M&A - Scienture Holdings, Inc.

Form Type: CORRESP

Filing Date: 2025-01-13

Corporate Action: Acquisition

Type: Update

Accession Number: 000149315225001998

Filing Summary: Scienture Holdings, Inc. submitted a response to the U.S. Securities and Exchange Commission regarding comments received on their registration statement on Form S-1, filed on December 3, 2024. The response details amendments made in light of the SEC's comments, which included the need for financial statements of the acquired subsidiary Scienture, LLC (previously Scienture, Inc.), and the necessity of pro forma financial statements that reflect this acquisition. The Company detailed its planned use of proceeds from the ELOC Purchase Agreement, emphasizing a lack of specific plans for certain portions of the proceeds for which they will be utilized for general corporate purposes. Additionally, revisions included clarifications regarding the exclusive forum provision in their bylaws and required disclosures concerning auditing firms and their past financial statements. Overall, the document reflects the Company's proactive measures in addressing SEC inquiries and updates to its registration documentation.

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Form Type: DEF 14C

Filing Date: 2024-12-30

Corporate Action: Acquisition

Type: New

Accession Number: 000149315224052473

Filing Summary: On December 30, 2024, Scienture Holdings, Inc. filed an Information Statement with the SEC to notify stockholders that a majority of holders executed written consents approving significant corporate actions. These actions include the issuance of over 20% of the company's outstanding common stock in two transactions: the first with Arena Finance Markets, LP (the 'SPA Issuance Proposal') dated November 22, 2024, and the second with Arena Business Solutions Global SPC II, Ltd (the 'ELOC Issuance Proposal') dated November 25, 2024. The SPA issuance involves a convertible debenture of up to $12,222,222, while the ELOC agreement allows for the purchase of up to $50 million in shares. The announcement states these approvals comply with Nasdaq Listing Rule 5635(d) regarding stockholder authorization for such issuances. The actions will become effective approximately twenty days after the mailing of this Information Statement, expected around January 7, 2025.

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