What changed in this filing

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Item 5. Other Information

2025-11-12 compared with 2025-08-12 · 26 added, 24 removed, 35 unchanged (59% of the section changed)

OTHER INFORMATION

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.

During the quarter ended June 30, 2025, there were no material changes to the procedures by which stockholders may recommend nominees

During the quarter ended September 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.

During the quarter ended September 30, 2025, there were no material changes to the procedures by which stockholders may recommend nominees

to our Board.

During the quarter ended June 30, 2025, no officer or director adopted or terminated (1) a plan, contract, or set of instructions intended

to by covered by the 10b5-1 affirmative defense or (2) a written trading arrangement as defined in Item 408(c) of Regulation S-K.

During the quarter ended September 30, 2025, no officer or director adopted or terminated (1) a plan, contract, or set of instructions

intended to by covered by the 10b5-1 affirmative defense or (2) a written trading arrangement as defined in Item 408(c) of Regulation

Second Amended and Restated Certificate of Incorporation of the Company, as amended through September 20, 2024 (incorporated by reference to Exhibit 3.1 of the Company’s Form 10-K filed on March 26, 2025).

3 unchanged sentences

Certificate of Amendment of Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.6 of the Company’s Form 10-K filed on March 26, 2025).

Amended and Restated Bylaws of the Company, as amended through March 24, 2022 (incorporated by reference to Exhibit 3.10 of the Company’s Form 10-K filed on March 26, 2025).

Certificate of Designation of Series B Preferred Stock (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K filed on June 26, 2023).

Certificate of Designation of Preferences, Rights and Limitations of Series C Preferred Stock (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K filed on October 11, 2023).

Certificate of Designation of Preference, Rights and Limitations of Series X Non-Voting Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K filed on July 31, 2024).

Amended and Restated Bylaws of the Company, as amended through October 1, 2025.

First Amendment to Employment Agreement effective October 1, 2024, by and between Scienture, LLC and Dr.

Narasimhan Mani (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on October 24, 2025).

First Amendment to Employment Agreement effective October 1, 2024, by and between Scienture, LLC and Dr.

Shankar Hariharan (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed on October 24, 2025).

Second Amendment of Loan and Security Agreement dated October 10, 2025, by and among the Company, Scienture, LLC, and NVK Finance, LLC (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on October 16, 2025).

Note Purchase Agreement dated October 14, 2025, by and between the Company and Streeterville Capital, LLC (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed on October 16, 2025).

Secured Promissory Note dated October 14, 2025, made by the Company in favor of Streeterville Capital, LLC (incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K filed on October 16, 2025).

Security Agreement dated October 14, 2025, by and between the Company and Streeterville Capital, LLC (incorporated by reference to Exhibit 10.4 of the Company’s Form 8-K filed on October 16, 2025).

Security Agreement dated October 14, 2025, by and between Scienture, LLC and Streeterville Capital, LLC (incorporated by reference to Exhibit 10.5 of the Company’s Form 8-K filed on October 16, 2025).

Guaranty dated October 14, 2025, made by Scienture, LLC for the benefit of Streeterville Capital, LLC (incorporated by reference to Exhibit 10.6 of the Company’s Form 8-K filed on October 16, 2025).

Letter Agreement dated October 2, 2025, by and among the Company, Arena Finance Markets, LP, and Arena Special Opportunities III LP (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on October 3, 2025).

Equity Distribution Agreement, dated September 19, 2025, with Maxim Group LLC (incorporated by reference to Exhibit 1.1 of the Company’s Form 8-K filed on September 23, 2025).

Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on August 15, 2025).

Form of Placement Agency Agreement (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed on August 15, 2025).

Form of Common Stock Purchase Agreement by and between Scienture Holdings, Inc.

and the investors named therein.

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on July 3, 2025).

Membership Interest Purchase Agreement by and among Scienture Holdings, Inc., Integra Pharmacy Solutions LLC, and Tollo Health, Inc., dated April 8, 2025 (incorporated by reference to Exhibit 1.01 of the Company’s Form 8-K filed on April 11, 2025).

Stock Purchase Agreement by and among Scienture Holdings, Inc.

and Tollo Health, Inc., dated April 8, 2025 (incorporated by reference to Exhibit 1.02 of the Company’s Form 8-K filed on April 11, 2025).

Form of Promissory Note (incorporated by reference to Exhibit 1.03 of the Company’s Form 8-K filed on April 11, 2025).

Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant

to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant

to Section 302 of the Sarbanes-Oxley Act of 2002

and the investors named therein (incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q filed on August 12, 2025).

Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Executive Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906

of the Sarbanes-Oxley Act of 2002

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Certification of Principal Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906

of the Sarbanes-Oxley Act of 2002

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within

21 unchanged sentences

Executive Officer and Executive Chairman

(Principal Executive Officer)

Executive Officer)

Financial Officer

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information