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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 2024
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 001-39199
Scienture Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 46-3673928 | |
| (State
or other jurisdiction of incorporation or organization) |
(I.R.S.
Employer Identification No.) |
|
| 6308
Benjamin Rd, Suite 708 Tampa, Florida |
33634 | |
| (Address of principal executive offices) | (Zip code) |
(800) 261-0281
(Registrant’s telephone number, including area code)
TRxADE HEALTH, INC.
(Former name, former address and former fiscal year, if changed since last report)
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, $0.00001 Par Value Per Share | SCNX |
The NASDAQ Stock Market LLC (The NASDAQ Capital Market) |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
There were 8,576,795 shares of the registrant’s common stock outstanding on November 6, 2024.
Scienture Holdings, Inc. formerly TRxADE HEALTH, INC.
FORM 10-Q
For the Quarter Ended September 30, 2024
TABLE OF CONTENTS
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (“Report”), including without limitation, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains forward-looking statements, within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995, regarding future events and the future results of Scienture Holdings, Inc. (f/k/a TRxADE Health, Inc.) (the “Company”) that are based on current expectations, estimates, forecasts, and projections about the industry in which the Company operates and the beliefs and assumptions of the management of the Company. Words such as “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” variations of such words, and similar expressions are intended to identify such forward-looking statements. These forward-looking statements are only predictions and are subject to risks, uncertainties and assumptions that are difficult to predict. These factors include, but are not limited to:
| ● | Our limited amount of cash; | |
| ● | The negative effect on our business and our ability to raise capital that is created by the fact that there is a substantial doubt about our ability to continue as a going concern; | |
| ● | Risks of our operations not being profitable; | |
| ● | Claims relating to alleged violations of intellectual property rights of others; | |
| ● | Technical problems with our websites; | |
| ● | Cybersecurity risks; | |
| ● | Risks relating to implementing our acquisition strategies, and, risks related to our ability to integrate the business operations of businesses that we acquire from time to time; | |
| ● | Negative effects on our operations associated with the opioid pain medication health crisis; | |
| ● | Regulatory and licensing requirement risks; | |
| ● | Risks related to changes in the U.S. healthcare environment; | |
| ● | The status of our information systems, facilities and distribution networks; | |
| ● | Risks associated with the operations of our more established competitors; | |
| ● | Political uncertainty; | |
| ● | Healthcare fraud; | |
| ● | The potential impact of some future pandemic; | |
| ● | Inflation, rising interest rates, governmental responses thereto and possible recessions caused thereby; | |
| ● | Changes in laws relating to our operations; | |
| ● | Privacy laws; | |
| ● | System errors; | |
| ● | Dependence on current management; | |
| ● | Our growth strategy; | |
| ● | Risks related to the integration of businesses we may acquire; and | |
| ● | Other factors discussed in this Quarterly Report on Form 10-Q and our Annual Form 10-K for the year ended December 31, 2023. |
While forward-looking statements reflect our good faith beliefs, assumptions and expectations, they are not guarantees of future performance. The forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q. Furthermore, we disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes. Moreover, because we operate in a very competitive and rapidly changing environment, new risk factors are likely to emerge from time to time. We caution investors not to place undue reliance on these forward-looking statements and urge you to carefully review the disclosures we make concerning risks in this Quarterly Report and in our Annual Report on Form 10-K and other reports filed with the Securities and Exchange Commission (“SEC”). Readers of this Quarterly Report on Form 10-Q should also read our other periodic filings made with the SEC and other publicly filed documents for further discussion regarding such factors.
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PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Scienture Holdings, Inc. formerly TRxADE HEALTH, INC.
Condensed Consolidated Balance Sheets
September 30, 2024 and December 31, 2023
(Unaudited)
| September 30, | December 31, | |||||||
| 2024 | 2023 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | 579,103 | $ | 314 | ||||
| Accounts receivable, net | 10,430 | - | ||||||
| Inventory | 7,884 | 968 | ||||||
| Prepaid expenses and other current assets | 775,113 | 50,724 | ||||||
| Notes receivable - related party | 1,300,000 | 1,300,000 | ||||||
| Other receivables | 4,505,797 | 1,224,702 | ||||||
| Deferred offering costs | 69,444 | - | ||||||
| Current assets of discontinued operations | 8,145 | 176,355 | ||||||
| Total current assets | 7,255,916 | 2,753,063 | ||||||
| Property, plant and equipment, net | 17,500 | 7,500 | ||||||
| Deposits | 22,039 | 10,531 | ||||||
| Intangible assets, net | 76,400,000 | - | ||||||
| Goodwill | 7,848,747 | - | ||||||
| Investments | 2,500,000 | - | ||||||
| Operating lease right-of-use assets | 215,491 | 191,216 | ||||||
| Noncurrent assets of discontinued operations | - | 9,570,603 | ||||||
| Total assets | $ | 94,259,693 | $ | 12,532,913 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 2,904,081 | $ | 1,463,014 | ||||
| Accrued liabilities | 1,042,892 | 160,214 | ||||||
| Other current liabilities | 5,441 | 67,831 | ||||||
| Loan payable, related party | 265,000 | - | ||||||
| Contingent funding liabilities | - | 1,246,346 | ||||||
| Lease liability - current portion | 60,882 | 32,595 | ||||||
| Warrant liability | 1,129,796 | 736,953 | ||||||
| Current liabilities of discontinued operations | 5,346 | 7,849,402 | ||||||
| Total current liabilities | 5,413,438 | 11,556,355 | ||||||
| Convertible note, net of debt discount | 2,255,848 | - | ||||||
| Lease liability - net of current portion | 173,366 | 176,909 | ||||||
| Development agreement liability | 1,285,000 | - | ||||||
| Noncurrent liabilities of discontinued operations | - | 257,296 | ||||||
| Total liabilities | 9,127,652 | 11,990,560 | ||||||
| Commitments and contingencies | - | - | ||||||
| Stockholders’ equity (deficit): | ||||||||
| Series A preferred stock, $0.00001 par value; 0 and 9,211,246 shares authorized; none issued and outstanding as of September 30, 2024 and December 31, 2023, all respectively | - | - | ||||||
| Series B preferred stock, $0.00001 par value; 787,754 shares authorized; 15,759 shares issued and outstanding as of both September 30, 2024 and December 31, 2023 | - | - | ||||||
| Series C preferred stock, $0.00001 par value; 1,000 shares authorized; 0 and 290 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively | - | - | ||||||
| Series X preferred stock, $0.00001 par value; 9,211,246 shares authorized; 0 and 0 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively | - | - | ||||||
| Common stock, $0.00001 par value; 100,000,000 shares authorized; 8,605,366 and 905,008 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively | 86 | 9 | ||||||
| Additional paid-in capital | 117,008,196 | 33,788,284 | ||||||
| Accumulated deficit | (31,876,241 | ) | (33,245,940 | ) | ||||
| Total stockholders’ equity | 85,132,041 | 542,353 | ||||||
| Total liabilities and stockholders’ equity | $ | 94,259,693 | $ | 12,532,913 | ||||
The accompanying notes are an integral part of the unaudited consolidated financial statements.
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Scienture Holdings, Inc. formerly TRxADE HEALTH, INC.
Condensed Consolidated Statements Of Operations
For the Three and Nine Months Ended September 30, 2024 and 2023
(Unaudited)
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Revenues | $ | 64,861 | $ | 392,286 | $ | 83,560 | $ | 1,235,168 | ||||||||
| Cost of sales | 60,978 | 352,694 | 80,380 | 1,072,178 | ||||||||||||
| Gross profit | 3,883 | 39,592 | 3,180 | 162,990 | ||||||||||||
| Operating expenses: | ||||||||||||||||
| Wage and salary expense | 708,977 | 7,342 | 1,243,621 | 345,235 | ||||||||||||
| Professional fees | 593,364 | 295,497 | 1,282,053 | 619,794 | ||||||||||||
| Accounting and legal expense | 619,227 | 409,480 | 1,129,982 | 782,495 | ||||||||||||
| Technology expense | 157,474 | 22,071 | 295,763 | 74,946 | ||||||||||||
| General and administrative | 168,649 | 66,880 | 5,284,231 | 483,374 | ||||||||||||
| Research and development | 1,253,983 | - | 1,253,983 | - | ||||||||||||
| Total operating expenses | 3,501,674 | 801,270 | 10,489,633 | 2,305,844 | ||||||||||||
| Operating loss | (3,497,791 | ) | (761,678 | ) | (10,486,453 | ) | (2,142,854 | ) | ||||||||
| Non-operating income (loss): | ||||||||||||||||
| Change in fair value of warrant liability | 502,178 | 925,320 | (392,843 | ) | (443,308 | ) | ||||||||||
| Interest income | 29,445 | - | 133,397 | 4,198 | ||||||||||||
| Loss on disposal of asset | - | - | (374,968 | ) | (352,244 | ) | ||||||||||
| Interest expense | (217,433 | ) | (251,778 | ) | (320,897 | ) | (494,904 | ) | ||||||||
| Total non-operating income (loss), net | 314,190 | 673,542 | (955,311 | ) | (1,286,258 | ) | ||||||||||
| Net loss from continuing operations | (3,183,601 | ) | (88,136 | ) | (11,441,764 | ) | (3,429,112 | ) | ||||||||
| Net (loss) income from discontinued operations | - | (3,436,978 | ) | 27,670,294 | (2,748,833 | ) | ||||||||||
| Net (loss) income | $ | (3,183,601 | ) | $ | (3,525,114 | ) | $ | 16,228,530 | $ | (6,177,945 | ) | |||||
| Net loss per common share from continuing operations | ||||||||||||||||
| Basic | $ | (1.34 | ) | $ | (0.11 | ) | $ | (7.10 | ) | $ | (4.84 | ) | ||||
| Diluted | $ | (1.34 | ) | $ | (0.11 | ) | $ | (7.10 | ) | $ | (4.84 | ) | ||||
| Net (loss) income per common share from discontinued operations | ||||||||||||||||
| Basic | $ | - | $ | (4.46 | ) | $ | 17.17 | $ | (3.88 | ) | ||||||
| Diluted | $ | - | $ | (1.45 | ) | $ | 14.64 | $ | (1.20 | ) | ||||||
| Net (loss) income per common share | ||||||||||||||||
| Basic | $ | (1.34 | ) | $ | (4.57 | ) | $ | 10.07 | $ | (8.72 | ) | |||||
| Diluted | $ | (1.34 | ) | $ | (4.57 | ) | $ | 8.59 | $ | (8.72 | ) | |||||
| Weighted average common shares outstanding | ||||||||||||||||
| Basic | 2,373,848 | 771,192 | 1,611,221 | 708,116 | ||||||||||||
| Diluted | 2,373,848 | 2,363,233 | 1,889,504 | 2,300,157 | ||||||||||||
The accompanying notes are an integral part of the unaudited consolidated financial statements.
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Scienture Holdings, Inc. formerly TRxADE HEALTH, INC.
Condensed Consolidated Statements of Changes in Stockholders’ Equity
(Unaudited)
| Series A | Series B | Series C | Series X | Common | Additional | Non-controlling | Total | |||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred Stock | Preferred Stock | Preferred Stock | Preferred Stock | Stock | Paid-in | Accumulated | Interests in | Stockholders’ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Subsidiaries | Equity | |||||||||||||||||||||||||||||||||||||||||||
| Balances at December 31, 2022 | - | $ | - | - | $ | - | - | $ | - | - | $ | - | 626,247 | $ | 6 | $ | 20,482,666 | $ | (19,719,536 | ) | $ | (420,269 | ) | $ | 342,867 | |||||||||||||||||||||||||||||||
| Common stock issued for services | - | - | - | - | - | - | - | - | 14,362 | - | 63,486 | - | - | 63,486 | ||||||||||||||||||||||||||||||||||||||||||
| Disposition of assets, related party | - | - | - | - | - | - | - | - | - | - | - | 492,030 | 420,269 | 912,299 | ||||||||||||||||||||||||||||||||||||||||||
| Warrants exercised for cash | - | - | - | - | - | - | - | - | 40,116 | 1 | 6 | - | - | 7 | ||||||||||||||||||||||||||||||||||||||||||
| Options expense | - | - | - | - | - | - | - | - | - | - | 14,434 | - | - | 14,434 | ||||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | - | - | - | - | - | (677,953 | ) | - | (677,953 | ) | ||||||||||||||||||||||||||||||||||||||||
| Balances at March 31, 2023 | - | - | - | - | - | - | - | - | 680,725 | 7 | 20,560,592 | (19,905,459 | ) | - | 655,140 | |||||||||||||||||||||||||||||||||||||||||
| Common stock issued for services | - | - | - | - | - | - | - | - | - | - | 15,813 | - | - | 15,813 | ||||||||||||||||||||||||||||||||||||||||||
| Warrants exercised for cash | - | - | - | - | - | - | - | - | 1,795 | - | 1,615 | - | - | 1,615 | ||||||||||||||||||||||||||||||||||||||||||
| Options expense | - | - | - | - | - | - | - | - | - | - | 7,783 | - | - | 7,783 | ||||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | - | - | - | - | - | (1,974,878 | ) | - | (1,974,878 | ) | ||||||||||||||||||||||||||||||||||||||||
| Balances at June 30, 2023 | - | - | - | - | - | - | - | - | 682,520 | 7 | 20,585,803 | (21,880,337 | ) | - | (1,294,527 | ) | ||||||||||||||||||||||||||||||||||||||||
| Options expense | - | - | - | - | - | - | - | - | - | - | 3,761 | - | - | 3,761 | ||||||||||||||||||||||||||||||||||||||||||
| Disposition of assets | - | - | - | - | - | - | - | - | - | - | - | 3,875,476 | - | 3,875,476 | ||||||||||||||||||||||||||||||||||||||||||
| Shares issued pursuant to merger agreement | 15,759 | - | - | - | - | - | - | - | 136,441 | 1 | 12,500,088 | - | - | 12,500,089 | ||||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | - | - | - | - | - | (3,525,114 | ) | - | (3,525,114 | ) | ||||||||||||||||||||||||||||||||||||||||
| Balances at September 30, 2023 | 15,759 | $ | - | - | $ | - | - | $ | - | - | $ | - | 818,961 | $ | 8 | $ | 33,089,652 | $ | (21,529,975 | ) | $ | - | $ | 11,559,685 | ||||||||||||||||||||||||||||||||
| Balances at December 31, 2023 | - | $ | - | 15,759 | $ | - | 290 | $ | - | - | $ | - | 905,008 | $ | 9 | $ | 33,788,284 | (33,245,940 | ) | $ | - | $ | 542,353 | |||||||||||||||||||||||||||||||||
| Cash dividends paid ($8 per share) | - | - | - | - | - | - | - | - | - | - | - | (12,671,072 | ) | - | (12,671,072 | ) | ||||||||||||||||||||||||||||||||||||||||
| Common stock issued for services | - | - | - | - | - | - | - | - | 470,482 | 5 | 4,450,914 | - | - | 4,450,919 | ||||||||||||||||||||||||||||||||||||||||||
| Options exercised for cash | - | - | - | - | - | - | - | - | 2,371 | - | 9,840 | - | - | 9,840 | ||||||||||||||||||||||||||||||||||||||||||
| Warrants exercised for cash | - | - | - | - | - | - | - | - | 28,487 | - | 16,567 | - | - | 16,567 | ||||||||||||||||||||||||||||||||||||||||||
| Options expense | - | - | - | - | - | - | - | - | - | - | 24,266 | - | - | 24,266 | ||||||||||||||||||||||||||||||||||||||||||
| Net income | - | - | - | - | - | - | - | - | - | - | - | 21,246,033 | - | 21,246,033 | ||||||||||||||||||||||||||||||||||||||||||
| Balances at March 31, 2024 | - | - | 15,759 | - | 290 | - | - | - | 1,406,348 | 14 | 38,289,871 | (24,670,979 | ) | - | 13,618,906 | |||||||||||||||||||||||||||||||||||||||||
| Options expense | - | - | - | - | - | - | - | - | - | - | 444 | - | - | 444 | ||||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | - | - | - | - | - | (1,833,902 | ) | - | (1,833,902 | ) | ||||||||||||||||||||||||||||||||||||||||
| Balances at June 30, 2024 | - | - | 15,759 | - | 290 | - | - | - | 1,406,348 | 14 | 38,290,315 | (26,504,881 | ) | - | 11,785,448 | |||||||||||||||||||||||||||||||||||||||||
| Cash dividends paid ($1.50 per share) | - | - | - | - | - | - | - | - | - | - | - | (2,187,759 | ) | - | (2,187,759 | ) | ||||||||||||||||||||||||||||||||||||||||
| Conversion of Series C preferred stock into common stock | - | - | - | - | (290 | ) | - | - | - | 52,158 | 1 | (1 | ) | - | - | - | ||||||||||||||||||||||||||||||||||||||||
| Issuance of shares pursuant to Merger | - | - | - | - | - | - | 6,826,753 | 68 | 291,536 | 3 | 78,646,113 | - | - | 78,646,184 | ||||||||||||||||||||||||||||||||||||||||||
| Conversion of Series X preferred stock into common stock | - | - | - | - | - | - | (6,826,753 | ) | (68 | ) | 6,826,753 | 68 | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||
| Warrants issued with convertible note | - | - | - | - | - | - | - | - | - | 71,332 | - | - | 71,332 | |||||||||||||||||||||||||||||||||||||||||||
| Warrants exercised for shares | - | - | - | - | - | - | - | - | 28,571 | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||
| Options expense | - | - | - | - | - | - | - | - | - | - | 437 | - | - | 437 | ||||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | - | - | - | - | - | (3,183,601 | ) | - | (3,183,601 | ) | ||||||||||||||||||||||||||||||||||||||||
| Balances at September 30, 2024 | - | $ | - | 15,759 | $ | - | - | $ | - | - | $ | - | 8,605,366 | $ | 86 | $ | 117,008,196 | $ | (31,876,241 | ) | $ | - | $ | 85,132,041 | ||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of the unaudited consolidated financial statements
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Scienture Holdings, Inc. formerly TRxADE HEALTH, INC.
