SCNX 10-Q

Scienture Holdings, Inc. (SCNX)

10-Q 2024-08-09 For: 2024-06-30

View Original

Added on April 10, 2026

Delaware		46-3673928
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

6308 Benjamin Rd, Suite 708 Tampa, Florida		33634
(Address of principal executive offices)		(Zip code)

Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☒

Emerging growth company	☒

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	3

PART I: FINANCIAL INFORMATION	4

ITEM 1. FINANCIAL STATEMENTS	4

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	26

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	34

ITEM 4. CONTROLS AND PROCEDURES	34

PART II. OTHER INFORMATION	36

ITEM 1. LEGAL PROCEEDINGS	36

ITEM 1A. RISK FACTORS	36

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	37

ITEM 3. DEFAULTS UPON SENIOR SECURITIES	37

ITEM 4. MINE SAFETY DISCLOSURES	37

ITEM 5. OTHER INFORMATION	37

ITEM 6. EXHIBITS	38

	●	Our limited amount of cash;
	●	The negative effect on our business and our ability to raise capital that is created by the fact that there is a substantial doubt about our ability to continue as a going concern;
	●	Risks of our operations not being profitable;
	●	Claims relating to alleged violations of intellectual property rights of others;
	●	Technical problems with our websites;
	●	Cybersecurity risks
	●	Risks relating to implementing our acquisition strategies, and, risks related to our ability to integrate the business operations of businesses that we acquire from time to time;
	●	Negative effects on our operations associated with the opioid pain medication health crisis;
	●	Regulatory and licensing requirement risks;
	●	Risks related to changes in the U.S. healthcare environment;
	●	The status of our information systems, facilities and distribution networks;
	●	Risks associated with the operations of our more established competitors;
	●	Political uncertainty;
	●	Healthcare fraud;
	●	The potential impact of some future pandemic;
	●	Inflation, rising interest rates, governmental responses thereto and possible recessions caused thereby.
	●	Changes in laws relating to our operations;
	●	Privacy laws;
	●	System errors;
	●	Dependence on current management;
	●	Our growth strategy;
	●	Risks related to the disruption of management’s attention from ongoing business operations due to pursuit of requirements related to being a listed company; and
	●	Other factors discussed in this Quarterly Report on Form 10-Q and in Part I, Item 1A. “Risk Factors” in Part I, Item 1A. “Risk Factors” and Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Form 10-K for the year ended December 31, 2023.

	June 30,			December 31,
	2024			2023
ASSETS
Current assets:
Cash	$	7,719,993		$	314
Accounts receivable, net		13,091			-
Inventory		6,439			968
Prepaid expenses		797,383			50,724
Notes receivable, related party		1,300,000			1,300,000
Other receivables		2,230,797			1,224,702
Deferred offering costs		69,444			-
Current assets of discontinued operations		7,297			176,355
Total current assets		12,144,444			2,753,063
Property, plant and equipment, net		6,500			7,500
Deposits		22,039			10,531
Investments		2,500,000			-
Operating lease right-of-use assets		175,550			191,216
Noncurrent assets of discontinued operations		-			9,570,603
Total assets	$	14,848,533		$	12,532,913

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	726,266		$	1,463,014
Accrued liabilities		500,454			160,214
Other current liabilities		5,441			67,831
Contingent funding liabilities		-			1,246,346
Lease liability, current		32,608			32,595
Warrant liability		1,631,974			736,953
Current liabilities of discontinued operations		5,346			7,849,402
Total current liabilities		2,902,089			11,556,355
Lease liability, net of current portion		160,996			176,909
Noncurrent liabilities of discontinued operations		-			257,296
Total liabilities		3,063,085			11,990,560

Commitments and contingencies (Note 16)		-			-

Stockholders’ equity (deficit):
Series A preferred stock, $0.00001 par value; 9,211,246 shares authorized; none issued and outstanding as of both June 30, 2024 and December 31, 2023		-			-
Series B preferred stock, $0.00001 par value; 787,754 shares authorized; 15,759 shares issued and outstanding as of both June 30, 2024 and December 31, 2023		-			-
Series C preferred stock, $0.00001 par value; 1,000 shares authorized; 290 shares issued and outstanding as of both June 30, 2024 and December 31, 2023		-			-
Preferred stock, value		-			-
Common stock, $0.00001 par value; 100,000,000 shares authorized; 1,406,348 and 905,008 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively		14			9
Additional paid-in capital		38,290,315			33,788,284
Accumulated deficit		(26,504,881	)		(33,245,940	)
Total stockholders’ equity		11,785,448			542,353
Total liabilities and stockholders’ equity	$	14,848,533		$	12,532,913

