[8-K] Scienture Holdings, Inc. Reports Material Event

Rhea-AI Filing Summary

Masonglory Limited (MSGY) filed a Form 6-K to report that underwriters fully exercised their 15% over-allotment option connected to the company’s July 2025 IPO. On 24 July 2025 the underwriters purchased an additional 225,000 ordinary shares at the public offering price of $4.00 per share, generating $900,000 in gross proceeds before underwriting discounts and expenses.

Following the transaction the company’s total shares outstanding increased to 14,225,000. The filing includes a press release (Exhibit 99.1) confirming the closing. No other operational or financial updates were provided.

Positive

• Full exercise of the 225,000-share over-allotment option indicates solid post-IPO demand.
• Generates $900,000 in additional gross proceeds, bolstering liquidity with minimal dilution (~1.6%).

Negative

• Share count increases to 14.225 M, creating minor dilution for existing holders.
• Proceeds are stated before underwriting discounts, so net cash received will be lower.

Insights

Equity Capital Markets Analyst

TL;DR: Full over-allotment exercise adds $0.9 M capital and signals healthy IPO demand.

The 225 k-share greenshoe represents roughly 15% of the base 1.5 M-share offering. Its full take-up suggests the underwriting syndicate was able to place additional shares without price concessions—an encouraging indicator of market appetite for MSGY’s equity. The proceeds modestly strengthen liquidity while causing only ~1.6 % dilution (225 k / 14.225 M). As the filing contains no earnings data, immediate valuation impact is limited, but the demand signal may support secondary-market performance.

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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): July 18, 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.

The board of directors of Scienture Holdings, Inc. (the “Company”) recently approved a capital raise by the Company in an aggregate amount of up to $3,000,000 pursuant to a form of Common Stock Purchase Agreement (the “Purchase Agreement”). The Purchase Agreement provides that the Company would issue and sell, and investors would purchase, shares of the Company’s common stock, par value $0.00001 per share, for a price per share of $1.59. The Purchase Agreements contain certain customary representations, warranties, by us and the investors.

Between July 18, 2025 and July 24, 2025, we entered into Purchase Agreements with BlueCap Ventures LLC, Jinal Sheth, Nimish Sheth, and Chintan Shah, pursuant to which such investors purchased, and the Company sold, an aggregate of 754,716 shares of the Company’s common stock. As of the date of this Current Report on Form 8-K, we have received approximately $1.2 million in aggregate proceeds, though the Company may continue to raise additional proceeds of up to the $3 million approved by the Company’s board of directors.

The foregoing description of the Purchase Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Purchase Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On July 24, 2025, the Company issued a press release announcing the capital raise. The press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

The press release hall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of such Section 18. The information in this Item 7.01, as well as Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended or the Exchange Act regardless of any general incorporation language in such filing.

The press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. With the exception of historical matters, the matters discussed in the press release include forward-looking statements within the meaning of applicable securities laws. Such forward-looking statements include, among others, statements regarding the Company’s projects, potential financial performance, and growth opportunities. The words “believes,” “expects,” “intends,” “plans,” “anticipates,” “hopes,” “likely,” “will,” and similar expressions are intended to identify certain of these forward-looking statements. These statements are based on the Company’s expectations and involve risks, uncertainties and other important factors that could cause the actual results performance or achievements of the Company (or entities in which the Company has interests), or industry results, to differ materially from future results, performance or achievements expressed or implied by such forward-looking statements. Certain factors that could cause the Company’s actual future results to differ materially from those discussed are noted in connection with such statements, but other unanticipated factors could arise. Certain risks regarding the Company’s forward-looking statements are discussed in the Company’s filings with the Securities and Exchange Commission Readers are cautioned not to place undue reliance on these forward-looking statements which reflect management’s view only as of the date of this Current Report on Form 8-K. The Company undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, conditions or circumstances.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
10.1*		Form of Common Stock Purchase Agreement
99.1		Press Release dated July 24, 2025
104		Cover Page Interactive Data File (embedded with the Inline XBRL document).

* Certain schedules, exhibits and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish copies of such omitted materials supplementally upon request by the Securities and Exchange Commission.

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 and President
Date: July 24, 2025

FAQ

How many additional MSGY shares were sold in the over-allotment?

Underwriters purchased 225,000 ordinary shares under the greenshoe option.

What price did Masonglory receive per share?

The additional shares were sold at the IPO price of $4.00 per share.

How much capital did the exercise raise for MSGY?

The transaction generated $900,000 in gross proceeds before fees.

What is Masonglory’s new share count after the option exercise?

Total shares outstanding increased to 14,225,000 ordinary shares.

Does the 6-K include updated financial results?

No. The filing only reports the over-allotment closing and attaches the related press release.