Scienture Holdings, Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Disclosure controls and procedures are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC’s rules and forms and is accumulated and communicated to the Company’s management, as appropriate, in order to allow timely decisions in connection with required disclosure. Evaluation of Disclosure Controls and Procedures Under 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. As a result of the formative stage of our development, the Company has not fully implemented the necessary internal controls. The matters involving internal controls and procedures that the Company’s management considered to be material weaknesses under the standards of the Committee of Sponsoring Organizations of the Treadway Commission (COSO) were: (1) 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, and (2) 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. Management believes that the material weaknesses set forth above did not have an effect on the Company’s financial results reported herein. We are committed to improving our financial organization. As part of this commitment, we have increased our personnel resources and technical accounting expertise as we develop the internal and financial resources of the Company. In addition, the Company has prepared and implemented sufficient written policies and checklists which will set forth procedures for accounting and financial reporting with respect to the requirements and application of GAAP and SEC disclosure requirements. Management has prepared and is in the process of implementing sufficient written policies and checklists to remedy the following material weaknesses (i) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of GAAP and SEC disclosure requirements; and (ii) ineffective controls over period end financial close and reporting processes. We have improved our financial organization as we have increased our personnel resources and technical accounting expertise. We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis. 118 Table of Contents Management’s Report on Internal Control Over Financial Reporting Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, but because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. The Company’s internal control over financial reporting includes those policies and procedures that are designed to: ● pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; ● provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and ● provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. 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: ● Financial 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 for external reporting purposes. ● Segregation of Duties: 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. Limitations on the Effectiveness of Controls Management 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. A 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 of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of the effectiveness of controls to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Changes in Internal Control Over Financial Reporting. There have not been any changes in our internal control over financial reporting during the quarter ended December 31, 2024, that have materially 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, 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. 119 Table of Contents ITEM 9B. OTHER INFORMATION Securities Trading Plans of Directors and Officers During 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 S-K. Appointment of Director In 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. Resignation of Director Effective April 10, 2024, Candice Beaumont voluntarily resigned as a director of the Company. Ms. 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. On 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. Mr. Patel and Dr. Mani will not receive compensation for their service on the Board of Directors of the Company during 2025. Mr. Patel and Dr. Mani each will continue on in their respective management roles. Nasdaq Notification On 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”). On 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. The 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. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 120 Table of Contents PART III Information 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). ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE For 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. The following is a brief description of the education and business experience of our former President, Chief Operating Officer, Interim Principal Financial/Accounting Officer: Prashant Patel, President, Chief Operating Officer, Interim Principal Financial/Accounting Officer and Director Mr. 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. Mr. Patel resigned from his position as Interim Principal Financial/Accounting Officer of the Company effective March 13, 2025. Mr. Patel also serves as a director, the President, and the Chief Operating Officer of Wellgistics Health, Inc. Mr. Patel 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. Mr. 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. Mr. 