What changed in this filing

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Item 9A. Controls and Procedures

2025-03-26 compared with 2024-04-22 · 321 added, 95 removed, 169 unchanged (71% 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 interim Chief Financial Officer,

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, 2023).

Based on this evaluation, our Chief Executive Officer and our interim Chief Financial Officer concluded

that as of December 31, 2023, 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 CFO, as appropriate, to allow timely decisions regarding required disclosures.

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.

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

42 unchanged sentences

assets that could have a material effect on the financial statements.

conducted an assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023.

In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission

in Internal Control — Integrated Framework (2013).

Based on our assessment, management concluded that the Company’s internal

controls over financial reporting were not effective as of December 31, 2023, to provide reasonable assurance regarding the reliability

of financial reporting and the preparation of financial statements in accordance with GAAP.

Specifically, management’s determination

was based on the following material weaknesses which existed as of December 31, 2023:

Management conducted an assessment of the effectiveness of

the Company’s internal control over financial reporting as of December 31, 2024.

In making this assessment, management used

the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control — Integrated

Framework (2013).

Based on our assessment, management concluded that the Company’s internal controls over financial reporting

were not effective as of December 31, 2024, to provide reasonable assurance regarding the reliability of financial reporting and

the preparation of financial statements in accordance with GAAP.

Specifically, management’s determination was based on the

following material weaknesses which existed as of December 31, 2024:

Reporting Systems:

The Company did not maintain a fully integrated financial consolidation and reporting system throughout the

period and as a result, extensive manual analysis, reconciliation and adjustments were required in order to produce financial statements

The Company did not maintain a fully integrated financial consolidation and reporting system throughout the period

and as a result, extensive manual analysis, reconciliation and adjustments were required in order to produce financial statements

for external reporting purposes.

The Company does not currently have a sufficient complement of technical accounting and external reporting personnel

commensurate to support standalone external financial reporting under public company or SEC requirements.

Specifically, the Company

did not effectively segregate certain accounting duties due to the small size of its accounting staff and maintain a sufficient number

of adequately trained personnel necessary to anticipate and identify risks critical to financial reporting and the closing process.

In addition, there were inadequate reviews and approvals by the Company’s personnel of certain reconciliations and other processes

in day-to-day operations due to the lack of a full complement of accounting staff.

The Company does not currently have a sufficient complement of technical accounting and external reporting personnel commensurate

to support standalone external financial reporting under public company or SEC requirements.

Specifically, the Company did not effectively

segregate certain accounting duties due to the small size of its accounting staff and maintain a sufficient number of adequately

trained personnel necessary to anticipate and identify risks critical to financial reporting and the closing process.

there were inadequate reviews and approvals by the Company’s personnel of certain reconciliations and other processes in day-to-day

operations due to the lack of a full complement of accounting staff.

on the Effectiveness of Controls

of the Company, including its Chief Executive Officer 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

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.

of the Company, including its Chief Executive Officer 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.

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

6 unchanged sentences

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

Our workforce operated primarily in a work from home environment for the year ended December 31, 2023.

While pre-existing

controls were not specifically designed to operate in our current work-from-home operating environment, we do not believe that such work-from-home

actions have had a material adverse effect on our internal controls over financial reporting.

We have continued to re-evaluate and refine

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

workforce operated primarily in a work from home environment for the year ended December 31, 2024.

While pre-existing controls were not

specifically designed to operate in our current work-from-home operating environment, we do not believe that such work-from-home actions

have had a material adverse effect on our internal controls over financial reporting.

We have continued to re-evaluate and refine our

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, 2023, 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.

Effective 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.

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”).

