Scienture Holdings, Inc SEC Filings

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. is offering securities under a prospectus supplement that discloses the company currently relies on third-party commercial manufacturing organizations (CMOs) for all production of raw materials, finished dosage forms and packaging and does not own or plan to develop its own manufacturing facilities in the foreseeable future. The prospectus shows common share counts in several states: 126,683,845, 132,309,933, and 141,123,934. It reports stockholder's equity items including negative balances shown as ($48,823,543) and ($49,195,531) and asset or similar aggregates of $77,860,464, $83,114,613, and $91,928,717. Historical net tangible book value per share as of June 30, 2025 is shown as $(1.27). The offering contemplates equity issuance from the conversion of secured convertible promissory notes (Debentures) issued November 25, 2024, conversion of Series B Preferred Stock, and the potential exercise of 2,273,930 options at a weighted average price of $1.22 and 238,594 warrants at a weighted average price of $19.02. The prospectus incorporates the company's Annual Report for year ended December 31, 2024 and Quarterly Reports for March 31 and June 30, 2025, and lists multiple Current Reports filed in 2025.

Scienture Holdings, Inc. is offering securities under a prospectus supplement that discloses the company currently relies on third-party commercial manufacturing organizations (CMOs) for all production of raw materials, finished dosage forms and packaging and does not own or plan to develop its own manufacturing facilities in the foreseeable future. The prospectus shows common share counts in several states: 126,683,845, 132,309,933, and 141,123,934. It reports stockholder's equity items including negative balances shown as ($48,823,543) and ($49,195,531) and asset or similar aggregates of $77,860,464, $83,114,613, and $91,928,717. Historical net tangible book value per share as of June 30, 2025 is shown as $(1.27). The offering contemplates equity issuance from the conversion of secured convertible promissory notes (Debentures) issued November 25, 2024, conversion of Series B Preferred Stock, and the potential exercise of 2,273,930 options at a weighted average price of $1.22 and 238,594 warrants at a weighted average price of $19.02. The prospectus incorporates the company's Annual Report for year ended December 31, 2024 and Quarterly Reports for March 31 and June 30, 2025, and lists multiple Current Reports filed in 2025.

Scoggin-affiliated investors report a small passive stake in Scienture Holdings Inc. The filing discloses that Scoggin International Fund Ltd., Scoggin Management LP, Scoggin GP LLC and individuals Curtis Schenker and Craig Effron each beneficially own 150,000 shares of Scienture common stock, representing 0.01% of the 16,131,180 shares outstanding cited in the filing. The reporting persons state the holdings were not acquired to influence control of the issuer and identify the relationships among the entities: Scoggin GP LLC is the general partner of Scoggin Management LP, which manages Scoggin International Fund Ltd., and Messrs. Schenker and Effron are co-managing members. Exhibits include a joint filing agreement and an Item 8 statement.

L1 Capital Global Opportunities Master Fund, Ltd. reports beneficial ownership of 1,075,000 shares of Scienture Holdings, Inc. common stock, representing 5.55% of the outstanding class based on 19,356,180 shares cited in the issuer's prospectus supplement. The filing states the fund has sole voting and sole dispositive power over these shares and includes a standard disclaimer noting two directors of the fund, David Feldman and Joel Arber, may be deemed to have an interest but disclaim beneficial ownership except to the extent of pecuniary interest.

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.

Prospectus supplement summary: The document presents terms of a securities offering and related company disclosures. The placement agent fee is stated as $0.08 per share totaling $270,900, and the proceeds before expenses are shown as $1.12 per share totaling $3,599,100. The filing lists common shares outstanding at various points: 126,683,845, 127,894,248, and 130,828,731. A historical net tangible book value per share is disclosed as $(1.27). The company notes anticipated capitalization changes from the conversion of secured convertible promissory notes, conversion of Series B preferred stock, and potential exercise of 2,270,672 options (weighted average exercise price $1.22) and 238,594 warrants (weighted average exercise price $19.02). The filing also states that Scienture, LLC relies on third‑party CMOs for all manufacturing and does not own manufacturing facilities.

Scienture Holdings, Inc. (f/k/a TRxADE Health) reported a weak operating quarter with minimal revenue and mounting losses while consolidating a major acquisition. Total assets were $104.3 million, driven primarily by $76.4 million of acquired product technology intangibles and $21.37 million of goodwill from the July 25, 2024 Scienture acquisition. One product, SCN-102, received regulatory approval in March 2025 and commercialization is projected to begin in 2025.

Operating results show revenues of $10,258 for the six months ended June 30, 2025 and a net loss from continuing operations of $9.78 million for the same period (quarter loss $6.72 million). Cash on hand was $15,391 at June 30, 2025 and the company discloses substantial doubt about its ability to continue as a going concern. The company completed divestitures of legacy subsidiaries for a $5.0 million promissory note and maintains convertible debentures and a derivative liability related to a $3.33 million Arena financing.

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.