Condensed Consolidated Statements of Cash Flows
For The Nine Months Ended September 30, 2024 and 2023
(Unaudited)
| Nine Months Ended | ||||||||
| September 30, | ||||||||
| 2024 | 2023 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss from continuing operations | $ | (11,441,764 | ) | $ | (3,429,112 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation expense | 2,000 | 8,464 | ||||||
| Change in fair value of warrant liability | 392,843 | 443,308 | ||||||
| Options expense | 25,147 | 25,978 | ||||||
| Common stock issued for services | 4,450,919 | 79,299 | ||||||
| Amortization of debt discount | 13,180 | - | ||||||
| Amortization of right-of-use assets | 37,302 | 325,916 | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable, net | (10,430 | ) | (212,292 | ) | ||||
| Prepaid expenses and other assets | (735,897 | ) | (138,450 | ) | ||||
| Inventory | (6,916 | ) | (39,013 | ) | ||||
| Other receivables | (3,281,095 | ) | - | |||||
| Lease liability | (37,141 | ) | 6,414 | |||||
| Accounts payable | 453,969 | 854,171 | ||||||
| Accrued liabilities | (384,900 | ) | 43,729 | |||||
| Current liabilities | (62,390 | ) | (5,127 | ) | ||||
| Net cash used in operating activities from continuing operations | (10,585,173 | ) | (2,036,715 | ) | ||||
| Net cash (used in) provided by operating activities from discontinued operations | (770,653 | ) | 830,638 | |||||
| Net cash used in operating activities | (11,355,826 | ) | (1,206,077 | ) | ||||
| Cash flows from investing activities: | ||||||||
| Cash received in acquisition | 132,976 | 5,546 | ||||||
| Acquisition of property and equipment | (12,000 | ) | - | |||||
| Investment in securities | (2,500,000 | ) | - | |||||
| Net cash (used in) provided by investing activities from continuing operations | (2,379,024 | ) | 5,546 | |||||
| Net cash provided by investing activities from discontinued operations | 29,931,815 | 68,737 | ||||||
| Net cash provided by investing activities | 27,552,791 | 74,283 | ||||||
| Cash flows from financing activities: | ||||||||
| Repayment of contingent liability | (1,246,346 | ) | (1,755,688 | ) | ||||
| Proceeds from issuance of debt | - | 200,000 | ||||||
| Proceeds from repayment of notes receivable | - | 25,000 | ||||||
| Cash dividends paid | (14,858,831 | ) | - | |||||
| Proceeds from sale of future revenue | - | 2,100,000 | ||||||
| Proceeds from convertible note | 314,000 | - | ||||||
| Proceeds from exercise of warrants | 16,567 | 1,622 | ||||||
| Proceeds from exercise of options | 9,840 | - | ||||||
| Net cash (used in) provided by financing activities from continuing operations | (15,764,770 | ) | 570,934 | |||||
| Net cash used in financing activities from discontinued operations | (5,000 | ) | (500,000 | ) | ||||
| Net cash (used in) provided by financing activities | (15,769,770 | ) | 70,934 | |||||
| Net change in cash | 427,195 | (1,060,860 | ) | |||||
| Cash at beginning of period | 151,908 | 1,094,891 | ||||||
| Cash at end of period | $ | 579,103 | $ | 34,031 | ||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid for interest | $ | - | $ | 243,126 | ||||
| Cash paid for taxes | $ | - | $ | - | ||||
| Supplemental disclosure of non-cash investing and financing activities: | ||||||||
| Issuance of shares pursuant to Merger | $ | 78,646,184 | $ | - | ||||
| Assets acquired in connection with Merger | $ | 194,554 | $ | - | ||||
| Liabilities assumed in connection with Merger | $ | 5,797,117 | $ | - | ||||
| Insurance premium financed | $ | 198,245 | $ | 306,152 | ||||
| Deferred offering costs | $ | 69,444 | $ | - | ||||
| Warrants issued with convertible note | $ | 71,332 | $ | - | ||||
| Note issued as SOSRx contribution | $ | - | $ | 500,000 | ||||
| Disposition of assets, related party | $ | - | $ | 492,030 | ||||
The accompanying notes are an integral part of the unaudited consolidated financial statements.
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NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION
Overview
On September 20, 2024, the Company filed with the Secretary of State of the State of Delaware an amendment to its Second Amended and Restated Certificate of Incorporation to change the legal name of the Company from “TRxADE HEALTH, Inc.” to “Scienture Holdings, Inc.”
The Company owned, as of September 30, 2024, 100% of Softell Inc. (f/k/a Trxade Inc.), Integra Pharma Solutions, LLC, and Scienture, LLC (f/k/a Scienture, Inc.).
On October 4, 2024, the Company and Softell Inc. (f/k/a Trxade Inc.) (“Softell”) entered into an Assignment and Assumption of Membership Interests (the “IPS Assignment Agreement”), pursuant to which the Company transferred, and Softell accepted, 100% of the membership interests of Integra Pharma Solutions, LLC (“IPS”). As a result, IPS is now a wholly-owned subsidiary of Softell. During the year ended December 31, 2023 and a portion of the quarter ended March 31, 2024, Softell, operated a web-based market platform that enabled commerce among healthcare buyers and sellers of pharmaceuticals, accessories and services. Softell’s current primary operations are conducted through IPS.
IPS is a licensed pharmaceutical wholesaler and sells brand, generic and non-drug products to customers. IPS’ customers span various healthcare markets including government organizations, hospitals, clinics and independent pharmacies nationwide.
Bonum Health, LLC was formed to hold certain telehealth assets acquired in October 2019. The “Bonum Health Hub” was launched in February 2020; however, the Company does not anticipate installations moving forward. The Company anticipates dissolving Bonum Health, Inc. and Bonum Health, LLC.
Scienture, LLC (f/k/a Scienture, Inc.) (“Scienture”) is a New York based branded, specialty pharmaceutical research company which is engaged in the research and development of branded pharmaceutical products. The intellectual property application process was initiated in November 2019 and the product development activities commenced in January 2020. Scienture also plans to foray into commercialization of innovative and branded pharmaceutical products in the US market. Scienture’s assets in development are across therapeutics areas and indications and cater to different market segments. Scienture’s mission is to identify, develop and bring to market innovative technology-based products to address unmet medical needs. Its targeted portfolio consists of short term and long-term opportunities with efficient development, regulatory, and go to market strategies.
Acquisitions
Superlatus Merger
On July 14, 2023, the Company entered into an Amended and Restated Agreement and Plan of Merger (the “Superlatus Merger Agreement”) with Superlatus, Inc., a U.S.-based holding company of food products and distribution capabilities (“Superlatus”) and Foods Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”).
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On July 31, 2023, the Company completed its acquisition of Superlatus in accordance with the terms and conditions of the Superlatus Merger Agreement (the “Superlatus Merger”), pursuant to which the Company acquired Superlatus by way of a merger of the Merger Sub with and into Superlatus, with Superlatus being a wholly owned subsidiary of the Company and the surviving entity in the Superlatus Merger.
Under the terms of the Superlatus Merger Agreement, at the closing of the Superlatus Merger, shareholders of Superlatus received an aggregate of 136,441 shares of the Company’s common stock and 306,855 shares of the Company’s Series B Preferred Stock, par value $0.00001 per share (the “Series B Preferred Stock”). Each share of Series B Preferred Stock is convertible into 100 shares of the Company’s common stock. At Closing, the value of the Company’s common stock was $7.30 per share, resulting in a total value of $225,000,169. Upon consummation of the Superlatus Merger, the Company continued to trade under its former ticker symbol “MEDS”.
Not all of the closing conditions of the Superlatus Merger Agreement were met. As a result, the Company entered into Amendment No. 1 to the Amended and Restated Agreement and Plan of Merger (the “Superlatus Amendment”) on January 8, 2024. Under the terms of the Superlatus Amendment, the merger consideration to the shareholders of Superlatus was adjusted to an aggregate of 136,441 shares of the Company’s common stock and 15,759 shares of the Company’s Series B Preferred Stock, resulting in a total value of $12,500,089. Additionally, the shareholders of Superlatus agreed to surrender back to the Company 291,096 shares of the Company’s Series B Preferred Stock. As described below, in March 2024, the Company divested of its interest in Superlatus.
Scienture Merger
On July 25, 2024, the Company entered into and closed an Agreement and Plan of Merger (the “Scienture Merger Agreement”) with MEDS Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub I”), MEDS Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Merger Sub II” and, together with Merger Sub I, the “Merger Subs”), and Scienture. Pursuant to the Scienture Merger Agreement, (i) Merger Sub I merged with and into Scienture (the “First Merger”), with Scienture continuing as the surviving entity and a wholly owned subsidiary of the Company, and (ii) Scienture merged with and into Merger Sub II (the “Second Merger” and, together with the First Merger and all other related transactions, the “Scienture Merger”), with Merger Sub II continuing as the surviving entity. In connection with the transactions, the Company changed its name to “Scienture Holdings, Inc.” and Merger Sub II, as the surviving entity of the Second Merger, changed its name to “Scienture, LLC”.
As consideration for the Scienture Merger, at the effective time of the First Merger (the “Effective Time”), the shares of Scienture common stock issued and outstanding immediately prior to the Effective Time were converted into the right to receive, in the aggregate, (i) 291,536 shares of the Company’s common stock and (ii) 6,826,753 shares of the Company’s Series X Non-Voting Convertible Preferred Stock (the “Series X Preferred Stock”), each share of which is convertible into one share of common stock.
Dispositions
MMS APA
On February 16, 2024, the Company, together with Softell and Micro Merchant Systems, Inc. (“MMS”), entered into an asset purchase agreement (the “MMS APA”) under which MMS agreed to purchase for cash substantially all of the assets of Softell. On February 16, 2024, the parties consummated the closing of the transactions contemplated by the MMS APA. Softell operated a web-based market platform designed to enable trading among healthcare buyers and sellers of pharmaceuticals, accessories and services. The purchase price paid at closing was $22,660,182. Pursuant to the terms and conditions of the MMS APA, because MMS received $1,600,000 or greater in certain collections from third parties resulting from any products or services sold, or provided, by the business assets and operations acquired from Softell during the period ending on the four-month anniversary of the closing date, the Company was due an additional $7,500,000 payment from MMS. The Company received the $7,500,000 in May 2024.
Superlatus SPA
On March 5, 2024, the Company entered into a Stock Purchase Agreement (the “Superlatus SPA”) with Superlatus Foods Inc. (the “Buyer”). Pursuant to the Superlatus SPA, the Company sold all of the issued and outstanding stock of Superlatus to the Buyer. The $1.00 purchase price for the stock was delivered to the Company at the closing, which occurred simultaneously with the execution of the Superlatus SPA. As a result of the transaction, Superlatus ceased to be a subsidiary of the Company, and the rights and assets of Superlatus together with various liabilities and obligations that were specific to Superlatus became rights and obligations of the Buyer.
See Note 3 for further detail on the dispositions.
Basis of Presentation and Principles of Consolidation
The accompanying unaudited interim condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules of the SEC and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on April 22, 2024.
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In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. All significant intercompany balances and transactions have been eliminated in consolidation. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements that would substantially duplicate the disclosures contained in the audited financial statements for the year ended December 31, 2023, as reported in the Company’s Annual Report on Form 10-K have been omitted.
Use of Estimates
The preparation of condensed consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses in the reporting period. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from its estimates. To the extent there are material differences between estimates and the actual results, future results of operations will be affected. Significant estimates for the nine months ended September 30, 2024 and 2023 include the valuation of intangible assets, including goodwill, and gain (losses) on dispositions.
Fair Value of Financial Instruments
The carrying amounts for cash, accounts receivable, accounts payable, accrued liabilities, and other current liabilities approximate their fair value because of their short-term maturity.
Stock Split
Effective June 21, 2023, the Company executed a 1:15 reverse stock split for stockholders of record on that date. This was executed to comply with the Nasdaq Listing Rule 5550(a)(2) to have the price of the stock above $1.00.
Recently Issued Accounting Pronouncements
In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The new guidance requires enhanced disclosure of significant expenses that are regularly reported to the chief operating decision maker and the nature of segment expense information used to manage operations. The new guidance is effective for all public companies for annual reporting periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company will adopt the new standard in annual reporting period beginning after December 15, 2023 and is currently evaluating the impacts of the new guidance on its disclosure within the financial statements. The Company does not expect any significant impact from the ASU on its consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The new guidance requires disaggregated information about the effective tax rate reconciliation and additional information on taxes paid that meet a quantitative threshold. The new guidance is effective for public companies for annual reporting periods beginning after December 15, 2024, and for non-public companies for annual reporting periods beginning after December 15, 2025, with early adoption permitted for both. The Company will adopt the new standard in annual reporting period beginning after December 15, 2025, and is currently evaluating the impacts of the new guidance on its disclosures within the consolidated financial statements.
Accounts Receivable, net
On January 1, 2023, the Company adopted ASU 2016-13 “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” and its related amendments using the prospective method. The new standard requires the use of a current expected credit loss impairment model to develop and recognize credit losses for financial instruments at amortized cost when the asset is first originated or acquired, and each subsequent reporting period.
The Company’s receivables are from customers and are typically collected within 90 days. The Company determines the allowance based on known troubled accounts, historical experience, and other currently available evidence.
