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2025-10-03
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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 3, 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.
As
previously disclosed, Scienture Holdings, Inc. (the “Company”) issued 10% original issue discount secured convertible
debentures (the “Debentures”) to Arena Finance Markets, LP and Arena Special Opportunities III LP (the “Arena
Investors”) on November 25, 2024.
On
October 3, 2025, the Company entered into a letter agreement (the “Agreement”) with the Arena Investors whereby
the Company and the Arena Investors agreed to amend Section 4(b) of the Debentures. Specifically, the Company and the Arena Investors
agreed to revise the conversion price of the Debentures to $2.4861 per share. In addition, each of the Arena Investors agreed to convert
the remaining amounts owed by the Company under the Debentures into shares of the Company’s common stock, par value $0.00001 per
share (the “Common Stock”) in accordance with the revised terms of the Debentures (the “Full Conversion”).
Pursuant
to the Agreement, upon the Full Conversion, automatically and without any further action on the part of the Company or the Arena Investors:
(i) all Obligations (as defined in the Security Agreement dated November 25, 2024, by and among the Company and the Arena Investors)
under the Transaction Documents (as defined in the Securities Purchase Agreement dated November 22, 2024, by and among the Company and
the Arena Investors (the “Purchase Agreement”)) will be deemed paid and will be automatically and irrevocably
released, satisfied and discharged in full (except those obligations of the Company under Section 5.10 of the Purchase Agreement and
Section 7 of the Registration Rights Agreement dated November 25, 2024, by and among the Company and the Arena Investors); (ii) the Debentures
and all other Transaction Documents will be terminated; (iii) all security interests, pledges and other liens of every type at any time
granted to or held by the Arena Investors as security for the Obligations or under any Transaction Document will be terminated and automatically
and irrevocably released without further action by the Arena Investors; and (iv) neither of the Arena Investors will have any obligation
to make any credit extensions or financial accommodations to the Company or any other obligations, duties, or responsibilities in connection
therewith.
The
foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Agreement, a copy of which is
attached hereto as Exhibit 10.1, and which is incorporated herein in its entirety by reference.
Item
9.01. Financial Statements and Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Letter Agreement dated October 2, 2025, by and among the Company, Arena Finance Markets, LP, and Arena Special Opportunities III LP |
| 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 3, 2025 |
|
|
