Scienture Holdings, Inc. Files S-1/A Update

Ticker: SCNX · Form: S-1/A · Filed: Jan 14, 2025 · CIK: 1382574

Scienture Holdings, Inc. S-1/A Filing Summary
FieldDetail
CompanyScienture Holdings, Inc. (SCNX)
Form TypeS-1/A
Filed DateJan 14, 2025
Risk Levelmedium
Pages15
Reading Time18 min
Key Dollar Amounts$0, $50,000,000, $3,000,000, $5.07, $250 million
Sentimentneutral

Sentiment: neutral

Topics: registration-statement, amendment, pharmaceuticals

Related Tickers: SCNX

TL;DR

Scienture Holdings (fka TRxADE HEALTH) filed an S-1/A. Keep an eye on this.

AI Summary

Scienture Holdings, Inc. filed an S-1/A on January 14, 2025, to update its registration statement. The company, formerly known as TRxADE HEALTH, INC., is in the pharmaceutical preparations industry and is incorporated in Delaware. Its business address is in Lutz, Florida.

Why It Matters

This filing indicates ongoing regulatory activity for Scienture Holdings, Inc., which could impact its future stock offerings and financial reporting.

Risk Assessment

Risk Level: medium — S-1/A filings are updates to registration statements, often related to stock offerings, which can carry inherent market and regulatory risks.

Key Numbers

  • 333-283591 — SEC File Number (Identifies the specific SEC registration)
  • 25527714 — Film Number (Internal SEC processing number)

Key Players & Entities

  • Scienture Holdings, Inc. (company) — Filer of the S-1/A
  • TRxADE HEALTH, INC. (company) — Former name of Scienture Holdings, Inc.
  • 20250114 (date) — Filing date of the S-1/A
  • 2834 (industry_code) — Standard Industrial Classification for Pharmaceutical Preparations
  • DE (state) — State of incorporation
  • FL (state) — State of business address

FAQ

What is the primary purpose of this S-1/A filing for Scienture Holdings, Inc.?

The S-1/A filing is an amendment to a registration statement, typically used to update information or provide details for a securities offering.

When was this S-1/A filing submitted to the SEC?

The filing was submitted on January 14, 2025.

What was Scienture Holdings, Inc. previously known as?

Scienture Holdings, Inc. was formerly known as TRxADE HEALTH, INC., with previous name changes also including TRXADE GROUP, INC. and XCELLINK INTERNATIONAL INC.

In which industry sector does Scienture Holdings, Inc. operate?

Scienture Holdings, Inc. operates in the Pharmaceutical Preparations sector, indicated by its SIC code 2834.

Where is Scienture Holdings, Inc. based?

The company's business and mailing address is located at 2420 Brunello Trace, Lutz, FL 33558.

Filing Stats: 4,608 words · 18 min read · ~15 pages · Grade level 15.4 · Accepted 2025-01-14 06:34:00

Key Financial Figures

  • $0 — 0,000 shares of common stock, par value $0.00001, of Scienture Holdings, Inc. (f/k
  • $50,000,000 — kholders. However, we may receive up to $50,000,000 in aggregate gross proceeds under the E
  • $3,000,000 — ment and we have received approximately $3,000,000 of gross proceeds in connection with th
  • $5.07 — stock on Nasdaq on January 8, 2025 was $5.07 per share. We urge prospective purchase
  • $250 million — on stock held by non-affiliates exceeds $250 million as of the last business day of that yea
  • $100 million — er, or (2) our annual revenues exceeded $100 million during such completed fiscal year and t
  • $700 million — eld by non-affiliates equals or exceeds $700 million as of the last business day of that yea
  • $20,000,000 — ly preceding an Advance Notice, or (ii) $20,000,000; 3 (b) if the Advance Notice is rec
  • $10,000,000 — ly preceding an Advance Notice, or (ii) $10,000,000; (c) if the Advance Notice is receive
  • $5,000,000 — ly preceding an Advance Notice, or (ii) $5,000,000; and (d) if the Advance Notice is rec
  • $2,500,000 — ly preceding an Advance Notice, or (ii) $2,500,000. The purchase price to be paid by Are
  • $12,222,222 m — ntures") in a principal amount of up to $12,222,222 million, divided into up to three separat
  • $3,333,333 — res in an aggregate principal amount of $3,333,333 (the "First Closing Debentures"). The F

