09/25/2024 | Press release | Distributed by Public on 09/25/2024 14:05
Form 1-A Issuer Information |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-A REGULATION A OFFERING STATEMENT UNDER THE SECURITIES ACT OF 1933 |
OMB APPROVAL |
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OMB Number: 3235-0286 Estimated average burden hours per response: 608.0 |
Issuer CIK |
0001382574
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Issuer CCC |
XXXXXXXX
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DOS File Number |
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Offering File Number |
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Is this a LIVE or TEST Filing? | LIVE TEST |
Would you like a Return Copy? | |
Notify via Filing Website only? | |
Since Last Filing? |
Name |
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Phone |
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E-Mail Address |
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Exact name of issuer as specified in the issuer's charter |
Scienture Holdings, Inc.
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Jurisdiction of Incorporation / Organization |
DELAWARE
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Year of Incorporation |
2005
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CIK |
0001382574
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Primary Standard Industrial Classification Code |
WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES
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I.R.S. Employer Identification Number |
46-3673928
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Total number of full-time employees |
14
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Total number of part-time employees |
5
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Address 1 |
6308 Benjamin Road
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Address 2 |
Suite 708
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City |
Tampa
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State/Country |
FLORIDA
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Mailing Zip/ Postal Code |
33634
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Phone |
866-468-6535
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Name |
Kate Bechen
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Address 1 |
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Address 2 |
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City |
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State/Country |
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Mailing Zip/ Postal Code |
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Phone |
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Industry Group (select one) | Banking Insurance Other |
Cash and Cash Equivalents |
$ 7719993.00
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Investment Securities |
$ 2500000.00
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Total Investments |
$
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Accounts and Notes Receivable |
$ 13091.00
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Loans |
$
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Property, Plant and Equipment (PP&E): |
$ 6500.00
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Property and Equipment |
$
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Total Assets |
$ 14848533.00
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Accounts Payable and Accrued Liabilities |
$ 1226720.00
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Policy Liabilities and Accruals |
$
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Deposits |
$
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Long Term Debt |
$ 160996.00
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Total Liabilities |
$ 3063085.00
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Total Stockholders' Equity |
$ 11785448.00
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Total Liabilities and Equity |
$ 14848533.00
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Total Revenues |
$ 18699.00
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Total Interest Income |
$
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Costs and Expenses Applicable to Revenues |
$ 19402.00
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Total Interest Expenses |
$
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Depreciation and Amortization |
$ 16666.00
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Net Income |
$ 19412132.00
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Earnings Per Share - Basic |
$ 15.86
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Earnings Per Share - Diluted |
$ 13.35
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Name of Auditor (if any) |
CM3 Advisory
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Name of Class (if any) Common Equity |
Common Stock
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Common Equity Units Outstanding |
8576795
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Common Equity CUSIP (if any): |
80880X104
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Common Equity Units Name of Trading Center or Quotation Medium (if any) |
NASDAQ Capital Market
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Preferred Equity Name of Class (if any) |
NA
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Preferred Equity Units Outstanding |
0
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Preferred Equity CUSIP (if any) |
000000000
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Preferred Equity Name of Trading Center or Quotation Medium (if any) |
NA
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Debt Securities Name of Class (if any) |
NA
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Debt Securities Units Outstanding |
0
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Debt Securities CUSIP (if any): |
000000000
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Debt Securities Name of Trading Center or Quotation Medium (if any) |
NA
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Check this box to certify that all of the following statements are true for the issuer(s)
Check this box to certify that, as of the time of this filing, each person described in Rule 262 of Regulation A is either not disqualified under that rule or is disqualified but has received a waiver of such disqualification.
Check this box if "bad actor" disclosure under Rule 262(d) is provided in Part II of the offering statement.
