What changed in this filing

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Item 9A. Controls and Procedures

2026-03-30 compared with 2025-03-26 · 83 added, 331 removed, 159 unchanged (72% of the section changed)

5 unchanged sentences

of Disclosure Controls and Procedures

the supervision and with the participation of our management, including our Chief Executive Officer and our former Interim Principal

Financial/Accounting Officer, Mr.

Ajjarapu and Mr.

Patel, respectively, 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 Annual Report (December 31, 2024).

Based on this evaluation, our Chief Executive Officer and our former

Interim Principal Financial/Accounting Officer concluded that as of December 31, 2024, our disclosure controls and procedures were not

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 CEO and Interim Principal Financial/Accounting

Officer, as appropriate, to allow timely decisions regarding required disclosures.

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 December 31, 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.

a result of the formative stage of our development, the Company has not fully implemented the necessary internal controls.

64 unchanged sentences

on the Effectiveness of Controls

of the Company, including its Chief Executive Officer and its current Chief Financial Officer, does not expect that the Company’s

of the Company, including its co-Chief Executive Officers and its current 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.

16 unchanged sentences

in Internal Control Over Financial Reporting.

have not been any changes in our internal control over financial reporting during the quarter ended December 31, 2024, that have materially

have not been any changes in our internal control over financial reporting during the year ended December 31, 2025, that have materially

affected, or are reasonably likely to materially affect, our internal control over financial reporting.

5 unchanged sentences

financial reporting process to provide reasonable assurance that we could report our financial results accurately and timely.

Trading Plans of Directors and Officers

the three months ended December 31, 2024, no director or officer of the Company adopted or terminated a “Rule

10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation

connection with the consummation of the Mergers, on July 25, 2024, the Company’s Board appointed Shankar Hariharan and Narasimhan

Mani to the Board.

It has not yet been determined on which committees of the Board either Dr.

Hariharan or Dr.

Mani will serve.

April 10, 2024, Candice Beaumont voluntarily resigned as a director of the Company.

Beaumont’s decision to resign was not the

result of any dispute or disagreement with the Company or any matter relating to the Company’s operations, policies or practices.

January 15, 2025 and January 16, respectively, Narasimhan Mani and Prashant Patel each voluntarily resigned as directors of Scienture

Holdings, Inc.

(the “Company”).

Neither resignation was the result of any dispute or disagreement with the Company or any

matter relating to the Company’s operations, policies or practices.

Patel and Dr.

Mani will not receive compensation for their

service on the Board of Directors of the Company during 2025.

Patel and Dr.

Mani each will continue on in their respective management

April 2, 2024 the Company filed with the SEC a Notification of Late Filing on Form 12b-25 reporting that it required additional time

to complete its Annual Report on Form 10-K for the period ending December 31, 2023 (the “Form 10-K”).

April 17, 2024, the Company received a notice (the “Notice”) from the Nasdaq Listing Qualifications Department indicating

that the Company was not compliant with the timely filing requirement for continued listing under Nasdaq Listing Rule 5250(c)(1) (the

“Listing Rule”), which requires listed companies to timely file all required periodic reports with the SEC.

Notice had no immediate effect on the listing or trading of the Company’s common stock.

The Notice indicated that the Company must,

no later than June 17, 2024, submit a plan to regain compliance with respect to the filing requirement.

However, as a result of filing

this Form 10-K on April 22, 2024, the Company believes it has fully regained compliance with the Nasdaq Listing Rule.

the quarter ended December 31, 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.

the quarter ended December 31, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement”

or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

required by Items 10, 11, 12, 13 and 14 of Part III is omitted from this Annual Report and will be filed in a definitive proxy statement

or by an amendment to this Annual Report not later than 120 days after the end of the fiscal year covered by this Annual Report (subject

to any extension provided by Exchange Act Rule 0-3).

EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

information regarding our directors, executive officers, and corporate governance, including information regarding the committees of

our Board of Directors and certain of our policies and procedures, see the sections entitled “ Proposal 1:

Election of Directors ,”

“ Directors, Executive Officers and Corporate Governance ” and “ Certain Relationships and Related Transactions,

and Director Independence ” of our 2024 Proxy Statement.

following is a brief description of the education and business experience of our former President, Chief Operating Officer, Interim Principal

Financial/Accounting Officer:

Patel, President, Chief Operating Officer, Interim Principal Financial/Accounting Officer and Director

Patel, age 50, previously served as our full-time President and Chief Operating Officer since our acquisition of TRxADE Nevada on January

8, 2014 and served as a director until January 3, 2025.