Filing Documents

USE OF PROCEEDS

USE OF PROCEEDS 12 SELLING STOCKHOLDERS 12 DESCRIPTION OF ELOC PURCHASE AGREEMENT 13

DESCRIPTION OF SECURITIES PURCHASE AGREEMENT

DESCRIPTION OF SECURITIES PURCHASE AGREEMENT 16 DESCRIPTION OF BUSINESS 17 PLAN OF DISTRIBUTION 45

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 46

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 50 DIRECTOR COMPENSATION 55 CHANGE IN AUDITOR 57 LEGAL MATTERS 58 EXPERTS 58 INFORMATION INCORPORATED BY REFERENCE 58 WHERE YOU CAN FIND MORE INFORMATION 58 INDEX TO FINANCIAL INFORMATION F-1 ii ABOUT THIS PROSPECTUS Scienture Holdings, Inc. and its consolidated subsidiaries are referred to herein as "Scienture," "the Company," "we," "us" and "our," unless the context indicates otherwise. This prospectus is part of a registration statement on Form S-1 that we filed with the U.S. Securities and Exchange Commission (the "SEC") pursuant to which the Selling Stockholders may, from time to time, offer and sell or otherwise dispose of the shares of our common stock covered by this prospectus. We will not receive any proceeds from the sale by the Selling Stockholders of the shares offered by them described in this prospectus. We may also file a prospectus supplement or post-effective amendment to the registration statement of which this prospectus forms a part that may contain material information relating to this offering. The prospectus supplement or post-effective amendment may also add, update or change information contained in this prospectus. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement or post-effective amendment, you should rely on the prospectus supplement or post-effective amendment, as applicable. The registration statement we filed with the SEC, of which this prospectus forms a part, includes exhibits that provide more detail of the matters discussed in this prospectus. You should read this prospectus, any post-effective amendment, and any applicable prospectus supplement and the related exhibits filed with the SEC before making your investment decision. The registration statement and the exhibits can be obtained from the SEC, as indicated under the section entitled " Where You Can Find More Information ." We incorporate by reference impor

financial statements, and the exhibits to the registration statement of which this prospectus is a part

financial statements, and the exhibits to the registration statement of which this prospectus is a part. Company Overview We historically focused on health services IT assets and operations aimed at digitalizing the retail pharmacy experience via an online pharmaceutical marketplace. Our legacy operations are currently conducted through Integra Pharma Solutions, LLC ("IPS"), which is a licensed pharmaceutical wholesaler and sells brand, generic and non-drug products to customers. IPS' customers span various healthcare markets including government organizations, hospitals, clinics and independent pharmacies nationwide. On July 25, 2024, we acquired a wholly-owned subsidiary, Scienture, LLC (f/k/a Scienture, Inc.) ("Scienture LLC"), which is a specialty pharmaceutical company focused on developing and commercializing products for the treatment of central nervous system and cardiovascular diseases. Scienture LLC is developing a broad range of novel product candidates including new potential treatments for hypertension, migraine, pain and thrombosis and other related disorders. The intellectual property application process was initiated in November 2019 and the product development activities commenced in January 2020. Scienture LLC's assets in development are across therapeutics areas and indications and cater to different market segments. Scienture LLC's mission is to identify, develop and bring to market innovative technology-based products to address unmet medical needs. Its targeted portfolio consists of short term and long-term opportunities with efficient development, regulatory, and go to market strategies. On September 20, 2024, we changed the legal name of the Company from "TRxADE HEALTH, Inc." to "Scienture Holdings, Inc." As of September 30, 2024, we owned 100% of Softell Inc. (f/k/a Trxade Inc.), IPS, Bonum Health, LLC, Bonum Health Inc., and Scienture LLC. On October 4, 2024, we entered into an Assignment and Assumption of Membership Interests (

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