[D] Scienture Holdings, Inc. SEC Filing

Rhea-AI Filing Summary

Scienture Holdings, Inc. (formerly TRxADE Health/TRXADE Group) filed a Form D to report a private placement of equity securities under Reg D Rule 506(b) and Securities Act §4(a)(5).

• Offering size: up to $3.0 million; $1.3 million (43%) has been sold since the first closing on 18 Jul 2025.
• Investors: 4 purchasers to date; only accredited investors indicated.
• Securities: equity; minimum subscription $50,000.
• Use of proceeds: general working capital; $0 earmarked for payments to officers/directors.
• Offering costs: no sales commissions, broker-dealer involvement, or finder’s fees disclosed.
• Issuer details: Delaware corporation (>5 yrs old); principal office Commack, NY; industry classification Pharmaceuticals.
• Issuer size: revenue and asset ranges “Decline to disclose.”
• Duration: offering expected to close within one year.

The filing signals an early-stage capital raise that, while modest in scale, strengthens liquidity without immediate shareholder dilution from brokerage fees.

Positive

• $1.3 million already raised, demonstrating investor interest and partially de-risking the capital raise
• Offering incurs no sales commissions or finder’s fees, maximizing net proceeds
• No proceeds allocated to insiders, reducing conflict-of-interest concerns

Negative

• Issuer declines to disclose revenue and asset size, limiting financial transparency
• Remaining $1.7 million still to be raised; completion risk remains
• Minimum investment of $50,000 may narrow the investor pool

Insights

Private Markets Analyst

TL;DR: $3 m Rule 506(b) equity raise, 43% funded, no fees—efficient but small.

This Form D shows Scienture seeking a modest $3 m to fund pharma operations. Completing $1.3 m with only four investors suggests access to a focused accredited network and lowers marketing overhead. Absence of commissions preserves proceeds, and zero insider payments indicates funds will largely reach operations. However, the company declines to reveal revenue, implying either an early-stage profile or strategic opacity, which may increase diligence requirements for prospective investors. Overall impact is limited to private holders; public-market investors gain minimal new financial insight.

Corporate Governance Expert

TL;DR: Clean governance signals—no broker, no insider payouts, standard exemptions.

Scienture complies with Rule 506(b) and §4(a)(5), avoiding general solicitation and limiting buyers to accredited investors—reducing regulatory friction. Listing five directors/officers provides transparency, and the statement that no proceeds will go to insiders mitigates related-party concerns. Yet, declining to disclose revenue limits the market’s ability to assess capitalization needs. Given the offering’s small size and lack of leverage, I view governance risk as low but information risk as moderate.

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

X	New Notice			Date of First Sale	2025-07-18				First Sale Yet to Occur
	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 X None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
Street Address 1	Street Address 2
City	State/Province/Country	ZIP/Postal Code
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount	$3,000,000	USD	or Indefinite
Total Amount Sold	$1,300,000	USD
Total Remaining to be Sold	$1,700,000	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:

4

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	$0	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 course remuneration 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	2025-08-01

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 capital is Scienture Holdings (SCNX) seeking in this private placement?

$3.0 million in equity securities.

What amount has Scienture already sold?

The company has sold $1.3 million, leaving $1.7 million available.

When did the offering under Form D begin?

The first sale occurred on 18 July 2025.

Are any sales commissions or broker fees associated with this offering?

No. The filing discloses $0 in commissions or finder’s fees.

What is the minimum investment size for the SCNX offering?

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

How will Scienture use the proceeds?

For general working capital; no funds are earmarked for executive compensation.

Which regulatory exemptions is the company relying on?

Regulation D Rule 506(b) and Section 4(a)(5) of the Securities Act.