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 Kingdom. The following is a brief description of the education and business experience of our current Chief Financial Officer: Eric Sherb, Chief Financial Officer Mr. Sherb, age 38, previously served as a financial consultant and advisor to the Company since 2023. Effective March 13, 2025, Mr. Sherb 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. He began his career at PricewaterhouseCoopers, where he worked as a senior associate from July 2008 to January 2013. Mr. Sherb has several years’ experience in mid-size audit and consulting firms with clients in a variety of industries. Following his time at PricewaterhouseCoopers, Mr. 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. Mr. Sherb has provided technical advisory on complex transactions, including debt/equity financings, business combinations, revenue recognition, lease arrangements, etc. Mr. Sherb has helped clients establish and improve financial operations, including system implementation, compensation structures and the creation of accounting policies and processes. Mr. Sherb graduated with a Bachelor of Business Administration from Emory University in Accounting and Finance. ITEM 11. EXECUTIVE COMPENSATION For 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. 121 Table of Contents 2024 Summary Compensation Table The 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. Name and Principal Position Year Salary ($) Bonus ($) Stock Awards ($)* Option Awards ($)* All Other Compensation ($) Total ($) Suren Ajjarapu 2024 $ 484,154 $ - $ 25,500 $ - $ 60,923 (1) $ 570,577 Chairman of the Board, Chief Executive Officer, and Secretary 2023 $ 360,000 $ - $ 243,075 $ - $ 24,934 (1) $ 628,009 Prashant Patel (2) 2024 $ 332,962 $ - $ 76,500 $ - $ - $ 409,462 President, Chief Operating Officer, and former Interim Principal Financial/ Accounting Officer and Director 2023 $ 150,000 $ - $ 43,650 $ - $ - $ 193,650 Eric Sherb(3) 2024 $ - $ - $ - $ - $ 82,522 $ 82,522 Current Chief Financial Officer 2023 $ - $ - $ - $ - $ 3,792 $ 3,752 * Amounts 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. (1) Represents a car allowance of $1,000 per month and a disability insurance policy paid for by the Company. (2) Mr. Patel resigned as Interim Principal Financial/Accounting Officer with the Company effective as of March 13, 2025. (3) The Company’s Board of Directors appointed Mr. Sherb as the Company’s Chief Financial Officer effective as of March 13, 2025. Narrative Disclosure to 2024 Summary Compensation Table Elements of Compensation The 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. 2023 Increased Officer Compensation Effective January 1, 2023, the Board and the Compensation Committee, increased the annual salaries of each of Mr. Ajjarapu, Mr. Patel and Ms. Huffman to the levels of their salaries prior to certain reductions that had been effective since September 1, 2022. Mr. 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. 122 Table of Contents The 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 officer. 2024 Principal Financial Officer Transition On 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”). Mr. Sherb will succeed Mr. Patel, who previously served as the Company’s Interim Principal Financial/Accounting Officer. Mr. 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. In connection with Mr. Sherb’s appointment as Chief Financial Officer, the Company and EMS Consulting Services, Inc., an entity controlled by Mr. 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. During the fiscal years ending December 31, 2023 and 2024, Mr. Sherb received $3,794 and $82,252, respectively, as consideration for certain financial advisory and consulting services that he provided to the Company. Outstanding Equity Awards At Fiscal Year-End The following table sets forth information as of December 31, 2024, concerning unexercised options, unvested stock and equity incentive plan awards for each of the executive officers named in the Summary Compensation Table. Name Grant Date Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options Option Exercise Price ($) Option Expiration Date Suren Ajjarapu 5/13/2019 1,111 - - $ 39.60 5/13/2029 Prashant Patel 5/13/2019 1,111 - - $ 39.60 5/13/2029 Eric Sherb - - - - - - Agreements with Our Chief Financial Officer Eric Sherb , Chief Financial Officer On March 13, 2025, the Company entered into an Independent Contractor Agreement with EMS Consulting Services, Inc., an entity controlled by Mr. 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 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 IC Agreement became effective on March 13, 2025, and will continue until terminated by the Company or Mr. Sherb on no less than 14 days’ prior notice. 123 Table of Contents ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS For 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. Equity Compensation Plan Information The following table provides information as of December 31, 2024 with respect to securities that may be issued under our equity compensation plans. Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (a) (b) (c) Equity compensation plans approved by security holders 23,930 $ 42.16 4,976,070 Equity compensation plans not approved by security holders - $ 0.00 - Total 23,930 $ 42.16 4,976,070 The 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; or (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. The 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. The 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. Subject 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. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE For 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. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES For information regarding the services provided by and fees paid to our principal accountants, see the section entitled “ Proposal 2: Ratification of Appointment of Auditors ” of our 2024 Proxy Statement. 124 Table of Contents PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES (a) The following is an index of the financial statements, schedules and exhibits included in this Annual Report. (1) All Financial Statements Index to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm 84 Consolidated Balance Sheets 85 Consolidated Statements of Operations 86 Consolidated Statements of Changes in Stockholders’ Equity 87 Consolidated Statements of Cash Flows 88 Notes to Consolidated Financial Statements 8 9 (2) Consolidated Financial Statement Schedules Except as provided above, all financial statement schedules have been omitted, since the required information is not applicable or is not present 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 Annual Report. 125 Table of Contents (3) Exhibits Incorporated by Reference Filed/Furnished Exhibit No. Description Form File No. Exhibit Filing Date Herewith 3.1 Second Amended and Restated Certificate of Incorporation of Trxade Group, Inc. S-1 333-234221 3.1 10/15/2019 3.3 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 8-K 001-39199 3.1 2/13/2020 3.4 Certificate of Amendment of Certificate of Incorporation (changing name TRxADE HEALTH, INC.) 8-K 001-39199 3.1 5/28/2021 3.5 Form of Certificate of Amendment to Second Amended and Restated Certificate of Incorporation 8-K 001-39199 3.1 6/15/2023 3.6 Certificate of Amendment of Second Amended and Restated Certificate of Incorporation 8-K 001-39199 3.1 9/24/2024 3.7 Certificate of Designation of Series B Preferred Stock 8-K 000-55218 3.1 06/26/2023 3.8 Certificate of Designation of Preferences, Rights and Limitations of Series C Preferred Stock 8-K 000-55218 3.1 10/11/2023 3.9 Certificate of Designation of Preference, Rights and Limitations of Series X Non-Voting Convertible Preferred Stock. 8-K 001-39199 3.1 7/31/2024 3.10 Amended and Restated Bylaws of Trxade Group, Inc. 10-12G/A 000-55218 3.1 7/24/2014 3.11 Form of Common Stock Purchase Warrant 8-K 000-55218 4.2 10/7/2022 4.1 Description of Registered Securities 10-K 001-39199 4.1 3/27/2023 10.1* Indemnification Agreement dated February 6, 2019 with Prashant Patel and Suren Ajjarapu 10-K 000-55218 10.1 3/22/2019 10.2* Form of Indemnification Agreement entered into between Trxade Group, Inc. and its directors and certain officers 10-12G 000-55218 10.4 6/11/2014 10.3* Employment Agreement between Trxade, Inc. and Prashant Patel dated May 24, 2013 10-12G/A 000-55218 10.6 7/24/2014 10.4* First Amendment to Employment Agreement with Mr. Patel 8-K 001-39199 10.5 9/1/2022 10.5* Second Amendment to Employment Agreement between Trxade, Inc. and Prashant Patel dated January 17, 2023 and effective September 1, 2022 8-K 001-39199 10.7 1/20/2023 10.6* April 14, 2020 Executive Employment Agreement with Suren Ajjarapu 8-K 001-39199 10.4 4/16/2020 10.7* First Amendment to Executive Employment Agreement with Suren Ajjarapu dated May 5, 2020 8-K 001-39199 10.2 5/7/2020 10.8* Second Amendment to Employment Agreement with Mr. Ajjarapu 8-K 001-39199 10.3 9/1/2022 10.9* Third Amendment to Employment Agreement between TRxADE HEALTH, Inc. and Suren Ajjarapu dated January 17, 2023 and effective September 1, 2022 8-K 001-39199 10.4 1/20/2023 10.10* Second Amended and Restated Trxade Group, Inc. 2019 Equity Incentive Plan 8-K 001-39199 10.1 5/28/2021 10.11* Form of Stock Option Agreement (April 2020 Grants to Employees) April 14, 2020 8-K 001-39199 10.2 4/16/2020 126 Table of Contents 10.12* Form of Restricted Stock Grant Agreement (Independent Directors 2020 Award, 2020 CFO Award and 2020 Legal Counsel) April 14, 2020 8-K 001-39199 10.3 4/16/2020 10.13* Restricted Stock Grant Agreement (Mr. Ajjarapu 2020 Performance Bonus)(Updated) May 5, 2020 8-K 001-39199 10.3 5/7/2020 10.14* 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) 8-K 001-39199 10.4 8/4/2020 10.15* Form of Stock Option Agreement Trxade Group, Inc. Amended and Restated 2019 Equity Incentive Plan S-8 333-246318 10.6 8/14/2020 10.16* Form of Restricted Stock Grant Agreement Trxade Group, Inc. Amended and Restated 2019 Equity Incentive Plan S-8 333-246318 10.7 8/14/2020 10.17* Form of Trxade Group, Inc. 2019 Equity Incentive Plan Restricted Stock Grant Agreement S-8 333-246318 10.8 8/14/2020 10.18* Trxade Group, Inc. Independent Director Compensation Policy adopted April 14, 2020 10-Q 001-39199 10.8 7/27/2020 10.19 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 8-K 001-39199 10.1 1/23/2023 10.20 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 8-K 001-39199 10.2 1/23/2023 10.21 Voluntary Withdrawal and Release Agreement effective February 