[D/A] Scienture Holdings, Inc. SEC Filing

Rhea-AI Filing Summary

Scienture Holdings, Inc. (f/k/a TRxADE Health) filed an amended Form D to update its private placement details.

• Offering: Equity securities under Reg D Rule 506(b) & Securities Act §4(a)(5).
• Size: $3.0 million; $1.715 million (≈57%) sold since first sale on 18 Jul 2025; $1.285 million remains.
• Investors: 8 participants; minimum investment $50,000.
• Compensation: Finalis Securities LLC to receive $35,000 sales commission; no finder’s fees.
• Use of proceeds: General working capital; no payments to executives/directors.
• Issuer profile: Delaware corporation, principal office Commack, NY; operates in Pharmaceuticals; revenue range not disclosed; offering expected to close within one year.

The amendment confirms meaningful investor traction and continued capital needs as the company works toward its $3 million goal.

Positive

• $1.715 million (≈57%) of the $3 million offering already sold, demonstrating investor demand and providing immediate liquidity.
• No offering proceeds earmarked for executive payouts, aligning funds with operational needs.
• Sales commission of $35 k reflects a modest 2% placement cost, preserving capital.

Negative

• $1.285 million still needs to be raised, leaving financing gap until completion.
• Issuer declines to disclose revenue, limiting visibility into financial health and dilution impact.
• Equity issuance may dilute existing shareholders, with terms and valuation undisclosed.

Insights

Securities Analyst

TL;DR: 57% of $3 m equity raise completed, providing fresh liquidity but revenue still undisclosed.

The filing indicates steady progress on a modest capital raise, with $1.715 m already secured from eight investors. Using Rule 506(b) keeps marketing limited but allows inclusion of up to 35 non-accredited investors (none reported so far). Proceeds are earmarked for working capital, suggesting near-term cash needs rather than expansionary spending. A $35 k commission (≈2% of funds raised) is reasonable. Lack of revenue disclosure prevents assessment of dilution impact or runway extension, keeping the investment case neutral.

Risk Analyst

TL;DR: Capital raise progress positive, but opacity on financials heightens risk.

Securing over half the targeted funds reduces financing risk, yet declining to reveal revenue or asset size limits transparency. The small raise ($3 m) implies early-stage or cash-constrained operations. No executive proceeds mitigate governance concerns, though investors must rely on limited information. Overall impact is balanced: liquidity improves, but information risk persists.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001382574

TRxADE HEALTH, INC

TRXADE GROUP, INC.

XCELLINK INTERNATIONAL INC.

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Scienture Holdings, Inc.

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Scienture Holdings, Inc.
Street Address 1		Street Address 2
20 AUSTIN BLVD.
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
COMMACK	NEW YORK	11725	(866) 468-6535

3. Related Persons

Last Name	First Name	Middle Name
Mani	Narasimhan
Street Address 1	Street Address 2
20 Austin Blvd.
City	State/Province/Country	ZIP/PostalCode
Commack	NEW YORK	11725

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Hariharan	Shankar
Street Address 1	Street Address 2
20 Austin Blvd.
City	State/Province/Country	ZIP/PostalCode
Commack	NEW YORK	11725

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Fell	Donald	G.
Street Address 1	Street Address 2
20 Austin Blvd.
City	State/Province/Country	ZIP/PostalCode
Commack	NEW YORK	11725

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Doshi	Mayur
Street Address 1	Street Address 2
20 Austin Blvd.
City	State/Province/Country	ZIP/PostalCode
Commack	NEW YORK	11725

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Jayanthi	Subbarao
Street Address 1	Street Address 2
20 Austin Blvd.
City	State/Province/Country	ZIP/PostalCode
Commack	NEW YORK	11725

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	X Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
	X	Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

	New Notice			Date of First Sale	2025-07-18				First Sale Yet to Occur
X	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $50,000 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
Finalis Securities LLC	000305908
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
228 Park Ave. South, Ste. 85550
City	State/Province/Country	ZIP/Postal Code
New York	NEW YORK	10003
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US
FLORIDA

13. Offering and Sales Amounts

Total Offering Amount	$3,000,000	USD	or Indefinite
Total Amount Sold	$1,715,000	USD
Total Remaining to be Sold	$1,285,000	USD	or Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

8

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$35,000	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Proceeds are to be used for general working capital purposes, which may include payment of ordinary courseremuneration to officers.

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
Scienture Holdings, Inc.	/s/ Narasimhan Mani	Narasimhan Mani	Co-CEO and President	2025-08-07

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

How much has Scienture Holdings (SCNX) raised in its 2025 private placement?

The company has sold $1.715 million of the planned $3 million equity offering.

What exemption is Scienture Holdings using for this offering?

The securities are offered under Regulation D Rule 506(b) and Securities Act Section 4(a)(5).

What is the minimum investment for the SCNX private placement?

Each outside investor must commit at least $50,000.

How many investors have participated so far?

A total of 8 investors have purchased securities in this offering.

What will the proceeds be used for?

Management states proceeds will fund general working capital; none are allocated to executive compensation.

Who is receiving sales commissions on the deal?

Finalis Securities LLC will earn a $35,000 commission; no finder's fees are disclosed.