Other Receivables
As of September 30, 2024 and December 31, 2023, other receivables are $4,505,797 and $1,224,702. As of September 30, 2024, other receivables primarily consist of short-term advances to Wellgistics Health, Inc. (f/k/a Danam Health Inc.).
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Deferred Offering Costs
The Company complies with the requirements of Accounting Standards Codification (“ASC”) 340-10-S99-1 with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged to additional paid-in capital or as a discount to debt, as applicable, upon the completion of an offering or to expense if the offering is not completed. As of September 30, 2024, the Company has $69,444 capitalized deferred offering costs.
Acquisitions
The Company accounts for acquisitions and investments in businesses as business combinations if the target meets the definition of a business and (a) the target is a variable interest entity (“VIE”) and the Company is the target’s primary beneficiary, and therefore the Company must consolidate its financial statements, or (b) the Company acquires more than 50% of the voting interest of the target and it was not previously consolidated. The Company records business combinations using the acquisition method of accounting, which requires all the assets acquired and liabilities assumed to be recorded at fair value as of the acquisition date. The excess of the purchase price over the estimated fair values of the net tangible and intangible assets acquired is recorded as goodwill.
The application of the acquisition method of accounting for business combinations requires management to make significant estimates and assumptions in the determination of the fair value of assets acquired and liabilities assumed in order to properly allocate purchase price consideration between assets that are depreciated and amortized from goodwill. The fair value assigned to tangible and intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation procedures and techniques. Significant assumptions and estimates include, but are not limited to, the cash flows that an asset is expected to generate in the future, the appropriate weighted-average cost of capital, and the cost savings expected to be derived from acquiring an asset, if applicable.
If the actual results differ from the estimates and judgments used in these estimates, the amounts recorded in the Company’s financial statements may be exposed to potential impairment of the intangible assets and goodwill.
If the Company’s investment involves the acquisition of an asset or group of assets that does not meet the definition of a business, the transaction is accounted for as an asset acquisition. An asset acquisition is recorded at cost, which includes capitalizing transaction costs, and does not result in the recognition of goodwill.
On July 25, 2024, the Company acquired intangible assets of $76,400,000 and recognized goodwill of $7,848,747 pursuant to the Scienture acquisition (see Note 3). The acquired goodwill represents the value in excess of the net assets and liabilities acquired at the acquisition date.
As of September 30, 2024, there were no indicators of impairment since the acquisition in July 2024. Company determined that no impairment was necessary.
Intangible Assets and Goodwill
The Company tests indefinite-lived intangible assets for impairment on an annual basis or whenever events or changes occur that would more-likely-than not reduce the fair value of the indefinite-lived intangible asset below its carrying value between annual impairment tests. Any indefinite-lived intangible asset assessment is performed at the Company level.
The Company did not record an indefinite-lived intangible asset impairment charge for the three or nine months ended September 30, 2024 and 2023.
Investments
The Company accounts for investments that it does not control using the cost method, equity method or fair value method, as applicable. Investments in companies in which the Company owns less than a 20% equity interest and where it does not exercise significant influence over the operating and financial policies of the investee are accounted for using the cost method of accounting. The Company periodically reviews the carrying value of these investments to determine if there has been an other-than-temporary decline in fair value below carrying value. A variety of factors are considered when determining if a decline in fair value below carrying value is other-than-temporary, including, among others, the financial condition and business prospects of the investee, as well as the Company’s investment intent. Cost method investments are carried at cost, which approximates or is less than fair value. Dividends received by the Company are recognized in equity (losses) earnings of affiliates, net of tax on the consolidated statements of operations.
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On February 29, 2024, Softell entered into a Subscription Agreement (the “Subscription Agreement”) with Lafayette Energy Corp., a Delaware corporation (“Lafayette”). Pursuant to the Subscription Agreement, Softell agreed, in two equal tranches, to invest a total of up to $5,000,000 in Lafayette in exchange for up to 2,000,000 shares of Lafayette’s Series A Convertible Preferred Stock, with the second tranche becoming payable only upon Softell’s receipt of notice that Lafayette has successfully drilled its first oil and gas well and produced at least one hundred (100) barrels of oil.
As of September 30, 2024, the Company’s investment in Lafayette was $2,500,000. The Company determined there was no impairment necessary as of September 30, 2024.
Research & Development Expenses
Research and development costs are expensed in the period incurred in accordance with ASC 730, Research and Development. These expenses consist of independent contractor costs, costs for outsourced analytical research and development activities, batch manufacturing cost and, advisory costs as a part of research, market research costs and other regulatory consulting costs.
Income (loss) Per Common Share
Basic net income per common share is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding. Diluted net income per common share is computed similar to basic net income per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The dilutive effect of the Company’s options and warrants is computed using the treasury stock method. As of September 30, 2024, we had 238,594 outstanding warrants to purchase shares of common stock, 15,759 shares of Series B preferred stock and 23,930 options to purchase shares of common stock.
SCHEDULE OF BASIC AND DILUTIVE LOSS PER SHARE
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Numerator: | ||||||||||||||||
| Net loss from continuing operations | $ | (3,183,601 | ) | $ | (88,136 | ) | $ | (11,441,764 | ) | $ | (3,429,112 | ) | ||||
| Net (loss) income on discontinued operations | - | (3,436,978 | ) | 27,670,294 | (2,748,833 | ) | ||||||||||
| Net (loss) income | $ | (3,183,601 | ) | $ | (3,525,114 | ) | $ | 16,228,530 | $ | (6,177,945 | ) | |||||
| Denominator: | ||||||||||||||||
| Denominator for EPS – weighted average shares | ||||||||||||||||
| Basic | 2,373,848 | 771,192 | 1,611,221 | 708,116 | ||||||||||||
| Diluted | 2,373,848 | 2,363,233 | 1,889,504 | 2,300,157 | ||||||||||||
| Net loss per common share from continuing operations | ||||||||||||||||
| Basic | $ | (1.34 | ) | $ | (0.11 | ) | $ | (7.10 | ) | $ | (4.84 | ) | ||||
| Diluted | $ | (1.34 | ) | $ | (0.11 | ) | $ | (7.10 | ) | $ | (4.84 | ) | ||||
| Net loss (income) per common share from discontinued operations | ||||||||||||||||
| Basic | $ | - | $ | (4.46 | ) | $ | 17.17 | $ | (3.88 | ) | ||||||
| Diluted | $ | - | $ | (1.45 | ) | $ | 14.64 | $ | (1.20 | ) | ||||||
| Net (loss) income | ||||||||||||||||
| Basic | $ | (1.34 | ) | $ | (4.57 | ) | $ | 10.07 | $ | (8.72 | ) | |||||
| Diluted | $ | (1.34 | ) | $ | (4.57 | ) | $ | 8.59 | $ | (8.72 | ) | |||||
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Income taxes
The Company’s provision for income taxes was $0 for the three and nine months ended September 30, 2024 and 2023. The income tax provisions for these periods are based upon estimates of annual income (loss), annual permanent differences and statutory tax rates in the various jurisdictions in which the Company operates. For all periods presented, the Company utilized net operating loss carryforwards to offset the impact of any taxable income. The Company’s tax rate differs from the applicable statutory rates due primarily to the establishment of a valuation allowance, utilization of deferred and the effect of permanent differences and adjustments.
NOTE 2 – GOING CONCERN
The accompanying interim consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business within one year after the date the consolidated financial statements are issued. In accordance with Financial Accounting Standards Board, or the FASB, Accounting Standards Update No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40), our management evaluates whether there are conditions or events, considered in aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements are issued.
As of September 30, 2024, the Company had an accumulated deficit of $31,876,241. As of September 30, 2024, the Company had $579,103 in cash.
We will need to raise additional capital or secure debt funding to support on-going operations, and to fund the assets and operations of any businesses or assets we acquire. The sources of this capital are expected to be the sale of equity and debt, which may not be available on favorable terms, if at all, and may, if sold, cause significant dilution to existing stockholders. If we are unable to access additional capital moving forward, it may hurt our ability to grow and to generate future revenues, our financial position, and liquidity. These factors raise substantial doubt about the ability of the Company to continue as a going concern. Unless management is able to obtain additional financing, it is unlikely that the Company will be able to meet its funding requirements during the next 12 months. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
NOTE 3 – ACQUISITIONS AND DISPOSITIONS
Acquisitions
Scienture, Inc.
The Company evaluated the Scienture Merger Agreement pursuant to ASC 805 and ASU 2017-01, Topic 805, Business Combinations. The Company first determined that Scienture met the definition of a business as it includes inputs and a substantive process that together significantly contribute to the ability to create outputs. Scienture’s results of operations are included in the Company’s consolidated financial statements from the date of acquisition. The acquisition method of accounting requires, among other things, that the assets acquired and liabilities assumed in a business combination be measured at their estimated respective fair values as of the closing date of the acquisition. Goodwill recognized in connection with this transaction represents primarily the potential economic benefits that the Company believes may arise from the acquisition. The purchase price allocation is preliminary and could be significantly revised as a result of additional information obtained regarding assets acquired and liabilities assumed and revisions of estimates of fair values of tangible assets and related deferred tax assets and liabilities. The Company will finalize its valuation and the allocation of the purchase price, along with required retrospective adjustments, if any, within a year following the acquisition date.
On July 25, 2024, the Company issued 291,536 shares of common stock and 6,826,753 shares of Series X Preferred Stock pursuant to the Scienture Merger Agreement. The aggregate fair value of the purchase price consideration was $78,646,184. The fair value was determined by the underlying stock price of the common stock on the date of the Scienture Merger, which was $11.63 per share, which was utilized for both the issuance of common and preferred stock after evaluating the terms of the Series X Preferred Stock. The Company also applied a discount for lack of marketability of 5% due to certain lock-up terms on the shares issued.
The following summarizes the purchase price consideration and the preliminary purchase price allocation as of the acquisition date:
SCHEDULE OF PURCHASE PRICE ALLOCATION
| July 25, 2024 | ||||
| Purchase consideration: | ||||
| Common stock | $ | 3,221,245 | ||
| Series X preferred stock | 75,424,939 | |||
| Total purchase consideration | $ | 78,646,184 | ||
| Purchase price allocation: | ||||
| Cash | $ | 132,976 | ||
| Operating lease right-of-use assets | 61,578 | |||
| Goodwill | 7,848,747 | |||
| Intangible assets - product technologies | 76,400,000 | |||
| Accounts payable | (987,097 | ) | ||
| Accrued liabilities | (1,198,134 | ) | ||
| Loan payable, related party | (265,000 | ) | ||
| Lease liability | (61,886 | ) | ||
| Development agreement liability | (1,285,000 | ) | ||
| Long-term convertible notes | (2,000,000 | ) | ||
| Net assets acquired | $ | 78,646,184 | ||
Goodwill is primarily attributable to the go-to-market synergies that are expected to arise as a result of the acquisition and other intangible assets that do not qualify for separate recognition. The goodwill is not deductible for tax purposes.
The results of Scienture have been included in the consolidated financial statements since the date of acquisition. Scienture’s revenue and net loss included in the consolidated financial statements since the acquisition date through September 30, 2024 were $0 and a loss of $1,643,455, respectively.
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Unaudited Pro Forma Financial Information
The following unaudited pro forma financial information presents the Company’s financial results as if the Scienture Merger had occurred as of January 1, 2023. The unaudited pro forma financial information is not necessarily indicative of what the financial results actually would have been had the acquisitions been completed on this date. In addition, the unaudited pro forma financial information is not indicative of, nor does it purport to project, the Company’s future financial results. The pro forma information does not give effect to any estimated and potential cost savings or other operating efficiencies that could result from the acquisition:
SCHEDULE OF PRO FORMA FINANCIAL INFORMATION
| Nine Months Ended | ||||||||
| September 30, | ||||||||
| 2024 | 2023 | |||||||
| Revenue | $ | 83,560 | $ | 1,735,168 | ||||
| Net loss from continuing operations | $ | (16,722,735 | ) | $ | (4,644,587 | ) | ||
| Net loss from continuing operations per share | $ | (10.38 | ) | $ | (6.56 | ) | ||
Superlatus, Inc.
On July 31, 2023, the Company entered into the Superlatus Merger Agreement (see Note 1) with Superlatus whereby the Company acquired 100% of the stock of Superlatus in the Superlatus Merger. Superlatus includes a wholly-owned subsidiary, Sapientia. Consideration for the Superlatus Merger consisted of (i) 136,441 shares of the Company’s common stock at a fair value of $7.30 per share and (ii) 306,855 shares of the Company’s Series B Preferred Stock, each share of which is convertible into 100 shares of common stock. The total fair value of the common stock and Series B Preferred Stock on the closing date was $225,000,169 (the “Purchase Price”). On January 8, 2024, the Company entered into the Superlatus Amendment. Under the terms of the Superlatus Amendment, the merger consideration to the shareholders of Superlatus was adjusted to an aggregate of 136,441 shares of the Company’s common stock and 15,759 shares of the Company’s Series B Preferred Stock. The total fair value of the common stock and Series B Preferred Stock on the closing date was adjusted to $12,500,089 (the “Amended Purchase Price”). Additionally, the shareholders of Superlatus agreed to surrender back to the Company 289,731 shares of the Company’s Series B Preferred Stock received before the Superlatus Amendment.
The acquisition of Superlatus was accounted for as a business combination using the acquisition method pursuant to FASB ASC Topic 805. As the acquirer for accounting purposes, the Company had estimated the Purchase Price, assets acquired and liabilities assumed as of the acquisition date, with the excess of the Purchase Price over the fair value of net assets acquired recognized as goodwill. An independent valuation expert assisted the Company in determining these fair values.
The Amended Purchase Price allocation as of the acquisition date is presented as follows:
SCHEDULE OF PURCHASE PRICE ALLOCATION
| July 31, 2023 | ||||
| Purchase consideration: | ||||
| Common Stock, at fair value | $ | 996,019 | ||
| Series B Preferred Stock, at fair value | 11,504,070 | |||
| Total purchase consideration | $ | 12,500,089 | ||
| Purchase price allocation: | ||||
| Cash | $ | 5,546 | ||
| Prepaid expenses | 3,705 | |||
| Inventory | 122,792 | |||
| Intangible assets, net | 9,777,479 | |||
| Goodwill | 5,129,115 | |||
| Assets acquired | 15,038,637 | |||
| Accounts payable and other current liabilities | (283,548 | ) | ||
| Purchase price payable | (350,000 | ) | ||
| Notes payable | (1,905,000 | ) | ||
| Liabilities assumed | (2,538,548 | ) | ||
| Net assets acquired | $ | 12,500,089 | ||
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The Urgent Company, Inc.
On September 27, 2023, the Company entered into an Asset Purchase Agreement (the “TUC APA”) with The Urgent Company, Inc. (“TUC”) and its wholly owned subsidiaries, pursuant to which, the Company was assigned certain inventory and property and equipment and assumed certain operating leases for consideration of $4,400,000 in promissory notes (see Note 11). Subsequent to December 31, 2023, we divested our interest in TUC.
The transaction was accounted for as an asset acquisition pursuant to FASB ASC Topic 805. As the acquirer for accounting purposes, the Company allocated the cost of the asset acquisition to the assets acquired and liabilities assumed as of the acquisition date based on their respective relative fair value as of the date of the transaction.