	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Subsidiaries			Equity
	Series B				Series C				Common				Additional					Non-controlling			Total
	Preferred Stock				Preferred Stock				Stock				Paid-in		Accumulated			Interests in			Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Subsidiaries			Equity
Balances at December 31, 2022		-	$	-		-	$	-		626,247	$	6	$	20,482,666	$	(19,719,536	)	$	(420,269	)	$	342,867
Common stock issued for services		-		-		-		-		14,362		-		63,486		-			-			63,486
Disposition of assets, related party		-		-		-		-		-		-		-		492,030			420,269			912,299
Warrants exercised for cash		-		-		-		-		40,116		1		6		-			-			7
Options expense		-		-		-		-		-		-		14,434		-			-			14,434
Net loss		-		-		-		-		-		-		-		(677,954	)		-			(677,953	)
Balances at March 31, 2023		-		-		-		-		680,725		7		20,560,592		(19,905,459	)		-			655,140
Common stock issued for services		-		-		-		-		-		-		15,813		-			-			15,813
Warrants exercised for cash		-		-		-		-		1,795		-		1,615		-			-			1,615
Options expense		-		-		-		-		-		-		7,783		-			-			7,783
Net loss		-		-		-		-		-		-		-		(1,974,878	)		-			(1,974,878	)
Balances at June 30, 2023		-	$	-		-	$	-		682,520	$	7	$	20,585,803	$	(21,880,337	)	$	-		$	(1,294,527	)

Balances at December 31, 2023		15,759	$	-		290	$	-		905,008	$	9	$	33,788,284		(33,245,940	)	$	-		$	542,353
Cash dividends paid ($8 per share)		-		-		-		-		-		-		-		(12,671,072	)		-			(12,671,072	)
Common stock issued for services		-		-		-		-		470,482		5		4,450,914		-			-			4,450,919
Options exercised for cash		-		-		-		-		2,371		-		9,840		-			-			9,840
Warrants exercised for cash		-		-		-		-		28,487		-		16,567		-			-			16,567
Options expense		-		-		-		-		-		-		24,266		-			-			24,266
Net income		-		-		-		-		-		-		-		21,246,033			-			21,246,033
Balances at March 31, 2024		15,759		-		290		-		1,406,348		14		38,289,871		(24,670,979	)		-			13,618,906
Balance		15,759		-		290		-		1,406,348		14		38,289,871		(24,670,979	)		-			13,618,906
Options expense		-		-		-		-		-		-		444		-			-			444
Net loss		-		-		-		-		-		-		-		(1,833,902	)		-			(1,833,902	)
Net income (loss)		-		-		-		-		-		-		-		(1,833,902	)		-			(1,833,902	)
Balances at June 30, 2024		15,759	$	-		290	$	-		1,406,348	$	14	$	38,290,315	$	(26,504,881	)	$	-		$	11,785,448
Balance		15,759	$	-		290	$	-		1,406,348	$	14	$	38,290,315	$	(26,504,881	)	$	-		$	11,785,448

	2024			2023
	Six Months Ended
	June 30,
	2024			2023
Cash flows from operating activities:
Net loss from continuing operations	$	(8,258,163	)	$	(3,340,976	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		1,000			5,643
Change in fair value of warrant liability		895,021			1,368,628
Options expense		24,710			22,217
Common stock issued for services		4,450,919			79,299
Amortization of right-of-use assets		15,666			100,197
Changes in operating assets and liabilities:
Accounts receivable, net		(13,091	)		(38,761	)
Prepaid expenses and deposits		(758,167	)		(3,766	)
Inventory		(5,471	)		(41,677	)
Other receivables		(1,006,095	)		-
Lease liability		(15,900	)		(95,915	)
Accounts payable		(736,748	)		180,926
Accrued liabilities		270,796			(219,853	)
Current liabilities		(62,390	)		724,561
Net cash used in operating activities from continuing operations		(5,197,913	)		(1,259,477	)
Net cash (used in) provided by operating activities from discontinued operations		(769,805	)		656,512
Net cash used in operating activities		(5,967,718	)		(602,965	)
Cash flows from investing activities:
Investment in capitalized software		-			(138,875	)
Investment in securities		(2,500,000	)		-
Net cash used in investing activities from continuing operations		(2,500,000	)		(138,875	)
Net cash provided by investing activities from discontinued operations		29,931,815			420,269
Net cash provided by investing activities		27,431,815			281,394
Cash flows from financing activities:
Repayment of contingent liability		(1,246,346	)		(870,646	)
Cash dividends paid		(12,671,072	)		-
Proceeds from sale of future revenue		-			825,000
Proceeds from exercise of warrants		16,567			1,622
Proceeds from exercise of options		9,840			-
Net cash used in financing activities from continuing operations		(13,891,011	)		(44,024	)
Net cash used in financing activities from discontinued operations		(5,000	)		-
Net cash used in financing activities		(13,896,011	)		(44,024	)
Net change in cash		7,568,086			(365,595	)
Cash at beginning of period		151,907			1,111,156
Cash at end of period	$	7,719,993		$	745,561

