Scienture Holdings, Inc.
For the period ended Dec 31, 2024. Filed Mar 26, 2025.
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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.
FY2024 · Filed Mar 26, 2025
SCNX$3.04-5.0%Stored close · as of Nov 10, 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 | 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 | 89 |
| (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 · 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 |
| 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 |
| 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. | ||||||
|---|---|---|---|---|---|---|
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.