The following summarizes the provisional relative fair values of the assets acquired as of the acquisition date based on the allocation of the cost of the asset acquisition:
SCHEDULE OF FAIR VALUES OF ASSETS ACQUIRED
| September 27, 2023 | ||||
| Purchase consideration: | ||||
| Promissory note | $ | 4,400,000 | ||
| Total purchase consideration | $ | 4,400,000 | ||
| Allocation of cost of assets acquired: | ||||
| Inventory | $ | 4,168,830 | ||
| Property and equipment | 231,170 | |||
| Assets acquired | 4,400,000 | |||
| Net assets acquired | $ | 4,400,000 | ||
Dispositions and Divestitures
Alliance Pharma Solutions, LLC and Community Specialty Pharmacy, LLC
On August 22, 2023, the Company and Wood Sage, LLC (“Wood Sage”) entered into (i) a Membership Interest Purchase Agreement (the “APS MIPA”), pursuant to which the Company sold its 100% membership interest in Alliance Pharma Solutions, LLC (“APS”) for consideration of a $125,000 promissory note (the “APS Sale Price”) and (ii) a Membership Interest Purchase Agreement (the “CSP MIPA”), pursuant to which the Company sold 100% of the membership interest in Community Specialty Pharmacy, LLC (“CSP”) in exchange for a $100,000 promissory note (the “CSP Sale Price”). As a result, the results of APS and CSP were classified as discontinued operations in our condensed statements of operations and excluded from both continuing operations and segment results for the nine months ended September 30, 2023.
As part of recognizing the business as held for sale in accordance with U.S. GAAP, the Company was required to measure APS and CSP at the lower of its carrying amount or fair value less cost to sell. As a result of this analysis, during the year ended December 31, 2023, the Company recognized a non-cash, pre-tax loss on disposal of $3,300,225. The loss is included in “Net loss from discontinued operations” in the consolidated statements of operations. The loss was determined by comparing the fair value of the consideration received for the sale of a 100% interest in APS and CSP with the net assets of APS and CSP, respectively, immediately prior to the transaction.
As a result of the transactions, the following assets and liabilities of APS and CSP were transferred to Wood Sage as of August 22, 2023:
SCHEDULE OF ASSETS AND LIABILITIES
| Alliance Pharma Solutions, LLC |
Community Specialty Pharmacy, LLC |
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| Cash | $ | 1,050 | $ | 61,988 | ||||
| Accounts receivable, net | - | 101,901 | ||||||
| Inventory | - | 123,230 | ||||||
| Prepaid assets | - | 525 | ||||||
| Intangible assets and capitalized software, net | 739,337 | - | ||||||
| Accounts payable | (23,982 | ) | (231,876 | ) | ||||
| Accrued liabilities | - | (10,182 | ) | |||||
| Net assets sold | $ | 716,405 | $ | 45,586 | ||||
MMS APA
On February 16, 2024, the Company, together with Softell and MMS, entered into the MMS APA under which MMS agreed to purchase for cash substantially all of the assets of Softell. On February 16, 2024, the parties consummated the closing of the transactions contemplated by the MMS APA. The purchase price paid at closing was $22,660,182. Subject to the terms and conditions of the MMS APA, because MMS received $1,600,000 or greater in certain collections from third parties resulting from any products or services sold, or provided, by the business assets and operations acquired from Softell during the period ending on the four-month anniversary of the closing date, the Company was due an additional $7,500,000 payment from MMS. The Company received the payment in May 2024.
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The MMS APA was accounted for a business disposition in accordance with ASC 810-40-40-3A. As of February 16, 2024, the Company no longer consolidated the assets, liabilities, revenues and expenses of Softell. The components of the disposition are as follows:
SCHEDULE OF BUSINESS ACQUISITIONS ASSETS AND LIABILITIES
| Cash received from MMS | $ | 22,660,182 | ||
| Other receivable from MMS | 7,500,000 | |||
| Total fair value of consideration received | $ | 30,160,182 | ||
| Carrying amount of assets and liabilities | ||||
| Cash | $ | 76,821 | ||
| Accounts receivable, net | 719,876 | |||
| Prepaid expenses | 55,397 | |||
| Property, plant and equipment, net | 45,655 | |||
| Operating lease right-of-use assets | 12,277 | |||
| Accounts payable | (347,000 | ) | ||
| Accrued liabilities | (5,269 | ) | ||
| Other current liabilities | (26,244 | ) | ||
| Lease liability, current | (1,556 | ) | ||
| Notes payable, current portion | (45,000 | ) | ||
| Lease liability, net of current portion | (10,720 | ) | ||
| Total carrying amount of assets and liabilities | 474,236 | |||
| Gain on disposition of business | $ | 29,685,946 |
The gain on disposition of business of $29,685,946 was included in income from discontinued operations, net of tax in the consolidated statements of operations.
Superlatus SPA
On March 5, 2024, the Company entered into the Superlatus SPA with the Buyer. Pursuant to the Superlatus SPA, the Company sold all of the issued and outstanding stock of Superlatus to the Buyer. The $1.00 purchase price for the stock was delivered to the Company at the closing, which occurred simultaneously with the execution of the Superlatus SPA. As a result of the transaction, Superlatus ceased to be a subsidiary of the Company, and the rights and assets of Superlatus together with various liabilities and obligations that were specific to Superlatus became rights and obligations of the Buyer.
The transaction was accounted for a business disposition in accordance with ASC 810-40-40-3A. As of March 5, 2024, the Company no longer consolidated the assets, liabilities, revenues and expenses of Superlatus. The components of the disposition are as follows:
SCHEDULE OF BUSINESS ACQUISITIONS ASSETS AND LIABILITIES
| Fair value of consideration received | $ | 1 | ||
| Total fair value of consideration received | $ | 1 | ||
| Carrying amount of assets and liabilities | ||||
| Cash | $ | 151,546 | ||
| Property, plant and equipment, net | 223,080 | |||
| Intangible assets, net | 8,962,688 | |||
| Operating lease right-of-use assets | 325,995 | |||
| Purchase price payable | (350,000 | ) | ||
| Accounts payable | (224,137 | ) | ||
| Accrued liabilities | (173,436 | ) | ||
| Notes payable, current portion | (6,480,000 | ) | ||
| Lease liability - current | (105,567 | ) | ||
| Lease liability - net of current portion | (221,428 | ) | ||
| Notes payable | (25,000 | ) | ||
| Total carrying amount of assets and liabilities | 2,083,743 | |||
| Loss on disposition of business | $ | (2,083,742 | ) |
The loss of disposition of business of $2,083,742 was included in income from discontinued operations, net of tax in the consolidated statements of operations.
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Discontinued Operations
In accordance with the provisions of ASC 205-20, the Company has excluded the results of discontinued operations from its results of continuing operations in the accompanying consolidated statements of operations for the three and nine months ended September 30, 2024 and 2023. The results of the discontinued operations for the three and nine months ended September 30, 2024 and 2023 consist of the following:
SCHEDULE OF DISCONTINUED OPERATIONS
| TRX | Bonum | Superlatus | SOSRx | CSP | APS | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended |
Three Months Ended |
Three Months Ended |
Three Months Ended |
Three Months Ended |
Three Months Ended |
Three Months Ended |
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| September 30, | September 30, | September 30, | September 30, | September 30, | September 30, | September 30, | ||||||||||||||||||||||||||||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||||||||||||||||||||||||||
| Revenues | $ | - | $ | 1,663,736 | $ | - | $ | 2,006 | $ | - | $ | - | $ | - | $ | - | $ | - | $ | 124,238 | $ | - | $ | - | $ | - | $ | 1,789,980 | ||||||||||||||||||||||||||||
| Cost of sales | - | - | - | - | - | 756 | - | - | - | 127,671 | - | - | - | 128,427 | ||||||||||||||||||||||||||||||||||||||||||
| Gross profit (loss) | - | 1,663,736 | - | 2,006 | - | (756 | ) | - | - | - | (3,433 | ) | - | - | - | 1,661,553 | ||||||||||||||||||||||||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Wage and salary expense | - | 716,082 | - | 24,942 | - | - | - | - | - | 108,772 | - | - | - | 849,796 | ||||||||||||||||||||||||||||||||||||||||||
| Professional fees | - | 122,797 | - | - | - | - | - | - | - | 18,078 | - | - | - | 140,875 | ||||||||||||||||||||||||||||||||||||||||||
| Technology expense | - | 367,818 | - | 20,197 | - | - | - | - | - | 2,932 | - | (45,107 | ) | - | 345,840 | |||||||||||||||||||||||||||||||||||||||||
| General and administrative | - | 106,036 | - | 1,265 | - | 439,512 | - | - | - | 5,298 | - | 133 | - | 552,244 | ||||||||||||||||||||||||||||||||||||||||||
| Total operating expenses | - | 1,312,733 | - | 46,404 | - | 439,512.00 | - | - | - | 135,080 | - | (44,974 | ) | - | 1,888,755 | |||||||||||||||||||||||||||||||||||||||||
| Operating income (loss) | - | 351,003 | - | (44,398 | ) | - | (440,268 | ) | - | - | - | (138,513 | ) | - | 44,974 | - | (227,202 | ) | ||||||||||||||||||||||||||||||||||||||
| Gain on dispositions | - | - | - | - | - | - | - | - | - | (1,426,567 | ) | - | (1,783,209 | ) | - | (3,209,776 | ) | |||||||||||||||||||||||||||||||||||||||
| Net income (loss) on discontinued operations | $ | - | $ | 351,003 | $ | - | $ | (44,398 | ) | $ | - | $ | (440,268 | ) | $ | - | $ | - | $ | - | $ | (1,565,080 | ) | $ | - | $ | (1,738,235 | ) | $ | - | $ | (3,436,978 | ) | |||||||||||||||||||||||
| TRX | Bonum | Superlatus | SOSRx | CSP | APS | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Nine Months Ended |
Nine Months Ended |
Nine Months Ended |
Nine Months Ended |
Nine Months Ended |
Nine Months Ended |
Nine Months Ended |
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| September 30, | September 30, | September 30, | September 30, | September 30, | September 30, | September 30, | ||||||||||||||||||||||||||||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||||||||||||||||||||||||||
| Revenues | $ | 970,808 | $ | 4,663,756 | $ | - | $ | 20,862 | $ | - | $ | - | $ | - | $ | - | $ | - | $ | 761,306 | $ | - | $ | - | $ | 970,808 | $ | 5,445,924 | ||||||||||||||||||||||||||||
| Cost of sales | - | - | - | - | - | 756 | - | - | - | 705,206 | - | - | - | 705,962 | ||||||||||||||||||||||||||||||||||||||||||
| Gross profit (loss) | 970,808 | 4,663,756 | - | 20,862 | - | (756 | ) | - | - | - | 56,100 | - | - | 970,808 | 4,739,962 | |||||||||||||||||||||||||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Wage and salary expense | 713,021 | 1,715,411 | 578 | 67,051 | - | - | - | - | - | 456,297 | - | - | 713,599 | 2,238,759 | ||||||||||||||||||||||||||||||||||||||||||
| Professional fees | 62,160 | 162,492 | - | - | - | - | - | - | - | 20,246 | - | 3,125 | 62,160 | 185,863 | ||||||||||||||||||||||||||||||||||||||||||
| Technology expense | 86,660 | 877,015 | 2,245 | 58,413 | - | - | - | - | - | 72,464 | - | 28,384 | 88,904 | 1,036,276 | ||||||||||||||||||||||||||||||||||||||||||
| General and administrative | 37,377 | 338,041 | 678 | 3,829 | - | 439,512 | - | 146 | - | 32,830 | - | 3,762 | 38,055 | 818,120 | ||||||||||||||||||||||||||||||||||||||||||
| Total operating expenses | 899,218 | 3,092,959 | 3,500 | 129,293 | - | 439,512 | - | 146 | - | 581,837 | - | 35,271 | 902,718 | 4,279,019 | ||||||||||||||||||||||||||||||||||||||||||
| Operating income (loss) | 71,590 | 1,570,797 | (3,500 | ) | (108,431 | ) | - | (440,268 | ) | - | (146 | ) | - | (525,737 | ) | - | (35,271 | ) | 68,090 | 460,943 | ||||||||||||||||||||||||||||||||||||
| Non-operating loss, net: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Gain (loss) on dispositions | 29,685,946 | - | - | - | (2,083,742 | ) | - | - | - | - | (1,426,567 | ) | - | (1,783,209 | ) | 27,602,204 | (3,209,776 | ) | ||||||||||||||||||||||||||||||||||||||
| Net income (loss) on discontinued operations | $ | 29,757,536 | $ | 1,570,797 | $ | (3,500 | ) | $ | (108,431 | ) | $ | (2,083,742 | ) | $ | (440,268 | ) | $ | - | $ | (146 | ) | $ | - | $ | (1,952,304 | ) | $ | - | $ | (1,818,480 | ) | $ | 27,670,294 | $ | (2,748,833 | ) | ||||||||||||||||||||
In the second quarter of 2024, the Company determined to dissolve Bonum Health, Inc. and Bonum Health, LLC, and have presented the results of operations in net income (loss) from discontinued operations.
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NOTE 4- RELATED PARTY TRANSACTIONS
On November 21, 2023, but effective September 14, 2023, the Company issued a promissory note (the “Wellgistics Note”) to Wellgistics Health, Inc. (f/k/a Danam Health Inc.) (“Wellgistics”) in the amount of $300,000. Wellgistics prepaid $250,000 prior to the execution date. The Wellgistics Note did not accrue interest. As of December 31, 2023, the balance of the Wellgistics Note was $50,000. The Wellgistics Note was fully paid off in February 2024.
On February 29, 2024, the Company’s wholly owned subsidiary, Softell, entered into the Subscription Agreement with Lafayette. Pursuant to the Subscription Agreement, Softell agreed, in two equal tranches, to invest a total of up to $5,000,000 in Lafayette in exchange for up to 2,000,000 shares of Lafayette’s newly created Series A Convertible Preferred Stock, with the second tranche becoming payable only upon Softell’s receipt of notice that Lafayette has successfully drilled its first oil and gas well and produced at least one hundred (100) barrels of oil.
As of September 30, 2024, other receivables includes a $3,302,115 receivable from Wellgistics and $1,203,682 receivable from APS and CSP. The advances are unsecured, non-interest bearing and due on demand.
See Note 7 for note receivable from Wood Sage.
In July 2024, the executives of Scienture issued a short-term loan to Scienture for an aggregate amount of $265,000. The loans are unsecured, non-interest bearing and due on demand. The loans were still outstanding as of the date of the Scienture Merger and September 30, 2024.
NOTE 5 – REVENUE RECOGNITION
The Company derives revenue from one primary source—product revenue.
Product revenue consists of shipments of:
| ● | Resale of pharmaceutical products to pharmacies; and | |
| ● | Revenues for our products are recognized and invoiced when the product is shipped to the customer. |
Revenues for one-time services are recognized at the point in time when services are rendered.
Payment terms for products and services are generally 0 to 60 days and the Company has no contract assets or liabilities.
The following table presents disaggregated revenue by major product categories during the three and nine months ended September 30, 2024 and 2023:
SCHEDULE OF DISAGGREGATED REVENUE
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Product revenues | ||||||||||||||||
| Pharmaceutical product resale | $ | 64,861 | $ | 392,286 | $ | 83,560 | $ | 1,235,168 | ||||||||
| Total product revenue | $ | 64,861 | $ | 392,286 | $ | 83,560 | $ | 1,235,168 | ||||||||
| Total revenue | $ | 64,861 | $ | 392,286 | $ | 83,560 | $ | 1,235,168 | ||||||||
NOTE 6 – INVENTORY
Inventory value is determined using the weighted average cost method and is stated at the lower of cost or net realizable value. As of September 30, 2024 and December 31, 2023, inventory was comprised of the following:
SCHEDULE OF INVENTORY
| September 30, | December 31, | |||||||
| 2024 | 2023 | |||||||
| Finished goods | $ | 7,884 | $ | 968 | ||||
| Inventory | $ | 7,884 | $ | 968 | ||||
As of September 30, 2024, prepaid expenses and other current assets includes $750,000 in deposits for future inventory.