Effective March 6, 2023, Mr.

Patel, was appointed as Interim Principal Financial/Accounting

Officer of the Company.

Patel resigned from his position as Interim Principal Financial/Accounting Officer of the Company effective

March 13, 2025.

Patel also serves as a director, the President, and the Chief Operating Officer of Wellgistics Health, Inc.

is a registered pharmacist and pharmaceutical consultant with over twenty years of experience in retail pharmacy and pharmaceutical logistics,

and the founder of several pharmacies in the Tampa Bay, Florida area.

Patel has been President and Member of Board of Directors of

Trxade Nevada since August 2010.

Since October 2008, Mr.

Patel has been Managing Member of APAA LLC, a pharmacy and CEO of Pharmaceutical

Returns of America LLC, a pharmaceutical reverse distributor.

Patel graduated from Nottingham University School of Pharmacy and practiced

in the United Kingdom before obtaining his masters in Transport, Trade and Finance from Cass Business School, City University, United

following is a brief description of the education and business experience of our current Chief Financial Officer:

Sherb, Chief Financial Officer

Sherb, age 38, previously served as a financial consultant and advisor to the Company since 2023.

Effective March 13, 2025, Mr.

was appointed as Chief Financial Officer of the Company.

He is a CPA with 16 years of experience in accounting advisory, auditing and mergers and acquisitions.

career at PricewaterhouseCoopers, where he worked as a senior associate from July 2008 to January 2013.

Sherb has several years’

experience in mid-size audit and consulting firms with clients in a variety of industries.

Following his time at PricewaterhouseCoopers,

Sherb served as Audit Manager at RBSM LLP, and Senior Manager at CFGI.

Since October 2018, Eric has been a founder and owner of EMS

Consulting Services, LLC.

He has extensive experience in financial reporting for pre-revenue startups to large public entities, including

bookkeeping, consolidation, financial statement preparation and analysis, management and investor reporting, financial modeling and audit

and IPO readiness.

Sherb has provided technical advisory on complex transactions, including debt/equity financings, business combinations,

revenue recognition, lease arrangements, etc.

Sherb has helped clients establish and improve financial operations, including system

implementation, compensation structures and the creation of accounting policies and processes.

Sherb graduated with a Bachelor of

Business Administration from Emory University in Accounting and Finance.

certain information regarding our director and executive compensation, see the sections entitled “ Directors, Executive Officers

and Corporate Governance ” and “ Executive and Director Compensation ” of our 2024 Proxy Statement.

Summary Compensation Table

following table sets forth certain information concerning compensation earned by or paid to certain persons who we refer to as our “Named

Executive Officers” for services provided for the fiscal years ended December 31, 2024 and 2023.

and Principal Position

Other Compensation ($)

Suren Ajjarapu

Chairman of the Board,

Chief Executive Officer, and Secretary

Prashant Patel (2)

President, Chief Operating

and former Interim Principal

Financial/ Accounting Officer and Director

Eric Sherb(3)

Current Chief Financial Officer

in this column represent the aggregate grant date fair value of awards computed in accordance with Financial Accounting Standards

Board Accounting Standard Codification Topic 718.

Such grant date fair value does not take into account any estimated forfeitures.

The assumptions used in calculating the grant date fair value of restricted shares and option awards are set forth in the Critical

Accounting Policies as disclosed in our Consolidated Financial Statements for the year ended December 31, 2024.

The amount reported

in this column reflects the accounting cost for these awards and does not correspond to the actual economic value that may be received

by the officer upon the vesting of the restricted shares, the exercise of the stock options, or any sale of the underlying shares

of common stock.

a car allowance of $1,000 per month and a disability insurance policy paid for by the Company.

Patel resigned as Interim Principal Financial/Accounting Officer with the Company effective as of March 13, 2025.

Company’s Board of Directors appointed Mr.

Sherb as the Company’s Chief Financial Officer effective as of March 13, 2025.

Disclosure to 2024 Summary Compensation Table

of Compensation

compensation of our named executive officers generally consists of base salary and long-term incentive compensation in the form of equity

awards and other benefits, as described below.

Increased Officer Compensation

January 1, 2023, the Board and the Compensation Committee, increased the annual salaries of each of Mr.

