Scienture Holdings, Inc 10-Q for FY2025 Q2
Scienture Holdings, Inc. (SCNX)
About this 10-Q
Scienture Holdings, Inc filed this 10-Q on August 12, 2025, covering the quarter ended June 30, 2025 (FY2025 Q2).
Headline figures
Quarter ended June 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net loss
- $6.72M
- compared with a net loss of $1.83M a year earlier
- Diluted EPS
- -$0.48
- compared with -$1.30 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
For
the Quarterly Period Ended
OR
Commission
File Number:
(Exact name of registrant as specified in its charter)
| (State
or other jurisdiction of incorporation or organization) |
(I.R.S.
Employer Identification No.) |
| 33634 | ||
| (Address of principal executive offices) | (Zip code) |
(Registrant’s telephone number, including area code)
6308 Benjamin Rd, Suite 708
Tampa, Florida
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The
|
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
There were [] shares of the registrant’s common stock outstanding on August 12, 2025.
Scienture Holdings, Inc. formerly TRxADE HEALTH, INC.
FORM 10-Q
For the Quarter Ended June 30, 2025
TABLE OF CONTENTS
| 2 |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (“Report”), including without limitation, the section of this Report entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains forward-looking statements, within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995, regarding future events and the future results of Scienture Holdings, Inc. (f/k/a TRxADE Health, Inc.) (the “Company”) that are based on current expectations, estimates, forecasts, and projections about the industry in which the Company operates and the beliefs and assumptions of the management of the Company. Words such as “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” variations of such words, and similar expressions are intended to identify such forward-looking statements. These forward-looking statements are only predictions and are subject to risks, uncertainties and assumptions that are difficult to predict. These factors include, but are not limited to:
| ● | 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; | |
| ● | Our current lack of revenue generating operations, and risks of our operations not being profitable; | |
| ● | Claims relating to alleged violations of intellectual property rights of others; | |
| ● | 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; | |
| ● | Healthcare fraud; | |
| ● | Inflation, interest rate volatility, governmental responses thereto and macro economic concerns, including our ability to respond to such concerns; | |
| ● | Changes in laws relating to our operations; | |
| ● | Privacy laws; | |
| ● | System errors; | |
| ● | Dependence on current management; | |
| ● | Our growth strategy and ability to effectively manage our growth; | |
| ● | Our ability to maintain compliance with the continued listing standards of Nasdaq and for our common stock to remain listed on Nasdaq; and | |
| ● | Other factors discussed in this Report and our Annual Form 10-K for the year ended December 31, 2024. |
While forward-looking statements reflect our good faith beliefs, assumptions and expectations, they are not guarantees of future performance. The forward-looking statements speak only as of the date of this Report on Form 10-Q. Furthermore, we disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes. Moreover, because we operate in a very competitive and rapidly changing environment, new risk factors are likely to emerge from time to time. We caution investors not to place undue reliance on these forward-looking statements and urge you to carefully review the disclosures we make concerning risks in this Report and in our Annual Report on Form 10-K and other reports filed with the Securities and Exchange Commission (“SEC”). Readers of this Report should also read our other periodic filings made with the SEC and other publicly filed documents for further discussion regarding such factors.
| 3 |
PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Scienture Holdings, Inc. formerly TRxADE HEALTH, INC.
Condensed Consolidated Balance Sheets
As of June 30, 2025 and December 31, 2024
(Unaudited)
| June 30, 2025 | December 31, 2024 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Prepaid expenses | ||||||||
| Notes receivable - related party | ||||||||
| Other receivables | ||||||||
| Deferred offering costs | ||||||||
| Current assets of discontinued operations | ||||||||
| Total current assets | ||||||||
| Property, plant and equipment, net | ||||||||
| Deposits | ||||||||
| Notes receivable - related party | ||||||||
Interest receivable, related party | ||||||||
| Intangible assets, net | ||||||||
| Goodwill | ||||||||
| Operating lease right-of-use assets | ||||||||
| Deferred tax asset | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued liabilities | ||||||||
| Other current liabilities | ||||||||
| Loan payable, related party | ||||||||
| Convertible note, net of debt discount - current portion | ||||||||
| Operating lease liability - current | ||||||||
| Warrant liability | ||||||||
| Current liabilities of discontinued operations | ||||||||
| Total current liabilities | ||||||||
| Convertible notes, net of debt discount | ||||||||
| Derivative liability | ||||||||
| Operating lease liability - net of current portion | ||||||||
| Development agreement liability | ||||||||
| Deferred tax liability | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies (Note 15) | ||||||||
| Stockholders’ equity (deficit): | ||||||||
| Series A preferred stock, $ par value; and shares authorized; shares issued and outstanding as of both June 30, 2025 and December 31, 2024 | ||||||||
| Series B preferred stock, $ par value; shares authorized; shares issued and outstanding as of both June 30, 2025 and December 31, 2024 | ||||||||
| Series C preferred stock, $ par value; shares authorized; shares issued and outstanding as of both June 30, 2025 and December 31, 2024 | ||||||||
| Series X preferred stock, $ par value; shares authorized; shares issued and outstanding as of both June 30, 2025 and December 31, 2024 | ||||||||
| preferred stock, value | ||||||||
| Common stock, $ par value; shares authorized; and shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
The accompanying notes are an integral part of the unaudited consolidated financial statements.
| 4 |
Scienture Holdings, Inc. formerly TRxADE HEALTH, INC.
Condensed Consolidated Statements Of Operations
For the Three and Six Months Ended June 30, 2025 and 2024
(Unaudited)
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Cost of sales | ||||||||||||||||
| Gross profit (loss) | ( | ) | ( | ) | ||||||||||||
| Operating expenses: | ||||||||||||||||
| Wage and salary expense | ||||||||||||||||
| Professional fees | ||||||||||||||||
| Accounting and legal expense | ||||||||||||||||
| Technology expense | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Research and development | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Operating loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Non-operating income (expense): | ||||||||||||||||
| Change in fair value of warrant liability | ( | ) | ( | ) | ||||||||||||
| Change in fair value of derivative liability | ( | ) | ( | ) | ||||||||||||
| Loss on conversion of note payable | ( | ) | ||||||||||||||
| Loss on disposition of subsidiaries | ( | ) | ( | ) | ||||||||||||
| Interest income | ||||||||||||||||
| Loss on disposal of asset | ( | ) | ||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total non-operating expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net loss from continuing operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Benefit / (provision) for income taxes | ||||||||||||||||
| Net loss from continuing operations, net of tax | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net (loss) income from discontinued operations, net of tax | ( | ) | ||||||||||||||
| Net (loss) income | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||
| Net loss per common share from continuing operations | ||||||||||||||||
| Basic | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net (loss) income per common share from discontinued operations | ||||||||||||||||
| Basic | $ | $ | ( | ) | $ | $ | ||||||||||
| Diluted | $ | $ | ( | ) | $ | $ | ||||||||||
| Net (loss) income per common share | ||||||||||||||||
| Basic | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||
| Diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||
| Weighted average common shares outstanding | ||||||||||||||||
| Basic | ||||||||||||||||
| Diluted | ||||||||||||||||
The accompanying notes are an integral part of the unaudited consolidated financial statements.
| 5 |
Scienture Holdings, Inc. formerly TRxADE HEALTH, INC.
Condensed Consolidated Statements of Changes in Stockholders’ Equity
(Unaudited)
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||||||||||||||
| Series B | Series C | Common | Additional | Total | ||||||||||||||||||||||||||||||||
| Preferred Stock | Preferred Stock | Stock | Paid-in | Accumulated | Stockholders’ | |||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||||||||||||||
| Balances at December 31, 2023 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||
| Common stock issued for services | - | - | ||||||||||||||||||||||||||||||||||
| Options exercised for common shares | - | - | ||||||||||||||||||||||||||||||||||
| Warrants exercised for cash | - | - | ||||||||||||||||||||||||||||||||||
| Options expense | - | - | - | |||||||||||||||||||||||||||||||||
| Cash dividends paid ($ per share) | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Net income | - | - | - | |||||||||||||||||||||||||||||||||
| Balances at March 31, 2024 | ( | ) | ||||||||||||||||||||||||||||||||||
| Options expense | - | - | - | |||||||||||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balances at June 30, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||
| Balances at December 31, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||
| Common stock issued for services | - | - | ||||||||||||||||||||||||||||||||||
| Common stock issued for cash pursuant to ELOC agreement, net of offering costs | - | - | ||||||||||||||||||||||||||||||||||
| Equity line of commitment shares issued | - | - | ||||||||||||||||||||||||||||||||||
| Conversion of note payable into common stock | - | - | ||||||||||||||||||||||||||||||||||
| Options expense | - | - | - | |||||||||||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balances at March 31, 2025 | ( | ) | ||||||||||||||||||||||||||||||||||
| Balance | ( | ) | ||||||||||||||||||||||||||||||||||
| Common stock issued for services | - | - | ||||||||||||||||||||||||||||||||||
| Equity line of commitment shares issued | - | - | ||||||||||||||||||||||||||||||||||
| Options expense | - | - | - | |||||||||||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Net income (loss) | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balances at June 30, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||
| Balance | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||
The accompanying notes are an integral part of the unaudited consolidated financial statements
| 6 |
Scienture Holdings, Inc. formerly TRxADE HEALTH, INC.
Condensed Consolidated Statements of Cash Flows
For The Six Months Ended June 30, 2025 and 2024
(Unaudited)
| 2025 | 2024 | |||||||
| Six Months Ended | ||||||||
| June 30, | ||||||||
| 2025 | 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss from continuing operations | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation expense | ||||||||
| Change in fair value of warrant liability | ( | ) | ||||||
| Change in fair value of derivative liability | ||||||||
| Loss on conversion of note payable | ||||||||
| Loss on disposition of subsidiaries | ||||||||
| Options expense | ||||||||
| Common stock issued for services | ||||||||
| Amortization of debt discount | ||||||||
| Amortization of right-of-use assets | ||||||||
| Interest income | ( | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable, net | ( | ) | ||||||
| Prepaid expenses and deposits | ( | ) | ( | ) | ||||
| Inventory | ( | ) | ||||||
| Other receivables | ( | ) | ( | ) | ||||
| Lease liability | ( | ) | ( | ) | ||||
| Accounts payable | ( | ) | ( | ) | ||||
| Accrued liabilities | ||||||||
| Current liabilities | ( | ) | ||||||
| Net cash used in operating activities from continuing operations | ( | ) | ( | ) | ||||
| Net cash provided by (used in) operating activities from discontinued operations | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Investment in securities | ( | ) | ||||||
| Net cash used in investing activities from continuing operations | ( | ) | ||||||
| Net cash provided by investing activities from discontinued operations | ||||||||
| Net cash provided by investing activities | ||||||||
| Cash flows from financing activities: | ||||||||
| Repayment of contingent liability | ( | ) | ||||||
| Proceeds from loan payable, related party | ||||||||
| Gross proceeds from issuance of common stock | ||||||||
| Cash dividends paid | ( | ) | ||||||
| Proceeds from exercise of warrants | ||||||||
| Proceeds from exercise of options | ||||||||
| Deferred offering costs | ||||||||
| Net cash provided by (used in) financing activities from continuing operations | ( | ) | ||||||
| Net cash used in financing activities from discontinued operations | ( | ) | ||||||
| Net cash provided by (used in) financing activities | ( | ) | ||||||
| Net change in cash | ( | ) | ||||||
| Cash at beginning of period | ||||||||
| Cash at end of period | $ | $ | ||||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for taxes | $ | $ | ||||||
| Supplemental disclosure of non-cash investing and financing activities: | ||||||||
| Conversion of note payable into common stock | $ | $ | ||||||
| Equity line of commitment shares issued as offering costs | $ | $ | ||||||
| Issuance of note receivable in exchange for other receivables | $ | $ | ||||||
| Insurance premium financed | $ | $ | ||||||
| Deferred offering costs included in accrued expenses | $ | $ | ||||||
The accompanying notes are an integral part of the unaudited consolidated financial statements.
| 7 |
NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION
Overview
On September 20, 2024, changed its legal name from “TRxADE HEALTH, Inc.” to “Scienture Holdings, Inc.” As of June 30, 2025, the Company owned all equity interests of Bonum Health, LLC and Scienture, LLC (f/k/a Scienture, Inc.) (“Scienture”). Scienture was acquired in July 2024.
Bonum Health, LLC was formed to hold certain telehealth assets acquired in October 2019. The “Bonum Health Hub” was launched in February 2020; however, the Company does not anticipate installations moving forward. On April 30, 2025, the Company completed the sale of Bonum Health, LLC in the near future.
Scienture a New York based branded, specialty pharmaceutical research company which is engaged in the research and development of branded pharmaceutical products. The intellectual property application process was initiated in November 2019 and the product development activities commenced in January 2020. Scienture also plans to foray into commercialization of innovative and branded pharmaceutical products in the US market. 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.
Disposition of Legacy Subsidiaries
The Company previously owned all equity interests in Softell Inc. (f/k/a Trxade Inc.) (“Softell”), Softell’s wholly owned subsidiary, Integra Pharma Solutions, LLC (“IPS”), and Bonum Health, Inc. As described below, these subsidiaries were disposed of during the three months ending June 30, 2025.
On October 4, 2024, the Company
and Softell entered into an Assignment and Assumption of Membership Interests (the “IPS Assignment Agreement”),
pursuant to which the Company transferred, and Softell accepted,
Bonum Health, Inc. was formed to provide an overall healthcare experience comparable to a primary care practitioner, and an online portal as a personal electronic medical record and scheduling system was available on a subscription basis, primarily as a stand-alone telehealth software application that could be licensed on a business-to-business (B2B) model to clients as an employment health benefit for the clients’ employees.
On April 8, 2025, Softell entered into a Membership Interest Purchase Agreement (the “IPS MIPA”) with Tollo Health, LLC (“Tollo”), pursuant to which Tollo agreed to purchase and the Company agreed to sell all of the Company’s membership interests in IPS.