4, 2023, by and between TRxADE HEALTH, INC., SOSRx, LLC and Exchange Health, LLC 8-K 001-39199 10.1 2/7/2023 10.22 Agreement and Plan of Merger dated as of June 30, 2023, by and among TRxADE Health, Inc., Foods Merger Sub, Inc., and Superlatus Inc. 8-K 001-39199 2.1 6/30/2023 10.23 Stock Swap Agreement dated June 28, 2023, by and among TRxADE Health, Inc., Suren Ajjarapu and Prashant Patel 8-K 001-39199 10.1 6/30/2023 10.24 Amended and Restated Agreement and Plan of Merger, dated July 14, 2023 by and between TRxADE Health, Inc. and Superlatus, Inc. 8-K 001-39199 2.1 7/14/2023 10.25 Form of Lock-Up Agreement 8-K 001-39199 10.1 7/31/2023 10.26 Form of MEDS Shareholder Registration Rights Agreement for MEDS Rights 8-K 001-39199 10.2 7/31/2023 10.27 Asset Purchase Agreement, dated August 21, 2023, by and among Superlatus Inc., Perfect Day, Inc., and The Urgent Company, Inc. 8-K 001-39199 10.1 8/24/2023 10.28 Supplier Agreement, dated October 9, 2023, by and among Superlatus PD Holding Company and Rainforest Distribution Corp. 8-K 001-39199 10.1 10/13/2023 10.29 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 8-K 001-39199 10.1 1/11/2024 10.30 Asset Purchase Agreement between Trxade, Inc., Micro Merchant Systems, Inc. and TRxADE HEALTH Inc. (for the limited purposes identified therein), dated February 16, 2024 8-K 001-39199 2.1 2/16/2024 10.31 Subscription Agreement, dated February 29, 2024 between Trxade, Inc. and Lafayette Energy Corp. 8-K 001-39199 10.1 3/6/2024 10.32 Stock Purchase Agreement, dated March 5, 2024 between TRxADE HEALTH Inc. and Superlatus Foods Inc. 8-K 001-39199 10.2 3/6/2024 10.33 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. 8-K 001-39199 2.1 7/31/2024 10.34* Consulting Agreement, dated July 25, 2024, by and between the Company and Surendra K. Ajjarapu. 8-K 001-39199 10.2 7/31/2024 10.35* Consulting Agreement, dated July 25, 2024, by and between the Company and Prashant Patel. 8-K 001-39199 10.3 7/31/2024 10.36 Form of Registration Rights Agreement. 8-K 001-39199 10.4 7/31/2024 127 Table of Contents 10.37 Assignment and Assumption of Membership Interests – Integra Pharma Solutions, LLC, dated October 4, 2024, by and between the Company and Softell Inc. 10-Q 001-39199 10.5 11/6/2024 10.38+ Purchase Agreement, dated November 25, 2024, between the Company and Arena Business Solutions Global SPC II, Ltd. 8-K 001-39199 10.6 11/26/2024 10.39+ Securities Purchase Agreement, dated November 22, 2024, between the Company and the Arena Investors. 8-K 001-39199 10.1 11/26/2024 10.40 Form of 10% Original Issue Discount Secured Convertible Debenture. 8-K 001-39199 10.2 11/26/2024 10.41+ Security Agreement, dated November 25, 2024, between the Company and the Arena Investors. 8-K 001-39199 10.3 11/26/2024 10.42 Guarantee Agreement, dated November 25, 2024, between Scienture, LLC and the Arena Investors. 8-K 001-39199 10.4 11/26/2024 10.43 Registration Rights Agreement, dated November 25, 2024, between the Company and the Arena Investors. 8-K 001-39199 10.5 11/26/2024 10.44 First Amendment of Loan and Security Agreement, dated November 22, 2024, between the Company, NVK Finance, LLC, Scienture, LLC, Srivatsav, LLC, and Shankar Hariharan. 8-K 001-39199 10.8 11/26/2024 10.45+ Master Services Agreement, dated October 29, 2024, by and between the Company and Anthem Biosciences Pvt. Ltd. S-1/A 333-283591 10.25 1/14/2025 10.46+ Exclusive Commercial and Supply Agreement dated March 4, 2025, by and between Scienture, LLC and Summit Biosciences Inc. 8-K 001-39199 1.1 3/10/2025 14.1 Code of Ethics 10-K 000-55218 14.1 3/23/2015 16.1 Letter from MaloneBailey, LLP to the Securities and Exchange Commission dated September 14, 2023 8-K 001-39199 16.1 9/14/2023 19.1 Insider Trading Policy 10-K 001-39199 19.1 4/22/2024 X 21.1 List of Subsidiaries X 31.1 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act X 31.2 Certification of Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act X 32.1 Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act X 32.2 Certification of Principal Accounting Officer Pursuant to Section 906’ of the Sarbanes-Oxley Act X 97.1 Form of Clawback Policy 10-K/A 001-39199 97.1 5/3/2024 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 X 101.SCH Inline XBRL Taxonomy Extension Schema Document X 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X 104 Inline XBRL for the cover page of this Annual Report on Form 10-K, included in the Exhibit 101 Inline XBRL Document Set. * Indicates management contract or compensatory plan or arrangement. ITEM 16. FORM 10–K SUMMARY None. 128 Table of Contents SIGNATURES Pursuant 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. SCIENTURE HOLDINGS, INC. By: /s/ Surendra Ajjarapu Surendra Ajjarapu Chief Executive Officer Pursuant 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. Signature Title Date /s/ Surendra Ajjarapu Chief Executive Officer March 26, 2025 Surendra Ajjarapu (Principal Executive Officer) /s/ Eric Sherb Chief Financial Officer March 26, 2025 Eric Sherb (Principal Financial and Accounting Officer) /s/ Donald G. Fell Director March 26, 2025 Donald G. Fell /s/ Mayur Doshi Director March 26, 2025 Mayur Doshi /s/ Subbarao Jayanthi Director March 26, 2025 Subbarao Jayanthi /s/ Shankar Hariharan Director March 26, 2025 Shankar Hariharan 129