Scienture Holdings, Inc. 10-K

ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market for Common Stock Our common stock was approved for listing on Nasdaq on February 13, 2020, under the symbol “MEDS”. On September 24, 2024, in connection with our acquisition of Scienture, Inc. (k/n/a Scienture, LLC), we changed our symbol to “SCNX”. Prior to February 13, 2020, our common stock traded on the OTCQB Market under the symbol “TRXD”. At present, there is a limited market for our common stock. Common Stock and Preferred Stock Outstanding and Holders of Record As of March 26, 2025, we had 12,515,019 shares of common stock outstanding, held by 90 stockholders of record, not including holders who hold their shares in street name as well as 1,575,900 shares of preferred stock issued and outstanding. Dividend Policy Although we paid a special cash dividend in the first and third quarters of 2024, we have not historically paid or declared any cash dividends on our common stock. Any determination to pay dividends in the future will be at the discretion of our board of directors. Accordingly, investors have historically relied on sales of their common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investments. Recent Sales of Unregistered Securities During the year ended December 31, 2024, the Company issued 490,698 shares of common stock for services. The Company relied on the exemption from registration set forth in Section 4(a)(2) of the Securities Act for this issuance. On July 12, 2024, the Company converted 290 shares of Series C Preferred Stock into 52,158 shares of common stock at the election of the holder. The Company relied on the exemption from registration set forth in Section 4(a)(2) of the Securities Act for this issuance. On July 25, 2024, as consideration for the acquisition of Scienture LLC, the Company issued to former Scienture, Inc. stockholders an aggregate amount of (i) 291,536 shares of the Company’s common stock and (ii) 6,826,713 shares of the Company’s Series X Non-Voting Convertible Preferred Stock, par value $0.00001 per share (the “Series X Preferred Stock”), each share of which was convertible into one share of common stock. On September 20, 2024, all shares of Series X Preferred Stock were converted into a total of 6,826,753 shares of common stock. Such issuances were made in reliance on the exemptions from registration pursuant to Section 4(a)(2) of the Securities Act. In August 2024, the Company issued a convertible note of $360,000, for which the Company received $314,000 in net proceeds. The Conversion Price is the lesser of i) $8.36 or (ii) 85% of the lowest volume-weighted average prices of the preceding five trading days. The note matures on August 20, 2025. In connection with the note, the Company issued 76,923 warrants to purchase common stock. The warrants have an exercise price of $9.36 per share, are immediately exercisable and have a term of 5 years. Such issuances were made in reliance on the exemptions from registration pursuant to Section 4(a)(2) of the Securities Act. 75 Table of Contents Also in August 2024, the Company issued 28,571 shares of common stock pursuant to the exercise of warrants on a cashless basis. Such issuances were made in reliance on the exemptions from registration pursuant to Section 4(a)(2) of the Securities Act. On November 22, 2024, the Company issued 55,000 shares of common stock pursuant to a Securities Purchase Agreement dated November 22, 2024. On November 25, 2024, the Company issued 70,000 shares of common stock pursuant to purchase agreement dated November 25, 2024. Such issuances were made in reliance on the exemptions from registration pursuant to Section 4(a)(2) of the Securities Act. In each case, the issuance did not involve a public offering and was made without general solicitation or general advertising, and the recipient of the shares was an accredited investor. Purchases of Equity Securities by the Issuer and Affiliated Purchasers The Company did not repurchase any shares of common stock during the year ended December 31, 2024. ITEM 6. [RESERVED]