Scienture Holdings, Inc. 8-K Filings

Scienture Holdings, Inc. reported that its Chief Financial Officer, Eric Sherb, resigned effective May 26, 2026. He informed the company that he was leaving for personal reasons and that his decision was not related to any dispute or disagreement with management or the board.

On the same date, the company appointed Dr. Narasimhan Mani, age 51, as Interim Chief Financial Officer. Dr. Mani already serves as Co-Chief Executive Officer, President, and a director, and has been overseeing operations including financial planning, revenue and expense management, and financial reporting.

The disclosure highlights Dr. Mani’s more than 25 years of pharmaceutical industry experience, his prior senior roles at several life sciences companies, and his advanced degrees including an MBA in Finance and Marketing from Columbia Business School. His service as Interim CFO will continue under his existing employment agreement previously filed with the SEC.

Scienture Holdings, Inc. reported very early-stage commercial results for the quarter ended March 31, 2026. Revenue rose to about $56 thousand, up roughly 449% from the prior-year quarter, as sales of its SCN-102/Arbli losartan oral suspension ramped.

Gross profit increased to about $54 thousand and gross margin expanded sharply to roughly 95.6%, while total operating expenses stayed roughly flat at about $3.56 million. The company posted a net loss of about $3.4 million, slightly higher than a year earlier.

Operationally, Scienture highlighted new patent protection for Arbli, an Orange Book–listable patent for REZENOPY 10 mg naloxone nasal spray, expanded GPO agreements giving REZENOPY access to over 5,000 healthcare institutions, and an additional $11.0 million in non-dilutive debt financing to support commercialization and its R&D pipeline.

Scienture Holdings, Inc. furnished an updated investor presentation on its website on May 5, 2026 and attached it as Exhibit 99.1 to this report. The presentation is intended for meetings with analysts, potential investors, and other interested parties and should be read together with the company’s SEC filings.

The material in the presentation and this report is furnished under Regulation FD, is not deemed “filed,” and is not incorporated into other SEC filings unless specifically referenced. Scienture also includes typical cautionary language about forward-looking statements and refers readers to risk discussions in its Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q.

Scienture Holdings, Inc. entered into and closed a note purchase agreement with Streeterville Capital, LLC, issuing two secured promissory notes: a Secured Promissory Note A-1 with an original principal amount of $8.42 million and a Secured Promissory Note B with an original principal amount of $3 million.

The A-1 Note carries a $400,000 original issue discount and $20,000 in transaction costs, bears 9% annual interest and matures in eighteen months; the Lender funded $8 million at closing. The B Note bears 5% annual interest, matures in eighteen months, and $3 million was deposited into a controlled account of a newly formed subsidiary under a Deposit Account Control Agreement.

Both notes are secured by security agreements, a guaranty, and a pledge of subsidiary equity, contain detailed Major and Minor Trigger Events that can increase outstanding balances by up to 25%, and allow Monthly Redemptions up to $175,000 and Limited Redemptions tied to trading volume and price conditions.

Scienture Holdings, Inc. (SCNX) announced that it has posted a revised investor presentation on its website and plans to use it in meetings with analysts, potential investors, and other interested parties. The presentation, attached as Exhibit 99.1, provides summary information about the company that should be read together with its reports filed with the SEC.

The company emphasizes that the materials are furnished under Regulation FD, not filed, meaning they are not subject to certain liability provisions of the securities laws and are not automatically incorporated into other SEC filings. The presentation includes forward-looking statements about projects, potential financial performance, and growth opportunities, and the company reminds readers that actual results may differ due to various risks described in its latest Annual Report on Form 10-K for the year ended December 31, 2024 and subsequent Quarterly Reports on Form 10-Q.

Scienture Holdings (SCNX) reported stockholder voting results from its 2025 Annual Meeting. A quorum was present with 10,990,183 votes representing 52.01% of the 21,132,260 shares of common stock entitled to vote.

All five director nominees were elected. Stockholders rejected increasing authorized shares to 2,000,000,000 common and 200,000,000 preferred. They approved increasing the 2019 equity plan reserve from 5,000,000 to 25,000,000 shares, a potential future offering that could exceed 20% of currently outstanding shares at a price below the Nasdaq “minimum price” under Rule 5635(d), and granting the Board discretion to effect a reverse stock split in a range of one‑for‑two to one‑for‑fifty. An adjournment proposal was approved but not used.