On April 8, 2025, the Company also entered into a Stock Purchase Agreement (the “Bonum and Softell SPA” and together with the IPS MIPA, the “Agreements) with Tollo, pursuant to which Tollo agreed to purchase and the Company agreed to sell all issued and outstanding shares of common stock of Bonum Health, Inc. and Softell. Suren Ajjarapu, the Company’s former Chief Executive Officer, and Prashant Patel, the Company’s former President and Chief Operating Officer, each had a beneficial interest in Tollo at the time the Company entered into the each of the Agreements.
In connection with each of the Agreements, the Company agreed to retain certain excluded liabilities of IPS, Softell and Bonum Health, Inc. including all liabilities: (i) related to, in connection with or arising out of any claims, charges, complaints, actions, suits, settlements, hearings, investigations, proceedings, or governmental or regulatory inquiries with respect to IPS, Softell or Bonum Health, Inc., respectively, prior to the closing under the applicable Agreement; (ii) related to, in connection with or arising out of any breach by the Company of the applicable Agreement or any other agreements and documents required to be delivered by the Company; (iii) not disclosed by the Company in accordance with each Agreement; (iv) related to any actions threatened or initiated by a governmental entity against IPS, Softell, or Bonum Health, Inc., respectively; and (v) related to tax returns or tax matters of the Company, IPS , Softell, or Bonum Health, Inc., respectively, for any periods prior to closing under the applicable Agreement.
As consideration for acquiring IPS, Softell, and Bonum Health, Inc., Tollo paid the Company $5 million, and delivered the consideration in the form of a promissory note bearing interest at the prime rate. The promissory note matures on June 30, 2030, and a balloon payment is due on or before that date. However, Tollo is required to pay 20% of the proceeds of a future equity financing toward repayment of the principal and accrued but unpaid interest owed under the promissory note. On June 24, 2025, the promissory note was assigned by Tollo to Integral Health, Inc., which (at the time of the assignment) was owned by Suren Ajjarapu, the Company’s former Chief Executive Officer, and Prashant Patel, the Company’s former President and Chief Operating Officer as of June 30, 2025.
On April 30, 2025, the Company completed the sale of its subsidiaries,
IPS, Softell and Bonum Health, Inc., to Tollo in exchange for the $
The divestitures are part of a broader strategic realignment at the Company designed to sharpen operational focus and unlock long-term value. It is aligned with the Company’s commitment to streamline its core operations, optimize its portfolio, and accelerate growth in the Branded and Specialty Pharma markets. The Company intends to use the proceeds obtained from the divestment to facilitate the high-growth commercial and strategic product development activities at its Scienture subsidiary.
Basis of Presentation and Principles of Consolidation
The accompanying unaudited interim condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules of the SEC and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on March 26, 2025.
| 8 |
In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. All significant intercompany balances and transactions have been eliminated in consolidation. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements that would substantially duplicate the disclosures contained in the audited financial statements for the year ended December 31, 2024, as reported in the Company’s Annual Report on Form 10-K have been omitted.
Use of Estimates
The preparation of condensed consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses in the reporting period. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from its estimates. Significant estimates for the six months ended June 30, 2025 and 2024 include the valuation of intangible assets, including goodwill, and gain (losses) on dispositions.
Fair Value of Financial Instruments
Certain assets and liabilities of the Company are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:
| ● | Level 1—Quoted prices in active markets for identical assets or liabilities. | |
| ● | Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. | |
| ● | Level 3—Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. |
The carrying amounts for cash, accounts receivable, accounts payable, accrued liabilities, and other current liabilities approximate their fair value because of their short-term maturity. The Company’s notes payables approximate the fair value of such instruments as the notes bear interest rates that are consistent with current market rates.
The Company’s derivative liability is a Level 3 liability measured at fair value on a recurring basis (see Note 8).
Concentration of Credit Risks and Major Customers
Financial
instruments that potentially subject the Company to credit risk consist principally of cash and cash equivalents and receivables.
The Company places its cash and cash equivalents with financial institutions. Deposits are insured to Federal Deposit Insurance Corporation
limits. During the three and six months ended June 30, 2025 and 2024, no sales to customers represented greater than
Accounts Receivable, net
The Company’s receivables are from customers and are typically collected within 90 days. The Company determines the allowance based on known troubled accounts, historical experience, and other currently available evidence.
| 9 |
Deferred Offering Costs
The
Company complies with the requirements of Accounting Standards Codification (“ASC”) 340-10-S99-1 with regards
to offering costs. Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged to
additional paid-in capital or as a discount to debt, as applicable, upon the completion of an offering or to expense if the offering
is not completed. As of June 30, 2025, the Company has capitalized $
Acquisitions
The Company accounts for acquisitions and investments in businesses as business combinations if the target meets the definition of a business and (a) the target is a variable interest entity and the Company is the target’s primary beneficiary, and therefore the Company must consolidate its financial statements, or (b) the Company acquires more than 50% of the voting interest of the target and it was not previously consolidated. The Company records business combinations using the acquisition method of accounting, which requires all the assets acquired and liabilities assumed to be recorded at fair value as of the acquisition date. The excess of the purchase price over the estimated fair values of the net tangible and intangible assets acquired is recorded as goodwill.
The application of the acquisition method of accounting for business combinations requires management to make significant estimates and assumptions in the determination of the fair value of assets acquired and liabilities assumed in order to properly allocate purchase price consideration between assets that are depreciated and amortized from goodwill. The fair value assigned to tangible and intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation procedures and techniques. Significant assumptions and estimates include, but are not limited to, the cash flows that an asset is expected to generate in the future, the appropriate weighted-average cost of capital, and the cost savings expected to be derived from acquiring an asset, if applicable.
If the actual results differ from the estimates and judgments used in these estimates, the amounts recorded in the Company’s financial statements may be exposed to potential impairment of the intangible assets and goodwill.
If the Company’s investment involves the acquisition of an asset or group of assets that does not meet the definition of a business, the transaction is accounted for as an asset acquisition. An asset acquisition is recorded at cost, which includes capitalizing transaction costs, and does not result in the recognition of goodwill.
On
July 25, 2024, the Company acquired intangible assets of $
Goodwill
Goodwill is an asset representing the excess cost over the fair market value of net assets acquired in business combinations. In accordance with Intangibles - Goodwill and Other (Topic 350), goodwill is not amortized but is tested annually for impairment or on an interim basis when indicators of potential impairment exist. Goodwill is tested for impairment at the reporting unit level. The Company’s reporting units discrete financial information is available and management regularly reviews the operating results. For purposes of impairment testing, goodwill is allocated to the applicable reporting units based on the reporting structure.
The Company has the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. Qualitative factors assessed for each of the applicable reporting units include, but are not limited to, changes in macroeconomic conditions, industry and market considerations, cost factors, discount rates, competitive environments and financial performance of the reporting units. If the qualitative assessment indicates that it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value, a quantitative test is required.
The Company also has the option to proceed directly to the quantitative test. Under the quantitative impairment test, the estimated fair value of each reporting unit is compared to its carrying value, including goodwill. If the carrying value of the reporting unit including goodwill exceeds its fair value, an impairment charge equal to the excess would be recognized, up to a maximum amount of goodwill allocated to that reporting unit. Management can resume the qualitative assessment in any subsequent period for any reporting unit.
As of June 30, 2025, management performed a qualitative impairment assessment of our reporting units, of which there were no indications that it was more likely than not that the fair value of our reporting units were less than their respective carrying values. As such, a quantitative goodwill test was not required, and no goodwill impairment was recognized during the three and six months ended June 30, 2025 and 2024.
Intangible Assets
In connection with the Scienture acquisition, the Company identified product technologies assets. The product technologies represent a broad range of novel product candidates including new potential treatments for hypertension, migraine, pain and thrombosis and other related disorders. Each of the product technologies are in various phases of development and had not achieved regulatory approval as of the valuation date.
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The
product technologies are 505(b)(2) products and represent modifications and new delivery methods of already approved drugs (rather than
novel drug compounds/formulations/treatments which require significant regulatory approvals and testing). These assets should be amortized
over their expected remaining economic life. The product technology assets will remain unamortized, subject to potential impairment testing,
until the assets are placed in service, which is when commercialization of the product commences. At that point, the assets will be amortized
over their expected remaining life (likely a period of
Impairment of Long-Lived Assets
The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.
The Company did not record an impairment charge for the three and six months ended June 30, 2025 and 2024.
Stock-Based Compensation
The Company accounts for stock-based compensation to employees in accordance with ASC 718, “Compensation-Stock Compensation.” ASC 718 requires companies to measure the cost of employee services received in exchange for an award of equity instruments, including stock options, based on the grant date fair value of the award and to recognize it as compensation expense over the period the employee is required to provide service in exchange for the award, usually the vesting period. Stock option forfeitures are recognized at the date of employee termination. Effective January 1, 2019, the Company adopted Accounting Standards Update (“ASU”) 2018-07 for the accounting of share-based payments granted to non-employees for goods and services.
Leases
The Company accounts for its leases under ASC 842, “Leases.” Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases, and are recorded on the consolidated balance sheet as both a right of use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right of use asset result in straight-line rent expense over the lease term. For finance leases, interest on the lease liability and the amortization of the right of use asset results in front-loaded expense over the lease term. Variable lease expenses are recorded when incurred.
In calculating the right of use asset and lease liability, the Company has elected to combine lease and non-lease components. The Company excludes short-term leases having initial terms of 12 months or less from the new guidance as an accounting policy election, and recognizes rent expense on a straight-line basis over the lease term.
Research & Development Expenses
Research and development costs are expensed in the period incurred in accordance with ASC 730, “Research and Development.” These expenses consist of independent contractor costs, costs for outsourced analytical research and development activities, batch manufacturing cost and, advisory costs as a part of research, market research costs and other regulatory consulting costs.
Income (loss) Per Common Share
Basic net income per common share is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding. Diluted net income per common share is computed similar to basic net income per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The dilutive effect of the Company’s options and warrants is computed using the treasury stock method. As of June 30, 2025, we had outstanding warrants and stock options, each exercisable for shares of common stock, as well as shares of Series B Preferred Stock outstanding.
SCHEDULE OF BASIC AND DILUTIVE LOSS PER SHARE
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Numerator: | ||||||||||||||||
| Net loss from continuing operations | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net income (loss) on discontinued operations | ( | ) | ||||||||||||||
| Net income (loss) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||
| Denominator: | ||||||||||||||||
| Denominator for EPS – weighted average shares | ||||||||||||||||
| Basic | ||||||||||||||||
| Diluted | ||||||||||||||||
| Net loss per common share from continuing operations | ||||||||||||||||
| Basic | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net (loss) income per common share from discontinued operations | ||||||||||||||||
| Basic | $ | $ | ( | ) | $ | $ | ||||||||||
| Diluted | $ | $ | ( | ) | $ | $ | ||||||||||
| Net (loss) income | ||||||||||||||||
| Basic | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||
| Diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||
Income Taxes
The Company’s provision for income taxes was $ for the three and six months ended June 30, 2025 and 2024. The income tax provisions for these periods are based upon estimates of annual income (loss), annual permanent differences and statutory tax rates in the various jurisdictions in which the Company operates. For all periods presented, the Company utilized net operating loss carryforwards to offset the impact of any taxable income. The Company’s tax rate differs from the applicable statutory rates due primarily to the establishment of a valuation allowance, utilization of deferred and the effect of permanent differences and adjustments.
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Recently Issued Accounting Pronouncements
In November 2024, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2024-03, Income Statement — Reporting Comprehensive Income (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires public business entities to disclose in tabular format the nature of certain expenses that are included in specific income statement line items. The objective of the standard is to provide greater transparency into the types of costs incurred by an entity, particularly in areas such as cost of revenue and selling, general, and administrative expenses. The ASU requires disaggregation of relevant expense captions by natural classification, including amounts for inventory purchases, employee compensation, depreciation and intangible asset amortization. are also required to disclose total selling expenses and define what is included in that category.
The guidance is effective for annual periods beginning after December 15, 2026, and interim periods within annual periods beginning after December 15, 2027. Early adoption is permitted. The standard must be applied on a prospective basis, with retrospective application permitted as an option.
The Company is currently evaluating the impact of this standard on its disclosures and anticipates it will result in additional footnote disclosures, but does not expect the adoption to have a material impact on its consolidated financial position, results of operations, or cash flows.
Management does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances.
NOTE 2 – GOING CONCERN
The accompanying interim consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business within one year after the date the consolidated financial statements are issued. In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Update No. 2014-15, “Presentation of Financial Statements - Going Concern” (Subtopic 205-40), our management evaluates whether there are conditions or events, considered in aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements are issued.
As
of June 30, 2025, the Company had an accumulated deficit of $
The Company will need to raise additional capital or secure debt funding to support on-going operations, and to fund the operations of any businesses or assets we acquire. The sources of this capital are expected to be the sale of equity and debt, which may not be available on favorable terms, if at all, and may, if sold, cause significant dilution to existing stockholders. If we are unable to access additional capital moving forward, it may hurt our ability to grow and to generate future revenues, our financial position, and liquidity. These factors raise substantial doubt about the ability of the Company to continue as a going concern. Unless management is able to obtain additional financing, it is unlikely that the Company will be able to meet its funding requirements during the next 12 months. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
NOTE 3 – ACQUISITIONS AND DISPOSITIONS
Acquisitions
Scienture, Inc.
The Company evaluated the Agreement and Plan of Merger, dated July 25, 2024, by and among the Company, MEDS Merger Sub I, Inc., MEDS Merger Sub II, LLC, and Scienture (the “Scienture Merger Agreement”) pursuant to ASC 805 and ASU 2017-01, Topic 805, “Business Combinations.” The Company first determined that Scienture met the definition of a business as it includes inputs and a substantive process that together significantly contribute to the ability to create outputs. Scienture’s results of operations are included in the Company’s consolidated financial statements from the date of acquisition. The acquisition method of accounting requires, among other things, that the assets acquired and liabilities assumed in a business combination be measured at their estimated respective fair values as of the closing date of the acquisition. Goodwill recognized in connection with this transaction represents primarily the potential economic benefits that the Company believes may arise from the acquisition. The purchase price allocation is preliminary and could be significantly revised as a result of additional information obtained regarding assets acquired and liabilities assumed and revisions of estimates of fair values of tangible assets and related deferred tax assets and liabilities. The Company will finalize its valuation and the allocation of the purchase price, along with required retrospective adjustments, if any, within a year following the acquisition date.