Supplemental disclosure of cash flow information:
Cash paid for interest	$	-		$	243,126
Cash paid for taxes	$	-		$	-

Non-Cash Transactions
Insurance premium financed	$	198,245		$	306,152
Deferred offering costs included in accrued expenses	$	69,444		$	-
Note issued as SOSRx contribution	$	-		$	500,000
Disposition of assets, related party	$	-		$	492,030

	July 31, 2023
Purchase consideration:
Common Stock, at fair value	$	996,019
Series B Preferred Stock, at fair value		11,504,070
Total purchase consideration	$	12,500,089

Purchase price allocation:
Cash	$	5,546
Prepaid expenses		3,705
Inventory		122,792
Intangible assets, net		9,777,479
Goodwill		5,129,115
Assets acquired		15,038,637
Accounts payable and other current liabilities		(283,548	)
Purchase price payable		(350,000	)
Notes payable		(1,905,000	)
Liabilities assumed		(2,538,548	)
Net assets acquired	$	12,500,089

	September 27, 2023
Purchase consideration:
Promissory note	$	4,400,000
Total purchase consideration	$	4,400,000

Allocation of cost of assets acquired:
Inventory	$	4,168,830
Property and equipment		231,170
Assets acquired		4,400,000
Net assets acquired	$	4,400,000

	Alliance Pharma Solutions, LLC			Community Specialty Pharmacy, LLC
Cash	$	1,050		$	61,988
Accounts receivable, net		-			101,901
Inventory		-			123,230
Prepaid assets		-			525
Intangible assets and capitalized software, net		739,337			-
Accounts payable		(23,982	)		(231,876	)
Accrued liabilities		-			(10,182	)
Net assets sold	$	716,405		$	45,586


Cash received from MMS	$	22,660,182
		-
Other receivable from MMS		7,500,000
Total fair value of consideration received	$	30,160,182

Carrying amount of assets and liabilities
Cash	$	76,821
Accounts receivable, net		719,876
Prepaid expenses		55,397
Property, plant and equipment, net		45,655
Intangible assets, net
Operating lease right-of-use assets		12,277
Purchase price payable
Accounts payable		(347,000	)
Accrued liabilities		(5,269	)
Other current liabilities		(26,244	)
Lease liability, current		(1,556	)
Notes payable, current portion		(45,000	)
Lease liability, net of current portion		(10,720	)
Notes payable
Total carrying amount of assets and liabilities		474,236

Gain on disposition of business	$	29,685,946


Fair value of consideration received	$	1
Total fair value of consideration received	$	1

Carrying amount of assets and liabilities
Cash	$	151,546
Property, plant and equipment, net		223,080
Intangible assets, net		8,962,688
Operating lease right-of-use assets		325,995
Purchase price payable		(350,000	)
Accounts payable		(224,137	)
Accrued liabilities		(173,436	)
Notes payable, current portion		(6,480,000	)
Lease liability - current		(105,567	)
Lease liability - net of current portion		(221,428	)
Notes payable		(25,000	)
Total carrying amount of assets and liabilities		2,083,743

Loss on disposition of business	$	(2,083,742	)

	●	Resale of pharmaceutical products to pharmacies; and

	●	Revenues for our products are recognized and invoiced when the product is shipped to the customer.

	●	Transaction fees from the facilitation of buyer generated purchase orders to suppliers, billed monthly;

	●	Data service fees associated with providing vendors of pharmaceutical products with data analysis of their catalogues and branding of their products or company to the Company’s registered buyers, billed monthly or as a one-time fee; and

	●	Software-as-a-Service (“SaaS”) fees for a platform for virtual healthcare provider visits, billed monthly.

