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2025-09-19
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): September 19, 2025
Scienture
Holdings, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
| Delaware |
|
001-39199 |
|
46-3673928 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
No.) |
|
(I.R.S.
Employer
Identification
No.) |
20
Austin Blvd.
Commack,
NY 11725
(Address
of Principal Executive Offices)
(631)
670-6039
(Registrant’s
Telephone Number)
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.00001 per share |
|
SCNX |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, 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. ☐
Item
1.01. Entry Into A Material Definitive Agreement.
On
September 19, 2025, Scienture Holdings, Inc. (the “Company”) entered into an Equity Distribution Agreement
(the “Agreement”) with Maxim Group LLC (the “Manager”) pursuant to which the Manager
will act as the Company’s sole sales agent with respect to the offer and sale from time-to-time of shares of the Company’s
common stock, par value $0.00001 per share, having an aggregate gross sales price of up to $9,200,000 (the “Shares”),
which is based on the limitations of General Instruction I.B.6 of Form S-3. Sales of the
Shares, if any, will be made by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415
under the Securities Act of 1933, as amended (the “Act”), which includes sales made directly on The Nasdaq
Capital Market LLC and such other sales as agreed upon by the Company and the Manager. Any Shares sold will be issued pursuant to a shelf
registration statement on Form S-3 (File No. 333-289198) (the “Registration Statement”) filed with the Securities
and Exchange Commission (the “SEC”) on August 1, 2025, and declared effective by the SEC on August 8, 2025,
the prospectus contained in the Registration Statement, and a prospectus supplement dated
September 19, 2025.
The
Company has agreed to pay the Manager a commission of 3.0% of the gross sales price of any Shares sold in the offering. The
Company will also reimburse the Manager for certain specified expenses in connection with its services under the Agreement.
The
Company may sell the Shares in amounts and at times to be determined by the Company from time to time subject to the terms and conditions
of the Agreement but is not obligated to sell, and the Manager is not obligated to buy or sell, any Shares under the Agreement. No assurance
can be given that the Company will sell any Shares under the Agreement, or, if it does, as to the price or amount of Shares that it sells
or the dates when such sales will take place.
The
Company or Manager may suspend or terminate the offering of Shares upon proper notice to the other party and subject to other conditions.
The Manager will use its commercially reasonable efforts consistent with its normal sales and trading practices to place the Shares,
subject to the terms of the Agreement. The Agreement will automatically terminate when the sale of the Shares reaches an aggregate offering
amount equal to $9,200,000, or sooner if terminated as permitted therein.
The
Company made certain customary representations, warranties, and covenants in the Agreement and also agreed to indemnify the Agent against
certain liabilities, including liabilities under the Act. The Agreement is not intended to provide any other factual information about
the Company. The representations, warranties, and covenants contained in the Agreement were made only for purposes of the Agreement,
including the allocation of risk between the Company and the Manager, and as of specific dates, were solely for the benefit of the Company
and the Manager, and may be subject to limitations agreed upon by the Company and the Manager, including being qualified by confidential
disclosures exchanged between the Company and the Manager in connection with the execution of the Agreement.
The
foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text
of the Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The
Company is filing the opinion of its counsel, Dykema Gossett PLLC, relating to the legality of the issuance and sale of the Shares as
Exhibit 5.1 hereto, which is incorporated herein by reference and into the Registration Statement.
This
Current Report on Form 8-K, including the exhibits filed herewith, shall not constitute an offer to sell or the solicitation of an offer
to buy any securities that may be sold pursuant to the Agreement, nor shall there be any sale of securities in any state in which such
offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Item
9.01. Financial Statements and Exhibits.
| Exhibit
No. |
|
Description |
| 1.1 |
|
Equity Distribution Agreement, dated September 19, 2025, with Maxim Group LLC. |
| 5.1 |
|
Opinion of Dykema Gossett PLLC. |
| 23.1 |
|
Consent of Dykema Gossett PLLC (included in the opinion filed as Exhibit 5.1). |
| 104 |
|
Cover
Page Interactive Data File (embedded with the Inline XBRL document). |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
SCIENTURE
HOLDINGS, INC. |
| |
|
|
| |
By:
|
/s/
Dr. Narasimhan Mani |
| |
|
Dr.
Narasimhan Mani |
| |
|
Co-Chief
Executive Officer |
| |
|
|
| Date:
September 23, 2025 |
|
|