Ajjarapu, Mr.

Patel and Ms.

to the levels of their salaries prior to certain reductions that had been effective since September 1, 2022.

Ajjarapu’s annual

salary was increased back to $360,000 per year, Mr.

Patel’s annual salary was increased back to $150,000 per year.

increases in officer salaries were documented by amendments to the employment agreements with each officer.

The amendments also clarified

that the equity compensation issuable to each officer was additional compensation and not specifically a result of the reduction in salaries

effective on September 1, 2022, and that the amount of reduced salary from September 1, 2022, to December 31, 2022 was forgiven by each

Principal Financial Officer Transition

March 13, 2025, the Company’s Board of Directors appointed Mr.

Sherb to serve as the Company’s Chief Financial Officer effective

as of March 13, 2025 (the “Effective Date”).

Sherb will succeed Mr.

Patel, who previously served as the Company’s

Interim Principal Financial/Accounting Officer.

Patel notified the Company’s Board of Directors of his intention to resign

his positions with the Company, including as President, Chief Operating Officer, and Interim Principal Financial/Accounting Officer effective

as of the Effective Date.

connection with Mr.

Sherb’s appointment as Chief Financial Officer, the Company and EMS Consulting Services, Inc., an entity controlled

Sherb, entered into an independent contractor agreement (the “Agreement”) whereby Mr.

Sherb has agreed to perform,

on a full-time basis, all services (a) assigned by the Company’s Chief Executive Officer and (b) otherwise necessary or convenient

in fulfilling the obligations associated with serving as the Chief Financial Officer of a publicly-traded company with common stock listed

on The Nasdaq Marketplace LLC.

In exchange, the Company has agreed to pay Mr.

Sherb (i) an annual cash fee of $100,000;

(ii) an annual

grant of shares of the Company’s common stock equal to an aggregate amount of $50,000, to be issued as soon as reasonably practicable

upon signing of this Agreement and every year thereafter during the term of the Agreement;

and (c) an annual discretionary bonus in an

amount, if any, determined in the sole discretion of the Company’s Board of Directors.

The Agreement became effective on the Effective

Date and will continue until terminated by the Company or Mr.

Sherb on no less than 14 days’ prior notice.

the fiscal years ending December 31, 2023 and 2024, Mr.

Sherb received $3,794 and $82,252, respectively, as consideration for certain

financial advisory and consulting services that he provided to the Company.

Equity Awards At Fiscal Year-End

following table sets forth information as of December 31, 2024, concerning unexercised options, unvested stock and equity incentive plan

awards for each of the executive officers named in the Summary Compensation Table.

of Securities Underlying Unexercised Options (#) Exercisable

of Securities Underlying Unexercised Options (#) Unexercisable

Incentive Plan Awards:

Number of Securities Underlying Unexercised Unearned Options

Exercise Price ($)

Expiration Date

with Our Chief Financial Officer

Sherb , Chief Financial Officer

March 13, 2025, the Company entered into an Independent Contractor Agreement with EMS Consulting Services, Inc., an entity controlled

Sherb (the “IC Agreement”), in connection with Mr.

Sherb’s appointment as Chief Financial Officer of the Company.

Under the IC Agreement, Mr.

Sherb has agreed to perform, on a full-time basis, all services (a) assigned by the Company’s Chief

Executive Officer and (b) otherwise necessary or convenient in fulfilling the obligations associated with serving as the Chief Financial

Officer of a publicly-traded company with common stock listed on The Nasdaq Marketplace LLC.

In exchange, the Company has agreed to pay

Sherb (i) an annual cash fee of $100,000;

(ii) an annual grant of shares of the Company’s common stock equal to an aggregate

amount of $50,000, to be issued as soon as reasonably practicable upon signing of this Agreement and every year thereafter during the

term of the Agreement;

and (c) an annual discretionary bonus in an amount, if any, determined in the sole discretion of the Company’s

Board of Directors.

The IC Agreement became effective on March 13, 2025, and will continue until terminated by the Company or Mr.

on no less than 14 days’ prior notice.

information required under Item 10 is incorporated herein by reference to the information set forth in our the 2026 Proxy Statement.

have adopted an Insider Trading Policy which governs the purchase, sale, and/or other disposition of our securities by our directors,

officers, and employees and other covered persons designated by the policy.

We believe our Insider Trading Policy is reasonably designed

to promote compliance with insider trading laws, rules and regulations, and Nasdaq listing standards, as applicable.