On July 25, 2024, the parties consummated the mergers contemplated
by the Scienture Merger Agreement (together, the “Scienture Merger”) and the Company issued shares of common stock and shares of Series X Preferred Stock at the closing. The aggregate fair value of the purchase price consideration was $
The following summarizes the purchase price consideration and the preliminary purchase price allocation as of the acquisition date:
SCHEDULE OF PURCHASE PRICE ALLOCATION
| July 25, 2024 | ||||
| Purchase consideration: | ||||
| Common stock | $ | |||
| Series X preferred stock | ||||
| Total purchase consideration | $ | |||
| Purchase price allocation: | ||||
| Cash | $ | |||
| Operating lease right-of-use assets | ||||
| Goodwill | ||||
| Intangible assets - product technologies | ||||
| Accounts payable | ( | ) | ||
| Accrued liabilities | ( | ) | ||
| Loan payable, related party | ( | ) | ||
| Lease liability | ( | ) | ||
| Development agreement liability | ( | ) | ||
| Long-term convertible notes | ( | ) | ||
| Deferred tax liability | ( | ) | ||
| Net assets acquired | $ | |||
Goodwill is primarily attributable to the go-to-market synergies that are expected to arise as a result of the acquisition and other intangible assets that do not qualify for separate recognition. The goodwill is not deductible for tax purposes.
Unaudited Pro Forma Financial Information
The following unaudited pro forma financial information presents the Company’s financial results as if the Scienture Merger had occurred as of January 1, 2024. The unaudited pro forma financial information is not necessarily indicative of what the financial results actually would have been had the acquisitions been completed on this date. In addition, the unaudited pro forma financial information is not indicative of, nor does it purport to project, the Company’s future financial results. The pro forma information does not give effect to any estimated and potential cost savings or other operating efficiencies that could result from the acquisition:
SCHEDULE OF PRO FORMA FINANCIAL INFORMATION
Three Months Ended |
Six Months Ended | |||||||
| June 30, 2024 | June 30, 2024 | |||||||
| Revenue | $ | $ | ||||||
| Net loss from continuing operations | $ | $ | ( | ) | ||||
| Net loss from continuing operations per share | $ | ( |
) | $ | ( | ) | ||
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Dispositions and Divestitures
Refer to Note 1 for further detail on the disposition of the Company’s legacy subsidiaries.
MMS APA
On February 16, 2024, the Company, together with Softell and Micro
Merchant Systems, Inc. (“MMS”), entered into an asset purchase agreement (the “MMS APA”)
under which MMS agreed to purchase for cash substantially all of the assets of Softell. On February 16, 2024, the parties consummated
the closing of the transactions contemplated by the MMS APA. The purchase price paid at closing was $
The MMS APA was accounted for a business disposition in accordance with ASC 810-40-40-3A. As of February 16, 2024, the Company no longer consolidated the assets, liabilities, revenues and expenses of Softell. The components of the disposition are as follows:
SCHEDULE OF BUSINESS ACQUISITIONS ASSETS AND LIABILITIES
| Cash received from MMS | $ | |||
| Other receivable from MMS | ||||
| Fair value of consideration received | $ | |||
| Total fair value of consideration received | $ | |||
| Carrying amount of assets and liabilities | ||||
| Cash | $ | |||
| Accounts receivable, net | ||||
| Prepaid expenses | ||||
| Property, plant and equipment, net | ||||
| Intangible assets, net | ||||
| Operating lease right-of-use assets | ||||
| Purchase price payable | ( | ) | ||
| Accounts payable | ( | ) | ||
| Accrued liabilities | ( | ) | ||
| Other current liabilities | ( | ) | ||
| Lease liability, current | ( | ) | ||
| Notes payable, current portion | ( | ) | ||
| Lease liability, net of current portion | ( | ) | ||
| Notes payable | ( | ) | ||
| Total carrying amount of assets and liabilities | ||||
| Gain on disposition of business | $ |
The
gain on disposition of business of $
Superlatus SPA
On March 5, 2024, the Company entered into a Stock Purchase Agreement with Superlatus Inc. (the “Superlatus SPA”). Pursuant to the Superlatus SPA, the Company sold all of the issued and outstanding stock of Superlatus Inc. to Superlatus Foods Inc. (the “Buyer”). The $ purchase price for the stock was delivered to the Company at the closing, which occurred simultaneously with the execution of the Superlatus SPA. As a result of the transaction, Superlatus Inc. ceased to be a subsidiary of the Company, and the rights and assets of Superlatus together with various liabilities and obligations that were specific to Superlatus Inc. became rights and obligations of the Buyer.
The transaction was accounted for a business disposition in accordance with ASC 810-40-40-3A. As of March 5, 2024, the Company no longer consolidated the assets, liabilities, revenues and expenses of Superlatus Inc. The components of the disposition are as follows:
SCHEDULE OF BUSINESS ACQUISITIONS ASSETS AND LIABILITIES
| Fair value of consideration received | $ | |||
| Total fair value of consideration received | $ | |||
| Carrying amount of assets and liabilities | ||||
| Cash | $ | |||
| Property, plant and equipment, net | ||||
| Intangible assets, net | ||||
| Operating lease right-of-use assets | ||||
| Purchase price payable | ( | ) | ||
| Accounts payable | ( | ) | ||
| Accrued liabilities | ( | ) | ||
| Notes payable, current portion | ( | ) | ||
| Lease liability - current | ( | ) | ||
| Lease liability - net of current portion | ( | ) | ||
| Notes payable | ( | ) | ||
| Total carrying amount of assets and liabilities | ||||
| Loss on disposition of business | $ | ( | ) |
The
loss of disposition of business of $
Disposition of Legacy Subsidiaries
See Notes 1 and 4 for detailed discussion.
| 13 |
Discontinued Operations
In accordance with the provisions of ASC 205-20, the Company has excluded the results of discontinued operations from its results of continuing operations in the accompanying consolidated statements of operations for the three and six months ended June 30, 2025 and 2024. The results of the discontinued operations for the three and six months ended June 30, 2025 and 2024 consist of the following:
SCHEDULE OF DISCONTINUED OPERATIONS
| TRX | Bonum | Superlatus | Total | |||||||||||||||||||||||||||||
| Three Months Ended | Three Months Ended | Three Months Ended | Three Months Ended | |||||||||||||||||||||||||||||
| June 30, | June 30, | June 30, | June 30, | |||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||
| Revenues | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Cost of sales | ||||||||||||||||||||||||||||||||
| Gross profit (loss) | ||||||||||||||||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||||||||||
| Wage and salary expense | ||||||||||||||||||||||||||||||||
| Professional fees | ||||||||||||||||||||||||||||||||
| Technology expense | ||||||||||||||||||||||||||||||||
| General and administrative | ||||||||||||||||||||||||||||||||
| Total operating expenses | ||||||||||||||||||||||||||||||||
| Operating income (loss) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Non-operating income (expense): | ||||||||||||||||||||||||||||||||
| Gain on dispositions | ||||||||||||||||||||||||||||||||
| Total non-operating income (expense) | ||||||||||||||||||||||||||||||||
| Net loss on discontinued operations | $ | $ | ( | ) | $ | $ | $ | $ | $ | $ | ( | ) | ||||||||||||||||||||
| TRX | Bonum | Superlatus | Total | |||||||||||||||||||||||||||||
| Six Months Ended | Six Months Ended | Six Months Ended | Six Months Ended | |||||||||||||||||||||||||||||
| June 30, | June 30, | June 30, | June 30, | |||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||
| Revenues | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Cost of sales | ||||||||||||||||||||||||||||||||
| Gross profit | ||||||||||||||||||||||||||||||||
| Gross profit loss | ||||||||||||||||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||||||||||
| Wage and salary expense | ||||||||||||||||||||||||||||||||
| Professional fees | ||||||||||||||||||||||||||||||||
| Technology expense | ||||||||||||||||||||||||||||||||
| General and administrative | ||||||||||||||||||||||||||||||||
| Total operating expenses | ||||||||||||||||||||||||||||||||
| Operating income | ( | ) | ||||||||||||||||||||||||||||||
| Non-operating income (expense): | ||||||||||||||||||||||||||||||||
| Gain on dispositions | ( | ) | ||||||||||||||||||||||||||||||
| Total non-operating income (expense) | ( | ) | ||||||||||||||||||||||||||||||
| Net income on discontinued operations | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||
In the second quarter of 2024, the Company determined to dissolve Bonum Health, Inc. and Bonum Health, LLC, and have presented the results of operations in net income (loss) from discontinued operations.
| 14 |
NOTE 4- RELATED PARTY TRANSACTIONS
Wellgistics Health and Tollo Health
On
November 21, 2023, but effective September 14, 2023, the Company issued a promissory note (the “Wellgistics
Note”) to Wellgistics Health, Inc. (f/k/a Danam Health Inc.) (“Wellgistics”) in the amount
of $
As
of March 31, 2025, other receivables included a $
On
April 30, 2025, the Company completed the sale of its subsidiaries, IPS, Softell, and Bonum Health, Inc. to Tollo in exchange for a
$
See Note 6 for detail on the note receivable from Wood Sage, LLC.
Suren Ajjarapu, the Company’s former Chief Executive Officer, and Prashant Patel, the Company’s former President and Chief Operating Officer, each had a beneficial interest in Tollo as of June 30, 2025.
Scienture
In
July 2024, the executives of Scienture issued short-term loans to Scienture for an aggregate amount of $
In
November 2024, an executive of Scienture issued a short-term loan to Scienture for $
In
February 2025, the executives of Scienture issued a short-term loan to Scienture for $
NOTE 5 – REVENUE RECOGNITION
The Company historically derived revenue from one primary source—product revenue.
Product revenue consists of resale of pharmaceutical products to pharmacies. Revenue is recognized when the product is shipped to the customer.
Revenues
for the three months ended June 30, 2025 and 2024 were $ and
$
NOTE 6 – NOTES RECEIVABLE – RELATED PARTY
On
August 22, 2023, the Company received a Promissory Note (the “Wood Sage Note”) in the amount of $
On
April 30, 2025, the Company completed the sale of its subsidiaries, IPS, Softell and Bonum Health, Inc., to Tollo in exchange for a $
| 15 |
NOTE 7 – GOODWILL AND INTANGIBLE ASSETS
In
connection with the Scienture Merger on July 25, 2024, the Company recorded goodwill of $
The purchase price allocation of intangible assets was evaluated under ASC 805. The identified intangible assets were determined to be product technologies, and were valued accordingly by each product candidate:
SCHEDULE OF INTANGIBLE ASSETS WERE DETERMINED TO BE PRODUCT TECHNOLOGIES
| Product Candidate | Fair Value | |||
| SCN-102(a) | $ | |||
| SCN-104(b) | ||||
| SCN-106(c) | ||||
| SCN-107(d) | ||||
| Intangible Assets | $ | |||
| (a) | ||
| (b) | ||
| (c) | ||
| (d) |
The
fair value of the product technologies was determined by the Income Approach: Multi-Period Excess Earnings Methods (“MPEEM”).
The MPEEM measures economic benefits by calculating the cash flows attributable to an asset after deducting appropriate returns for contributory
assets used by the business in generating the asset’s revenue and earnings. The MPEEM utilized revenue and cash flow projections
through 2030 based on each product candidate’s phase of development.
As of June 30, 2025, the Company has not begun amortizing any of the product technology intangible assets.
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NOTE 8 – CONVERTIBLE DEBT AND NOTES PAYABLE
Convertible Debenture – Arena
On
November 22, 2024, the Company entered into a Securities Purchase Agreement with the Arena Finance Markets, LP (“Arena Finance”),
Arena Special Opportunities Partners III, LP (together with Arena Finance, the “Arena Investors”). Under the
Securities Purchase Agreement, the Company will issue
The
closing of the first tranche was consummated on November 25, 2024 (the “First Closing”) and the Company issued
to the Arena Investors Debentures in an aggregate principal amount of $
The
First Closing Debentures contain customary events of default. If an event of default occurs, until it is cured, the holder may increase
the interest rate applicable to the First Closing Debentures to two percent (
As
consideration for the Arena Investors’ consummation of the First Closing, concurrently with the First Closing, the Company issued
to each Arena Investor participating in the First Closing its pro rata portion of the
shares of common stock (the “SPA Commitment Fee
Shares”) issued to the Arena Investors as a commitment fee upon the execution of the Securities Purchase Agreement. Furthermore,
as consideration for the Arena Investors’ consummation of subsequent closings, the Company shall issue to the Arena Investors participating
in such closing a certain number of Company common stock as agreed upon among the Company and the Arena Investors participating. The
fair value of the shares of common stock issued was $
Pursuant to a Security Agreement, dated November 25, 2024, the Company granted to the Arena Investors a security interest in all of its assets to secure the prompt payment, performance, and discharge in full of all of the Company’s obligations under the Debentures. In addition, the Company’s wholly-owned subsidiary, Scienture, entered into a Guarantee Agreement, dated November 25, 2024, with the Arena Investors, pursuant to which it agreed to guarantee the prompt payment.