Check the appropriate box to indicate whether you are conducting a Tier 1 or Tier 2 offering | Tier1 Tier2 |
Check the appropriate box to indicate whether the financial statements have been audited | Unaudited Audited |
Types of Securities Offered in this Offering Statement (select all that apply) |
Equity (common or preferred stock) |
Does the issuer intend to offer the securities on a delayed or continuous basis pursuant to Rule 251(d)(3)? | Yes No |
Does the issuer intend this offering to last more than one year? | Yes No |
Does the issuer intend to price this offering after qualification pursuant to Rule 253(b)? | Yes No |
Will the issuer be conducting a best efforts offering? | Yes No |
Has the issuer used solicitation of interest communications in connection with the proposed offering? | Yes No |
Does the proposed offering involve the resale of securities by affiliates of the issuer? | Yes No |
Number of securities offered |
1739130
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Number of securities of that class outstanding |
8576795
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Price per security |
$ 11.5000
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The portion of the aggregate offering price attributable to securities being offered on behalf of the issuer |
$ 20000000.00
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The portion of the aggregate offering price attributable to securities being offered on behalf of selling securityholders |
$ 0.00
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The portion of the aggregate offering price attributable to all the securities of the issuer sold pursuant to a qualified offering statement within the 12 months before the qualification of this offering statement |
$ 0.00
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The estimated portion of aggregate sales attributable to securities that may be sold pursuant to any other qualified offering statement concurrently with securities being sold under this offering statement |
$ 0.00
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Total (the sum of the aggregate offering price and aggregate sales in the four preceding paragraphs) |
$ 20000000.00
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Underwriters - Name of Service Provider |
Aegis Capital Corp.
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Underwriters - Fees |
$ 75000.00
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Sales Commissions - Name of Service Provider |
Aegis Capital Corp.
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Sales Commissions - Fee |
$ 1400000.00
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Finders' Fees - Name of Service Provider |
None
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Finders' Fees - Fees |
$ 0.00
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Accounting or Audit - Name of Service Provider |
CM3 Advisory
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Accounting or Audit - Fees |
$ 7500.00
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Legal - Name of Service Provider |
Dykema Gossett PLLC
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Legal - Fees |
$ 125000.00
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Promoters - Name of Service Provider |
None
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Promoters - Fees |
$ 0.00
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Blue Sky Compliance - Name of Service Provider |
None
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Blue Sky Compliance - Fees |
$ 0.00
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CRD Number of any broker or dealer listed: |
000015007
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Estimated net proceeds to the issuer |
$ 18392500.00
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Clarification of responses (if necessary) |
Selected States and Jurisdictions |
NEW YORK
CANADA (FEDERAL LEVEL)
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None | |
Same as the jurisdictions in which the issuer intends to offer the securities | |
Selected States and Jurisdictions |
NEW YORK
CANADA (FEDERAL LEVEL)
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None
As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:
(a)Name of such issuer |
Scienture Holdings, Inc.
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(b)(1) Title of securities issued |
Convertible Promissory Note and Common Stock Purchase Warrants
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(2) Total Amount of such securities issued |
360000
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(3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer. |
0
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(c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof. |
$324,000 pursuant to that certain Stock Purchase Agreement dated August 19, 2024, by and between TRxADE HEALTH, Inc. and Hudson Global Ventures, LLC.
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(2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)). |
As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:
(a)Name of such issuer |
TRxADE HEALTH, Inc.
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(b)(1) Title of securities issued |
Series C Preferred Stock and Common Stock Warrant
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(2) Total Amount of such securities issued |
290000
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(3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer. |
0
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(c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof. |
$290,000 pursuant to that certain Securities Purchase Agreement dated October 4, 2023, by and between TRxADE HEALTH, Inc. and Hudson Global Ventures, LLC.
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(2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)). |
As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:
(a)Name of such issuer |
TRxADE HEALTH, Inc.
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(b)(1) Title of securities issued |
Common Stock and Series X Preferred Stock
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(2) Total Amount of such securities issued |
7118268
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(3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer. |
0
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(c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof. |
$83,670,000 pursuant to that certain Agreement and Plan of Merger dated July 25, 2024, by and between TRxADE HEALTH, Inc., MEDS Merger Sub I, Inc., MEDS Merger Sub II, LLC, and Scienture, Inc.
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(2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)). |
(d) Indicate the section of the Securities Act or Commission rule or regulation relied upon for exemption from the registration requirements of such Act and state briefly the facts relied upon for such exemption |
Section 4(a)(2) of the Securities Act
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