Item 5. Other Information
ITEM
5. OTHER INFORMATION
(a)
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.
(b)
During the quarter ended September 30, 2025, there were no material changes to the procedures by which stockholders may recommend nominees
to our Board.
(c)
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
S-K.
39
Table of Contents
ITEM
6. EXHIBITS
Exhibit
No.
Description
3.1
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).
3.2
Certificate of Amendment to Second Amended and Restated Certificate of Incorporation (1-for-6 Reverse Stock Split of Common Stock) filed with the Delaware Secretary of State on February 12, 2020, and effective February 13, 2020 (incorporated by reference to Exhibit 3.3 of the Company’s Form 10-K filed on March 26, 2025).
3.3
Certificate of Amendment of Certificate of Incorporation (changing name TRxADE HEALTH, INC.) (incorporated by reference to Exhibit 3.4 of the Company’s Form 10-K filed on March 26, 2025).
3.4
Form of Certificate of Amendment to Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.5 of the Company’s Form 10-K filed on March 26, 2025).
3.5
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).
3.6
Amended and Restated Bylaws of the Company, as amended through October 1, 2025.
10.1
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).
10.2
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).
10.3
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).
10.4
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).
10.5
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).
10.6
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).
10.7
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).
10.8
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).
10.9
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).
10.10
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).
10.11
Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on August 15, 2025).
10.12
Form of Placement Agency Agreement (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed on August 15, 2025).
10.13#
Form of Common Stock Purchase Agreement by and between Scienture Holdings, Inc. and the investors named therein (incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q filed on August 12, 2025).
31.1
Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1
Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2
Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS
Inline
XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within
the Inline XBRL document)
101.SCH
Inline
XBRL Taxonomy Extension Schema Document
101.CAL
Inline
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
Inline
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
Inline
XBRL Taxonomy Extension Label Linkbase Document
101.PRE
Inline
XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover
Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
#
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.
40
Table of Contents
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:
November
12, 2025
41
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.