Interest accrues on the
outstanding principal amount of this Debenture at a rate equal to
During
the three and six months ended June 30, 2025, the Company accrued $
As
a result of the First Closing Debentures, the Company recognized an aggregate debt discount of $
SCHEDULE OF THE ARENA DEBENTURES
| Arena Note | ||||
| Convertible debenture - Arena Principal | $ | |||
| Original issuance discount | ( | ) | ||
| Other issuance costs | ( | ) | ||
| Fair value of shares issued | ( | ) | ||
| Derivative liability recognized as debt discount | ( | ) | ||
| Excess debt discount amortization at issuance date | ||||
| Amortization of debt discount | ||||
| Arena note, net of unamortized debt discount, at June 30, 2025 | $ | |||
Derivative Liability
The
Company evaluated the terms of the conversion features of the First Closing Debentures as noted above in accordance with ASC Topic
No. 815 - 40, “Derivatives and Hedging - Contracts in Entity’s Own Stock,” and determined they are not
indexed to the Company’s common stock and that the conversion feature, which is akin to a redemption feature, meet the
definition of a liability. The First Closing Debentures contain an indeterminate number of shares to settle with conversion options
outside of the Company’s control. Therefore, the Company bifurcated the conversion feature and accounted for it as a separate
derivative liability. Upon issuance of the First Closing Debentures, the Company recognized a derivative liability at a fair value of
$
The Company measured the derivative liability at fair value based on significant inputs not observable in the market, which causes it to be classified as a Level 3 measurement within the fair value hierarchy. The valuation of the derivative liability uses assumptions and estimates the Company believes would be made by a market participant in making the same valuation. The Company assesses these assumptions and estimates on an on-going basis as additional data impacting the assumptions and estimates are obtained. Changes in the fair value of the contingent consideration liability related to updated assumptions and estimates are recognized within the statements of operations.
The Company valued the derivative liability using a Black-Scholes method using following assumptions:
SCHEDULE OF DERIVATIVE LIABILITY
| June 30, 2025 | December 31, 2024 | |||||||
| Risk-free interest rate | % | % | ||||||
| Expected term (in years) | ||||||||
| Expected volatility+A13 | % | % | ||||||
| Expected dividend yield | % | % | ||||||
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The following is a summary of the derivative liability:
SCHEDULE OF THE DERIVATIVE LIABILITY LIABILITY
| Derivative | ||||
| Liability | ||||
| Outstanding as of December 31, 2024 | $ | |||
| Change in fair value | ||||
| Outstanding as of June 30, 2025 | $ | |||
Scienture Convertible Debt
In
September 2023, Scienture entered into a Loan and Security Agreement (the “NVK Loan Agreement”) with NVK
Finance, LLC, a Nebraska Limited Liability Company (“NVK”) for $
August 2024 Note
In
August 2024, the Company issued a convertible note of $
In
connection with the note, the Company issued
Total
debt discount recognized in connection with the note was $
Debt Summary
The following is a summary of the Company’s debt as of June 30, 2025 and December 31, 2024:
SCHEDULE OF DEBT
| As of June 30, 2025 | ||||||||||||
Principal outstanding | Unamortized debt discount | Debt, net of unamortized debt discount | ||||||||||
| Convertible debenture - Arena | $ | $ | ( | ) | $ | |||||||
| Scienture convertible debt | ||||||||||||
| Total debt | ( | ) | ||||||||||
| Current maturity of debt | ||||||||||||
| Total long-term debt | $ | $ | ( | ) | $ | |||||||
| As of December 31, 2024 | ||||||||||||
Principal outstanding | Unamortized debt discount | Debt, net of unamortized debt discount | ||||||||||
| Convertible debenture - Arena | $ | $ | ( | ) | $ | |||||||
| August 2024 note | ( | ) | ||||||||||
| Scienture convertible debt | ||||||||||||
| Total debt | ( | ) | ||||||||||
| Current maturity of debt | ( | ) | ||||||||||
| Total long-term debt | $ | $ | ( | ) | $ | |||||||
NOTE 9 – STOCKHOLDERS’ EQUITY
Designation of Series X Preferred Stock
On July 25, 2024, the Company revoked the authorization to issue shares of the Company’s Series A Preferred Stock, par value $ per share (the “Series A Preferred Stock”) and concurrently authorized the issuance of up to shares of the Series X Preferred Stock, a then new class of preferred stock.
Holders of the Series X Preferred Stock are entitled to receive dividends on shares of the Series X Preferred Stock on an as-if-converted-to-Common-Stock basis, without regard to any beneficial ownership limitation described in a letter of transmittal, equal to and in the same form and manner as dividends are paid to holders of the shares of Common Stock. Subject to any requirements of the General Corporation Law of the State of Delaware, the Series X Preferred Stock has no voting rights. The Series X Preferred Stock ranks on parity with shares of Common Stock as to distributions of assets upon liquidation, dissolution, or winding up of the Company.
As consideration for the Scienture Merger, the shares of Scienture common stock issued and outstanding immediately prior to the “Effective Time” of the mergers were converted into the right to receive, in the aggregate, (i) shares of the Company’s common stock and (ii) shares of the Company’s Series X Preferred Stock, each share of which was convertible into one share of common stock.
On September 20, 2024, all previously issued shares of Series X Preferred Stock were converted into a total of shares of common stock. As such, there were issued and outstanding shares of Series X Preferred Stock as of June 30, 2025.
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Common Stock
During
the three months ended June 30, 2025, the Company issued shares of common stock for services. The fair value of shares issued
for services was $
During
the three months ended March 31, 2025, the Company issued shares of common stock for services. The fair value of shares issued
for services was $
During
the three months ended March 31, 2025, the Company issued shares of common stock at a fair value of $
Arena Note Commitment Shares
As additional consideration for the Arena Investors execution and delivery of the Securities Purchase Agreement with the Arena Investors, the Company issued the Arena Investors the SPA Commitment Fee Shares as described in Note 8 above.
In connection with any Closing following the First Closing, the Company agreed to issue to the Arena Investors participating in such Closing or their designee(s) a certain number of “Commitment Shares.” The aggregate number of Commitment Shares owing to each of the Arena Investors, or their designee(s), in connection with any Closing following the First Closing will be agreed among the Company and the Arena Investors participating in such Closing. For the avoidance of doubt, all of the Commitment Shares issued in connection with the First Closing on the First Closing Date were earned as of the First Closing Date regardless of whether a subsequent Closing occurs (see Note 8).
The Company issued to each Arena Investor participating in the First Closing its pro rata portion of shares of
the Company’s common stock. The fair value of shares issued was $
Equity Line of Credit
On November 25, 2024, the Company entered into a purchase agreement (“ELOC Agreement”) with Arena Business Solutions Global SPC II, Ltd (the “Investor”). Under the ELOC Agreement, the Company had the right, but not the obligation, to direct the Investor to purchase up to $50,000,000 in shares of the Company’s common stock (the “ELOC Shares”) upon satisfaction of certain terms and conditions contained in the ELOC Agreement. The term of the ELOC Agreement began on the date of execution and would end on the earlier of (i) the first day of the month following the 36-month anniversary of the execution date, (ii) the date on which the Investor had purchased the maximum amount of ELOC Shares, or (iii) the effective date of any written notice of termination delivered pursuant to the terms of the ELOC Agreement (the “Commitment Period”). The Company terminated the ELOC Agreement effective as of May 22, 2025.
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In consideration for the Investor’s execution and delivery of the ELOC Agreement, the Company agreed to issue to the Investor, as a commitment fee: (i) shares of the Company’s Common Stock (the “Initial Commitment Fee Shares”) and (ii) in two separate tranches, a number of additional shares of common stock (the “Additional Commitment Fee Shares” and, together with the Initial Commitment Fee Shares, the “Commitment Fee Shares”) equal to (a) with respect to the first tranche, divided by the simple average of the daily VWAP of our common stock during the five (5) trading days immediately preceding the effectiveness of the initial registration statement on which the resale of the Commitment Fee Shares are registered (the “Effectiveness Date”) and (b) with respect to the second tranche, divided by the simple average of the daily VWAP of our common stock during the five (5) trading days immediately preceding the two (2) month anniversary of the Effectiveness Date. The Additional Commitment Fee Shares were subject to a true-up after each issuance pursuant to the terms of the ELOC Agreement.
The Company issued the Initial Commitment Fee
Shares on November 25, 2024. The fair value of the shares issued was $
In
2025, the Company issued to the Investor, Additional Commitment Fee Shares. The fair value of shares issued was $
In
March 2025, the Company issued in aggregate shares of common stock pursuant to the ELOC Agreement for aggregate gross
proceeds of $
In
April and May 2025, the Company issued to the Investor, 614,075 shares of common stock as the final Additional Commitment Fee Shares
owed to the Investor. The fair value of shares issued was $
Equity Compensation Awards
Each
independent member of the Company’s board of directors (the “Board”) is to receive an annual grant of
restricted common stock of the Company equal to $
The Board and the Company’s stockholders approved an amendment to the Second Amended and Restated 2019 Equity Incentive Plan (the “Plan”), which increased the available shares under the Plan to shares of the common stock.
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NOTE 10 – WARRANTS
In
connection with a note (see Note 8), in August 2024 the Company issued
As
of June 30, 2025, the Company remeasured the fair value of warrants outstanding at $
The Company’s outstanding and exercisable warrants, as of June 30, 2025, are presented below:
SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS
| Number Outstanding | Weighted Average Exercise Price | Contractual Life In Years | Intrinsic Value | |||||||||||||
| Warrants outstanding as of December 31, 2024 | $ | $ | ||||||||||||||
| Warrants exercisable as of December 31, 2024 | ||||||||||||||||
| Warrants granted | - | - | ||||||||||||||
| Warrants forfeited, expired, cancelled | - | - | ||||||||||||||
| Warrants exercised | - | - | ||||||||||||||
| Warrants outstanding as of June 30, 2025 | $ | |||||||||||||||
| Warrants exercisable as of June 30, 2025 | $ | |||||||||||||||
The Plan allows for and the Company maintains stock option award agreements under which certain employees may be awarded option grants based on a combination of performance and tenure. The number of shares available to grant to employees under the Plan is 5,000,000.
The Board and stockholders approved an amendment to the Plan increasing the available shares under the Plan to shares of the Common Stock as such common stock existed on July 24, 2024.
Total
compensation cost related to stock options granted was $
Total
compensation cost related to stock options granted was $
SCHEDULE OF STOCK OPTION ACTIVITY
| Number Outstanding | Weighted-Average Exercise Price | Weighted-Average Contractual Life in Years | Intrinsic Value | |||||||||||||
| Options outstanding as of December 31, 2024 | $ | $ | ||||||||||||||
| Options exercisable as of December 31, 2024 | ||||||||||||||||
| Options granted | ||||||||||||||||
| Options adjusted | - | - | ||||||||||||||
| Options expired | - | - | ||||||||||||||
| Options exercised | - | - | ||||||||||||||
| Options outstanding as of June 30, 2025 | $ | $ | ||||||||||||||
| Options exercisable as of June 30, 2025 | $ | |||||||||||||||
NOTE 12 – COMMITMENTS AND CONTINGENCIES
Eat Well
In July 2023, the Company entered into, and closed on the transactions
contemplated by, an Amended and Restated Agreement and Plan of Merger with Superlatus, whereby the Company acquired Superlatus (the “Superlatus
Acquisition”). In connection with the Superlatus Acquisition, former shareholders of Superlatus received shares of the Company’s Series B Preferred Stock, par value $ per share (the “Series B Preferred
Stock”). The Series B Preferred Stock are convertible into shares of the Company’s
In January 2024, shareholders holding shares of Series B Preferred Stock surrendered shares of the Series B Preferred Stock back to the Company as a result of Superlatus failing to meet certain post-closing conditions associated with the Superlatus Acquisition, such that only shares of Series B Preferred Stock remained outstanding.
On March 5, 2024, the Company sold all of the issued and outstanding stock of Superlatus Inc. to Superlatus Foods Inc. pursuant to the Superlatus SPA. As a result of the transaction, Superlatus Inc. ceased to be a subsidiary of the Company, and the rights and assets of Superlatus together with various liabilities and obligations that were specific to Superlatus Inc. became rights and obligations of the Buyer. The shares of Series B Preferred Stock issued in connection with the Superlatus Acquisition remain outstanding.
In January 2025, Eat Well
Investment Group, Inc., a Canadian company (“Eat Well”) holding
shares of the Series B Preferred Stock, filed a complaint against the Company in the United States District Court
for the Middle District of Florida alleging, among other things, that the Company is responsible for paying certain consideration to
Eat Well in connection with Superlatus’ acquisition of Eat Well in June 2023 prior to the Company’s acquisition of
Superlatus. Ultimately, Eat Well is seeking $
Kesin Pharma Corporation
Scienture entered into an exclusive license and commercial agreement (the “Kesin Agreement”) with Kesin Pharma Corporation (“Kesin”) whereby Scienture granted the exclusive license rights to commercialize SCN-102 in 2022 and SCN-104 in 2023 to Kesin for use in the United States of America.
In
March 2024, the parties terminated the Kesin Agreement, and the parties agreed that Scienture would pay Kesin a total gross amount
of $
In August 2024, Kesin demanded immediate payment of the full amount under the Kesin Termination Agreement, alleging the full amount is payable in connection with the consummation Scienture’s business combination with the Company. Scienture disputed that the amount is payable, and the parties entered into discussions to resolve the issue.
On
March 11, 2025, Kesin filed a complaint against Scienture in the United States District Court for the Eastern District of New York
seeking payment of the disputed $
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NOTE 13 – LEASES
The
Company entered into a lease agreement for the period of October 2018 to November 2023. At inception, management had included the renewal
period from November 2023 to November 2028 within the initial recognition of the related right of use assets and lease liabilities, as
it was reasonably expected, at the time, that the renewal option would be exercised. The Company determined that the new lease required
measurement and recognition of the lease liability and right-of-use assets of $
On April 30, 2025, the
Company completed the sale of its subsidiaries, IPS, Softell and Bonum Health, Inc., to Tollo. In connection with the transaction,
the Company derecognized subsidiary’s operating lease right-of-use assets of $
On
July 25, 2024, the Company entered into and closed the Scienture Merger. Pursuant to the Scienture Merger Agreement, the Company
acquired right of use asset value of $
The table below reconciles the fixed component of the undiscounted cash flows for and the total remaining years to the lease liabilities recorded in the consolidated balance sheet as of June 30, 2025.