A copy of our Insider

Trading Policy is filed as Exhibit 19.1 to this Annual Report.

The information required under Item 11 is incorporated herein by reference to the information set forth in our the

2026 Proxy Statement.

OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

certain information regarding the security ownership of certain beneficial owners and management and related stockholder matters, see

the section entitled “ Security Ownership of Certain Beneficial Owners and Management ” of our 2024 Proxy Statement.

Compensation Plan Information

following table provides information as of December 31, 2024 with respect to securities that may be issued under our equity compensation

securities to be

outstanding options,

warrants and rights

Weighted-average

price of outstanding options,

warrants and rights

of securities

remaining available for

future issuance under

equity compensation

plans (excluding

securities reflected in

compensation plans approved by security holders

compensation plans not approved by security holders

only equity compensation plan that has been approved by the Company’s security holders and currently is in full force and effect

is the Company’s Second Amended and Restated 2019 Equity Incentive Plan.

(the “2019 Plan”).

Stockholders approved and

ratified the 2019 Plan on May 27, 2021.

The 2019 Plan provides an opportunity for any employee, officer, director or consultant of the

Company, subject to any limitations provided by federal or state securities laws, to receive (i) incentive stock options (to eligible

employees only);

(ii) nonqualified stock options;

(iii) restricted stock;

(iv) stock awards;

(v) shares in performance of services;

(vi) any combination of the foregoing.

In making such determinations, the Board (or the Compensation Committee) may take into account

the nature of the services rendered by such person, his or her present and potential future contribution to the Company’s success,

and such other factors as the Board (or the Compensation Committee) in its discretion shall deem relevant.

Incentive stock options granted

under the 2019 Plan are intended to qualify as “incentive stock options” within the meaning of Section 422 of the Internal

Revenue Code of 1986, as amended (the “Code”).

Nonqualified (non-statutory stock options) granted under the 2019 Plan are

not intended to qualify as incentive stock options under the Code.

2019 Plan is intended to secure for the Company the benefits arising from ownership of the Company’s common stock by the employees,

officers, directors and consultants of the Company, all of whom are and will be responsible for the Company’s future growth.

2019 Plan is designed to help attract and retain for the Company, qualified personnel for positions of exceptional responsibility, to

reward employees, officers, directors, and consultants for their services to the Company and to motivate such individuals through added

incentives to further contribute to the success of the Company.

to adjustment in connection with the payment of a stock dividend, a stock split or subdivision or combination of the shares of common

stock, or a reorganization or reclassification of the Company’s common stock, the maximum aggregate number of shares of common

stock which may be issued pursuant to awards under the 2019 Plan is (i) two million (2,000,000) shares of common stock, and (ii) an annual

increase on April 1st of each calendar year, beginning in 2021 (provided that no increase was approved in 2021 or 2022) and ending in

2029 (each a “Date of Determination”), in each case subject to the approval and determination of the Administrator on or

prior to the applicable Date of Determination, equal to the lesser of (A) ten percent (10%) of the total shares of Common Stock of the

Company outstanding on the last day of the immediately preceding fiscal year and (B) such smaller number of shares as determined by the

Administrator, also known as an “evergreen” provision.

Notwithstanding the above, no more than 25 million shares of shares

of common stock may be issuable upon exercise of incentive stock options granted under the plan.

In June 2023 our shareholders approved

an amendment to the 2019 Plan to increase the number of shares of common stock reserved under the 2019 Plan by 2,000,000 additional shares.

The shares reserved under the 2019 Plan (and outstanding awards under the 2019 Plan) were proportionally reduced to give effect to the

1-for-15 reverse stock split effected by the Company in June 2023.

The Company’s board of directors and stockholders approved an amendment to the Plan increasing the available

shares under the Plan to 5,000,000 shares of the Common Stock as such common stock existed on July 24, 2024.

As of the date of this Form 10-K, a total of 4,976,070 shares of common

stock remain available for awards under the 2019 Plan.

Certain information required under Item 12 is incorporated herein by reference to the information set forth in our

the 2026 Proxy Statement.

RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

information regarding certain relationships and related transactions and director independence, see the sections entitled “ Certain

Relationships and Related Transactions, and Director Independence ” and “ Directors, Executive Officers and Corporate

Governance ” of our 2024 Proxy Statement.

