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2025-10-10
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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): October 10, 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
information provided in Item 2.03 is hereby incorporated by reference.
| Item
1.02. |
Termination
of a Material Definitive Agreement. |
As
previously disclosed, Scienture, LLC, a wholly owned subsidiary of Scienture Holdings, Inc. (the “Company”),
entered into a Loan and Security Agreement with NVK Finance LLC, a Nebraska Limited Liability Company (“NVK”)
on September 8, 2023, as amended (the “NVK Loan”) involving a principal amount of $2,000,000. The original
maturity of the NVK Loan was September 8, 2025.
On
October 10, 2025, the Company and Scienture, LLC entered into a Second Amendment of Loan and Security Agreement (the “Second
Amendment”) with NVK. Pursuant to the Second Amendment, the parties agreed to extend the maturity date of the loan until
December 8, 2025 (the “New Maturity Date”) and NVK agreed to waive any existing Events of Default (as defined
in the NVK Loan). The parties acknowledged that as of September 30, 2025, the total outstanding balance of the NVK Loan, inclusive of
principal and interest, was $2,656,250 (the “Outstanding Balance”). In the event Scienture, LLC elects to satisfy
the NVK Loan prior to the New Maturity Date, it will owe the Outstanding Balance plus an additional $791.67 per day (or $1,069.44 per
day if there is an Event of Default between September 30, 2025, and the applicable pay-off date).
As
consideration for NVK executing the Second Amendment, the Company agreed to (i) pay NVK a fee in the amount of $25,000 plus any associated
legal fees; (ii) pay NVK a maturity extension fee of $25,000 on the New Maturity Date; and (ii) issue 250,000 shares of the Company’s
common stock, par value $0.00001 per share, to NVK. The Company also agreed to register the resale of the shares of common stock issued
to NVK. As of October 15, 2025, the Company has fully repaid all amounts due under
the NVK Loan and satisfied all obligations under the Second Amendment.
The
foregoing description of the Second Amendment is qualified in its entirety by reference to the full text of the Second Amendment, a copy
of which is attached hereto as Exhibit 10.1, and which is incorporated herein in its entirety by reference.
| Item
2.03 |
Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
On
October 14, 2025, the Company entered into and closed on a note purchase agreement (the “Purchase Agreement”)
with Streeterville Capital, LLC, (the “Lender”), which provided for the issuance of a senior secured promissory
note in the principal amount of $3,911,111.11 (the “Note”). The Note carries an original issue discount of
$391,111.11. The Company agreed to pay $20,000 to the Lender to cover the Lender’s transaction costs, resulting in the Company
receiving net proceeds of $3,500,000. Upon receipt of the net proceeds, the Company repaid in full
the remaining outstanding balance of the NVK Loan. The Company intends to utilize the remaining net proceeds from closing of the
Purchase Agreement for working capital, debt repayment, capital expenditures, product development, and other general corporate purposes.
Maxim Group LLC served as placement agent for the transaction.
The
principal amount of the Note is due seven months following the date of issuance. Interest under the Note accrues at a rate of nine percent
(9%) per annum. The Note can be prepaid in whole or in part without penalty at any time.
In
the event that the Company receives any proceeds in connection with any fundraising or financing transaction (including any warrant exercises),
it will be required to make a mandatory prepayment equal to the lesser of (i) twenty-five percent (25%) of the amount raised in such
transaction and (ii) the full amount due under the Note.
The
Note provides for customary events of default, including, among other things, the event of non-payment of principal, interest, fees or
other amounts, a representation or warranty proving to have been incorrect when made, failure to perform or observe covenants within
a specified period of time, the bankruptcy or insolvency of the Company or of all or a substantial part of its property, and monetary
judgment defaults of a specified amount. Upon the occurrence of an Event of Default (as defined in the Note), Lender may (i) cause interest
on the outstanding balance to accrue at an interest rate equal to the lesser of twenty two (22%) or the maximum rate permitted under
applicable law, and (ii) accelerate all amounts due under the Note in an amount equal to all then outstanding amounts owed by the Company
plus an amount equal to (a) 15% of the amount due under the Note for each default that is considered a Major Trigger Event (as defined
in the Note), and (b) 5% of the amount due under the Note for each occurrence of any default that is considered a Minor Trigger Event
(as defined in the Note), in any case not to exceed twenty five percent (25%).
The
Purchase Agreement contains customary representations, warranties, and covenants of the Company, such as, among other things, timely
filing all reports required to be filed with the Securities and Exchange Commission pursuant to Sections 13 or 15(d) of the Securities
and Exchange Act of 1934, as amended, maintaining the listing of the Company’s common stock on a national stock exchange, and refraining
from making any Restricted Issuance without the Lender’s prior written consent (as defined in the Purchase Agreement).
The
representations and warranties made by the Company in the Purchase Agreement were made solely for the benefit of the Company and the
Lender. These representations and warranties (i) may be intended not as statements of fact, but rather as a way of allocating risk to
one of the parties if those statements prove to be inaccurate, (ii) may apply materiality standards different from what may be viewed
as material to investors, and (iii) were made only as of the date of the respective agreements or as of such other date or dates as may
be specified in such agreements. Moreover, information concerning the subject matter of such representations and warranties may change
after the date of the respective agreements, which subsequent information may or may not be fully reflected in the Company’s public
disclosures. Investors are urged not to rely on such representations and warranties as characterizations of the actual state of facts
or circumstances at this time or any other time.
In
connection with the Purchase Agreement and Note, the Company and the Lender entered into a security agreement (the “Company
Security Agreement”). Scienture, LLC and the Lender also entered into a security agreement (the “Scienture
Security Agreement” and together with the Company Security Agreement, the “Security Agreements”).
Pursuant to Security Agreements, each of the Company and Scienture, LLC granted the Lender a security interest in all of its respective
assets. Scienture, LLC also entered into a guaranty
with the Lender on October 14, 2025 (the “Guaranty”), whereby Scienture, LLC guaranteed the repayment of the
Note.
The
foregoing descriptions of the Purchase Agreement, Note, Security Agreements, and Guaranty do not purport to be complete and are qualified
in entirety by reference to the full text of such documents, copies of which are filed as Exhibits 10.2, 10.3, 10.4, 10.5, and
10.6, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Second Amendment of Loan and Security Agreement dated October 10, 2025, by and among the Company, Scienture, LLC, and NVK Finance, LLC. |
| 10.2 |
|
Note Purchase Agreement dated October 14, 2025, by and between the Company and Streeterville Capital, LLC. |
| 10.3 |
|
Secured Promissory Note dated October 14, 2025, made by the Company in favor of Streeterville Capital, LLC. |
| 10.4 |
|
Security Agreement dated October 14, 2025, by and between the Company and Streeterville Capital, LLC. |
| 10.5 |
|
Security Agreement dated October 14, 2025, by and between Scienture, LLC and Streeterville Capital, LLC. |
| 10.6 |
|
Guaranty dated October 14, 2025, made by Scienture, LLC for the benefit of Streeterville Capital, LLC. |
| 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:
October 16, 2025 |
|
|
