streeterville Capital for a senior secured promissory note with principal of $3,911,111.11, carrying an original issue discount of $391,111.11 and net proceeds of $3,500,000. The note bears 9% annual interest, is due seven months after issuance, and can be prepaid without penalty. Proceeds were used to repay the remaining balance of the prior NVK loan, with the remainder allocated to working capital, debt repayment, capital expenditures, product development, and general purposes. The note is secured by all assets of the company and its subsidiary, with a subsidiary guaranty, and includes a mandatory prepayment equal to the lesser of 25% of any future capital raised or the full amount due.

Separately, the company amended the NVK loan, extending its maturity to December 8, 2025 and obtaining a waiver of existing events of default. As of September 30, 2025, the outstanding NVK balance was $2,656,250. Consideration included fees of $25,000 at signing, a $25,000 maturity extension fee, and issuance of 250,000 common shares, with the company agreeing to register the resale. As of October 15, 2025, all NVK obligations were repaid.

Scienture Holdings, Inc. preliminary proxy statement presents several governance and capital-structure proposals for stockholder vote. Key items include a proposal to increase authorized Common Stock from 100,000,000 to 2,000,000,000 shares and Preferred Stock from 10,000,000 to 200,000,000, and a proposed amendment to increase shares available under the 2019 Equity Incentive Plan from 5,000,000 to 25,000,000. The proxy also seeks approval for a potential future offering that could issue more than 20% of currently outstanding common shares at a price below Nasdaq's defined "minimum price."

The document lists director nominees with ages and term expirations, describes a potential Reverse Stock Split with cash in lieu of fractional shares, and details insider trading and anti-hedging policies restricting trades to approved windows or 10b5-1 plans and prohibiting short sales. Vesting and forfeiture terms for restricted stock and administrator discretion to accelerate vesting are explained. Several annexes and committee rules are referenced but not fully reproduced in the excerpt.

Scienture Holdings, Inc. filed a Form 8‑K disclosing an Equity Distribution Agreement dated September 19, 2025 with Maxim Group LLC (Exhibit 1.1). The filing also includes a legal opinion from Dykema Gossett PLLC (Exhibit 5.1) and the firm’s consent (Exhibit 23.1). The submission includes the cover page interactive data file. The report is signed by Dr. Narasimhan Mani, Co‑Chief Executive Officer, dated September 23, 2025. The document lists the material exhibits and provides no financial tables, earnings data, or additional transaction terms in the disclosed text.

Scienture Holdings, Inc. is offering securities under a prospectus supplement that discloses the company currently relies on third-party commercial manufacturing organizations (CMOs) for all production of raw materials, finished dosage forms and packaging and does not own or plan to develop its own manufacturing facilities in the foreseeable future. The prospectus shows common share counts in several states: 126,683,845, 132,309,933, and 141,123,934. It reports stockholder's equity items including negative balances shown as ($48,823,543) and ($49,195,531) and asset or similar aggregates of $77,860,464, $83,114,613, and $91,928,717. Historical net tangible book value per share as of June 30, 2025 is shown as $(1.27). The offering contemplates equity issuance from the conversion of secured convertible promissory notes (Debentures) issued November 25, 2024, conversion of Series B Preferred Stock, and the potential exercise of 2,273,930 options at a weighted average price of $1.22 and 238,594 warrants at a weighted average price of $19.02. The prospectus incorporates the company's Annual Report for year ended December 31, 2024 and Quarterly Reports for March 31 and June 30, 2025, and lists multiple Current Reports filed in 2025.

Scoggin-affiliated investors report a small passive stake in Scienture Holdings Inc. The filing discloses that Scoggin International Fund Ltd., Scoggin Management LP, Scoggin GP LLC and individuals Curtis Schenker and Craig Effron each beneficially own 150,000 shares of Scienture common stock, representing 0.01% of the 16,131,180 shares outstanding cited in the filing. The reporting persons state the holdings were not acquired to influence control of the issuer and identify the relationships among the entities: Scoggin GP LLC is the general partner of Scoggin Management LP, which manages Scoggin International Fund Ltd., and Messrs. Schenker and Effron are co-managing members. Exhibits include a joint filing agreement and an Item 8 statement.

L1 Capital Global Opportunities Master Fund, Ltd. reports beneficial ownership of 1,075,000 shares of Scienture Holdings, Inc. common stock, representing 5.55% of the outstanding class based on 19,356,180 shares cited in the issuer's prospectus supplement. The filing states the fund has sole voting and sole dispositive power over these shares and includes a standard disclaimer noting two directors of the fund, David Feldman and Joel Arber, may be deemed to have an interest but disclaim beneficial ownership except to the extent of pecuniary interest.