Form 8-K - Current report

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 OR 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): September 20, 2024

 

SCIENTURE HOLDINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware		001-39199		46-3673928
(State or other jurisdiction of incorporation)		(Commission File No.)		(I.R.S. Employer Identification No.)

 

6308 Benjamin Rd, Suite 708

Tampa, Florida 33634

(Address of Principal Executive Offices)

 

[phone]

(Registrant’s Telephone Number)

 

TRxADE HEALTH, Inc.

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.00001 per share		SCNX		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws.

 

On September 20, 2024, TRxADE HEALTH, Inc. (the “Company”) filed with the Secretary of State of the State of Delaware an amendment to its Second Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) to change the legal name of the Company from TRxADE HEALTH, Inc. to Scienture Holdings, Inc. (the “Name Change”). Other than the Name Change, there were no changes to the Company’s certificate of incorporation or bylaws. A copy of the Certificate of Amendment, as filed with the Secretary of State of the State of Delaware, is attached hereto as Exhibit 3.1, and incorporated herein by reference.

 

Effective September 23, 2024, the Company’s common stock trades under the ticker symbol “SCNX”. The Name Change resulted in a change to the CUSIP number for the Company’s outstanding shares of common stock offered on the Nasdaq Stock Market LLC. The new CUSIP number for such common stock is 80880X104. Outstanding stock certificates for shares of the Company continue to be valid and need not be exchanged.

 

Item 7.01. Regulation FD Disclosure.

 

On September 20, 2024, and September 24, 2024, the Company and Scienture issued joint press releases announcing the Name Change. A copy of the press release dated September 20, 2024, is attached hereto as Exhibit 99.1 and is incorporated herein by reference. A copy of the press release dated September 24, 2024, is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

 

The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
3.1		Certificate of Amendment of Second Amended and Restated Certificate of Incorporation.
99.1		Joint Press Release, dated September 20, 2024.
99.2		Joint Press Release, dated September 24, 2024.
104		Cover Page Interactive Data File (embedded with the Inline XBRL document).

 

 

 

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 hereunto duly authorized.

 

	SCIENTURE HOLDINGS, INC.
	By:	/s/ Surendra Ajjarapu
		Surendra Ajjarapu
		Chief Executive Officer
Date: September 24, 2024

 

 

Exhibit 3.1

 

 

 

 

 

 

Exhibit 99.1

 

 

TRxADE Health, Inc. Announces Name Change to Scienture Holdings, Inc.

 

TAMPA, FL and COMMACK, NY, September 20, 2024 (GLOBE NEWSWIRE) – TRxADE Health, Inc. (“TRxADE”) (NASDAQ: MEDS) and Scienture, LLC (“Scienture”), a wholly owned subsidiary of TRxADE, today announced that it is changing its name to Scienture Holdings, Inc. (“Scienture Holdings”), effective Monday, September 23, 2024. Scienture Holdings stock will begin trading under the new ticker symbol NASDAQ:SCNX on September 23, 2024.

 

About TRxADE

 

TRxADE HEALTH, INC. historically focused on health services IT assets and operations aimed at digitalizing the retail pharmacy experience. Our current primary operations are conducted through our wholly-owned subsidiary, Integra Pharma Solutions, LLC (“IPS”), which is a licensed pharmaceutical wholesaler and sells brand, generic and non-drug products to customers. IPS customers include all healthcare markets including government organizations, hospitals, clinics and independent pharmacies nationwide.

 

About Scienture

 

Scienture, LLC is a NY based branded, specialty pharmaceutical company. We are a highly experienced team of industry professionals who are passionate about developing unique specialty product concepts and solutions that bring enhanced value to patients and healthcare systems. Our assets in development are across therapeutics areas, indications and cater to different market segments. Scienture recently entered into a business combination with TRxADE Health, Inc. (NASDAQ: MEDS) in an all-stock transaction valued at $103 million. Learn more at https://www.scienture.com/.

 

Cautionary Statements Regarding Forward-Looking Statements

 

This press release contains certain statements that may be deemed to be “forward-looking statements” within the federal securities laws, including the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Statements that are not historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements relate to future events or our future performance or future financial condition. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about our company, our industry, our beliefs and our assumptions. Such forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. In some cases, you can identify forward-looking statements by the following words: “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” or the negative of these terms or other similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are subject to a number of risks and uncertainties (some of which are beyond our control) that may cause actual results or performance to be materially different from those expressed or implied by such forward-looking statements. Accordingly, readers should not place undue reliance on any forward-looking statements. These risks include risks relating to agreements with third parties; our ability to raise funding in the future, as needed, and the terms of such funding, including potential dilution caused thereby; our ability to continue as a going concern; security interests under certain of our credit arrangements; our ability to maintain the listing of our common stock on the Nasdaq Capital Market; claims relating to alleged violations of intellectual property rights of others; the outcome of any current legal proceedings or future legal proceedings that may be instituted against us; unanticipated difficulties or expenditures relating to our business plan; and those risks detailed in our most recent Annual Report on Form 10-K and subsequent reports filed with the SEC.

 

Forward-looking statements speak only as of the date they are made. TRxADE undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise that occur after that date, except as otherwise provided by law.

