Scienture Holdings, Inc.
For the period ended Dec 31, 2025. Filed Mar 30, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 30, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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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 | 72 |
| Consolidated Balance Sheets | 73 |
| Consolidated Statements of Operations | 74 |
| Consolidated Statements of Changes in Stockholders’ Equity | 75 |
| Consolidated Statements of Cash Flows | 76 |
| Notes to Consolidated Financial Statements | 77 |
| (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.
| (3) | Exhibits |
| Incorporated by Reference · Filing · Filed/Furnished | |||||
|---|---|---|---|---|---|
| Exhibit No. · Description · Form · File No. · Exhibit · Date · Herewith | |||||
| 2.1 | 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 |
| 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* | Second Amended and Restated Trxade Group, Inc. 2019 Equity Incentive Plan | 8-K | 001-39199 | 10.1 | 5/28/2021 |
| 10.2* | Form of Stock Option Agreement Trxade Group, Inc. Amended and Restated 2019 Equity Incentive Plan | S-8 | 333-246318 | 10.6 | 8/14/2020 |
| 10.3* | 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 |
| 10.4* | Form of Trxade Group, Inc. 2019 Equity Incentive Plan Restricted Stock Grant Agreement | S-8 | 333-246318 | 10.8 | 8/14/2020 |
| 10.5* | Trxade Group, Inc. Independent Director Compensation Policy adopted April 14, 2020 | 10-Q | 001-39199 | 10.8 | 7/27/2020 |
| 10.6+ | 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 |
| 10.7+ | 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 |
| 10.8 | Consulting Agreement by and between Scienture Holdings, Inc. and Draper, Inc. dated March 17, 2025 | 8-K | 001-39199 | 10.1 | 3/21/2025 |
| 10.9* | Independent Contractor Agreement by and between Scienture Holdings, Inc. and EMS Consulting Services, LLC | 8-K | 001-39199 | 5.1 | 3/13/2025 |
| 10.10+ | Form of Common Stock Purchase Agreement by and between Scienture Holdings, Inc. and the investors named therein. | 10-Q | 001-39199 | 10.1 | 8/12/2025 |
| 10.11 | Form of Indemnification Agreement | 8-K | 001-39199 | 10.1 | 7/3/2025 |
| 10.12 | Membership Interest Purchase Agreement by and among Scienture Holdings, Inc., Integra Pharmacy Solutions LLC, and Tollo Health, Inc., dated April 8, 2025 | 8-K | 001-39199 | 1.01 | 4/11/2025 |
| 10.13 | Stock Purchase Agreement by and among Scienture Holdings, Inc. and Tollo Health, Inc., dated April 8, 2025 | 8-K | 001-39199 | 1.02 | 4/11/2025 |
| 10.14 | Form of Promissory Note | 8-K | 001-39199 | 1.03 | 4/11/2025 |
| 10.15* | First Amendment to Employment Agreement effective October 1, 2024, by and between Scienture, LLC and Dr. Narasimhan Mani | 8-K | 10.1 | 10/24/2025 | |
| 10.16* | First Amendment to Employment Agreement effective October 1, 2024, by and between Scienture, LLC and Dr. Shankar Hariharan | 8-K | 10.2 | 10/24/2025 | |
| 10.17 | Second Amendment of Loan and Security Agreement dated October 10, 2025, by and among the Company, Scienture, LLC, and NVK Finance, LLC | 8-K | 10.1 | 10/16/2025 | |
| 10.18 | Note Purchase Agreement dated October 14, 2025, by and between the Company and Streeterville Capital, LLC | 8-K | 10.2 | 10/16/2025 | |
| 10.19 | Secured Promissory Note dated October 14, 2025, made by the Company in favor of Streeterville Capital, LLC | 8-K | 10.3 | 10/16/2025 | |
| 10.20 | Security Agreement dated October 14, 2025, by and between the Company and Streeterville Capital, LLC | 8-K | 10.4 | 10/16/2025 | |
| 10.21 | Security Agreement dated October 14, 2025, by and between Scienture, LLC and Streeterville Capital, LLC | 8-K | 10.5 | 10/16/2025 | |
| 10.22 | Guaranty dated October 14, 2025, made by Scienture, LLC for the benefit of Streeterville Capital, LLC | 8-K | 10.6 | 10/16/2025 | |
| 10.23 | Letter Agreement dated October 2, 2025, by and among the Company, Arena Finance Markets, LP, and Arena Special Opportunities III LP | 8-K | 10.1 | 10/3/2025 |
| 10.24 | Equity Distribution Agreement, dated September 19, 2025, with Maxim Group LLC | 8-K | 1.1 | 9/23/2025 | ||
| 10.25 | Form of Securities Purchase Agreement | 8-K | 10.1 | 8/15/2025 | ||
| 10.26 | Form of Placement Agency Agreement | 8-K | 10.2 | 8/15/2025 | ||
| 14.1 | Code of Ethics | 10-K | 000-55218 | 14.1 | 3/23/2015 | |
| 19.1 | Insider Trading Policy | 10-K | 001-39199 | 19.1 | 4/22/2024 | |
| 21.1 | List of Subsidiaries | X | ||||
| 23.1 | Consent of Independent Registered Accounting Firm | 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.
- 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.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.