NOTE 7 – NOTES RECEIVABLE – RELATED PARTY
On August 22, 2023, the Company received a Promissory Note (the “Wood Sage Note”) in the amount of $1,300,000 from Wood Sage. The Wood Sage Note bears no interest and is currently due and payable. As of both September 30, 2024 and December 31, 2023, the outstanding balance of the Wood Sage Note was $1,300,000.
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NOTE 8 – GOODWILL AND INTANGIBLE ASSETS
In connection with the Scienture Merger on July 25, 2024, the Company recorded goodwill of $7,848,747 and intangible assets of $76,400,000. The intangible assets acquired consist of developed technology and the related intellectual property and of the Company’s products. The Company is currently assessing whether the assets are indefinite-lived such as in-process research and development assets, or whether they will begin amortization upon commercialization.
NOTE 9 – CONTINGENT FUNDING LIABILITIES
On December 13, 2023, the Company entered into a non-recourse funding agreement with a third-party for the purchase and sale of future receivables (the “December Receivables Agreement”). Pursuant to the December Receivables Agreement, the third party agreed to fund the Company $150,000 to purchase $214,500 of future receivables. The Company also paid $7,500 as a one-time origination fee in connection with the December Receivables Agreement. This agreement was fully paid off in February 2024.
On November 22, 2023, the Company entered into a non-recourse funding agreement with a third-party for the purchase and sale of future receivables (the “November Receivables Agreement”). Pursuant to the November Receivables Agreement, the third party agreed to fund the Company $275,000 to purchase $393,250 of future receivables. The Company also paid $13,750 as a one-time origination fee in connection with the November Receivables Agreement. This agreement was fully paid off in February 2024.
On October 25, 2023, the Company entered into a non-recourse funding agreement with a third-party for the purchase and sale of future receivables (the “October Receivables Agreement”). Pursuant to the October Receivables Agreement, the third party agreed to fund the Company $1,200,000 to purchase $1,728,000 of future receivables. The Company also paid $60,000 as a one-time origination fee in connection with the October Receivables Agreement. This agreement was fully paid off in February 2024.
The Company’s relationship with the funding source meets the criteria in ASC 470-10-25 – Sales of Future Revenues or Various Other Measures of Income (“ASC 470”), which relates to cash received from a funding source in exchange for a specified percentage or amount of revenue or other measure of income of a particular product line, business segment, trademark, patent or contractual right for a defined period. Under this guidance, the Company recognized the fair value of its contingent obligation to the funding source, as of the acquisition date, as a current liability in its consolidated balance sheet.
Under ASC 470, amounts recorded as debt are to be amortized under the interest method. The Company made an accounting policy election to utilize the prospective method when there is a change in the estimated future cash flows, whereby a new effective interest rate is determined based on the revised estimate of remaining cash flows. The new rate is the discount rate that equates the present value of the revised estimate of remaining cash flows with the carrying amount of the debt, and it will be used to recognize interest expense for the remaining period. Under this method, the effective interest rate is not constant, and any change in expected cash flows is recognized prospectively as an adjustment to the effective yield. As of September 30, 2024, and December 31, 2023, the total contingent funding liability was $0 and $1,246,346 respectively, and the effective interest rate was approximately 0% and 31%, respectively. This rate represents the discount rate that equates the estimated future cash flows with the fair value of the debt and is used to compute the amount of interest to be recognized each period. Any future payments made to the funding source will decrease the contingent funding liability balance accordingly.
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NOTE 10 – CONVERTIBLE DEBT AND NOTES PAYABLE
Scienture Convertible Debt
In September 2023, Scienture entered into a Loan and Security Agreement (the “NVK Loan Agreement”) with NVK Finance, LLC, a Nebraska Limited Liability Company (“NVK”) for $2,000,000. The debt accrues interest at a per annum rate equal to the Prime Rate (as defined in the NVK Loan Agreement) plus 7 percent and the prime rates are adjusted quarterly. As of September 30, 2024, the interest rate was 15.50%. The debt is collateralized by all of Scienture’s receivables, cash and cash equivalents and its right, title and interest in, to and under its Intellectual Property (as defined in the NVK Loan Agreement) and all proceeds thereof. The principal is entirely repayable on the maturity date in September 2025 and interest shall be paid monthly following a Qualified Financing (as defined in the NVK Loan Agreement). The NVK debt is convertible into common stock of Scienture at a fully-diluted Scienture valuation of $60,000,000. The balance of the NVK debt upon the Scienture Merger and at September 30, 2024 was $2,000,000. Interest expense on the NVK debt was $154,454 for the period ended September 30, 2024.
August 2024 Note
In August 2024, the Company issued a convertible note of $360,000, for which the Company received $314,000 in net proceeds. On the six-month anniversary of the issuance, the Company will be required to make a payment of $360,000 to the noteholder and each month thereafter the Company will be required to make a payment of $7,200 to the noteholder towards repayment of the note (each, an “Amortization Payment”). The note bears interest at 12% per annum and shall be deemed earned in full and guaranteed as of the note issuance date. If the Company fails to pay any Amortization Payment, the noteholder will have the right to convert the outstanding principal and accrued interest at a conversion price equal to the Conversion Price (as defined below and subject to a floor price of $1.50). The Conversion Price is the lesser of i) $8.36 or (ii) 85% of the lowest volume-weighted average prices of the preceding five trading days. The note matures on August 20, 2025. During the three and nine months ended September 30, 2024, the Company incurred $43,200 in interest expense pertaining to the note.
In connection with the note, the Company issued 76,923 warrants to purchase common stock. The warrants have an exercise price of $9.36 per share, are immediately exercisable and have a term of 5 years. The fair value of the warrant was $71,332, which was recognized as a debt discount and will be amortized to interest expense over the life of the note.
Total debt discount recognized in connection with the note was $117,332, of which $13,180 was amortized through September 30, 2024. The note payable, net of unamortized discount of $104,152, was $255,848 as of September 30, 2024.
Superlatus Notes
Each of the promissory notes described below were obligations of Superlatus Foods, Inc., and all liabilities related to these notes ceased to be obligations of the Company upon the Company disposing of its entire interest in Supoerlatus in March 2024.
On November 17, 2023, the Company issued a promissory note to Moku Foods, Inc. (the “Moku Foods November 2023 Note”) in the amount of $50,000. The promissory note accrues interest at 11.5% per annum, compounded monthly and is payable upon demand at any time after November 30, 2023. As of December 31, 2023, the balance of the Moku Foods November 2023 Note was $50,000. The Company has accrued interest of $945 as of December 31, 2023. On March 5, 2024, the Company entered into the Superlatus SPA, whereby the Company sold its entire interest in Superlatus to Superlatus Foods, Inc. thereby transferring all assets and liabilities.
On October 16, 2023, the Company issued a promissory note to Moku Foods, Inc. (the “Moku Foods October 2023 Note”) in the amount of $150,000. The promissory note accrues interest at 11.5% per annum, compounded monthly and is payable upon demand at any time after October 31, 2023. As of December 31, 2023, the balance of the Moku Foods October 2023 Note was $150,000. The Company has accrued interest of $4,300 as of December 31, 2023. On March 5, 2024, the Company entered into the Superlatus SPA, whereby the Company sold its entire interest in Superlatus to Superlatus Foods, Inc. thereby transferring all assets and liabilities.
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On September 27, 2023, the Company issued a promissory note to Perfect Day, Inc. (the “Perfect Day Note”) in the amount of $4,400,000 as consideration for the TUC APA (see Note 3). The promissory notes do not accrue interest and are payable upon demand at any time after October 31, 2023. The entire aggregate, unpaid principal sum of the note is immediately due and payable upon the occurrence of a change in control, as defined in the agreement. On March 5, 2024, the Company entered into the Superlatus SPA, whereby the Company sold its entire interest in Superlatus to Superlatus Foods, Inc. thereby transferring all assets and liabilities.
On September 14, 2023, the Company issued a promissory note to Wellgisitcs (the “Wellgistics Note”) in the amount of $300,000. The Company received a deposit of $200,000 on September 14, 2023, and an additional deposit of $100,000 on October 13, 2023. The Wellgisitcs Note accrues interest at 0% per annum and is due and payable no later than 30 days after a change in control of borrower, as defined in the note agreement. As of December 31, 2023, the balance of the Wellgistics Note was $50,000. The Wellgistics Note was fully paid off in February 2024.
On June 16, 2023, the Company issued a secured debenture to Eat Well Investment Group, Inc. (the “Eat Well June 2023 Note”) in the amount of $1,150,000 for the purchase of Sapientia, a wholly-owned subsidiary of Superlatus. The Eat Well June 2023 Note is secured by 100% of the membership interests in Sapientia. The Eat Well June 2023 Note began accruing interest at 12% per annum, compounded monthly, as of October 31, 2023. The Eat Well June 2023 Note matured on December 31, 2023. As of December 31, 2023, the balance of the Eat Well June 2023 Note was $1,150,000. The Company has accrued interest of $23,063 as of December 31, 2023. On March 5, 2024, the Company entered into the Superlatus SPA, whereby the Company sold its entire interest in Superlatus to Superlatus Foods, Inc. thereby transferring all assets and liabilities.
On February 8, 2023, Sapientia, a wholly-owned subsidiary of Superlatus, entered into a Loan Agreement with Eat Well Investment Group, Inc. (the “Eat Well February 2023 Note”) in the amount of $25,000. The Eat Well February 2023 Note is unsecured, accrues interest at a rate of 1.87% per annum, and matures February 7, 2025. As of December 31, 2023, the balance of the Eat Well February 2023 Note was $25,000. The Company has accrued interest of $418 as of December 31, 2023. On March 5, 2024, the Company entered into the Superlatus SPA, whereby the Company sold its entire interest in Superlatus to Superlatus Foods, Inc. thereby transferring all assets and liabilities.
On September 14, 2022, Sapientia entered into a Loan Agreement with Eat Well Investment Group, Inc. (the “Eat Well September 2022 Note”) in the amount of $50,000. The Eat Well September 2022 Note is unsecured, accrues interest at a rate of 1.87% per annum, and matures September 13, 2024. As of December 31, 2023, the balance of the Eat Well September 2022 Note was $50,000. The Company has accrued interest of $1,212 as of December 31, 2023. On March 5, 2024, the Company entered into the Superlatus SPA, whereby the Company sold its entire interest in Superlatus to Superlatus Foods, Inc. thereby transferring all assets and liabilities.
On July 26, 2022, Sapientia entered into a Loan Agreement with Eat Well Investment Group, Inc. (the “Eat Well July 26, 2022 Note”) in the amount of $35,000. The Eat Well July 26, 2022 Note is unsecured, accrues interest at a rate of 1.87% per annum, and matures July 25, 2024. As of December 31, 2023, the balance of the Eat Well July 26, 2022 Note was $35,000. The Company has accrued interest of $938 as of December 31, 2023. On March 5, 2024, the Company entered into the Superlatus SPA, whereby the Company sold its entire interest in Superlatus to Superlatus Foods, Inc. thereby transferring all assets and liabilities.
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On July 12, 2022, Sapientia entered into a Loan Agreement with Eat Well Investment Group, Inc. (the “Eat Well July 12, 2022 Note”) in the amount of $25,000. The Eat Well July 12, 2022 Note is unsecured, accrues interest at a rate of 1.87% per annum, and matures July 11, 2024. As of December 31, 2023, the balance of the Eat Well July 12, 2022 Note was $25,000. The Company has accrued interest of $688 as of December 31, 2023. On March 5, 2024, the Company entered the Superlatus SPA, whereby the Company sold its entire interest in Superlatus to Superlatus Foods, Inc. thereby transferring all assets and liabilities.
On March 15, 2022, Sapientia entered into a Loan Agreement with Eat Well Investment Group, Inc. (the “Eat Well March 2022 Note”) in the amount of $100,000. The Eat Well March 2022 Note is unsecured, accrues interest at a rate of 1.87% per annum, and matures March 14, 2024. As of December 31, 2023, the balance of the Eat Well March 2022 Note was $100,000. The Company has accrued interest of $3,361 as of December 31, 2023. On March 5, 2024, the Company entered into the Superlatus SPA, whereby the Company sold its entire interest in Superlatus to Superlatus Foods, Inc. thereby transferring all assets and liabilities.
On February 1, 2022, Sapientia entered into a Loan Agreement with Eat Well Investment Group, Inc. (the “Eat Well February 2022 Note”) in the amount of $100,000. The Eat Well February 2022 Note is unsecured, accrues interest at a rate of 1.87% per annum, and matures February 1, 2024. As of December 31, 2023, the balance of the Eat Well February 2022 Note was $100,000. The Company has accrued interest of $3,576 as of December 31, 2023. On March 5, 2024, the Company entered into the Superlatus SPA, whereby the Company sold its entire interest in Superlatus to Superlatus Foods, Inc. thereby transferring all assets and liabilities.
On January 20, 2022, Sapientia entered into a Loan Agreement with Eat Well Investment Group, Inc. (the “Eat Well January 2022 Note”) in the amount of $20,000. The Eat Well January 2022 Note is unsecured, accrues interest at a rate of 1.87% per annum, and matures January 20, 2024. As of December 31, 2023, the balance of the Eat Well January 2022 Note was $20,000. The Company has accrued interest of $728 as of December 31, 2023. On March 5, 2024, the Company entered into the Superlatus SPA, whereby the Company sold its entire interest in Superlatus to Superlatus Foods, Inc. thereby transferring all assets and liabilities.
On December 24, 2021, Sapientia entered into a Loan Agreement with Eat Well Investment Group, Inc. (the “Eat Well December 2021 Note”) in the amount of $100,000. The Eat Well December 2021 Note is unsecured, accrues interest at a rate of 1.87% per annum, and matured December 24, 2023. As of December 31, 2023, the balance of the Eat Well December 2021 Note was $100,000. The Company has accrued interest of $3,776 as of December 31, 2023. On March 5, 2024, the Company entered into the Superlatus SPA, whereby the Company sold its entire interest in Superlatus to Superlatus Foods, Inc. thereby transferring all assets and liabilities.
On November 10, 2021, Sapientia entered into a Loan Agreement with Eat Well Investment Group, Inc. (the “Eat Well November 2021 Note”) in the amount of $50,000. The Eat Well November 2021 Note is unsecured, accrues interest at a rate of 1.87% per annum, and matured November 10, 2023. As of December 31, 2023, the balance of the Eat Well November 2021 Note was $50,000. The Company has accrued interest of $2,001 as of December 31, 2023. On March 5, 2024, the Company entered into the Superlatus SPA, whereby the Company sold its entire interest in Superlatus to Superlatus Foods, Inc. thereby transferring all assets and liabilities.
On August 18, 2021, Sapientia entered into a Loan Agreement with Eat Well Investment Group, Inc. (the “Eat Well August 2021 Note”) in the amount of $250,000. The Eat Well August 2021 Note is unsecured, accrues interest at a rate of 1.87% per annum, and matured August 18, 2023. As of December 31, the balance of the Eat Well August 2021 Note was $250,000. The Company has accrued interest of $11,079 as of December 31, 2023. On March 5, 2024, the Company entered into the Superlatus SPA, whereby the Company sold its entire interest in Superlatus to Superlatus Foods, Inc. thereby transferring all assets and liabilities.
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NOTE 11 – STOCKHOLDERS’ EQUITY
Designation of Series X Preferred Stock
On July 25, 2024, the Company revoked the authorization to issue shares of the Company’s Series A Preferred Stock, par value $0.00001 per share (the “Series A Preferred Stock”). Concurrently with revoking the Company’s authority to issue Series A Preferred Stock, the Company authorized the issuance of up to 9,211,246 shares of the Series X Preferred Stock, a new class of preferred stock.