Supplemental balance sheet information related to leases are as follows:
SCHEDULE OF BALANCE SHEET INFORMATION RELATED TO LEASES
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Weighted-average remaining lease term (in years) | ||||||||
| Weighted-average discount rate | % | % | ||||||
SCHEDULE OF FUTURE MINIMUM PAYMENTS FOR OPERATING LEASE LIABILITIES
| Future lease obligations | ||||
| 2025 remaining | $ | |||
| 2026 | ||||
| Total minimum lease payments | ||||
| Less: effect of discounting | ( | ) | ||
| Present value of future minimum lease payments | ||||
| Less: current obligation under lease | ||||
| Long-term lease obligations | $ | |||
For
the three months ended June 30, 2025, and 2024, total operating lease expense was $
For
the six months ended June 30, 2025, and 2024, total operating lease expense was $
NOTE 14 – SEGMENT REPORTING
Factors used to identify the Company’s reportable segments include the organizational structure of the Company and the financial information available for evaluation by the chief operating decision-maker (the “CODM”) in making decisions about how to allocate resources and assess performance. The Company’s operating segments have been broken out based on similar economic and other qualitative criteria. The Company operates all reporting segments in one geographical area (the United States).
The Company’s chief operating decision-makers are its co-Chief Executive Officers, who make resource allocation decisions and assess performance based on financial information presented on an aggregate basis. There are no segment managers who are held accountable by the chief operating decision-maker, or anyone else, for any planning, strategy and key decision-making regarding operations. Accordingly, as of June 30, 2025, the Company has a single reportable segment and operating segment structure.
The key measures of segment profit or loss reviewed by our CODM are operating costs. These metrics are reviewed and monitored by the CODM to manage and forecast cash. The CODM also reviews operating costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.
NOTE 15 – SUBSEQUENT EVENTS
In July 2025 Board approved
a capital raise by the Company in an aggregate amount of up to $
Between July 18, 2025 and August 6, 2025, we entered into Purchase
Agreements with various investors, pursuant to which such investors purchased, and the Company sold, an aggregate of
shares of the Company’s common stock. As of August 6, 2025, we have received approximately $
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
General Information
This information should be read in conjunction with the interim unaudited financial statements and the notes thereto included in this Report, and the audited financial statements and notes thereto and “Part II. Other Information – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contained in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 26, 2025 (the “Annual Report”).
Certain capitalized terms used below and otherwise defined below, have the meanings given to such terms in the footnotes to our unaudited consolidated financial statements included above under “Part I – Financial Information – Item 1. Financial Statements.”
Unless the context requires otherwise, references to the “Company,” “we,” “us,” and “our” refer specifically to Scienture Holdings, Inc., formerly TRxADE HEALTH, INC., and its consolidated subsidiaries. References to “Q1”, “Q2”, “Q3”, and “Q4” refer to the first, second, third, and fourth quarter, respectively, of the applicable year. Unless otherwise stated or the context otherwise requires, comparisons from one period to another are to the same period of the prior fiscal year.
In addition, unless the context otherwise requires and for the purposes of this Report only:
| ● | “Exchange Act” refers to the Securities Exchange Act of 1934, as amended; and | |
| ● | “Securities Act” refers to the Securities Act of 1933, as amended. |
Summary of The Information Contained in Management’s Discussion and Analysis of Financial Condition and Results of Operations
Our Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is provided in addition to the accompanying consolidated financial statements and notes to assist readers in understanding our results of operations, financial condition, and cash flows. MD&A is organized as follows:
| ● | 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. | |
| ● | 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, 2025, and 2024. | |
| ● | Critical Accounting Policies. Accounting estimates that we believe are important to understanding the assumptions and judgments incorporated in our reported financial results and forecasts. |
Company Overview
On July 25, 2024, we acquired a wholly-owned subsidiary, Scienture, 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. 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.
After our acquisition of Scienture, we existed as a holding company owning all equity interests of Softell Inc. (f/k/a Trxade Inc.) (“Softell”), Integra Pharma Solutions, LLC d.b.a. Trxade Prime (“IPS”), Bonum Health, LLC, Bonum Health Inc., and Scienture.
On October 4, 2024, the Company and Softell entered into IPS Assignment Agreement, pursuant to which the Company transferred, and Softell accepted, 100% of the membership interests of IPS. As a result, IPS became a wholly-owned subsidiary of Softell. During the year ended December 31, 2023 and a portion of the quarter ended March 31, 2024, Softell, operated a web-based market platform that enabled commerce among healthcare buyers and sellers of pharmaceuticals, accessories and services. Softell’s current primary operations are conducted through IPS. IPS is a licensed pharmaceutical wholesaler and sells brand, generic and non-drug products to customers. IPS’ customers include all healthcare markets including government organizations, hospitals, clinics and independent pharmacies nationwide.
On September 20, 2024, the Company fil changed its legal name from “TRxADE HEALTH, Inc.” to “Scienture Holdings, Inc.”
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Bonum Health, LLC was formed to hold certain telehealth assets acquired in October 2019. The “Bonum Health Hub” was launched in February 2020; however, the Company does not anticipate installations moving forward. On April 30, 2025, the Company completed the sale of Bonum Health, Inc. and Bonum Health, LLC.
Disposition of Legacy Subsidiaries
On April 8, 2025, the Company entered into a Membership Interest Purchase Agreement (the “IPS MIPA”) with Tollo Health, LLC (“Tollo”), pursuant to which Tollo agreed to purchase and the Company agreed to sell all of the Company’s membership interests in IPS.
On April 8, 2025, the Company also entered into a Stock Purchase Agreement (the “Bonum and Softell SPA” and together with the IPS MIPA, the “Agreements”) with Tollo, pursuant to which Tollo agreed to purchase and the Company agreed to sell all issued and outstanding shares of common stock of Bonum Health, Inc. and Softell. Suren Ajjarapu, the Company’s former Chief Executive Officer, and Prashant Patel, the Company’s former President and Chief Operating Officer, each had a beneficial interest in Tollo at the time the Company entered into the each of the Agreements.
In connection with each of the Agreements, the Company agreed to retain certain excluded liabilities of IPS, Softell and Bonum Health, Inc. including all liabilities: (i) related to, in connection with or arising out of any claims, charges, complaints, actions, suits, settlements, hearings, investigations, proceedings, or governmental or regulatory inquiries with respect to IPS, Softell or Bonum Health, Inc., respectively, prior to the closing under the applicable Agreement; (ii) related to, in connection with or arising out of any breach by the Company of the applicable Agreement or any other agreements and documents required to be delivered by the Company; (iii) not disclosed by the Company in accordance with each Agreement; (iv) related to any actions threatened or initiated by a governmental entity against IPS, Softell, or Bonum Health, Inc., respectively; and (v) related to tax returns or tax matters of the Company, IPS, Softell, or Bonum Health, Inc., respectively, for any periods prior to closing under the applicable Agreement.
The Company and Tollo consummated the closing of each of the Agreements on April 30, 2025. As consideration for acquiring IPS, Softell, and Bonum Health, Inc., Tollo agreed to pay the Company $5 million, with that consideration delivered in the form of a promissory note bearing interest at the prime rate. The promissory note matures on June 30, 2030. However, Tollo is required to pay 20% of the proceeds of a future equity financing toward repayment of the principal and accrued but unpaid interest owed under the promissory note. On June 24, 2025, the promissory note was assigned to Integral Health, Inc., which (at the time of the assignment) was owned by Suren Ajjarapu, the Company’s former Chief Executive Officer, and Prashant Patel, the Company’s former President and Chief Operating Officer.
The divestitures are part of a broader strategic realignment at the Company designed to sharpen operational focus and unlock long-term value. It is aligned with the Company’s commitment to streamline its core operations, optimize its portfolio, and accelerate growth in the Branded and Specialty Pharma markets. The Company intends to use the proceeds obtained from the divestment to facilitate the high-growth commercial and strategic product development activities at its Scienture subsidiary.
The Company believes that the key benefits of the divestitures include:
| ● | Increased Operational Efficiency: Streamlining the Company’s structure aimed at strengthening its balance sheet, providing for leaner operations and a more agile decision-making framework. | |
| ● | Realize Synergies: Consolidating overlapping functions and eliminating redundancies intended to cause annualized cost savings. | |
| ● | Dedicated Focus: Affording the full focus and deployment of resources to the commercial products and the high value product pipeline in development at its Scienture subsidiary. |
Existing Business
Subsequent to the disposition of IPS, Softell, and Bonum Health, Inc. we now exist as a holding company for existing and planned pharmaceutical operating companies focused on providing enhanced value to patients, physicians and caregivers through developing, bringing to market, and distributing novel specialty pharmaceutical products to satisfy unmet market needs. We are in the process of winding down our Bonum Health, LLC subsidiary.
Operating since 2019, Scienture, located in Commack, New York, is a specialty pharmaceutical company focused providing enhanced value to patients, physicians and caregivers by offering novel specialty products to satisfy unmet market needs. In this regard, Scienture is in the process of developing and commercializing products for the treatment of central nervous system (“CNS”) and cardiovascular (“CVS”) diseases as well as a broad range of novel product candidates including new potential treatments for hypertension, migraine, pain and thrombosis and other related disorders.
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Scienture’s vision is to be a leader in the industry by developing and commercializing new medicines for the treatment of CNS and CVS diseases and across other therapeutic areas. Key elements of Scienture’s strategy to achieve this vision include:
| ● | Advance product candidates through clinical studies and toward commercialization. Scienture is in various stages of clinical development for the product candidates in its pipeline, and it intends to move these programs efficiently toward being commercially available to patients, subject to approval by the U.S. Food and Drug Administration (the “FDA”). | |
| ● | Drive growth and profitability. Using dedicated sales and marketing resources in the U.S., which Scienture is in the process of building, Scienture will seek to begin to generate revenues and then drive the revenue growth of its product candidates approved for marketing by the FDA. | |
| ● | Continue to grow pipeline. Scienture will continue to evaluate and seek to develop additional product candidates that it believes have significant commercial potential through Scienture’s internal research and development efforts. | |
| ● | Target strategic business development opportunities. Scienture is exploring a broad range of strategic opportunities. This may include in-licensing products and entering into co-promotion and co-development partnerships for Scienture’s product candidates, although no agreements have been reached. |
Scienture currently has four primary product candidates in its development pipeline, summarized below, and is engaged in a variety of research and development efforts to develop novel product candidates for the treatment of various disease conditions. To date, Scienture has not generated revenue from product sales and will not generate such revenues until it successfully obtains regulatory approval for, and commercializes, its product candidates. The progress of Scienture products its development pipeline to date is represented by the green bars shown below.
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Scienture has devoted and will continue to devote significant resources to research and development activities, and expects to incur significant expenses as Scienture continues advancing its product candidates towards FDA approval and expanding product indications for approved products and its intellectual property portfolio. Scienture’s expectations regarding its research and development programs are subject to risks, including the risk that Scienture’s financial condition and results of operations may be materially and adversely affected by delays and failures in the completion of clinical development of its product candidates, which could increase its costs or delay or limit our ability to generate revenues.
Scienture currently depends on third-party commercial manufacturing organizations (“CMOs”) for its manufacturing operations, including the production of raw materials, finished dosage form product, and product packaging for both its planned product commercialization and for use in its preclinical and clinical research. Scienture does not own or operate manufacturing facilities for the production of any of its product candidates nor does Scienture have plans to develop its own manufacturing operations in the foreseeable future to support clinical trials or commercial production. Scienture currently employs internal resources to manage its manufacturing contractors.
Scienture is in discussion with CMOs headquartered in North America, Europe and Asia for its pipeline product candidates. These CMOs offer a comprehensive range of commercial contract manufacturing and packaging services.
If Scienture fails to produce its products and product candidates in the volumes that it requires on a timely basis, or fails to comply with stringent regulations applicable to pharmaceutical drug manufacturers, Scienture may face delays in the development and commercialization of its products and product candidates or be required to withdraw its products from the market for risks associated with manufacturing and supply of its products and product candidates.
SCN-102 (ARBLITM - Losartan Oral Suspension)
SCN-102, with the brand name ArbliTM, is an oral liquid formulation of losartan potassium for (i) treatment of hypertension, to lower blood pressure in adults and children greater than 6 years old, (ii) reduction of the risk of stroke in patients with hypertension and left ventricular hypertrophy, and (iii) treatment of diabetic nephropathy with an elevated serum creatinine and proteinuria in patients with type 2 diabetes and a history of hypertension. SCN-102 was approved by the FDA in March 2025, making SCN-102 the first and only FDA-approved ready-to-use oral liquid losartan in the U.S. market.
Losartan is classified as an angiotensin receptor blocker (ARB) for treating hypertension and is one of the highest prescribed molecules for this indication. Current products in the market containing losartan are available only as oral solids, which can be further compounded to a liquid formulation. ArbliTM is the first liquid formulation of losartan on the U.S. market that does not require compounding and has reduced dosing volume and long-term shelf life at room temperature storage.
SCN-102 has two formulation composition and method of use patents listed in the FDA’s Approved Drug Products with Therapeutic Equivalence Evaluations, commonly referred to as the “orange book”: (i) Patent #: 11,890,273, Issue Date: February 6, 2024, titled “LOSARTAN LIQUID FORMULATIONS AND METHODS OF USE”, Expiration Date: October 7, 2041 and (ii) Patent # 12,156,869; Issue Date: December 3, 2024, titled “LOSARTAN LIQUID FORMULATIONS AND METHODS OF USE”.
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SCN-104 (Multi-dose Dihydroergotamine Mesylate (“DHE”) injection pen)
The SCN-104 injection pen is a disposable, multiple fixed dose, single entity combination product comprised of a small molecule drug that is administered using a customized injection pen. SCN-104 is a drug product containing DHE as the active ingredient. The mechanism of action of SCN-104 is mediated through DHE and is the same as that of DHE. DHE is available in the market as a single dose nasal spray, which has a high degree of variability in clinical outcomes. While DHE is also available in the market as single dose ampoules for injection, we believe that the process of dose withdrawal from the ampoule followed by self-injection at the time of intense need is cumbersome and difficult for the patient. We believe that the SCN-104 multi-dose self-injection pen is easy to use, provides enhanced patient convenience, and provides for consistent and accurate delivery of doses. The SCN-104 injection pen is being developed via the 505(b)(2) regulatory pathway for the acute treatment of migraine headaches with or without aura and the acute treatment of cluster headache episodes.
