Item 5. Other Information
ITEM
5. OTHER INFORMATION
(a)
During the quarter ended June 30, 2026, 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, 2026, there were no material changes to the procedures by which stockholders may recommend nominees
to our Board.
(c)
During the quarter ended June 30, 2026, Dr. Shankar Hariharan, our Executive Chairman and Co-Chief Executive Officer, entered
into a “Rule 10b5-1 trading arrangement” (the “ Sales Plan ”) as that term is defined in
Item 408(a) of Regulation S-K. The Sales Plan was adopted on June 3, 2026, and was intended to satisfy the affirmative defense
conditions of Rule 10b5-1(c) of the Exchange Act. In accordance with each Sales Plan, a broker is authorized to begin selling Common
Stock pursuant to the Sales Plan beginning on November 2, 2026. The Sales Plan is scheduled to terminate on January 8, 2027 (unless terminated
earlier in accordance with its terms). No sales of Common Stock may be affected at a price less than $1.00 per share, and the total number
of shares that may be sold cannot exceed 150,000.
No other 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.
34
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 March 24, 2022 (incorporated by reference to Exhibit 3.10 of the Company’s Form 10-K filed on March 26, 2025).
4.1
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).
10.1
Note Purchase Agreement dated April 27, 2026, by and between the Company and Streeterville Capital, LLC (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on May 1, 2026).
10.2
Secured Promissory Note A-1 dated April 27, 2026, made by the Company in favor of Streeterville Capital, LLC (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed on May 1, 2026).
10.3
Secured Promissory Note B dated April 27, 2026, 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 May 1, 2026).
10.4
Security Agreement dated April 27, 2026, 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 May 1, 2026).
10.5
Security Agreement dated April 27, 2026, 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 May 1, 2026).
10.6
Intellectual Property Security Agreement dated April 27, 2026, by and between Scienture, LLC and Streeterville Capital, LLC (incorporated by reference to Exhibit 10.6 of the Company’s Form 8-K filed on May 1, 2026).
10.7
Pledge Agreement dated April 27, 2026, by and between the Company and Streeterville Capital, LLC (incorporated by reference to Exhibit 10.7 of the Company’s Form 8-K filed on May 1, 2026).
10.8
Guaranty dated April 27, 2026, made by Scienture, LLC and SCNX Holdings, LLC for the benefit of Streeterville Capital, LLC (incorporated by reference to Exhibit 10.8 of the Company’s Form 8-K filed on May 1, 2026).
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).
35
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/
Narasimhan Mani
Narasimhan
Mani
Interim
Chief Financial Officer
(Principal
Accounting/Financial Officer)
Date:
August
13, 2026
36
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.