These approvals provide flexibility for potential capital transactions and share structure adjustments, while the failure to expand authorized share capital preserves current authorization levels.

Scienture Holdings, Inc. (SCNX) filed a prospectus supplement to its Form S-3, increasing the amount of common stock it is eligible to sell under its equity distribution agreement with Maxim Group LLC to an aggregate offering price of up to $150 million.

According to the filing, $150 million remains available to be sold pursuant to the prospectus supplement. The agreement with Maxim is dated September 19, 2025, and the supplement was filed on November 7, 2025. The notice also states it is not an offer or solicitation where such actions would be unlawful.

Scienture Holdings (SCNX) filed a prospectus supplement increasing the amount it may sell under its Form S-3, General Instruction I.B.6, and its equity distribution agreement with Maxim Group LLC to an aggregate offering price of up to $9,592,009.

The company reports it has sold approximately $13,252,250 in gross proceeds of securities under I.B.6 during the prior 12 months. The prospectus supplement states that $9,592,009 remains available to be sold. This notice is not an offer to sell or a solicitation to buy, and any sales would relate to the company’s common stock, par value $0.00001 per share, on permitted terms and in compliant jurisdictions.

Scienture Holdings (SCNX) amended executive employment agreements. Effective October 1, 2025, the company increased base salaries and enhanced severance terms for Co‑CEOs Dr. Narasimhan Mani and Dr. Shankar Hariharan. Dr. Mani’s annual base rose from $325,000 to $400,000; Dr. Hariharan’s rose from $175,000 to $400,000, each subject to periodic Compensation Committee review.

Severance if terminated without Cause or for Good Reason increased from 12 months to 24 months of base salary, and, within 12 months after a Change in Control, from 1.5x to 2x the sum of base salary (then‑current or pre‑CIC), target annual incentive for the year, and discretionary bonus. Health insurance employer contributions (COBRA) and life insurance premium payments were extended from 12 to 24 months post‑termination. The amendments also formalize Dr. Mani as President and Co‑CEO and Dr. Hariharan as Executive Chairman and Co‑CEO.

Scienture Holdings (SCNX) disclosed it received a Nasdaq notice that its common stock failed to meet the $1.00 minimum bid price for 30 consecutive business days, triggering a compliance period. The company has 180 calendar days, until April 13, 2026, to regain compliance by maintaining a closing bid at or above $1.00 for at least ten consecutive business days.

The notice has no immediate effect on the listing or trading of the stock on Nasdaq. Scienture believes it can regain compliance, while noting there is no assurance it will meet the requirement or other Nasdaq criteria.

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. amended its bylaws to lower the shareholder meeting quorum requirement from a majority of voting power to one-third of the voting power. This means future stockholder meetings can proceed and conduct business with fewer shares represented in person, remotely, or by proxy, unless a higher threshold is required by law, the certificate of incorporation, or other bylaw provisions. The rules allowing the chairperson or a majority of voting power present to adjourn meetings until a quorum is reached remain in place.

Scienture Holdings, Inc. entered into a new letter agreement with Arena Finance Markets, LP and Arena Special Opportunities III LP to change key terms of its existing secured convertible debentures. The parties agreed to amend the debentures so that any remaining amounts owed will convert into shares of Scienture common stock at a revised conversion price of $2.4861 per share, resulting in a full conversion of the debt into equity.

Once this full conversion occurs, the debentures and related transaction documents will be terminated, all obligations under those documents will be deemed fully satisfied, and all related security interests and liens held by the Arena investors will be automatically released. After that point, the Arena investors will have no further obligation to extend credit or provide other financial accommodations to Scienture under these arrangements.

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. entered into a registered direct stock offering with institutional investors, selling 3,225,000 common shares at $1.20 per share for gross proceeds of approximately $3.87 million. The sale was made under an effective shelf registration statement on Form S-3 and closed on August 15, 2025. Maxim Group LLC acted as exclusive placement agent and will receive a cash fee equal to 7.0% of the gross proceeds plus up to $50,000 of expense reimbursement. The company agreed not to issue additional equity or file most new registration statements for 15 days after closing, while officers and directors are subject to 90-day lock-ups. Separately, between July 18 and August 11, 2025, Scienture raised about $1.76 million in a private sale of 1,110,060 shares, with proceeds used for working capital, capital spending, product development, and other corporate purposes.