Holders of the Series X Preferred Stock are entitled to receive dividends on shares of the Series X Preferred Stock on an as-if-converted-to-Common-Stock basis, without regard to any beneficial ownership limitation described in a letter of transmittal, equal to and in the same form and manner as dividends are paid to holders of the shares of Common Stock. Subject to any requirements of the General Corporation Law of the State of Delaware, the Series X Preferred Stock has no voting rights. The Series X Preferred Stock ranks on parity with shares of Common Stock as to distributions of assets upon liquidation, dissolution, or winding up of the Company.
As consideration for the Scienture Merger, at the Effective Time o, the shares of Scienture common stock issued and outstanding immediately prior to the Effective Time were converted into the right to receive, in the aggregate, (i) 291,536 shares of the Company’s common stock and (ii) 6,826,753 shares of the Company’s Series X Preferred Stock, each share of which is convertible into one share of common stock.
On September 20, 2024, all previously issued shares of Series X Preferred Stock were converted into a total of 6,826,753 shares of common stock.
Designation of Series C Preferred Stock
Effective October 4, 2023, the Company filed a Certificate of Designation, Preferences, Rights and Limitations of the Series C Preferred Stock with the Secretary of the State of Delaware which designated 1,000 shares of the Company’s authorized and unissued preferred stock as convertible Series C Preferred Stock at a par value of $0.00001 per share.
Hudson Global Ventures Stock Purchase Agreement
On October 4, 2023, the Company entered into a Securities Purchase Agreement the “Hudson SPA”) with Hudson Global Ventures, LLC (“Hudson”). Under the terms of the Hudson SPA, the Company agreed to sell, and Hudson agreed to purchase, Two Hundred Ninety (290) shares of Series C Preferred Stock (the “Purchased Shares”) at a price of $1,000 per share and a Warrant to purchase up to 41,193 shares of Common Stock. Additionally, pursuant to the Agreement, 40,000 shares of Common Stock were issued to Hudson upon closing for a commitment fee. The Company received $250,000 in exchange for the Purchased Shares, Common Stock, and Warrants, net of issuance costs.
On July 12, 2024, the Company converted 290 shares of Series C Preferred Stock into 52,158 shares of common stock at the election of the holder.
Designation of Series B Preferred Stock
Effective June 26, 2023, the Company filed a Certificate of Designation, Preferences, Rights and Limitations of the Series B Preferred Stock with the Secretary of the State of Delaware which designated 787,754 shares of the Company’s authorized and unissued preferred stock as convertible Series B Preferred Stock at a par value of $0.00001 per share.
2023 1:15 Stock Split
Effective June 21, 2023, the Company executed a 1:15 reverse stock split for stockholders of record on that date. This was executed to comply with the Nasdaq Listing Rule 5550(a)(2) to have the price of the stock above $1.
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Common Stock
During the nine months ended September 30, 2024, the Company issued 470,482 shares of common stock for services. The fair value of shares issued for services was $4,450,919 and was included in general and administrative expenses in the consolidated statements of operations.
During the nine months ended September 30, 2024, a warrants holder exercised a warrant and acquired 28,487 shares of common stock for $16,567 in proceeds (see Note 13).
During the nine months ended September 30, 2024, an options holder exercised an option and acquired 2,371 shares of common stock for $9,840 in proceeds (see Note 14).
On July 12, 2024, the Company converted 290 shares of Series C Preferred Stock into 52,158 shares of common stock at the election of the holder.
On July 25, 2024, the Company issued 291,536 shares of common stock and 6,826,753 shares of Series X Preferred Stock pursuant to the Scienture Merger Agreement. The aggregate fair value of the purchase price consideration was $78,646,184.
In August 2024, the Company issued 28,571 shares of common stock pursuant to the exercise of warrants.
On September 20, 2024, all previously issued shares of Series X Preferred Stock were converted into a total of 6,826,753 shares of common stock.
Special Cash Dividend
On March 6, 2024, the Company announced the declaration of a special cash dividend of eight dollars ($8.00) per share of common stock, payable to stockholders of record as of March 18, 2024, with the dividend being paid on March 22, 2024. The special dividend of $12,671,072 (in the aggregate) was paid using a portion of the proceeds from the closing of the sale of certain assets to MMS.
On July 9, 2024, the Company announced the declaration of a special cash dividend of one dollar and fifty cents ($1.50) per share of common stock, payable to stockholders of record as of July 19, 2024, with the dividend being paid on July 22, 2024. The special dividend of $2,187,759 was paid using a portion of the proceeds received in May 2024 in connection with the sale of certain assets to MMS.
Equity Compensation Awards
Each independent member of the Company’s board of directors (the “Board”) is to receive an annual grant of restricted common stock of the Company equal to $55,000 in value on April 1st of each year (or such date thereafter as the awards are approved by the Board), and valued on such same date, based on the closing sales price on such date (or the first business day thereafter), which restricted stock awards will vest at the rate of 1/4th of such awards over the following four calendar quarters, subject to such directors continued service to the Company.
Effective on August 13, 2023, the Board approved the issuance of 24,444 shares of common stock of the Company to each of Mr. Fell and Mr. Peterson (who each at the time of issuance were members of the Board) for services rendered to the Company during fiscal 2023, which shares were valued at $110,000. The Board also approved the issuance of 14,056 shares of common stock of the Company to Jeff Newell (who, at the time of issuance was a member of the Board) for services rendered during fiscal 2023, which were valued at $63,250 based on the most recent close price of the Company’s common stock on the date approved by the Board. The shares vest at the rate of 1/4th of such shares immediately on the grant date, and 1/4th of such shares on each of October 1, 2023, January 1, 2024 and April 1, 2024, subject to each applicable independent director’s continued service to the Company on such dates. Additionally, the Board approved 10,000 shares with immediate vesting to each Board member to recognize the significant additional work for various financing, sales, acquisitions, operations restructuring.
All of the awards discussed above were issued under the Company’s Second Amended and Restated 2019 Equity Incentive Plan (the “Plan”) and all restricted stock awards discussed above were evidenced by Restricted Stock Grant Agreements.
The Company’s board of directors and stockholders approved an amendment to the Plan increasing the available shares under the Plan to 5,000,000 shares of the Common Stock as such common stock existed on July 24, 2024 (see Note 19).
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NOTE 12 – PREFUNDED AND PRIVATE PLACEMENT WARRANTS
On October 4, 2022 the Company entered into a securities purchase agreement (the “2022 SPA”) with an institutional investor (the “Purchaser”) which provided for the sale and issuance by the Company of (i) the Company’s common stock, (ii) pre-funded warrants (the “Pre-Funded Warrants”) and (iii) warrants (the “Private Placement Warrants” and, together with the shares of common stock and the Pre-Funded Warrants, the “Securities”).
On January 4, 2023, the investor exercised the Pre-Funded Warrants for a purchase price of $6.02. The investor was issued the shares on this date. Each Private Placement Warrant has an exercise price of $22.50 per share and is exercisable following the stockholder approval obtained in December 2022, and will expire on the fifth anniversary of the date on which the Private Placement Warrants became exercisable. The Private Placement Warrants contain standard adjustments to the exercise price including for stock splits, stock dividend, rights offerings and pro rata distributions, and include full ratchet anti-dilutive rights in the event the Company issues shares of Common Stock or Common Stock equivalents within fifteen months of the initial exercise date, with a value less than the then exercise price of such Private Placement Warrants, subject to certain customary exceptions, and further subject to a minimum exercise price of $3.48 per share. The Private Placement Warrants also include certain rights upon ‘fundamental transactions’ as described in the Private Placement Warrants, including allowing the holders thereof to require that the Company re-purchase such Private Placement Warrants at the Black Scholes Value of such securities.
NOTE 13 – WARRANTS
During the nine months ended September 30, 2024, 28,487 warrants to purchase shares of common stock were exercised for a total purchase price of $16,567 (see Note 12).
In connection with a note (see Note 10), in August 2024 the Company issued 76,923 warrants to purchase common stock. The warrants have an exercise price of $9.36 per share, are immediately exercisable and have a term of 5 years. In August 2024, the holder exercised 28,571 warrants for shares of commons stock on a cashless basis.
The Company uses the Black-Scholes pricing model to estimate the fair value of stock-based awards on the date of the grant. Compensation cost related to the warrants for the nine months ended September 30, 2024, and 2023 was $71,332 and $0, respectively.
As of September 30, 2024, the Company remeasured the fair value of warrants outstanding at $1,129,796. In connection with remeasurement of warrants, a $502,178 gain and $392,843 loss was recognized during the three and nine months ended September 30, 2024, respectively, as the change in fair value of warrant liability. The Company recognized a $925,320 gain and $443,308 loss during the three and nine months ended September 30, 2023, respectively, as the change in fair value of warrant liability.
The Company’s outstanding and exercisable warrants, as of September 30, 2024, are presented below:
SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS
| Number Outstanding | Weighted Average Exercise Price | Contractual Life In Years |
Intrinsic Value | |||||||||||||
| Warrants outstanding as of December 31, 2023 | 218,729 | 19.62 | 3.95 | - | ||||||||||||
| Warrants granted | 76,923 | 9.36 | - | - | ||||||||||||
| Warrants forfeited, expired, cancelled | - | - | - | - | ||||||||||||
| Warrants exercised | (57,058 | ) | 8.25 | - | - | |||||||||||
| Warrants outstanding as of September 30, 2024 | 238,594 | 19.02 | 3.45 | 96,311 | ||||||||||||
| Warrants exercisable as of September 30, 2024 | 238,594 | 19.02 | 3.45 | 96,311 | ||||||||||||
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The Company maintains stock option plans under which certain employees are awarded option grants based on a combination of performance and tenure. The stock option plans provide for the grant of up to 155,556 shares, and the Plan provides for automatic increases in the number of shares available under such plan (currently 133,333 shares) on April 1st of each calendar year, beginning in 2021 and ending in 2029 (each a “Date of Determination”), in each case subject to the approval and determination of the administrator of the plan (the Board of Directors or Compensation Committee) on or prior to the applicable Date of Determination, equal to the lesser of (A) ten percent (10%) of the total shares of common stock of the Company outstanding on the last day of the immediately preceding fiscal year and (B) such smaller number of shares as determined by the administrator. The administrator as a result of the annual meeting shareholder vote increased the number of shares available to grant to employees under the Plan by 2,000,000. The administrator did not approve an increase in the number of shares covered under the Plan as of April 1, 2022.
The Company’s board of directors and stockholders approved an amendment to the Plan increasing the available shares under the Plan to 5,000,000 shares of the Common Stock as such common stock existed on July 24, 2024.
For the nine months ended September 30, 2024, no options to purchase shares were granted. For the nine months ended September 30, 2024, 2,371 options to purchase shares of common stock were exercised for $9,840 in cash (see Note 12).
Total compensation cost related to stock options granted was $437 and $3,761 for the three months ended September 30, 2024, and 2023, respectively. Total compensation cost related to stock options granted was $25,147 and $25,978 for the nine months ended September 30, 2024 and 2023, respectively.
SCHEDULE OF STOCK OPTION ACTIVITY
| Number Outstanding | Weighted-Average Exercise Price | Weighted-Average Contractual Life in Years | Intrinsic Value | |||||||||||||
| Options outstanding as of December 31, 2023 | 26,229 | $ | 43.04 | 3.70 | $ | - | ||||||||||
| Options exercisable as of December 31, 2023 | 16,141 | 60.75 | 3.64 | - | ||||||||||||
| Options granted | - | - | - | - | ||||||||||||
| Options adjusted | 72 | - | - | - | ||||||||||||
| Options expired | - | - | - | - | ||||||||||||
| Options exercised | (2,371 | ) | 53.29 | 3.07 | - | |||||||||||
| Options outstanding as of September 30, 2024 | 23,930 | 40.78 | 2.93 | 13,625 | ||||||||||||
| Options exercisable as of September 30, 2024 | 23,930 | 42.16 | 2.05 | 13,625 | ||||||||||||
NOTE 15 – CONTINGENCIES
Studebaker Defense Group, LLC
In July 2020, the Company’s wholly-owned subsidiary, IPS, entered into an agreement with Studebaker Defense Group, LLC (“Studebaker”) wherein IPS would pay Studebaker a down payment of $550,000 and Studebaker would deliver 180,000 boxes of nitrile gloves by August 14, 2020. IPS wired the $550,000 to Studebaker, but to date, Studebaker has not delivered the gloves or provided a refund of the deposit. In December 2020, the Company filed a complaint against Studebaker in Florida state court, Case No. 20-CA-010118 in the Circuit Court for the Thirteenth Judicial Circuit in Hillsborough County, for among other things, breach of contract. Studebaker did not answer the complaint, nor did counsel for Studebaker file an appearance. Accordingly, in February 2021, the Company filed for a default judgment; however, on March 22, 2021, counsel for Studebaker filed an appearance and shortly thereafter filed a motion to vacate the default judgment and dismiss the complaint on jurisdictional grounds. The court granted Studebaker’s motion to set aside the default judgment but denied the motion to dismiss. At June 30, 2021, the $500,000 was recorded as Loss on Inventory Investment. The Company won this case but has not collected any settlement yet, another lawsuit was filed to collect.
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On April 13, 2023, a settlement was reached in the Studebaker and IPS legal case. The court found in favor of IPS and ordered Studebaker to pay $550,000 to IPS. The payments were to commence on May 1, 2023 and continue monthly in 17 instalments until the full amount is paid in full but as of the filing date, no payment has been received by IPS.
GSG PPE, LLC
On November 19, 2021, IPS filed a complaint against GSG PPE, LLC (“GSG”) and Gary Waxman (“Waxman”), the owner, alleging three counts of breach of contract for a purchase agreement, a promissory note, and a personal guaranty. Collectively, the company alleges that GSG and Waxman have materially breached all three contracts. In late 2020, GSG and IPS executed a valid initial contract setting the terms of a business transaction. GSG failed to pay IPS approximately 75% of the amount owed to IPS. GSG acknowledged it owed the money and executed a promissory note in favor of IPS in the amount of $630,000 which matured on September 30, 2021. The note provides for attorney fees and interest in addition to the $630,000. Waxman’s personal guaranty confirmed that GSG owed IPS $630,000. On September 30, 2021, the $630,000 was recorded as Bad Debt Expense. A settlement was entered into between the parties in June 2022, whereby GSG and Waxman agreed to pay $743,000 which included attorney fees and interest, which is required to be paid to the Company in monthly instalments over 17 months. The Company received additional monthly instalment payments as part of the agreement through January 2023. As of September 30, 2024, and through the date of this filing, the Company has not received the monthly installment payments due to the Company from GSG since January of 2023.
Exclusive License and Commercial Agreements
Scienture entered into an exclusive license and commercial agreement with Kesin Pharma Corporation (“Kesin”) whereby Scienture granted the exclusive license rights to commercialize SCN-102 in 2022 and SCN-104 in 2023 to Kesin (SCN-102 and SCN-104 are together referred to as “the Products”) for use in the United States of America.
In March 2024, the parties terminated the agreement, and the parties agreed that Scienture shall pay Kesin a total gross amount of $1,285,000 upon commercialization of product via a royalty arrangement.
This agreement also requires that if the full $1,285,900 has not been repaid within two years of the early of i) commercial launch or ii) 120 from FDA approval, then interest will accrue prospectively at a rate of 8% annually on unpaid balance. Accordingly, Scienture recorded a $1,285,000 termination fee liability. As of September 30, 2024, the entire amount is outstanding.
In August 2024, Kesin demanded immediate payment of the full amount under the Kesin Termination Agreement, alleging the full amount is payable in connection with the consummation Scienture’s business combination with the Company. Scienture has disputed that the amount is now payable, and the parties are in discussions to resolve the issue. There can be no assurance that an amicable resolution will be obtained. If Kesin brings a legal action, Scienture will vigorously defend it.