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

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EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

information required by this Item will be set forth in the Company’s 2024 Proxy Statement to be filed with the SEC within 120 days

after December 31, 2023 (subject to any extension provided by Exchange Act Rule 0-3) in connection with the solicitation of proxies for

the Company’s 2024 annual meeting of stockholders including under the headings “ Election of Directors ”, “ Information

about our Executive Officers ”, “ Corporate Governance ”, “ Code of Ethics ”, “ Committees

of the Board ”, and “ Delinquent Section 16(a) Reports ” (to the extent applicable and warranted), and is incorporated

herein by reference.

information required by this Item will be set forth in the Company’s 2024 Proxy Statement to be filed with the SEC within 120 days

after December 31, 2023 (subject to any extension provided by Exchange Act Rule 0-3), including under the headings “ Executive

Compensation ”, “ Directors Compensation ”, “ Outstanding Equity Awards at Fiscal Year-End ”,

“ Compensation Committee Interlocks and Insider Participation ” and “ Compensation Committee Report ”

(to the extent required), and is incorporated herein by reference.

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.

OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

information required by this Item will be set forth under the heading “ Voting Rights and Principal Stockholders ” and

“ Equity Compensation Plan Information ” in the Company’s 2024 Proxy Statement to be filed with the SEC within

120 days after December 31, 2023 (subject to any extension provided by Exchange Act Rule 0-3) and is incorporated herein by reference.

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.

RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

information required by this Item will be set forth in the Company’s 2024 Proxy Statement to be filed with the SEC within 120 days

after December 31, 2023 (subject to any extension provided by Exchange Act Rule 0-3), including under the headings “ Certain

Relationships and Related Transactions ” and “ Committees of the Board ” - “ Director Independence ”,

and is incorporated herein by reference.

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.

ACCOUNTANT FEES AND SERVICES

information required by this Item will be set forth under the heading “ Ratification of Appointment of Auditors ” -

“ Audit Fees ” in the Company’s 2024 Proxy Statement to be filed with the SEC within 120 days after December 31,

2023 (subject to any extension provided by Exchange Act Rule 0-3), and is incorporated herein by reference.

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.

FINANCIAL STATEMENTS AND SCHEDULES

Documents filed as part of this Annual Report:

following is an index of the financial statements, schedules and exhibits included in this Form 10-K or incorporated herein by reference.

The following is an index of the financial statements, schedules and exhibits included in this Annual Report.

Financial Statements

9 unchanged sentences

in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial

statements and notes thereto included in this Form 10-K.

statements and notes thereto included in this Annual Report.

Filed/Furnished

3 unchanged sentences

Form of Certificate of Amendment to Second Amended and Restated Certificate of Incorporation

Certificate of Amendment of Second Amended and Restated Certificate of Incorporation

Certificate of Designation of Series B Preferred Stock

Certificate of Designation of Preferences, Rights and Limitations of Series C Preferred Stock

Certificate of Designation of Preference, Rights and Limitations of Series X Non-Voting Convertible Preferred Stock.

Amended and Restated Bylaws of Trxade Group, Inc.

14 unchanged sentences

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

2014 Equity Incentive Plan

Second Amended and Restated Trxade Group, Inc.

36 unchanged sentences

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.

Code of Ethics

2 unchanged sentences

List of Subsidiaries

Consent of Independent Registered Accounting Firm

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

2 unchanged sentences

Certification of Principal Accounting Officer Pursuant to Section 906’ of the Sarbanes-Oxley Act

Form of Clawback Policy

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

6 unchanged sentences

XBRL for the cover page of this Annual Report on Form 10-K, included in the Exhibit 101 Inline XBRL Document Set.

management contract or compensatory plan or arrangement.

to the requirements of Section 13 or 15(d) 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.

April 22, 2024

Suren Ajjarapu

Ajjarapu, Chief Executive Officer (Principal Executive Officer)

April 22, 2024

Prashant Patel

Financial and Accounting Officer)

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

registrant and in the capacities and on the dates indicated.

Suren Ajjarapu

of the Board, Chief Executive Officer and Secretary

* 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.

HOLDINGS, INC.

Surendra Ajjarapu

Executive Officer

Prashant Patel

President, Principal Accounting Officer and Chief Operating 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)

Financial Officer

Financial and Accounting Officer)

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