Scienture Holdings Inc. Files S-1/A Amendment

TL;DR

Scienture Holdings (SCNX) filed an S-1/A, check for updates on their pharma biz.

AI Summary

Scienture Holdings, Inc. (formerly TRxADE HEALTH, INC.) filed an S-1/A on February 6, 2025. The company, operating in the Pharmaceutical Preparations sector (SIC 2834), is incorporated in Delaware with its principal business address in Lutz, Florida. This filing is an amendment to a previous registration, indicating ongoing or updated disclosures related to its securities.

Why It Matters

This S-1/A filing provides updated information for investors and the market regarding Scienture Holdings, Inc.'s financial status and corporate actions, which could influence investment decisions.

Risk Assessment

Risk Level: medium — S-1/A filings often indicate a company is seeking to raise capital or is undergoing significant corporate changes, which inherently carries risk.

Key Numbers

• 20250206 — Filing Date (The date the S-1/A amendment was filed with the SEC.)
• 333-283591 — SEC File Number (The specific SEC file number associated with this registration.)

Key Players & Entities

• Scienture Holdings, Inc. (company) — Filer of the S-1/A
• TRxADE HEALTH, INC. (company) — Former name of Scienture Holdings, Inc.
• 20250206 (date) — Filing date of the S-1/A
• 333-283591 (filing_number) — SEC file number for the registration
• 2834 (sic_code) — Standard Industrial Classification for Pharmaceutical Preparations

FAQ

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
• $3.55 — tock on Nasdaq on February 4, 2025, was $3.55 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; 5 (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

Filing Documents

• forms-1a.htm (S-1/A) — 2363KB
• forms-1a_001.jpg (GRAPHIC) — 14KB
• forms-1a_02.jpg (GRAPHIC) — 98KB
• forms-1a_003.jpg (GRAPHIC) — 837KB
• forms-1a_004.jpg (GRAPHIC) — 582KB
• forms-1a_005.jpg (GRAPHIC) — 151KB
• 0001493152-25-005101.txt ( ) — 10883KB
• scnx-20240630.xsd (EX-101.SCH) — 33KB
• scnx-20240630_cal.xml (EX-101.CAL) — 48KB
• scnx-20240630_def.xml (EX-101.DEF) — 293KB
• scnx-20240630_lab.xml (EX-101.LAB) — 252KB
• scnx-20240630_pre.xml (EX-101.PRE) — 287KB
• forms-1a_htm.xml (XML) — 954KB

USE OF PROCEEDS

USE OF PROCEEDS 44 SELLING STOCKHOLDERS 44 DESCRIPTION OF ELOC PURCHASE AGREEMENT 45

DESCRIPTION OF SECURITIES PURCHASE AGREEMENT

DESCRIPTION OF SECURITIES PURCHASE AGREEMENT 48 DESCRIPTION OF BUSINESS 49 PLAN OF DISTRIBUTION 77

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 78

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 82 DIRECTOR COMPENSATION 87 CHANGE IN AUDITOR 89 LEGAL MATTERS 90 EXPERTS 90 INFORMATION INCORPORATED BY REFERENCE 90 WHERE YOU CAN FIND MORE INFORMATION 90 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 (

View Full Filing

View this S-1/A filing on SEC EDGAR