	Number Outstanding			Weighted Average Exercise Price		Contractual Life In Years		Intrinsic Value
Warrants outstanding as of December 31, 2023		218,729			19.62		3.95		-
Warrants granted		-			-		-		-
Warrants forfeited, expired, cancelled		-			-		-		-
Warrants exercised		(28,487	)		7.14		-		-
Warrants outstanding as of June 30, 2024		190,242			21.48		3.34		141,926
Warrants exercisable as of June 30, 2024		190,242			21.48		3.34		141,926

	2024			2023			2024			2023
	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2024			2023			2024			2023
Revenues	$	18,699		$	366,526		$	18,699		$	842,882
Cost of sales		19,402			299,387			19,402			719,484
Gross (loss) profit		(703	)		67,139			(703	)		123,398

Operating expenses:
Wage and salary expense		312,049			156,300			534,644			337,893
Professional fees		509,136			188,343			688,689			324,297
Accounting and legal expense		171,708			124,799			510,755			373,015
Technology expense		86,674			27,579			138,289			52,875
General and administrative		415,421			169,900			5,115,582			416,494
Total operating expenses		1,494,988			666,921			6,987,959			1,504,574
Operating loss		(1,495,691	)		(599,782	)		(6,988,662	)		(1,381,176	)

Non-operating income (expense):
Change in fair value of warrant liability		(165,132	)		(1,448,519	)		(895,021	)		(1,368,628	)
Interest income		41,031			-			103,952			4,198
Loss on disposal of asset		-			-			(374,968	)		(352,244	)
Interest expense		(4,949	)		(180,734	)		(103,464	)		(243,126	)
Total non-operating expense		(129,050	)		(1,629,253	)		(1,269,501	)		(1,959,800	)
Net loss from continuing operations		(1,624,741	)		(2,229,035	)		(8,258,163	)		(3,340,976	)
Net (loss) income from discontinued operations		(209,161	)		254,157			27,670,294			688,145
Net (loss) income	$	(1,833,902	)	$	(1,974,878	)	$	19,412,131		$	(2,652,831	)

Net loss per common share from continuing operations
Basic	$	(1.16	)	$	(3.27	)	$	(6.75	)	$	(4.95	)
Diluted	$	(1.16	)	$	(3.27	)	$	(6.75	)	$	(4.95	)
Net (loss) income per common share from discontinued operations
Basic	$	(0.15	)	$	0.37		$	22.60		$	1.02
Diluted	$	(0.15	)	$	0.37		$	19.02		$	1.02
Net (loss) income per common share
Basic	$	(1.30	)	$	(2.90	)	$	15.86		$	(3.93	)
Diluted	$	(1.30	)	$	(2.90	)	$	13.35		$	(3.93	)
Weighted average common shares outstanding
Basic		1,406,348			681,199			1,224,337			675,143
Diluted		1,406,348			681,199			1,454,558			675,143

	2024			2023			2024			2023
	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2024			2023			2024			2023
Numerator:
Net loss from continuing operations	$	(1,624,741	)	$	(2,229,035	)	$	(8,258,163	)	$	(3,340,976	)
Net (loss) income on discontinued operations		(209,161	)		254,157			27,670,294			688,145
Net (loss) income	$	(1,833,902	)	$	(1,974,878	)	$	19,412,131		$	(2,652,831	)
Denominator:
Denominator for EPS – weighted average shares
Basic		1,406,348			681,199			1,224,337			675,143
Diluted		1,406,348			681,199			1,454,558			675,143
Net loss per common share from continuing operations
Basic	$	(1.16	)	$	(3.27	)	$	(6.75	)	$	(4.95	)
Diluted	$	(1.16	)	$	(3.27	)	$	(6.75	)	$	(4.95	)
Net loss per common share from discontinued operations
Basic	$	(0.15	)	$	0.37		$	22.60		$	1.02
Diluted	$	(0.15	)	$	0.37		$	19.02		$	1.02
Net (loss) income per common share
Basic	$	(1.30	)	$	(2.90	)	$	15.86		$	(3.93	)
Diluted	$	(1.30	)	$	(2.90	)	$	13.35		$	(3.93	)

	Number Outstanding			Weighted- Average Exercise Price		Weighted- Average Contractual Life in Years		Intrinsic Value
Options outstanding as of December 31, 2023		26,229		$	43.04		3.70	$	-
Options exercisable as of December 31, 2023		16,141			60.75		3.64		-
Options granted		-			-		-		-
Options adjusted		72			-		-		-
Options expired		-			-		-		-
Options exercised		(2,371	)		53.29		3.32		-
Options outstanding as of June 30, 2024		23,930			40.78		3.18		46,125
Options exercisable as of June 30, 2024		23,930			42.16		2.28		46,125