As shown in third party studies of DHE, SCN-104’s mechanism of action for its antimigraine effect is due to its potential action as an agonist at the serotonin 5-HT1D receptors. SCN-104 is intended for subcutaneous administration. SCN-104 is also intended for acute use and is not intended for chronic administration. Scienture has conducted two preclinical studies of SCN-104 and the SCN-104 injection pen: (i) a 30-day repeated dose toxicity study of dimethyl sulfoxide and caffeine following thrice daily, 3 times per week subcutaneous administration in Sprague-Dawley rats and (ii) a 30-day repeated dose toxicity study of dimethyl sulfoxide and caffeine following thrice daily, 3 times per week subcutaneous administration in Göttingen minipigs. Both studies support a conclusion that SCN-102 is considered to have no toxicological significance across hematology, coagulation parameters, clinical chemistry and urinalysis.
Scienture has had discussions with the FDA regarding its development program for SCN-104, with the FDA indicating that the reference product selected for a comparative regulatory study and proposed plan for manufacturing New Drug Application registration batches are acceptable. The FDA also provided Scienture with feedback on nonclinical safety studies and stability testing. Scienture is working to scale the formulation to enable future commercial scale production and the pen has been optimized for commercial use. Currently, Scienture is focused on planning bioequivalence studies and increasing manufacturing activities for the SCN-104 injection pen. Scienture plans to initiate a Phase 1 single dose study in healthy adults in 2026, following submission of an Investigational New Drug application (an “IND”), if the IND is cleared by the FDA.
SCN-104 has a formulation composition and method of use application pending in the U.S. (Appl. No. 17/757,924; Filing Date: June 23, 2022; Expiration Date: June 15, 2035).
SCN-106 (Potential Biosimilar)
Scienture is developing a potential biosimilar, SCN-106, based on Cathflo Activase, a reference product that is a thrombolytic agent that binds to fibrin in clots and converts entrapped plasminogen to plasmin. SCN-106 is a sterile, purified glycoprotein that is synthesized using the complementary DNA for natural human tPA obtained from a Chinese hamster ovary cell-line.
Scienture is working with Anthem Biosciences Pvt, Ltd. to develop a biosimilar product that utilizes the same mechanism(s) of action for the proposed condition of use, and has the same route of administration, dosage form, and strength as the reference product. The development program is focused on establishing the analytical similarity of SCN-106 to the reference product. Multiple clones of CHO cells have been produced to synthesize lots of SCN-106 which were screened for similarity to the reference product for several key biochemical quality attributes as well as overall protein yield and finalization of a lead clone.
Scienture completed a Biosimilar Initial Advisory meeting with the FDA in June 2023 to discuss the CMC, non-clinical, and clinical studies required for regulatory approval. As a result of this meeting, Scienture learned that its analytical strategy for initiating analytical similarity studies between SCN-106 and a proposed biosimilar product is acceptable. Scienture also learned that SCN-106 is suitable for further development and received guidance from the FDA on a comparable clinical study needed to demonstrate biosimilarity of SCN-106 and the reference product. In this regard, Scienture was informed that no additional safety, PK, toxicology or dose range finding studies will be required due to the method of use (very limited exposure) and the availability of an extensive amount of data on the original brand product. The only clinical requirement is a comparative phase 3 clinical study in the sensitive population to demonstrate that there are no clinically meaningful differences between SCN-106 and the currently marketed product.
SCN-106 is a potential biosimilar and considered by the Company to be part of its product development portfolio, however the Company is not pursuing patent protection for this product.
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SCN-107 (Bupivacaine Long-Acting Injection)
SCN-107 is a long-acting injection suspension formulation of a non-opioid analgesic that is indicated for postsurgical local and regional analgesia. Scienture’s long-acting formulation, SCN-107, is a novel microsphere-based formulation of bupivacaine that comprises the drug in polymer-based microspheres and is intended to provide pain management over a period of 5-7 days. The product candidate is designed to potentially provide longer term post-surgical pain relief compared to the currently available products in the market.
Based on initial discussions with FDA regarding this program, Scienture believes this product candidate would require at least one Phase 3 clinical trial to support submission of a marketing application. Scienture anticipates submitting an IND and, if cleared by the FDA, initiating a Phase 1 single dose study in healthy adults in 2025 to conduct an initial assessment of safety and tolerability of SCN-107.
Scienture has entered into Feasibility Study and Animal Trial Material Manufacturing Agreement with Innocore Technologies, B.V. (“Innocore”), as amended on December 2, 2022 (the “Innocore License”), for certain intellectual property rights associated with SCN-107. Under the Innocore License, Innocore granted Scienture a worldwide exclusive, milestone, royalty-bearing and sublicensable license to certain patent rights for the research and development of SCN-107 in postsurgical local and regional analgesia. Pursuant to the Innocore License, Scienture is required to make low single-digit percentage royalty payments based on annual net sales of licensed products for the first three years of sales on a country-by-country basis, subject to a low single digit increase as of the fourth year of sales on a country-by-country basis.
SCN-107 has a formulation composition and method of use application pending in the U.S. (Appl. No. 17/996,995; Filing Date: October 24, 2022; Expiration Date: on or after April 22, 2041). Applications in Canada and Europe are currently pending. As described above, the Company licenses certain patent rights from Innocore for the research and development of SCN-107.
Liquidity and Capital Resources
Cash
Cash was $15,391 as of June 30, 2025, compared to $308,096 as of December 31, 2024. We expect that our future available capital resources will consist primarily of cash generated from Scienture’s operations, remaining cash balances, borrowings, and additional funds raised through sales of debt and/or equity securities.
Liquidity
Cash, current assets, current liabilities, short term debt and working capital at the end of each period were as follows:
| June 30, | December 31, | Percent | ||||||||||||||
| 2025 | 2024 | Change | Change | |||||||||||||
| Cash | $ | 15,391 | $ | 308,096 | $ | (292,705 | ) | -95 | % | |||||||
| Current assets (excluding cash) | $ | 841,234 | $ | 5,997,381 | $ | (5,156,147 | ) | -86 | % | |||||||
| Current liabilities | $ | 7,688,199 | $ | 7,906,893 | $ | (218,694 | ) | -3 | % | |||||||
| Working capital | $ | (6,831,574 | ) | $ | (1,601,416 | ) | $ | (5,230,158 | ) | 327 | % | |||||
Our principal sources of liquidity have historically been cash provided by operations, sales of business assets and operations from time to time, sales of equity, and borrowings under various debt arrangements. Our principal uses of cash have been for operating expenses, technology development, and acquisitions. After our divestiture of our interest in IPS in April 2025 we no longer generate revenues from operations, and therefore anticipate for the remainder of 2025 our principal sources of, and uses of, cash will be from proceeds of prospective sales of equity and debt securities.
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Liquidity Outlook Cash Explanation
Cash Requirements
Our primary objectives for the remainder of 2025 are expected to be the continued implementation of Scienture business plan, and to complete potential strategic transactions of our business-to-consumer subsidiaries, which may include a potential sale, spin-off, fund raising, combination or other strategic transaction. There can be no assurance that our operations will generate significant positive cash flow, or that additional funds will be available to us, through borrowings or otherwise, on favorable terms if required in the future, or at all. We may also raise additional funding in the future through the sale of equity.
We may require additional funding in the future to implement on our business plan and potentially to expand or complete acquisitions. The sources of this capital are expected to be equity investments and notes payable. Our plan for the next twelve months is to continue exploring strategic transactions or relationships with counterparties in industries that we deem synergistic or complimentary to those of the Company, while also seeking to expand our Scienture operations organically or through acquisitions, as funding and opportunities arise. In the event we require additional funding, we plan to raise that through the sale of debt or equity, which may not be available on favorable terms, if at all, and may, if sold, cause significant dilution to existing stockholders. If we are unable to access additional capital moving forward, it may hurt our ability to grow and to generate future revenues.
Going Concern
The accompanying interim consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business within one year after the date the consolidated financial statements are issued. In accordance with Financial Accounting Standards Board, or the FASB, Accounting Standards Update No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40), our management evaluates whether there are conditions or events, considered in aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements are issued.
As of June 30, 2025, the Company had an accumulated deficit of $48,823,543. As of June 30, 2025, the Company had $15,391 in cash.
We will need to raise additional capital or secure debt funding to support on-going operations, and to fund the assets and operations of any businesses or assets we acquire. The sources of this capital are expected to be the sale of equity and debt, which may not be available on favorable terms, if at all, and may, if sold, cause significant dilution to existing stockholders. If we are unable to access additional capital moving forward, it may hurt our ability to grow and to generate future revenues, our financial position, and liquidity. These factors raise substantial doubt about the ability of the Company to continue as a going concern. Unless management is able to obtain additional financing, it is unlikely that the Company will be able to meet its funding requirements during the next 12 months. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Cash Flows
The following table summarizes our Consolidated Statements of Cash Flows for the following periods:
| Six Months Ended | ||||||||||||||||
| June 30, | Percent | |||||||||||||||
| 2025 | 2024 | Change | Change | |||||||||||||
| Net cash used in operating activities from continuing operations | (4,998,849 | ) | (5,197,913 | ) | 199,065 | -4 | % | |||||||||
| Net cash provided by (used in) operating activities from discontinued operations | 8,145 | (769,805 | ) | 777,950 | -101 | % | ||||||||||
| Operating Activities | (4,990,704 | ) | (5,967,718 | ) | 977,014 | -16 | % | |||||||||
| Net cash used in investing activities from continuing operations | - | (2,500,000 | ) | 2,500,000 | -100 | % | ||||||||||
| Net cash provided by investing activities from discontinued operations | - | 29,931,815 | (29,931,815 | ) | -100 | % | ||||||||||
| Investing Activities | - | 27,431,815 | (27,431,815 | ) | -100 | % | ||||||||||
| Net cash provided by (used in) financing activities from continuing operations | 4,697,999 | (13,891,011 | ) | 18,589,010 | -134 | % | ||||||||||
| Net cash used in financing activities from discontinued operations | - | (5,000 | ) | 5,000 | -100 | % | ||||||||||
| Financing Activities | 4,697,999 | (13,896,011 | ) | 18,594,010 | -134 | % | ||||||||||
| Net change in cash | $ | (292,705 | ) | $ | 7,568,086 | $ | (7,860,791 | ) | -104 | % | ||||||
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Cash used in operating activities for the six months ended June 30, 2025, was $4,990,704, compared to cash used in operations for the six months ended June 30, 2024, of $5,967,718. The decrease in cash used in operations for the six months ended June 30, 2025 compared to 2024 was primarily due to decreases in various expenses, charges and liabilities during the 2025 period.
Cash provided by (used in) investing activities for the six months ended June 30, 2025, was $0 and cash provided by investing activities was $27,431,815 for the six months ended June 30, 2024. The cash provided by investing activities in the 2024 period was primarily due to the disposition of various assets to Micro Merchant Systems, Inc. in the first quarter of 2024 related to our former web-based market platform, partially offset by the investment in securities of $2,500,000.
Cash provided by financing activities for the six months ended June 30, 2025, was $4,697,999 compared to $13,896,011 of cash used in financing activities for the six months ended June 30, 2024. Cash provided by financing activities in the 2025 period was due to proceeds from issuance of common stock pursuant to ELOC Agreement. The change was primarily due to the payment of dividends of $12,671,072 and repayment of contingent liability of $1,246,346 in 2024.
Results of Operations
The following selected consolidated financial data should be read in conjunction with the unaudited consolidated financial statements and the notes to these statements included above.
Three Month Period Ended June 30, 2025, compared to Three Month Period Ended June 30, 2024
| Three Months Ended | ||||||||||||||||
| June 30, | Percent | |||||||||||||||
| 2025 | 2024 | Change | Change | |||||||||||||
| Revenues | $ | - | $ | 18,699 | (18,699 | ) | -100 | % | ||||||||
| Cost of sales | - | 19,402 | (19,402 | ) | -100 | % | ||||||||||
| Gross profit | - | (703 | ) | 703 | -100 | % | ||||||||||
| Operating expenses: | ||||||||||||||||
| Wage and salary expense | 773,739 | 312,049 | 461,690 | 148 | % | |||||||||||
| Professional fees | 209,763 | 509,136 | (299,373 | ) | -59 | % | ||||||||||
| Accounting and legal expense | 381,683 | 171,708 | 209,975 | 122 | % | |||||||||||
| Technology expense | 21,408 | 86,674 | (65,266 | ) | -75 | % | ||||||||||
| General and administrative (including stock-based compensation expense) | 2,927,764 | 415,421 | 2,512,343 | 605 | % | |||||||||||
| Research and development | 843,549 | - | 843,549 | 100 | % | |||||||||||
| Total operating expenses | 5,157,906 | 1,494,988 | 3,662,918 | 245 | % | |||||||||||
| Change in fair value of warrant liability | 76,122 | (165,132 | ) | 241,254 | -146 | % | ||||||||||
| Change in fair value of derivative liability | (662,916 | ) | - | (662,916 | ) | 100 | % | |||||||||
| Loss on disposition of subsidiaries | (385,528 | ) | - | (385,528 | ) | 100 | % | |||||||||
| Interest income | 63,148 | 41,031 | 22,117 | 54 | % | |||||||||||
| Interest expense | (653,493 | ) | (4,949 | ) | (648,544 | ) | 13104 | % | ||||||||
| Net loss from operations | (6,720,573 | ) | (1,624,741 | ) | (5,095,832 | ) | 314 | % | ||||||||
| Loss on discontinued operations | - | (209,161 | ) | 209,161 | -100 | % | ||||||||||
| Net loss | $ | (6,720,573 | ) | $ | (1,833,902 | ) | $ | (4,886,671 | ) | 266 | % | |||||
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There are $0 in revenues for the three months ended June 30, 2025. Revenues decreased by $18,699 compared to the same period ended June 30, 2024 primarily because of the disposition of the assets and operations of Softell completed in February 2024, as well as the IPS disposition in April 2025 as the IPS’ operations that we retained after the disposition to MMS of certain assets in the first quarter of 2024. The assets and operations of IPS that we retained generated limited revenues in the 2024 period but did not generate revenues between April 1, 2025 and the time our disposition of IPS later in April.