NOTE 16 – LEASES
The Company entered into a warehouse lease in October 2023. The Company determined that the new lease required measurement and recognition of the lease liability and right-of-use assets of $351,581. The lease is classified as an operating lease. No incentives were included in the lease.
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On July 25, 2024, the Company entered into and closed the Scienture Merger Agreement. Pursuant to the Scienture Merger Agreement, the Company acquired right of use asset value of $61,578 and right of use liability of $61,886 on the acquisition date together with all the assets and liabilities of Scienture.
The table below reconciles the fixed component of the undiscounted cash flows for and the total remaining years to the lease liabilities recorded in the consolidated balance sheet as of September 30, 2024.
SCHEDULE OF FUTURE MINIMUM PAYMENTS FOR OPERATING LEASE LIABILITIES
| Future lease obligations | ||||
| 2024 remaining | $ | 20,633 | ||
| 2025 | 83,538 | |||
| 2026 | 73,084 | |||
| 2027 | 56,919 | |||
| 2028 | 48,612 | |||
| Total minimum lease payments | 282,786 | |||
| Less: effect of discounting | (48,538 | ) | ||
| Present value of future minimum lease payments | 234,248 | |||
| Less: current obligation under lease | 60,882 | |||
| Long-term lease obligations | $ | 173,366 | ||
For the three months ended September 30, 2024, and 2023, total operating lease expense was $28,034 and $75,496, respectively, which is included in general and administrative expenses in the condensed consolidated statements of operations, as well as $62,656 from discontinued operations, respectively.
For the nine months ended September 30, 2024, and 2023, total operating lease expense was $53,715 and $226,488, respectively, which is included in general and administrative expenses in the condensed consolidated statements of operations, as well as $187,968 from discontinued operations, respectively.
For the three months ended September 30, 2024, and 2023, total short-term lease expense was $0 and $6,010, respectively, which is included in general and administrative expenses in the condensed consolidated statements of operations, respectively.
For the nine months ended September 30, 2024, and 2023, total short-term lease expense was $10,228 and $20,049, respectively, which is included in general and administrative expenses in the condensed consolidated statements of operations, respectively.
NOTE 17 – SEGMENT REPORTING
Operating segments are defined as the components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision makers in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision makers direct the allocation of resources to operating segments based on the profitability, cash flows, and growth opportunities of each respective segment.
The Company classifies its business interests into reportable segments which are:
| ● | IPS - Licensed wholesaler of brand, generic and non-drug products – B2B sales | |
| ● | Scienture – pharmaceutical research company which is engaged in the research and development of branded pharmaceutical products | |
| ● | Unallocated - Other – corporate overhead expense and discontinued operations. |
SCHEDULE OF BUSINESS INTERESTS INTO REPORTABLE SEGMENTS
| Three Months Ended September 30, 2024 | Integra | Scienture | Unallocated | Total | ||||||||||||
| Revenue | $ | 64,861 | $ | - | $ | - | $ | 64,861 | ||||||||
| Gross Profit | 3,883 | - | - | 3,883 | ||||||||||||
| Segment Assets | 4,315,259 | 84,758,070 | 5,186,364 | 94,259,693 | ||||||||||||
| Segment Profit/Loss | (606,138 | ) | (1,643,455 | ) | (934,008 | ) | (3,183,601 | ) | ||||||||
| Cost of Sales | $ | 60,978 | $ | - | $ | - | $ | 60,978 | ||||||||
| Three Months Ended September 30, 2023 | Integra | Scienture | Unallocated | Total | ||||||||||||
| Revenue | $ | 392,286 | $ | - | $ | - | $ | 392,286 | ||||||||
| Gross Profit | 39,592 | - | - | 39,592 | ||||||||||||
| Segment Assets | 349,334 | - | 21,304,509 | 21,653,843 | ||||||||||||
| Segment Profit/Loss | (180,814 | ) | - | (3,344,300 | ) | (3,525,114 | ) | |||||||||
| Cost of Sales | $ | 352,694 | $ | - | $ | - | $ | 352,694 | ||||||||
| Nine Months Ended September 30, 2024 | Integra | Scienture | Unallocated | Total | ||||||||||||
| Revenue | $ | 83,560 | $ | - | $ | - | $ | 83,560 | ||||||||
| Gross Profit | 3,180 | - | - | 3,180 | ||||||||||||
| Segment Assets | 4,315,259 | 84,758,070 | 5,186,364 | 94,259,693 | ||||||||||||
| Segment Profit/Loss | (1,191,224 | ) | (1,643,455 | ) | 19,063,209 | 16,228,530 | ||||||||||
| Cost of Sales | $ | 80,380 | $ | - | $ | - | $ | 80,380 | ||||||||
| Nine Months Ended September 30, 2023 | Integra | Scienture | Unallocated | Total | ||||||||||||
| Revenue | $ | 1,235,168 | $ | - | $ | - | $ | 1,235,168 | ||||||||
| Gross Profit | 162,990 | - | - | 162,990 | ||||||||||||
| Segment Assets | 349,334 | - | 21,304,509 | 21,653,843 | ||||||||||||
| Segment Profit/Loss | (388,900 | ) | - | (5,789,045 | ) | (6,177,945 | ) | |||||||||
| Cost of Sales | $ | 1,072,178 | $ | - | $ | - | $ | 1,072,178 | ||||||||
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
General Information
This information should be read in conjunction with the interim unaudited financial statements and the notes thereto included in this Quarterly Report on Form 10-Q, and the audited financial statements and notes thereto and “Part II. Other Information – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations”, contained in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on April 22, 2024 (the “Annual Report”).
Certain capitalized terms used below and otherwise defined below, have the meanings given to such terms in the footnotes to our unaudited consolidated financial statements included above under “Part I – Financial Information” – “Item 1. Financial Statements”.
Please see the section entitled “Glossary” in our Annual Report for a list of abbreviations and definitions used throughout this Report.
Unless the context requires otherwise, references to the “Company,” “we,” “us,” and “our” refer specifically to Scienture Holdings, Inc., formerly TRxADE HEALTH, INC., and its consolidated subsidiaries. References to “Q1”, “Q2”, “Q3”, and “Q4” refer to the first, second, third, and fourth quarter, respectively, of the applicable year. Unless otherwise stated or the context otherwise requires, comparisons from one period to another are to the same period of the prior fiscal year.
In addition, unless the context otherwise requires and for the purposes of this report only:
| ● | “Exchange Act” refers to the Securities Exchange Act of 1934, as amended; and | |
| ● | “Securities Act” refers to the Securities Act of 1933, as amended. |
Summary of The Information Contained in Management’s Discussion and Analysis of Financial Condition and Results of Operations
Our Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is provided in addition to the accompanying consolidated financial statements and notes to assist readers in understanding our results of operations, financial condition, and cash flows. MD&A is organized as follows:
| ● | Company Overview. Discussion of our business and overall analysis of financial and other highlights affecting us, to provide context for the remainder of MD&A. | |
| ● | Recent Events. Summary of material transactions occurring during the three and nine months ended September 30, 2024. | |
| ● | Liquidity and Capital Resources. An analysis of changes in our consolidated balance sheets and cash flows and discussion of our financial condition. | |
| ● | Results of Operations. An analysis of our financial results comparing the three and nine months ended September 30, 2024, and 2023. | |
| ● | Critical Accounting Policies. Accounting estimates that we believe are important to understanding the assumptions and judgments incorporated in our reported financial results and forecasts. |
Company Overview
On September 20, 2024, the Company filed with the Secretary of State of the State of Delaware an amendment to its Second Amended and Restated Certificate of Incorporation to change the legal name of the Company from “TRxADE HEALTH, Inc.” to “Scienture Holdings, Inc.”
The Company owned, as of September 30, 2024, 100% of Softell Inc. (f/k/a Trxade Inc.), Integra Pharma Solutions, LLC and Scienture, LLC (f/k/a Scienture, Inc.).
On October 4, 2024, the Company and Softell entered into IPS Assignment Agreement, pursuant to which the Company transferred, and Softell accepted, 100% of the membership interests of IPS. As a result, IPS is now a wholly-owned subsidiary of Softell. During the year ended December 31, 2023 and a portion of the quarter ended March 31, 2024, Softell, operated a web-based market platform that enabled commerce among healthcare buyers and sellers of pharmaceuticals, accessories and services. Softell’s current primary operations are conducted through IPS. IPS 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.
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Bonum Health, LLC was formed to hold certain telehealth assets acquired in October 2019. The “Bonum Health Hub” was launched in February 2020; however, the Company does not anticipate installations moving forward. The Company anticipates dissolving Bonum Health, Inc. and Bonum Health, LLC.
Scienture is a New York based branded, specialty pharmaceutical research company which is engaged in the research and development of branded pharmaceutical products. The intellectual property application process was initiated in November 2019 and the product development activities commenced in January 2020. Scienture also plans to foray into commercialization of innovative and branded pharmaceutical products in the US market. Scienture’s assets in development are across therapeutics areas and indications and cater to different market segments. Scienture’s mission is to identify, develop and bring to market innovative technology-based products to address unmet medical needs. Its targeted portfolio consists of short term and long-term opportunities with efficient development, regulatory, and go to market strategies.
Acquisitions
Superlatus Merger
On July 14, 2023, the Company entered into the Superlatus Merger Agreement with Superlatus and Merger Sub. On July 31, 2023, the Company completed its acquisition of Superlatus in accordance with the terms and conditions of the Superlatus Merger Agreement, pursuant to which the Company acquired Superlatus by way of a merger of the Merger Sub with and into Superlatus, with Superlatus being a wholly owned subsidiary of the Company and the surviving entity in the Superlatus Merger.
Under the terms of the Superlatus Merger Agreement, at the closing of the Superlatus Merger, shareholders of Superlatus received an aggregate of 136,441 shares of the Company’s common stock and 306,855 shares of the Company’s Series B Preferred Stock. Each share of Series B Preferred Stock is convertible into 100 shares of the Company’s common stock. At Closing, the value of the Company’s common stock was $7.30 per share, resulting in a total value of $225,000,169.
Not all of the closing conditions of the Superlatus Merger Agreement were met. As a result, the Company entered into Amendment No. 1 to the Superlatus Amendment on January 8, 2024. Under the terms of the Superlatus Amendment, the merger consideration to the shareholders of Superlatus was adjusted to an aggregate of 136,441 shares of the Company’s common stock and 15,759 shares of the Company’s Series B Preferred Stock, resulting in a total value of $12,500,089. Additionally, the shareholders of Superlatus agreed to surrender back to the Company 291,096 shares of the Company’s Series B Preferred Stock. As described below, in March 2024, the Company divested of its interest in Superlatus.
Scienture Merger
On July 25, 2024, the Company entered into and closed the Scienture Merger Agreement with Merger Sub I, Merger Sub II, and Scienture. Pursuant to the Scienture Merger Agreement, (i) Merger Sub I merged with and into Scienture, with Scienture continuing as the surviving entity and a wholly owned subsidiary of the Company, and (ii) Scienture merged with and into Merger Sub II, with Merger Sub II continuing as the surviving entity. In connection with the transactions, the Company changed its name to “Scienture Holdings, Inc.” and Merger Sub II, as the surviving entity of the Second Merger, changed its name to “Scienture, LLC”.
As consideration for the Scienture Merger, at the Effective Time, the shares of Scienture common stock issued and outstanding immediately prior to the Effective Time were converted into the right to receive, in the aggregate, (i) 291,536 shares of the Company’s common stock and (ii) 6,826,753 shares of the Company’s Series X Preferred Stock, each share of which is convertible into one share of common stock.
Dispositions
MMS APA
On February 16, 2024, the Company, together with Softell and MMS entered into the MMS APA, under which MMS agreed to purchase for cash substantially all of the assets of Softell. On February 16, 2024, the parties consummated the closing of the transactions contemplated by the MMS APA. Softell operated a web-based market platform designed to enable trading among healthcare buyers and sellers of pharmaceuticals, accessories and services. The purchase price paid at closing was $22,660,182. Pursuant to the terms and conditions of the MMS APA, because MMS received $1,600,000 or greater in certain collections from third parties resulting from any products or services sold, or provided, by the business assets and operations acquired from Softell during the period ending on the four-month anniversary of the closing date, the Company was due an additional $7,500,000 payment from MMS. The Company received the $7,500,000 in May 2024.
Superlatus SPA
On March 5, 2024, the Company entered into the Superlatus SPA with the Buyer. Pursuant to the Superlatus SPA, the Company sold all of the issued and outstanding stock of Superlatus to the Buyer. The $1.00 purchase price for the stock was delivered to the Company at the closing, which occurred simultaneously with the execution of the Superlatus SPA. As a result of the transaction, Superlatus ceased to be a subsidiary of the Company, and the rights and assets of Superlatus together with various liabilities and obligations that were specific to Superlatus became rights and obligations of the Buyer.
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Recent Events
On September 20, 2024, the Company filed with the Secretary of State of the State of Delaware an amendment to its Second Amended and Restated Certificate of Incorporation 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.
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.
Liquidity and Capital Resources
Cash
Cash was $579,103 as of September 30, 2024, compared to $314 as of December 31, 2023. The increase in cash was primarily due to the proceeds in February 2024 and May 2024 related to the disposition of certain assets to MMS as described above. We expect that our future available capital resources will consist primarily of cash generated from operations, remaining cash balances, borrowings, and additional funds raised through sales of debt and/or equity securities.
Liquidity
Cash, current assets, current liabilities, short term debt and working capital at the end of each period were as follows:
| September 30, | December 31, | Percent | ||||||||||||||
| 2024 | 2023 | Change | Change | |||||||||||||
| Cash | $ | 579,103 | $ | 314 | $ | 578,789 | 184328 | % | ||||||||
| Current assets (excluding cash) | $ | 6,676,813 | $ | 2,752,749 | $ | 3,924,064 | 143 | % | ||||||||
| Current liabilities | $ | 5,413,438 | $ | 11,556,355 | $ | (6,142,917 | ) | -53 | % | |||||||
| Working capital | $ | 1,842,478 | $ | (8,803,292 | ) | $ | 10,645,770 | -121 | % | |||||||
Our principal sources of liquidity have historically been cash provided by operations, sales of business assets and operations from time to time, sales of equity, and borrowings under various debt arrangements. Our principal uses of cash have been for operating expenses, technology development, and acquisitions. We anticipate these uses will continue to be our principal sources of, and uses of, cash in the future.
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The increase in cash as of September 30, 2024, compared to December 31, 2023, was primarily due to the proceeds received in February 2024 and May 2024 resulting from the disposition of assets to MMS as described above.
Special Cash Dividend
On March 6, 2024, the Company announced the declaration of a special cash dividend of eight dollars ($8.00) per share of common stock, payable to stockholders of record as of March 18, 2024, with the dividend being paid on March 22, 2024. The special dividend of $12,671,072 was paid using a portion of the proceeds from the closing of the sale of certain assets.
On July 9, 2024, the Company announced the declaration of a special cash dividend of one dollar and fifty cents ($1.50) per share of common stock, payable to stockholders of record as of July 19, 2024, with the dividend being paid on July 22, 2024. The special dividend was $2,187,759 paid using a portion of the proceeds received in May 2024 in connection with the February 2024 sale of certain assets.
Liquidity Outlook Cash Explanation
Cash Requirements
Our primary objectives for the remainder of 2024 are expected to be the continued implementation of Scienture’s business plan, marketing the IPS business, and to complete potential strategic transactions of our business-to-consumer subsidiaries, which may include a potential sale, spin-off, fund raising, combination or other strategic transaction, and also include the winding down of such entities. There can be no assurance that our operations will generate significant positive cash flow, or that additional funds will be available to us, through borrowings or otherwise, on favorable terms if required in the future, or at all. We may also raise additional funding in the future through the sale of equity.