	Lease 1			Lease 2			Lease 3
Initial lease term		January 2021 to December 2021			October 2018 to November 2023			October 2023 to September 2026
New initial lease term		January 2022 to December 2026			November 2023 to October 2028
Initial recognition of right of use assets at January 1, 2019	$	534,140		$	313,301		$	-
New initial recognition of right of use assets at December 31, 2021	$	977,220		$	-		$	-
New initial recognition of right of use assets at December 31, 2023	$	-		$	-		$	351,581
Incremental borrowing rate		10	%		10	%		10	%

Future lease obligations
2024 remaining	$	26,174
2025		53,652
2026		55,261
2027		56,919
2028		48,612
Total minimum lease payments		240,618
Less: effect of discounting		(47,014	)
Present value of future minimum lease payments		193,604
Less: current obligation under lease		32,608
Long-term lease obligations	$	160,996

	●	IPS - Integra Pharma, LLC - Licensed wholesaler of brand, generic and non-drug products – B2B sales
	●	Unallocated - Other – corporate overhead expense and discontinued operations.

Three Months Ended June 30, 2024	Integra			Unallocated			Total
Revenue	$	18,699		$	-		$	18,699
Gross Profit		(703	)		-			(703	)
Segment Assets		9,477,347			5,371,187			14,848,533
Segment Profit/Loss		(346,431	)		(1,487,471	)		(1,833,902	)
Cost of Sales	$	19,402		$	-		$	19,402

Three Months Ended June 30, 2023	Integra			Unallocated			Total
Revenue	$	366,526		$	-		$	366,526
Gross Profit		67,139			-			67,139
Segment Assets		343,873			5,328,587			5,672,460
Segment Profit/Loss		(103,219	)		(1,871,659	)		(1,974,878	)
Cost of Sales	$	299,387		$	306,962		$	606,349

Six Months Ended June 30, 2024	Integra			Unallocated		Total
Revenue	$	18,699		$	-	$	18,699
Gross Profit		(703	)		-		(703	)
Segment Assets		9,477,347			5,371,187		14,848,533
Segment Profit/Loss		(585,086	)		19,997,217		19,412,131
Cost of Sales	$	19,402		$	-	$	19,402

Six Months Ended June 30, 2023	Integra			Unallocated			Total
Revenue	$	842,882		$	-		$	842,882
Gross Profit		123,398			-			123,398
Segment Assets		343,873			5,328,587			5,672,460
Segment Profit/Loss		(208,086	)		(2,444,746	)		(2,652,831	)
Cost of Sales	$	719,484		$	577,535		$	1,297,019

	●	“Exchange Act” refers to the Securities Exchange Act of 1934, as amended;
	●	“Securities Act” refers to the Securities Act of 1933, as amended.

	●	*Company Overview*. Discussion of our business and overall analysis of financial and other highlights affecting us, to provide context for the remainder of MD&A.
	●	*Recent Events*. Summary of material transactions occurring during the three and six months ended June 30, 2024.
	●	*Liquidity and Capital Resources*. An analysis of changes in our consolidated balance sheets and cash flows and discussion of our financial condition.
	●	*Results of Operations*. An analysis of our financial results comparing the three and six months ended June 30, 2024, and 2023.
	●	*Critical Accounting Policies*. Accounting estimates that we believe are important to understanding the assumptions and judgments incorporated in our reported financial results and forecasts.

	June 30,		December 31,						Percent
	2024		2023			Change			Change
Cash	$	7,719,993	$	314		$	7,719,679			2,458,496	%
Current assets (excluding cash)	$	4,424,451	$	2,752,749		$	1,671,702			61	%
Current liabilities	$	2,902,089	$	11,556,355		$	(8,654,266	)		-75	%
Working capital	$	9,242,355	$	(8,803,292	)	$	18,045,647			-205	%

Projected Expenses from July 2024 to June 2025	Amount
General and administrative (1)	$	4,800,000
Total	$	4,800,000

Exhibit No.		Description
31.1*		Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

	TRxADE HEALTH, INC.

	By:	/s/ Suren Ajjarapu
		Suren Ajjarapu
		Chief Executive Officer (Principal Executive Officer)

		Date: August 9, 2024

	By:	/s/ Prashant Patel
		Prashant Patel
		Interim Chief Financial Officer (Principal Accounting/Financial Officer)

		Date: August 9, 2024