For the three-month period ended June 30, 2025, cost of goods sold and gross profit (loss) were $0 and $0, and $19,402 and ($703), all respectively for the same period in 2024. There was no gross profit (loss) as a percentage of sales for the three months ended June 30, 2025, compared to (3.76)% for the three months ended June 30, 2024.
Wages and salary expense increased by $461,690 for the three months ended June 30, 2025 to $773,739 compared to $312,049 for the comparable period in 2024. The increase is primarily due to an increase in salaries for existing executives, as well as the addition of personnel as part of the Scienture Merger in July 2024, as compared to the same period in 2024, which increased the headcount of the Company’s operations.
Professional fees decreased by $299,373 to $209,763 compared to $509,136 for the comparable period in 2024. The decrease was primarily due to decrease in external consulting fees expense in 2025.
Accounting and legal expenses increased by $209,975 for the three months ended June 30, 2025 to $381,683 compared to $171,708 for the comparable period in 2024. The increase is primarily due to more SEC filings and corporate actions and contemplated transactions requiring additional accounting and legal services.
General and administrative expenses (including stock-based compensation expense) increased by $2,512,343 for the three months ended June 30, 2025, to $2,927,764 compared to $415,421 for the comparable period in 2024. The increase from 2024 was mainly due to shares issued in the second quarter of 2025.
Technology expense decreased by $65,266 for the three months ended June 30, 2025 to $21,408 compared to $86,674 for the comparable period in 2024. The decrease was mainly due to a less of software expense and software support expense after the disposition of IPS.
Research and development expense pertain to Scienture LLC’s operations after its acquisition in July 2024. Research and development expenses was mainly due to contract research organization costs of Scienture LLC. Total expenses by program were as follows:
| Three Months Ended | ||||||
| Project Codes | Product Name | June 30, 2025 | ||||
| SCN-102 | Losartan | $ | (77,490 | ) | ||
| SCN-104 | DHE | 344,450 | ||||
| SCN-106 | Alteplase | 146,353 | ||||
| SCN-107 | Bupivacaine | 430,235 | ||||
| Total research and development expense | $ | 843,549 | ||||
We had interest expense of $653,493 for the three months ended June 30, 2025, compared to interest expense of $4,949 for the three months ended June 30, 2024. The increase is due to the interest expense on Scienture LLC’s convertible debt, the convertible notes issued in November 2024, and related debt discount amortization on these notes.
We recognized a gain on the change in the fair value of the warrant liability of $76,122 for the three months ended June 30, 2025, compared to a loss of $165,132 during the three months ended June 30, 2024, based on the underlying valuation inputs.
We recognized a loss on the change in the fair value of the derivative liability of $662,916 for the three months ended June 30, 2025, based on the underlying valuation inputs and the conversion features of the Debenture issued to Arena.
During the three months ended June 30, 2025, the Company incurred a net loss from continuing operations of $6,720,573 compared to a net loss from continuing operations of $1,624,741 for the three months ended June 30, 2024. The change was due to the decrease in operating income, other income (expense).
Net income from discontinued operations was $209,161 for the three months ended June 30, 2024. The income was primarily due to the disposal of Softell’s assets, partially offset by loss on disposal of Superlatus Inc. during the three months ended June 30, 2024.
Six Month Period Ended June 30, 2025, compared to Six Month Period Ended June 30, 2024
| Six Months Ended | ||||||||||||||||
| June 30, | Percent | |||||||||||||||
| 2025 | 2024 | Change | Change | |||||||||||||
| Revenues | $ | 10,258 | $ | 18,699 | (8,441 | ) | -45 | % | ||||||||
| Cost of sales | 9,585 | 19,402 | (9,817 | ) | -51 | % | ||||||||||
| Gross profit | 673 | (703 | ) | 1,376 | -196 | % | ||||||||||
| Operating expenses: | ||||||||||||||||
| Wage and salary expense | 1,469,807 | 534,644 | 935,163 | 175 | % | |||||||||||
| Professional fees | 622,613 | 688,689 | (66,076 | ) | -10 | % | ||||||||||
| Accounting and legal expense | 852,508 | 510,755 | 341,753 | 67 | % | |||||||||||
| Technology expense | 83,028 | 138,289 | (55,261 | ) | -40 | % | ||||||||||
| General and administrative (including stock-based compensation expense) | 4,283,712 | 5,115,582 | (831,870 | ) | -16 | % | ||||||||||
| Research and development | 1,418,228 | - | 1,418,228 | 100 | % | |||||||||||
| Total operating expenses | 8,729,896 | 6,987,959 | 1,741,937 | 25 | % | |||||||||||
| Change in fair value of warrant liability | 722,108 | (895,021 | ) | 1,617,129 | -181 | % | ||||||||||
| Change in fair value of derivative liability | (59,594 | ) | - | (59,594 | ) | 100 | % | |||||||||
| Loss on conversion of note payable | (96,646 | ) | - | (96,646 | ) | 100 | % | |||||||||
| Loss on disposition of subsidiaries | (385,528 | ) | - | (385,528 | ) | 100 | % | |||||||||
| Interest income | 88,590 | 103,952 | (15,362 | ) | -15 | % | ||||||||||
| Loss on disposal of asset | - | (374,968 | ) | 374,968 | -100 | % | ||||||||||
| Interest expense | (1,324,277 | ) | (103,464 | ) | (1,220,813 | ) | 1180 | % | ||||||||
| Net loss from operations | (9,784,570 | ) | (8,258,163 | ) | (1,526,406 | ) | 18 | % | ||||||||
| Income from discontinued operations, net of tax | - | 27,670,294 | (27,670,294 | ) | -100 | % | ||||||||||
| Net (loss) income | $ | (9,784,570 | ) | $ | 19,412,131 | $ | (29,196,701 | ) | -150 | % | ||||||
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There are $10,258 in revenues for the six months ended June 30, 2025. Revenues decreased by $8,441 compared to the same period ended June 30, 2024 primarily because of the disposition of the assets and operations of Softell completed in February 2024 , as well as the IPS disposition in April 2025 as the IPS’ operations that we retained after the disposition to MMS of certain assets in the first quarter of 2024. The assets and operations of IPS that we retained generated limited revenues in the first quarter of 2025.
For the six-month period ended June 30, 2025, cost of goods sold and gross profit (loss) were $9,585 and $673, and $19,402 and ($703), all respectively for the same period in 2024. Gross profit (loss) as a percentage of sales was 6.56% for the six months ended June 30, 2025, compared to (3.76)% for the six months ended June 30, 2024.
Wages and salary expense increased by $935,163 for the six months ended June 30, 2025 to $1,469,807 compared to $534,644 for the comparable period in 2024. The increase is primarily due to an increase in salaries for executives, as well as the Scienture Merger in July 2024, as compared to the same period in 2024, which increased the headcount of the Company’s operations.
Professional fees decreased by $66,076 to $622,613 compared to $688,689 for the comparable period in 2024. The decrease was primarily due to decrease in external consulting fees expense in 2025.
Accounting and legal expenses increased by $341,753 for the six months ended June 30, 2025 to $852,508 compared to $510,755 for the comparable period in 2024. The increase is primarily due to more SEC filings and corporate actions requiring additional accounting and legal services.
General and administrative expenses (including stock-based compensation expense) decreased by $831,870 for the six months ended June 30, 2025, to $4,283,712 compared to $5,115,582 for the comparable period in 2024. The decrease from 2024 was mainly due to less shares issued in the first and second quarter of 2025 as compared to the fair value of shares issued in the first and second quarter of 2024.
Technology expense decreased by $55,261 for the six months ended June 30, 2025 to $83,028 compared to $138,289 for the comparable period in 2024. The decrease was mainly due to decreased software expense and software support expense.
Research and development expense pertain to Scienture LLC’s operations post-acquisition. Research and development expenses was mainly due to contract research organization costs of Scienture LLC. Total expenses by program were as follows:
| Six Months Ended | ||||||
| Project Codes | Product Name | June 30, 2025 | ||||
| SCN-102 | Losartan | $ | 127,573 | |||
| SCN-104 | DHE | 504,302 | ||||
| SCN-106 | Alteplase | 286,353 | ||||
| SCN-107 | Bupivacaine | 500,000 | ||||
| Total research and development expense | $ | 1,418,228 | ||||
We had interest expense of $1,324,277 for the six months ended June 30, 2025, compared to interest expense of $103,464 for the six months ended June 30, 2024. The increase is due to the interest expense on Scienture LLC’s convertible debt, the convertible notes issued in November 2024, and related debt discount amortization on these notes.
We recognized a gain on the change in the fair value of the warrant liability of $722,108 for the six months ended June 30, 2025, compared to a loss of $895,021 during the six months ended June 30, 2024, based on the underlying valuation inputs.
We recognized a loss on the change in the fair value of the derivative liability of $59,594 for the six months ended June 30, 2025, based on the underlying valuation inputs and the conversion features of the Arena convertible debenture.
During the six months ended June 30, 2025, the Company incurred a net loss from continuing operations of $9,784,570 compared to a net loss from continuing operations of $8,258,163 for the six months ended June 30, 2024. The change was due to change in operating income, other income (expense).
Net income from discontinued operations was $27,670,294 for the six months ended June 30, 2024. The income was primarily due to the disposal of Softell assets, partially offset by loss on disposal of Superlatus Inc. during the six months ended June 30, 2024.
Critical Accounting Policies
Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of net sales and expenses for each period. The following represents a summary of our critical accounting policies, defined as those policies that we believe are the most important to the portrayal of our financial condition and results of operations and that require management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain.
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Acquisitions
The Company accounts for acquisitions and investments in businesses as business combinations if the target meets the definition of a business and (a) the target is a variable interest entity and the Company is the target’s primary beneficiary, and therefore the Company must consolidate its financial statements, or (b) the Company acquires more than 50% of the voting interest of the target and it was not previously consolidated. The Company records business combinations using the acquisition method of accounting, which requires all the assets acquired and liabilities assumed to be recorded at fair value as of the acquisition date. The excess of the purchase price over the estimated fair values of the net tangible and intangible assets acquired is recorded as goodwill.
The application of the acquisition method of accounting for business combinations requires management to make significant estimates and assumptions in the determination of the fair value of assets acquired and liabilities assumed in order to properly
Stock-Based Compensation
The Company accounts for stock-based compensation to employees in accordance with ASC 718, “Compensation-Stock Compensation”. ASC 718 requires companies to measure the cost of employee services received in exchange for an award of equity instruments, including stock options, based on the grant date fair value of the award and to recognize it as compensation expense over the period the employee is required to provide service in exchange for the award, usually the vesting period. Stock option forfeitures are recognized at the date of employee termination. Effective January 1, 2019, the Company adopted ASU 2018-07 for the accounting of share-based payments granted to non-employees for goods and services.
Recently Issued Accounting Standards
For more information on recently issued accounting standards, see “NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION,” to the Notes to Consolidated Financial Statements included herein under “PART I. - ITEM 1. FINANCIAL STATEMENTS”.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Disclosure controls and procedures are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC’s rules and forms and is accumulated and communicated to the Company’s management, as appropriate, in order to allow timely decisions in connection with required disclosure.
Under the supervision and with the participation of our management, including our co-Chief Executive Officers and our Chief Financial Officer (our principal executive officers and principal accounting/financial officer), we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this Report. Based on this evaluation, our co-Chief Executive Officers and our Chief Financial Officer concluded that as of June 30, 2025, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in our reports filed with the SEC pursuant to the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including our co-CEOs and CFO, as appropriate, to allow timely decisions regarding required disclosures.
Limitations on the Effectiveness of Controls
Management of the Company, including its co-Chief Executive Officers and its Chief Financial Officer, does not expect that the Company’s disclosure controls and procedures or its internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Furthermore, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons or by the collusion of two or more persons. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of the effectiveness of controls to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.
Changes in Internal Control Over Financial Reporting
There have not been any changes in our internal control over financial reporting during the quarter ended June 30, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In the ordinary course of business, we may become a party to lawsuits involving various matters. The impact and outcome of litigation, if any, is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We believe the ultimate resolution of any such current proceeding will not have a material adverse effect on our continued financial position, results of operations or cash flows.
Such current litigation or other legal proceedings are described in, and incorporated by reference in, this “ITEM 1. LEGAL PROCEEDINGS” of this Report from, “PART I – ITEM 1. FINANCIAL STATEMENTS” in the Notes to Consolidated Financial Statements in “NOTE 12 – COMMITMENTS AND CONTINGENCIES”. The Company believes that the resolution of currently pending matters will not individually or in the aggregate have a material adverse effect on our financial condition or results of operations. However, assessment of the current litigation or other legal claims could change in light of the discovery of facts not presently known to the Company or by judges, juries or other finders of fact, which are not in accord with management’s evaluation of the possible liability or outcome of such litigation or claims.
Additionally, the outcome of litigation is inherently uncertain. If one or more legal matters were resolved against the Company in a reporting period for amounts in excess of management’s expectations, the Company’s financial condition and operating results for that reporting period could be materially adversely affected.
ITEM 1A. RISK FACTORS
There have been no material changes from the risk factors previously disclosed in Part I, Item 1A of the Form 10-K. Investors should review the risks disclosed in the Form 10-K and in this Report, prior to making an investment in the Company. The business, financial condition and operating results of the Company can be affected by a number of factors, whether currently known or unknown, including but not limited to those described in the Form 10-K,this Report, and other reports we have filed with the SEC, any one or more of which could, directly or indirectly, cause the Company’s actual financial condition and operating results to vary materially from past, or from anticipated future, financial condition and operating results. Any of these factors, in whole or in part, could materially and adversely affect the Company’s business, financial condition, operating results and stock price.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Recent Sales of Unregistered Securities
The Board recently approved a capital raise by the Company in an aggregate amount of up to $3,000,000 pursuant to a form of Common Stock Purchase Agreement (the “Purchase Agreement”). The Purchase Agreement provides that the Company would issue and sell, and investors would purchase, shares of the Company’s common stock, par value $0.00001 per share, for a price per share of $1.59.
