Item 5. Other Information
ITEM
5. OTHER INFORMATION
(a)
During the quarter ended March 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.
(b)
During the quarter ended March 31, 2025, there were no material changes to the procedures by which stockholders may recommend nominees
to our board of directors.
(c)
During the quarter ended March 31, 2025, no 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.
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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).
4.2
Certificate of Designation of Preferences, Rights and Limitations of Series C Preferred Stock (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K filed on October 11, 2023).
4.3
Certificate of Designation of Preference, Rights and Limitations of Series X Non-Voting Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K filed on July 31, 2024).
10.1
Consulting Agreement by and between Scienture Holdings, Inc. and Draper, Inc. dated March 17, 2025 (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on March 21, 2025).
10.2+
Independent Contractor Agreement by and between Scienture Holdings, Inc. and EMS Consulting Services, LLC (incorporated by reference to Exhibit 5.1 of the Company’s Form 8-K filed on March 13, 2025).
10.3#
Exclusive Commercial and Supply Agreement dated March 4, 2025, by and between Scienture, LLC and Summit Biosciences Inc. (incorporated by reference to Exhibit 1.1 of the Company’s Form 8-K filed on March 10, 2025).
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).
+ Indicates management contract or compensatory plan or arrangement.
#
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.
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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/
Suren Ajjarapu
Suren
Ajjarapu
Chief
Executive Officer
(Principal
Executive Officer)
Date:
May 12, 2025
By:
/s/
Eric Sherb
Prashant
Patel
Interim
Chief Financial Officer
(Principal
Accounting/Financial Officer)
Date:
May 12, 2025
32
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.