 

Contact:

 

TRxADE

 

TRxADE HEALTH, INC.

6308 Benjamin Rd, Suite 708

Tampa, Florida 33634

Phone: [phone]

Email: [e-mail]

 

 

Exhibit 99.2

 

 

TRxADE Health, Inc. Announces Name Change to Scienture Holdings, Inc. and Ticker Symbol Change to “SCNX”

 

TRxADE Health, Inc. today announced that it changed its name and ticker symbol to “Scienture Holdings, Inc.” and “SCNX”, respectively, and that the business will continue as a Nasdaq-listed company.

 

TAMPA, FL, September 24, 2024 (GLOBE NEWSWIRE) — TRxADE Health, Inc. (the “Company”) (Nasdaq: MEDS) and Scienture, LLC (“Scienture”), a wholly owned subsidiary of the Company, today announced that the Company has changed its name to “Scienture Holdings, Inc.” Effective as of September 23, 2024, the Company’s stock is now trading on the Nasdaq Stock Market LLC under the new ticker symbol “SCNX”.

 

Scienture Holdings, Inc., through its wholly owned subsidiaries, Scienture and Integra Pharma Solutions, LLC (“IPS”), is a comprehensive pharmaceutical product company focused on providing enhanced value to patients, physicians and caregivers by offering novel specialty products to satisfy unmet market needs. Our products are in development across therapeutic areas and indications, and cater to different market segments and channels.

 

Our executive team and board of directors, listed below, consist of accomplished industry veterans, bringing many years of experience and leadership.

 

Suren Ajjarapu – CEO of the Company and Chairman of the Board of Directors (the “Board”)

Prashant Patel – President, Interim CFO and COO of the Company and Member of the Board

Shankar Hariharan, Ph.D. – CEO of Scienture and Member of the Board Narasimhan Mani, Ph.D., MBA – President of Scienture and Member of the Board

Donald Fell – Member of the Board

Mayur Doshi – Member of the Board

Subbarao Jayanthi – Member of the Board

 

About Scienture, LLC

 

Scienture, LLC is a NY based pharmaceutical company. We are a highly experienced team of industry professionals who are passionate about developing unique specialty product concepts and solutions that bring enhanced value to patients and healthcare systems. Our assets in development are across therapeutics areas, indications and cater to different market segments. Scienture is a fully fitted company with strategic capabilities across R&D, Manufacturing, Sales and Marketing and Commercial Operations. For more information, visit Scienture’s website at www.scienture.com/scienture-llc/.

 

About Integra Pharma Solutions, LLC

 

Integra Pharma Solutions, LLC is the pharmaceutical supplier of choice for healthcare organizations of all sizes. Our expertise in the distribution of products extends all healthcare markets including Government Organizations, Hospitals, Clinics, and Independent Pharmacies nationwide. IPS holds pharmaceuticals distributor licenses in 39 states and supplies pharmaceuticals, diabetic supplies, veterinary, PPE products and more. It offers efficient solutions to manufacturers and distributors to further lower cost and increase pharmaceutical access. For more information, visit IPS’ website at www.rxintegra.com.

 

 

Cautionary Statements Regarding Forward-Looking Statements

 

This press release contains certain statements that may be deemed to be “forward-looking statements” within the federal securities laws, including the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Statements that are not historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements relate to future events or our future performance or future financial condition. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about our company, our industry, our beliefs and our assumptions. Such forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. In some cases, you can identify forward-looking statements by the following words: “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” or the negative of these terms or other similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are subject to a number of risks and uncertainties (some of which are beyond our control) that may cause actual results or performance to be materially different from those expressed or implied by such forward-looking statements. Accordingly, readers should not place undue reliance on any forward-looking statements. These risks include risks relating to agreements with third parties; our ability to raise funding in the future, as needed, and the terms of such funding, including potential dilution caused thereby; our ability to continue as a going concern; security interests under certain of our credit arrangements; our ability to maintain the listing of our common stock on the Nasdaq Capital Market; claims relating to alleged violations of intellectual property rights of others; the outcome of any current legal proceedings or future legal proceedings that may be instituted against us; unanticipated difficulties or expenditures relating to our business plan; and those risks detailed in our most recent Annual Report on Form 10-K and subsequent reports filed with the SEC.

 

Forward-looking statements speak only as of the date they are made. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise that occur after that date, except as otherwise provided by law.

 

Contacts:

 

Scienture Holdings, Inc.

Scienture Holdings, Inc.

6308 Benjamin Rd, Suite 708

Tampa, Florida 33634

Phone: [phone]

Email: [e-mail]

 

Scienture, LLC

Scienture, LLC

20 Austin Boulevard

Commack, New York 11725

Phone: [phone]

Email: [e-mail]

 

 

Cover	Sep. 20, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 20, 2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-39199
Entity Registrant Name	SCIENTURE HOLDINGS, INC.
Entity Central Index Key	0001382574
Entity Tax Identification Number	46-3673928
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	6308 Benjamin Rd
Entity Address, Address Line Two	Suite 708
Entity Address, City or Town	Tampa
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33634
City Area Code	(866)
Local Phone Number	468-6535
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $0.00001 per share
Trading Symbol	SCNX
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Information, Former Legal or Registered Name	TRxADE HEALTH, Inc.

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