Scienture Holdings Files S-1 with SEC
Ticker: SCNX · Form: S-1 · Filed: Dec 3, 2024 · CIK: 1382574
| Field | Detail |
|---|---|
| Company | Scienture Holdings, Inc. (SCNX) |
| Form Type | S-1 |
| Filed Date | Dec 3, 2024 |
| Risk Level | medium |
| Pages | 15 |
| Reading Time | 18 min |
| Key Dollar Amounts | $0, $50,000,000, $3,000,000, $7.72, $1.235 b |
| Sentiment | neutral |
Sentiment: neutral
Topics: sec-filing, s-1, ipo-intent, corporate-action
TL;DR
Scienture Holdings (fka TRxADE HEALTH) just filed an S-1. IPO or big move incoming.
AI Summary
Scienture Holdings, Inc. filed an S-1 registration statement with the SEC on December 3, 2024. The company, formerly known as TRxADE HEALTH, INC., is incorporated in Delaware and has its principal executive offices in Tampa, Florida. This filing indicates a move towards public offering or significant corporate action.
Why It Matters
This S-1 filing is a crucial step for Scienture Holdings, Inc. as it signals their intent to become a publicly traded company or undergo a significant corporate restructuring, impacting potential investors and the market.
Risk Assessment
Risk Level: medium — As an S-1 filing, it represents a company preparing for public markets, which inherently carries risks related to market volatility, regulatory scrutiny, and business execution.
Key Numbers
- 333-283591 — SEC File Number (Identifies the specific registration statement with the SEC.)
- 0001382574 — Central Index Key (Unique identifier for the company in the SEC EDGAR system.)
Key Players & Entities
- Scienture Holdings, Inc. (company) — Registrant
- TRxADE HEALTH, INC. (company) — Former Company Name
- Surendra Ajjarapu (person) — Chief Executive Officer
- December 3, 2024 (date) — Filing Date
- Delaware (jurisdiction) — State of Incorporation
- Tampa, Florida (location) — Principal Executive Offices
FAQ
What is the primary purpose of this S-1 filing for Scienture Holdings, Inc.?
The S-1 filing is a registration statement required by the SEC for companies intending to offer securities to the public, indicating potential for an IPO or other public offering.
What were Scienture Holdings, Inc.'s previous names?
Scienture Holdings, Inc. was formerly known as TRxADE HEALTH, INC., TRXADE GROUP, INC., and XCELLINK INTERNATIONAL INC.
When was this S-1 filing submitted to the SEC?
The S-1 filing was submitted to the SEC on December 3, 2024.
Where are Scienture Holdings, Inc.'s principal executive offices located?
The principal executive offices of Scienture Holdings, Inc. are located at 6308 Benjamin Rd, Suite 708, Tampa, Florida 33634.
Who is the Chief Executive Officer of Scienture Holdings, Inc. mentioned in the filing?
Surendra Ajjarapu is listed as the Chief Executive Officer of Scienture Holdings, Inc.
Filing Stats: 4,487 words · 18 min read · ~15 pages · Grade level 15.8 · Accepted 2024-12-04 10:41:01
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
- $7.72 — stock on Nasdaq on December 2, 2024 was $7.72 per share. We urge prospective purchase
- $1.235 b — total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to
- $700 million — eld by non-affiliates equals or exceeds $700 million as of the last business day of the prec
- $1.0 billion — date on which we have issued more than $1.0 billion in non-convertible debt securities duri
- $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
- $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 — ”) 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&rd
Filing Documents
- forms-1.htm (S-1) — 499KB
- ex5-1.htm (EX-5.1) — 26KB
- ex10-7.htm (EX-10.7) — 24KB
- ex21-1.htm (EX-21.1) — 5KB
- ex23-1.htm (EX-23.1) — 4KB
- ex23-2.htm (EX-23.2) — 4KB
- ex23-3.htm (EX-23.3) — 4KB
- ex107.htm (EX-FILING FEES) — 31KB
- forms-1_001.jpg (GRAPHIC) — 14KB
- ex5-1_001.jpg (GRAPHIC) — 3KB
- ex10-7_001.jpg (GRAPHIC) — 789KB
- ex10-7_002.jpg (GRAPHIC) — 347KB
- ex10-7_003.jpg (GRAPHIC) — 692KB
- ex10-7_004.jpg (GRAPHIC) — 700KB
- ex10-7_005.jpg (GRAPHIC) — 895KB
- ex10-7_006.jpg (GRAPHIC) — 681KB
- ex10-7_007.jpg (GRAPHIC) — 669KB
- ex10-7_008.jpg (GRAPHIC) — 793KB
- ex10-7_009.jpg (GRAPHIC) — 533KB
- ex10-7_010.jpg (GRAPHIC) — 1067KB
- ex10-7_011.jpg (GRAPHIC) — 908KB
- ex10-7_012.jpg (GRAPHIC) — 881KB
- ex10-7_013.jpg (GRAPHIC) — 836KB
- ex10-7_014.jpg (GRAPHIC) — 699KB
- ex10-7_015.jpg (GRAPHIC) — 697KB
- ex10-7_016.jpg (GRAPHIC) — 962KB
- ex10-7_017.jpg (GRAPHIC) — 827KB
- ex10-7_018.jpg (GRAPHIC) — 839KB
- ex10-7_019.jpg (GRAPHIC) — 751KB
- ex10-7_020.jpg (GRAPHIC) — 935KB
- ex10-7_021.jpg (GRAPHIC) — 551KB
- ex10-7_022.jpg (GRAPHIC) — 855KB
- ex10-7_023.jpg (GRAPHIC) — 857KB
- ex10-7_024.jpg (GRAPHIC) — 718KB
- ex10-7_025.jpg (GRAPHIC) — 823KB
- ex10-7_026.jpg (GRAPHIC) — 917KB
- ex10-7_027.jpg (GRAPHIC) — 786KB
- ex10-7_028.jpg (GRAPHIC) — 661KB
- ex10-7_029.jpg (GRAPHIC) — 602KB
- ex23-1_001.jpg (GRAPHIC) — 16KB
- ex23-1_002.jpg (GRAPHIC) — 16KB
- ex23-2_001.jpg (GRAPHIC) — 21KB
- ex23-2_002.jpg (GRAPHIC) — 68KB
- 0001493152-24-048525.txt ( ) — 31461KB
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 PLAN OF DISTRIBUTION 16
DESCRIPTION OF CAPITAL STOCK
DESCRIPTION OF CAPITAL STOCK 17 LEGAL MATTERS 21 EXPERTS 21 INFORMATION INCORPORATED BY REFERENCE 21 WHERE YOU CAN FIND MORE INFORMATION 21 ii ABOUT THIS PROSPECTUS Scienture Holdings, Inc. and its consolidated subsidiaries are referred to herein as “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 important information into thi
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”), which is a specialty pharmaceutical company focused on developing and commercializing products for the treatment of central nervous system and cardiovascular diseases. Scienture 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’s assets in development are across therapeutics areas and indications and cater to different market segments. Scienture’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. On October 4, 2024, we entered into an Assig