SCNX 8-K
Scienture Holdings, Inc. (SCNX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry Into A Material Definitive Agreement.
On September 19, 2025, Scienture Holdings, Inc. (the “Company”) entered into an Equity Distribution Agreement (the “Agreement”) with Maxim Group LLC (the “Manager”) pursuant to which the Manager will act as the Company’s sole sales agent with respect to the offer and sale from time-to-time of shares of the Company’s common stock, par value $0.00001 per share, having an aggregate gross sales price of up to $9,200,000 (the “Shares”), which is based on the limitations of General Instruction I.B.6 of Form S-3. Sales of the Shares, if any, will be made by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 under the Securities Act of 1933, as amended (the “Act”), which includes sales made directly on The Nasdaq Capital Market LLC and such other sales as agreed upon by the Company and the Manager. Any Shares sold will be issued pursuant to a shelf registration statement on Form S-3 (File No. 333-289198) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”) on August 1, 2025, and declared effective by the SEC on August 8, 2025, the prospectus contained in the Registration Statement, and a prospectus supplement dated September 19, 2025.
The Company has agreed to pay the Manager a commission of 3.0% of the gross sales price of any Shares sold in the offering. The Company will also reimburse the Manager for certain specified expenses in connection with its services under the Agreement.
The Company may sell the Shares in amounts and at times to be determined by the Company from time to time subject to the terms and conditions of the Agreement but is not obligated to sell, and the Manager is not obligated to buy or sell, any Shares under the Agreement. No assurance can be given that the Company will sell any Shares under the Agreement, or, if it does, as to the price or amount of Shares that it sells or the dates when such sales will take place.
The Company or Manager may suspend or terminate the offering of Shares upon proper notice to the other party and subject to other conditions. The Manager will use its commercially reasonable efforts consistent with its normal sales and trading practices to place the Shares, subject to the terms of the Agreement. The Agreement will automatically terminate when the sale of the Shares reaches an aggregate offering amount equal to $9,200,000, or sooner if terminated as permitted therein.
The Company made certain customary representations, warranties, and covenants in the Agreement and also agreed to indemnify the Agent against certain liabilities, including liabilities under the Act. The Agreement is not intended to provide any other factual information about the Company. The representations, warranties, and covenants contained in the Agreement were made only for purposes of the Agreement, including the allocation of risk between the Company and the Manager, and as of specific dates, were solely for the benefit of the Company and the Manager, and may be subject to limitations agreed upon by the Company and the Manager, including being qualified by confidential disclosures exchanged between the Company and the Manager in connection with the execution of the Agreement.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Company is filing the opinion of its counsel, Dykema Gossett PLLC, relating to the legality of the issuance and sale of the Shares as Exhibit 5.1 hereto, which is incorporated herein by reference and into the Registration Statement.
This Current Report on Form 8-K, including the exhibits filed herewith, shall not constitute an offer to sell or the solicitation of an offer to buy any securities that may be sold pursuant to the Agreement, nor shall there be any sale of securities in any state in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 1.1 | Equity Distribution Agreement, dated September 19, 2025, with Maxim Group LLC. | |
| 5.1 | Opinion of Dykema Gossett PLLC. | |
| 23.1 | Consent of Dykema Gossett PLLC (included in the opinion filed as Exhibit 5.1). | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SCIENTURE HOLDINGS, INC. | ||
| By: | /s/ Dr. Narasimhan Mani | |
| Dr. Narasimhan Mani | ||
| Co-Chief Executive Officer | ||
| Date: September 23, 2025 | ||
Exhibit 1.1
Exhibit 5.1
 |
Dykema Gossett PLLC 111 E. Kilbourn Ave. Suite 1050 Milwaukee, WI 53202 www.dykema.com Tel: 414-488-7300 |
September 23, 2025
Board of Directors
Scienture Holdings, Inc.
20 Austin Blvd.
Commack, NY 11725
RE: Registration Statement on Form S-3 (File No. 333-289198)
Board of Directors:
We have acted as counsel to Scienture Holdings, Inc., a Delaware corporation (the “Company”), in connection with the Company’s filing with the U.S. Securities and Exchange Commission, pursuant to the Securities Act of 1933, as amended (the “Securities Act”), of the above-referenced Registration Statement on Form S-3 (as amended or supplemented, the “Registration Statement”), the base prospectus declared effective on August 8, 2025 (the “Base Prospectus”), and the prospectus supplement dated September 19, 2025 (the “Prospectus Supplement” and together with the Base Prospectus, the “Prospectus”) relating to the proposed offering by the Company of up to $9,200,000 shares of the Company’s common stock, par value $0.00001 per share (the “Shares”). We understand that the Shares are proposed to be offered and sold by the Company through Maxim Group LLC as sales agent (the “Manager”), pursuant to an Equity Distribution Agreement by and between the Manager and the Company (the “Sales Agreement”).
In our capacity as your counsel in connection with such registration, we are familiar with the proceedings taken and proposed to be taken by the Company in connection with the preparation and filing of the Registration Statement, the Base Prospectus, the Prospectus Supplement, the negotiation and execution of the Sales Agreement, and the authorization, issuance and sale of the Shares.
For purposes of this opinion letter, we have examined originals or copies, certified or otherwise, of such corporate records, organizational and governing documents, agreements, instruments, certificates of public officials or of officers or other representatives of the Company, the Registration Statement (including any exhibits thereto), and such other documents as we have deemed appropriate, relevant, or necessary as a basis for the opinions set forth below. We have also reviewed such questions of law as we have deemed necessary or appropriate. In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including by facsimile or other electronic transmission). As to all matters of fact, we have relied on the representations and statements of fact made in the documents so reviewed, and we have not independently established the facts so relied on. This opinion letter is given, and all statements herein are made, in the context of the foregoing.
This opinion is limited to the General Corporation Law of the State of Delaware (the “DGCL”) as currently in effect. We express no opinion herein as to any other statutes, rules or regulations (and in particular, we express no opinion as to any effect that such other statutes, rules or regulations may have on the opinions expressed herein).
Based on the foregoing we are of the opinion that, following (i) authorization by the Company’s Board of Directors (or a duly authorized pricing committee thereof within the limitations established by resolutions duly adopted by the Board of Directors) of the terms pursuant to which the Shares may be sold pursuant to the Sales Agreement, (ii) issuance of the Shares pursuant to placement instructions under the Sales Agreement, consistent with the terms authorized in the above-mentioned resolutions of the Board of Directors or a duly authorized pricing committee thereof, and (iii) receipt by the Company of the proceeds for the Shares sold pursuant to such terms and such placement instructions, the Shares will be duly authorized, and when the Shares have been issued and sold in the manner described in the Registration Statement, the Prospectus Supplement, and the Sales Agreement, the Shares will be validly issued, fully paid and non-assessable.
This opinion letter has been prepared for use in connection with the filing by the Company of a Current Report on Form 8-K relating to the offer and sale of the Shares, which Form 8-K will be incorporated by reference into the Registration Statement and Prospectus, and speaks as of the date hereof. We assume no obligation to advise you of any changes in the foregoing subsequent to the delivery of this letter.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the above-described Form 8-K and to the reference to this firm under the caption “Legal Matters” in the Prospectus constituting a part of the Registration Statement. In giving this consent, we do not thereby admit that we are an “expert” within the meaning of the Securities Act.
Very truly yours,
/s/ Dykema Gossett PLLC
Dykema Gossett PLLC