The information required under Item 13 is incorporated herein by reference to the information set forth in our the

2026 Proxy Statement.

ACCOUNTANT FEES AND SERVICES

information regarding the services provided by and fees paid to our principal accountants, see the section entitled “ Proposal

Ratification of Appointment of Auditors ” of our 2024 Proxy Statement.

The information required under Item 14 is incorporated herein by reference to the information set forth in our the

2026 Proxy Statement.

FINANCIAL STATEMENTS AND SCHEDULES

13 unchanged sentences

Filed/Furnished

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, Inc.

Second Amended and Restated Certificate of Incorporation of Trxade Group, Inc.

9 unchanged sentences

Description of Registered Securities

Indemnification Agreement dated February 6, 2019 with Prashant Patel and Suren Ajjarapu

Form of Indemnification Agreement entered into between Trxade Group, Inc.

and its directors and certain officers

Employment Agreement between Trxade, Inc.

and Prashant Patel dated May 24, 2013

First Amendment to Employment Agreement with Mr.

Second Amendment to Employment Agreement between Trxade, Inc.

and Prashant Patel dated January 17, 2023 and effective September 1, 2022

April 14, 2020 Executive Employment Agreement with Suren Ajjarapu

First Amendment to Executive Employment Agreement with Suren Ajjarapu dated May 5, 2020

Second Amendment to Employment Agreement with Mr.

Third Amendment to Employment Agreement between TRxADE HEALTH, Inc.

and Suren Ajjarapu dated January 17, 2023 and effective September 1, 2022

Second Amended and Restated Trxade Group, Inc.

2019 Equity Incentive Plan

Form of Stock Option Agreement (April 2020 Grants to Employees) April 14, 2020

Form of Restricted Stock Grant Agreement (Independent Directors 2020 Award, 2020 CFO Award and 2020 Legal Counsel) April 14, 2020

Restricted Stock Grant Agreement (Mr.

Ajjarapu 2020 Performance Bonus)(Updated) May 5, 2020

Form of First Amendment to Trxade Group, Inc.

2019 Equity Incentive Plan Restricted Stock Grant Agreement (April 2020 Grants to Employees;

Independent Directors 2020 Award, 2020 CFO Award and 2020 Legal Counsel Award)

Form of Stock Option Agreement Trxade Group, Inc.

6 unchanged sentences

Independent Director Compensation Policy adopted April 14, 2020

Membership Interest Purchase Agreement dated January 20, 2023, by and among Alliance Pharma Solutions, LLC, Wood Sage, LLC, as buyer, and TRxADE HEALTH, Inc., as seller

Membership Interest Purchase Agreement dated January 20, 2023, by and among Community Specialty Pharmacy, LLC, Wood Sage, LLC, as buyer, and TRxADE HEALTH, Inc., as seller

Voluntary Withdrawal and Release Agreement effective February 4, 2023, by and between TRxADE HEALTH, INC., SOSRx, LLC and Exchange Health, LLC

Agreement and Plan of Merger dated as of June 30, 2023, by and among TRxADE Health, Inc., Foods Merger Sub, Inc., and Superlatus Inc.

Stock Swap Agreement dated June 28, 2023, by and among TRxADE Health, Inc., Suren Ajjarapu and Prashant Patel

Amended and Restated Agreement and Plan of Merger, dated July 14, 2023 by and between TRxADE Health, Inc.

and Superlatus, Inc.

Form of Lock-Up Agreement

Form of MEDS Shareholder Registration Rights Agreement for MEDS Rights

Asset Purchase Agreement, dated August 21, 2023, by and among Superlatus Inc., Perfect Day, Inc., and The Urgent Company, Inc.

Supplier Agreement, dated October 9, 2023, by and among Superlatus PD Holding Company and Rainforest Distribution Corp.

Amendment No.

1 to the Amended and Restated Agreement and Plan of Merger by and between the Company, Superlatus Inc.

and Foods Merger Sub Inc., dated January 8, 2024

Asset Purchase Agreement between Trxade, Inc., Micro Merchant Systems, Inc.

and TRxADE HEALTH Inc.

(for the limited purposes identified therein), dated February 16, 2024

Subscription Agreement, dated February 29, 2024 between Trxade, Inc.

and Lafayette Energy Corp.

Stock Purchase Agreement, dated March 5, 2024 between TRxADE HEALTH Inc.

and Superlatus Foods Inc.

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, Inc.