Between July 18, 2025 and August 6, 2025, we entered into Purchase Agreements with multiple investors, pursuant to which such investors purchased, and the Company sold, an aggregate of 754,716 shares of the Company’s common stock. As of August 6, 2025, we have received approximately $1.3 million in aggregate proceeds, though the Company may continue to raise additional proceeds of up to the $3 million approved by the Board. The Company relied on the exemption from registration set forth in Section 4(a)(2) and/or Rule 506 of Regulation D, of the Securities Act for these issuances.
During the three months ended June 30, 2025, the Company issued 3,002,086 shares of common stock, including 550,000 shares of common stock to its directors and officer, for services. The Company relied on the exemption from registration set forth in Section 4(a)(2) of the Securities Act for this issuance.
During the three months ended June 30, 2025, the Company issued 1,952,086 shares of common stock to its former Chief Executive Officer and former President and Chief Operating Officer, for consulting services pursuant to consulting agreements. The Company relied on the exemption from registration set forth in Section 4(a)(2) of the Securities Act for this issuance.
| 34 |
In each case, the issuance did not involve a public offering and was made without general solicitation or general advertising, and the recipient of the shares was an accredited investor and represented they acquired the shares for investment purposes and not with a view to distribution.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
The Company did not repurchase shares of common stock during the first and second quarters of 2025.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
None.
ITEM 5. OTHER INFORMATION
(a) During the quarter ended June 30, 2025, there was no information required to be disclosed in a report on Form 8-K which was not disclosed in a report on Form 8-K.
(b) During the quarter ended June 30, 2025, there were no material changes to the procedures by which stockholders may recommend nominees to our Board.
(c)
During the quarter ended June 30, 2025, no officer or director
| 35 |
ITEM 6. EXHIBITS
# Exhibits and/or schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplementally copies of any of the omitted exhibits and schedules upon request by the SEC; provided, however, that the registrant may request confidential treatment pursuant to Rule 24b-2 under the Exchange Act for any exhibits or schedules so furnished.
| 36 |
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 thereunto duly authorized.
| SCIENTURE HOLDINGS, INC. | ||
| By: | /s/ Dr. Narasimhan Mani | |
| Dr. Narasimhan Mani | ||
Co-Chief Executive Officer and President (Principal Executive Officer) | ||
| By: | /s/ Dr. Shankar Hariharan | |
| Dr. Shankar Hariharan | ||
Co-Chief Executive Officer and Executive Chairman (Principal Executive Officer) | ||
| By: | /s/ Eric Sherb | |
| Eric Sherb | ||
Chief Financial Officer (Principal Accounting/Financial Officer) | ||
| Date: | August 12, 2025 | |
| 37 |
Exhibit 10.1
COMMON STOCK PURCHASE AGREEMENT
This Common Stock Purchase Agreement (this “Agreement”) is made and entered into as of July 2025, by and between SCIENTURE HOLDINGS, INC., a Delaware corporation with its principal (the “Company”) and the investors listed on Schedule A hereto (each, an “Investor”).
WHEREAS, subject to the terms and conditions set forth in this Agreement, the Company desires to issue and sell to Investor, and Investor desires to purchase from the Company, additional shares of Common Stock (as defined below) as more fully described in this Agreement.
NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Authorization and Sale of Common Stock. Subject to the terms and conditions of this Agreement, the Company agrees to sell and issue to each Investor, and each Investor agrees to purchase from the Company, the number of shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), set forth opposite such Investor’s name on Schedule A, at a purchase price of $1.59 per share (the “Purchase Price”), which represents the closing price of the Company’s Common Stock as of July 11, 2025.
2. Closing. The closing of the purchase and sale of the Common Stock (the “Closing”) shall take place on , 2025 (the “Closing Date”), subject to the satisfaction of all conditions precedent, remotely via the exchange of documents and signatures or at such other time and place as the parties shall agree. On the Closing Date:
(a) The Company will deliver to Investor: (i) evidence of the book-entry issuance of the shares of Common Stock purchased by the Investor; and (ii) a certificate executed by an officer of the Company certifying that the execution, delivery and performance of this Agreement and the sale and issuance of the shares of Common Stock to Investor has been duly authorized by the Company’s board of directors and that such resolutions are in full force and effect.
(b) Each Investor will deliver to the Company the Purchase Price via wire transfer of immediately available funds.
3. Representations and Warranties of the Company. The Company represents and warrants to the Investors that:
(a) The Company has full power and authority to enter into this Agreement and this Agreement, when executed and delivered by the Company, will constitute valid and legally binding obligations of the Company, enforceable against Investor in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.
(b) The Company is a corporation duly organized, validly existing, and in good standing under the laws of Delaware.
(c) The Common Stock is duly authorized, and when issued and delivered against payment, will be validly issued, fully paid, and non-assessable.
(d) The Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and has filed all required reports.
(e) No consent or approval of any governmental authority (other than under the Securities Act is required.
4. Representations and Warranties of Investor. Investor represents and warrants to the Company that:
(a) Investor has full power and authority to enter into this Agreement and this Agreement, when executed and delivered by Investor, will constitute valid and legally binding obligations of Investor, enforceable against Investor in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.
(b) Investor has not been formed for the specific purpose of acquiring the shares of Common Stock and is acquiring shares of the Company’s Common Stock for Investor’s own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof, and has no present intention of selling, granting any participation in, or otherwise distributing the shares of Common Stock.
(c) Investor does not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third party, with respect to any of the shares of Common Stock.
(d) Investor has had an opportunity to discuss the Company’s business, management, financial affairs and the terms and conditions of the offering of the share of the Company’s common stock with the Company’s management and has had access to the Company’s reports with the Securities and Exchange Commission to inform Investor’s decision to purchase the shares of Common Stock.
(e) Neither the Investor, nor any of its officers, directors, employees, agents, stockholders or partners has either directly or indirectly, including, through a broker or finder (a) engaged in any general solicitation, or (b) published any advertisement in connection with the offer and sale of the shares of Common Stock.
(f) Investor is an “accredited investor” as defined in Rule 501(a) under Regulation D of the Securities Act of 1933, as amended (the “Securities Act”).
(g) Investor understands that the shares of Common Stock have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends on, among other things, the bona fide nature of the investment intent and the accuracy of Investor’s representations as expressed herein. Investor understands that the shares of Common Stock are “restricted securities” under applicable United States federal and state securities laws and that, pursuant to these laws, Investor must hold the shares of Common Stock indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. Investor further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the shares of Common Stock, and on requirements relating to the Company which are outside of Investor’s control, and which the Company is under no obligation to satisfy, except as set forth in this Agreement. Investor represents that it is familiar with Rule 144 promulgated under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.
(h) Investor understands and acknowledges that the shares of Common Stock will be issued with a restrictive legend that limits restrictions on transfer of the shares of Common Stock in a form substantially similar to the following legend:
“THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.”
5. Covenants
(a) As soon as practicable (and in any event on or before July 18, 2025), the Company shall file a registration statement on Form S-3 (or other appropriate form if the Company is not then S-3 eligible) providing for the resale by Investor of the shares of Common Stock.
(b) The Company shall use commercially reasonable efforts to (i) cause such registration statement to become effective as soon as possible after filing and (ii) keep such registration statement effective at all times until Investor does not own the shares of Common Stock purchased by the Investor under this Agreement.
(c) The Company shall file all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act (collectively, the “SEC Documents”) on a timely basis unless the Company has received a valid extension of such time of filing and will file any such SEC Document prior to the expiration of any such extension.
(d) The Company shall take all actions such that trading in the shares of Common Stock shall not have been suspended by the Securities and Exchange Commission or The Nasdaq Stock Market, LLC at any time during which Investor holds the shares of Common Stock purchased under this Agreement.
6. Conditions to Closing
(a) The right of the Company to issue and sell the shares of Common Stock to Investor is subject to the satisfaction of each of the conditions set forth below:
(i) The representations and warranties of Investor shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made at each such time.
(ii) Investor shall have performed, satisfied and complied in all respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Investor at or prior to such Closing Date, including, without limitation, delivery of the Purchase Price to the Company.
(b) The right of Investor to purchase the shares of Common Stock from the Company is subject to the satisfaction of each of the conditions set forth below:
(i) The representations and warranties of the Company shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made at each such time.
(ii) The Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company.
(iii) Since the date of this Agreement, no event that had or is reasonably likely to have a Material Adverse Effect has occurred except as otherwise disclosed in the SEC Documents. A “Material Adverse Effect” means any effect on the business, operations, properties, or financial condition of the Company that is material and adverse to the Company and/or any condition, circumstance, or situation that would prohibit or otherwise materially interfere with the ability of the Company to enter into and perform its obligations under this Agreement.
(iv) The Company has obtained all required approvals of any third-party pursuant to any material contract, instrument, agreement, relationship or legal obligation to which the Company is subject and this Agreement .
(v) The Company has received all necessary corporate approvals of this Agreement, and this Agreement has been duly authorized by the Company’s board of directors with such resolutions being in full force and effect.
7. Miscellaneous
(a) Unless otherwise set forth in this Agreement, the representations and warranties of the Company and Investor contained in or made pursuant to this Agreement will survive the Closing Date for a period of twelve months and will in no way be affected by any investigation or knowledge of the subject matter thereof made by or on behalf of Investor or the Company. From and after the Closing Date through the date that is twelve months from the Closing Date, each party will defend, indemnify, and hold harmless the other party and their respective affiliates, directors, officers, employees, and agents from and against any and all liabilities, obligations, claims, contingencies, taxes, fines, deficiencies, demands, assessments, losses (including diminution in value), damages (including incidental and consequential damages), costs and expenses, including, without limitation, all corrective and remedial actions, all court costs and reasonable attorneys’ fees, and all reasonable amounts paid in investigation, defense, or settlement of the foregoing) that constitute, or arise out of or in connection with such party’s: (i) breach of any representation or warranty provided in this Agreement, in each case without giving effect to any qualification as to materiality, for purposes of determining whether there has been a breach or inaccuracy or the amount of any loss; or (ii) any default in the performance or observance of any covenant or other agreement in this Agreement.
(b) The terms and conditions of this Agreement will inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.
(c) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of law principles.
(d) This Agreement constitutes the full and entire understanding and agreement among the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties are expressly canceled.
(e) No amendment shall be effective unless in writing and signed by both the Company and the Investor.
(f) This Agreement may be executed in more than one counterpart, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Counterparts may be delivered via electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered will be deemed to have been duly and validly delivered and be valid and effective for all purposes.
(g) Each party will bear its own costs and expenses relating to the preparation and execution of this Agreement.
(h) If any action at law or in equity (including, arbitration) is necessary to enforce or interpret the terms of this Agreement, the prevailing party will be entitled to reasonable attorneys’ fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.
(i) If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties will negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
(j) No delay or omission to exercise any right, power or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, will impair any such right, power or remedy of such non-breaching or non-defaulting party nor will it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor will any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and will be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any party, will be cumulative and not alternative.
[Signature page follows]
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
| SCIENTURE HOLDINGS, INC. | INVESTOR |
| By: | By: | ||
| Name: | Name: | ||
| Title: | Title: | ||
| Date: | Date: |
Exhibit 31.1
31.1 Certification of Chief Executive Officer
I, Dr. Narasimhan Mani, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Scienture Holdings, Inc. (the “registrant”); |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: August 12, 2025 | |
| /s/ Dr. Narasimhan Mani | |
| Dr. Narasimhan Mani | |
| Co-Chief Executive Officer and President (Principal Executive Officer) |
31.1 Certification of Chief Executive Officer
I, Dr. Shankar Hariharan, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Scienture Holdings, Inc. (the “registrant”); |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: August 12, 2025 | |
| /s/ Dr. Shankar Hariharan | |
| Dr. Shankar Hariharan | |
| Co-Chief Executive Officer and Executive Chairman (Principal Executive Officer) |
Exhibit 31.2
Certification of Chief Financial Officer
I, Eric Sherb, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Scienture Holdings, Inc. (the “registrant”); |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: August 12, 2025 | |
| /s/ Eric Sherb | |
| Eric Sherb | |
| Chief Financial Officer (Principal Accounting/Financial Officer) |
Exhibit 32.1
Certification of Chief Executive Officer
Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002
I, Dr. Narasimhan Mani, co-Chief Executive Officer of Scienture Holdings, Inc. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:
| (i) | The Quarterly Report on Form 10-Q of Scienture Holdings, Inc. for the quarter ended June 30, 2025 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, and | |
| (ii) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated. |
| Date: August 12, 2025 | |
| /s/ Dr. Narasimhan Mani | |
| Dr. Narasimhan Mani | |
| Co-Chief Executive Officer and President(Principal Executive Officer) |
Certification of Chief Executive Officer
Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002
I, Dr. Narasimhan Mani, co-Chief Executive Officer of Scienture Holdings, Inc. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:
| (i) | The Quarterly Report on Form 10-Q of Scienture Holdings, Inc. for the quarter ended June 30, 2025 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, and | |
| (ii) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated. |
| Date: August 12, 2025 | |
| /s/ Dr. Shankar Hariharan | |
| Dr. Shankar Hariharan | |
| Co-Chief Executive Officer and Executive Chairman (Principal Executive Officer) |
Exhibit 32.2
Certification of Chief Financial Officer
Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002
I, Eric Sherb, Chief Financial Officer of Scienture Holdings, Inc. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:
| (i) | The Quarterly Report on Form 10-Q of Scienture Holdings, Inc. for the quarter ended June 30, 2025 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, and | |
| (ii) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated. |
| Date: August 12, 2025 | |
| /s/ Eric Sherb | |
| Eric Sherb | |
| Chief Financial Officer (Principal Accounting/Financial Officer) |