Consulting Agreement, dated July 25, 2024, by and between the Company and Surendra K.

Consulting Agreement, dated July 25, 2024, by and between the Company and Prashant Patel.

Form of Registration Rights Agreement.

Assignment and Assumption of Membership Interests – Integra Pharma Solutions, LLC, dated October 4, 2024, by and between the Company and Softell Inc.

Purchase Agreement, dated November 25, 2024, between the Company and Arena Business Solutions Global SPC II, Ltd.

Securities Purchase Agreement, dated November 22, 2024, between the Company and the Arena Investors.

Form of 10% Original Issue Discount Secured Convertible Debenture.

Security Agreement, dated November 25, 2024, between the Company and the Arena Investors.

Guarantee Agreement, dated November 25, 2024, between Scienture, LLC and the Arena Investors.

Registration Rights Agreement, dated November 25, 2024, between the Company and the Arena Investors.

First Amendment of Loan and Security Agreement, dated November 22, 2024, between the Company, NVK Finance, LLC, Scienture, LLC, Srivatsav, LLC, and Shankar Hariharan.

Master Services Agreement, dated October 29, 2024, by and between the Company and Anthem Biosciences Pvt.

Exclusive Commercial and Supply Agreement dated March 4, 2025, by and between Scienture, LLC and Summit Biosciences Inc.

Services Agreement, dated October 29, 2024, by and between the Company and Anthem Biosciences Pvt.

Commercial and Supply Agreement dated March 4, 2025, by and between Scienture, LLC and Summit Biosciences Inc.

Consulting Agreement by and between Scienture Holdings, Inc.

and Draper, Inc.

dated March 17, 2025

Independent Contractor Agreement by and between Scienture Holdings, Inc.

and EMS Consulting Services, LLC

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

and the investors named therein.

Form of Indemnification Agreement

Membership Interest Purchase Agreement by and among Scienture Holdings, Inc., Integra Pharmacy Solutions LLC, and Tollo Health, Inc., dated April 8, 2025

Stock Purchase Agreement by and among Scienture Holdings, Inc.

and Tollo Health, Inc., dated April 8, 2025

Form of Promissory Note

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

Narasimhan Mani

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

Shankar Hariharan

Second Amendment of Loan and Security Agreement dated October 10, 2025, by and among the Company, Scienture, LLC, and NVK Finance, LLC

Note Purchase Agreement dated October 14, 2025, by and between the Company and Streeterville Capital, LLC

Secured Promissory Note dated October 14, 2025, made by the Company in favor of Streeterville Capital, LLC

Security Agreement dated October 14, 2025, by and between the Company and Streeterville Capital, LLC

Security Agreement dated October 14, 2025, by and between Scienture, LLC and Streeterville Capital, LLC

Guaranty dated October 14, 2025, made by Scienture, LLC for the benefit of Streeterville Capital, LLC

Letter Agreement dated October 2, 2025, by and among the Company, Arena Finance Markets, LP, and Arena Special Opportunities III LP

Equity Distribution Agreement, dated September 19, 2025, with Maxim Group LLC

Form of Securities Purchase Agreement

Form of Placement Agency Agreement

Code of Ethics

Letter from MaloneBailey, LLP to the Securities and Exchange Commission dated September 14, 2023

Insider Trading Policy

List of Subsidiaries

Consent of Independent Registered Accounting Firm

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act

12 unchanged sentences

Indicates management contract or compensatory plan or arrangement.

to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this report to be signed

on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, Florida, on the 26th day of March 2025.

+ 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.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant

has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

HOLDINGS, INC.

Surendra Ajjarapu

Executive Officer

to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in

the capacities and on the dates indicated.

Surendra Ajjarapu

Executive Officer

Executive Officer)

Narasimhan Mani

Executive Officer and President

Shankar Hariharan

Co-Chief Executive Officer and Executive Chairman

to the requirements of the Securities Exchange Act of 1934, as amended, this registration statement has been signed by the following

persons on behalf of the registrant and in the capacities and on the dates indicated.

Narasimhan Mani

Executive Officer and President

Narasimhan Mani

(Co-Principal Executive Officer)

Shankar Hariharan

Co-Chief Executive Officer and Executive Chairman

Shankar Hariharan

(Co-Principal Executive Officer)

Financial Officer

1 unchanged sentence

Subbarao Jayanthi

Shankar Hariharan

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-K

Item 9A. Controls and Procedures