We estimate our operating expenses and working capital requirements for the next 12 months to be approximately as follows:
| Projected Expenses from October 2024 to September 2025 | Amount | |||
| General and administrative (1) | $ | 9,800,000 | ||
| Total | $ | 9,800,000 | ||
(1) Includes estimated wages and payroll, legal and accounting, marketing, rent and web development.
We may require additional funding in the future to implement on our business plan and potentially to expand or complete acquisitions. The sources of this capital are expected to be equity investments and notes payable. Our plan for the next twelve months is to integrate Scienture and its research and development activities, continue using the same marketing and management strategies to promote our IPS assets and operations, exploring strategic transactions involving our corporate assets, while also seeking to expand our operations organically or through acquisitions, as funding and opportunities arise. In the event we require additional funding, we plan to raise that through the sale of debt or equity, which may not be available on favorable terms, if at all, and may, if sold, cause significant dilution to existing stockholders. If we are unable to access additional capital moving forward, it may hurt our ability to grow and to generate future revenues.
Going Concern
The accompanying interim consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business within one year after the date the consolidated financial statements are issued. In accordance with Financial Accounting Standards Board, or the FASB, Accounting Standards Update No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40), our management evaluates whether there are conditions or events, considered in aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements are issued.
As of September 30, 2024, the Company had an accumulated deficit of $31,876,241. As of September 30, 2024, the Company had $579,103 in cash.
We will need to raise additional capital or secure debt funding to support on-going operations, and to fund the assets and operations of any businesses or assets we acquire. The sources of this capital are expected to be the sale of equity and debt, which may not be available on favorable terms, if at all, and may, if sold, cause significant dilution to existing stockholders. If we are unable to access additional capital moving forward, it may hurt our ability to grow and to generate future revenues, our financial position, and liquidity. These factors raise substantial doubt about the ability of the Company to continue as a going concern. Unless Management is able to obtain additional financing, it is unlikely that the Company will be able to meet its funding requirements during the next 12 months. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Cash Flows
The following table summarizes our Consolidated Statements of Cash Flows for the following periods:
| Nine Months Ended | ||||||||||||||||
| September 30, | Percent | |||||||||||||||
| 2024 | 2023 | Change | Change | |||||||||||||
| Net cash used in operating activities from continuing operations | $ | (10,585,173 | ) | $ | (2,036,715 | ) | $ | (8,548,457 | ) | 420 | % | |||||
| Net cash (used in) provided by operating activities from discontinued operations | $ | (770,653 | ) | $ | 830,638 | $ | (1,601,291 | ) | -193 | % | ||||||
| Operating Activities | $ | (11,355,826 | ) | $ | (1,206,077 | ) | $ | (10,149,749 | ) | 449 | % | |||||
| Net cash (used in) provided by investing activities from continuing operations | $ | (2,379,024 | ) | $ | 5,546 | $ | (2,384,570 | ) | -42996 | % | ||||||
| Net cash provided by investing activities from discontinued operations | $ | 29,931,815 | $ | 68,737 | $ | 29,863,078 | 43445 | % | ||||||||
| Investing Activities | $ | 27,552,791 | $ | 74,283 | $ | 27,478,508 | 449 | % | ||||||||
| Net cash (used) provided by in financing activities from continuing operations | $ | (15,764,770 | ) | $ | 570,934 | $ | (16,335,704 | ) | -2861 | % | ||||||
| Net cash used in financing activities from discontinued operations | $ | (5,000 | ) | $ | (500,000 | ) | $ | 495,000 | 0 | % | ||||||
| Financing Activities | $ | (15,769,770 | ) | $ | 70,934 | $ | (15,840,704 | ) | -2861 | % | ||||||
| Net change in cash | $ | 427,195 | $ | (1,060,860 | ) | $ | 1,488,055 | -140 | % | |||||||
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Cash used in operating activities for the nine months ended September 30, 2024, was $11,355,826, compared to cash used in operations for the nine months ended September 30, 2023, of $1,206,077. The increase in cash used in operations for the nine months ended September 30, 2024 compared to September 30, 2023, was mainly due to our net loss and cash used in operating assets and liabilities in the 2024 period.
Cash provided by investing activities for the nine months ended September 30, 2024, was $27,552,791 and cash provided by investing activities was $74,283 for the nine months ended September 30, 2023. The increase in cash provided by investing activities in the 2024 period was primarily due to the MMS disposition in the first quarter, partially offset by the investment in securities of $2,500,000.
Cash (used) provided by in financing activities for the nine months ended September 30, 2024, was ($15,769,770) compared to $70,934 of cash provided by financing activities for the nine months ended September 30, 2023. The change was primarily due to the payment of dividends of $14,858,831 in 2024. In August 2024, the Company received note proceeds of $314,000.
Results of Operations
The following selected consolidated financial data should be read in conjunction with the unaudited consolidated financial statements and the notes to these statements included above.
Three Month Period Ended September 30, 2024, compared to Three Month Period Ended September 30, 2023
| Three Months Ended | ||||||||||||||||
| September 30, | Percent | |||||||||||||||
| 2024 | 2023 | Change | Change | |||||||||||||
| Revenues | $ | 64,861 | $ | 392,286 | (327,425 | ) | -83 | % | ||||||||
| Cost of sales | 60,978 | 352,694 | (291,716 | ) | -83 | % | ||||||||||
| Gross profit | 3,883 | 39,592 | (35,709 | ) | -90 | % | ||||||||||
| Operating expenses: | ||||||||||||||||
| Wage and salary expense | 708,977 | 7,342 | 701,635 | 9556 | % | |||||||||||
| Professional fees | 593,364 | 295,497 | 297,867 | 101 | % | |||||||||||
| Accounting and legal expense | 619,227 | 409,480 | 209,747 | 51 | % | |||||||||||
| Technology expense | 157,474 | 22,071 | 135,403 | 613 | % | |||||||||||
| General and administrative (less stock-based compensation expense) | 168,212 | 63,119 | 105,093 | 166 | % | |||||||||||
| Research and development | 1,253,983 | - | 1,253,983 | 100 | % | |||||||||||
| Warrants and options expense | 437 | 3,761 | (3,324 | ) | -88 | % | ||||||||||
| Total operating expenses | 3,501,674 | 801,270 | 2,700,404 | 337 | % | |||||||||||
| Change in fair value of warrant liability | 502,178 | 925,320 | (423,142 | ) | -46 | % | ||||||||||
| Interest income | 29,445 | - | 29,445 | 100 | % | |||||||||||
| Interest expense | (217,433 | ) | (251,778 | ) | 34,345 | -14 | % | |||||||||
| Net loss from operations | (3,183,601 | ) | (88,136 | ) | (3,095,465 | ) | 3512 | % | ||||||||
| Income (loss) on discontinued operations | - | (3,436,978 | ) | 3,436,978 | -100 | % | ||||||||||
| Net loss | $ | (3,183,601 | ) | $ | (3,525,114 | ) | $ | 341,513 | -10 | % | ||||||
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There were $64,861 in revenues for the three months ended September 30, 2024. Revenues decreased by $327,425, compared to the same period ended September 30, 2023 primarily because of the disposition of the assets and operations of Softell completed in February 2024 which resulted in the Company having fewer revenue generating operations when compared to the comparable period in 2023.
For the three-month period ended September 30, 2024, cost of goods sold and gross (loss) profit were $60,978 and $3,883, and $352,694 and $39,592, all respectively for the same period in 2023. Gross profit as a percentage of sales was 5.99% for the three months ended September 30, 2024, compared to 10.09% for the three months ended September 30, 2023.
Wages and salary expense increased by $701,635 for the three months ended September 30, 2024 to $708,977 compared to $7,342 for the comparable period in 2023. The increase is primarily due to an increase in salary of the COO and CEO of IPS, as well as the Scienture Merger in July 2024, as compared to the same period in 2023.
Professional fees increased by $297,867 to $593,364 compared to $295,497 for the comparable period in 2023. The increase was primarily due to increase in board members’ fees and consulting expense and post-acquisition professional fees expense of Scienture.
Accounting and legal expenses increased by $209,747 for the three months ended September 30, 2024 to $619,227 compared to $409,480 for the comparable period in 2023. The increase is primarily due to increased legal services during the three months ended September 30, 2024 as compared to the same period in 2023.
General and administrative expenses (including stock-based compensation expense) increased by $101,769 for the three months ended September 30, 2024, to $168,649 compared to $66,880 for the comparable period in 2023. The increase was mainly due to increase in headcount in connection with our acquisition of Scienture’s operations in July 2024.
Technology expense increased $135,403 for the three months ended September 30, 2024 to $157,474 compared to $22,071 for the comparable period in 2023. The increase was mainly due to increased software expense and software support expense.
Research and development expense increased $1,253,983 for the three months ended September 30, 2024 to $1,253,983 compared to $0 for the comparable period in 2023. The increase was mainly due to contract research organization costs of Scienture upon the merger in July 2024.
We had interest expense of $217,433 for the three months ended September 30, 2024, compared to interest expense of $251,778 for the three months ended September 30, 2023. The decrease is due to the sale of note payable of Superlatus subsequent to the sale of the Company’s equity interest in Superlatus to Superlatus Foods, Inc. thereby transferring all assets and liabilities, and partially offset by interest expense of $43,200 deemed incurred in full on the date of issue of convertible note of $360,000 and amortization of debt discount.
We recognized a gain on the change in the fair value of the warrant liability of $502,178 for the three months ended September 30, 2024, compared to a gain of $925,320 during the three months ended September 30, 2023, based on the underlying valuation inputs.
During the three months ended September 30, 2024, the Company incurred a net loss from continuing operations of $2,783,601 compared to a net loss from continuing operations of $88,136 for the three months ended September 30, 2023. The increase in net loss is mainly driven by the integration of Scienture upon its merger in July 2024.
Net loss from discontinued operations was $3,436,978 for the three months ended September 30, 2023.
Nine Month Period Ended September 30, 2024, compared to Nine Month Period Ended September 30, 2023
| Nine Months Ended | ||||||||||||||||
| September 30, | Percent | |||||||||||||||
| 2024 | 2023 | Change | Change | |||||||||||||
| Revenues | $ | 83,560 | 1,235,168 | (1,151,608 | ) | -93 | % | |||||||||
| Cost of sales | 80,380 | 1,072,178 | (991,798 | ) | -93 | % | ||||||||||
| Gross profit | 3,180 | 162,990 | (159,810 | ) | -98 | % | ||||||||||
| Operating expenses: | ||||||||||||||||
| Wage and salary expense | 1,243,621 | 345,235 | 898,386 | 260 | % | |||||||||||
| Professional fees | 1,282,053 | 619,794 | 662,259 | 107 | % | |||||||||||
| Accounting and legal expense | 1,129,982 | 782,495 | 347,487 | 44 | % | |||||||||||
| Technology expense | 295,763 | 74,946 | 220,817 | 295 | % | |||||||||||
| General and administrative (less stock-based compensation expense) | 5,259,084 | 457,396 | 4,801,688 | 1050 | % | |||||||||||
| Research and development | 1,253,983 | - | 1,253,983 | 100 | % | |||||||||||
| Warrants and options expense | 25,147 | 25,978 | (831 | ) | -3 | % | ||||||||||
| Total operating expenses | 10,489,633 | 2,305,844 | 7,783,789 | 355 | % | |||||||||||
| Change in fair value of warrant liability | (392,843 | ) | (443,308 | ) | 50,465 | -11 | % | |||||||||
| Interest income | 133,397 | 4,198 | 129,199 | 3078 | % | |||||||||||
| Loss on disposal of asset | (374,968 | ) | (352,244 | ) | (22,724 | ) | 100 | % | ||||||||
| Interest expense | (320,897 | ) | (494,904 | ) | 174,007 | -35 | % | |||||||||
| Net loss from operations | (11,441,764 | ) | (3,429,112 | ) | (8,012,652 | ) | 234 | % | ||||||||
| Income (loss) from discontinued operations | 27,670,294 | (2,748,833 | ) | 30,419,127 | -1107 | % | ||||||||||
| Net income (loss) | $ | 16,228,530 | $ | (6,177,945 | ) | $ | 22,406,475 | -363 | % | |||||||
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There were $83,560 in revenues for the nine months ended September 30, 2024. Revenues decreased by $1,151,608, compared to the same period ended September 30, 2023 primarily because of the disposition of the assets and operations of Softell completed in February 2024 which resulted in the Company having fewer revenue generating operations when compared to the comparable period in 2023.
For the nine-month period ended September 30, 2024, cost of goods sold and gross (loss) profit were $80,380 and $3,180, and $1,072,178 and $162,990, all respectively for the same period in 2023. Gross profit as a percentage of sales was 3.81% for the nine months ended September 30, 2024, compared to 13.20% for the nine months ended September 30, 2023.
Wages and salary expense increased by $898,386 for the nine months ended September 30, 2024 to $1,243,621 compared to $345,235 for the comparable period in 2023. The increase is primarily due to an increase in salary of the COO and CEO of IPS, as well as the Scienture Merger in July 2024, as compared to the same period in 2023.
Professional fees increased by $662,259 to $1,282,053 compared to $619,794 for the comparable period in 2023. The increase was primarily due to increase in Board members’ fees and consulting expense and post acquisition professional fees of Scienture.
Accounting and legal expenses increased by $347,487 for the nine months ended September 30, 2024 to $1,129,982 compared to $782,495 for the comparable period in 2023. The increase is primarily due to increased legal services during the nine months ended September 30, 2024 as compared to the same period in 2023.
General and administrative expenses (including stock-based compensation expense) increased by $4,800,857 for the nine months ended September 30, 2024, to $5,284,231 compared to $483,374 for the comparable period in 2023. The increase was mainly due to shares issued for services at fair value of $4,450,919.
Technology expense increased by $220,817 for the nine months ended September 30, 2024 to $295,763 compared to $74,946 for the comparable period in 2023. The increase was mainly due to increased software expense and software support expense.
Research and development expense increased $1,253,983 for the nine months ended September 30, 2024 to $1,253,983 compared to $0 for the comparable period in 2023. The increase was mainly due to contract research organization costs of Scienture upon the merger in July 2024.
We had interest expense of $320,897 for the nine months ended September 30, 2024, compared to interest expense of $494,904 for the nine months ended September 30, 2023. The decrease is due to the sale of note payable of Superlatus subsequent to the sale of the Company’s equity interest in Superlatus to Superlatus Foods, Inc. thereby transferring all assets and liabilities, and partially offset by interest expense of $43,200 deemed incurred in full on the date of issue of convertible note of $360,000 and amortization of debt discount.
We recognized a loss on the change in the fair value of the warrant liability of $392,843 for the nine months ended September 30, 2024, compared to a loss of $443,308 during the nine months ended September 30, 2023, based on the underlying valuation inputs.
During the nine months ended September 30, 2024, the Company incurred a net loss from continuing operations of $11,041,764 compared to a net loss from continuing operations of $3,429,112 for the nine months ended September 30, 2023. The increase in net loss is mainly driven by stock compensation in 2024, as well as the integration of Scienture upon its merger in July 2024.
Net income from discontinued operations increased by $30,419,127 to a net income of $27,670,294 for the nine months ended September 30, 2024, compared to a net loss from discontinued operations of $2,748,833 for the nine months ended September 30, 2023. The increase was primarily due to the disposal of Softell assets, partially offset by loss on disposal of Superlatus during the nine months ended September 30, 2024.
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Critical Accounting Policies
Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of net sales and expenses for each period. The following represents a summary of our critical accounting policies, defined as those policies that we believe are the most important to the portrayal of our financial condition and results of operations and that require management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain.
Revenue Recognition
In general, the Company accounts for revenue recognition in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, “Revenue from Contracts with Customers.”
IPS is a licensed wholesaler of brand, generic and non-drug products to Customers. IPS takes orders for products, creates invoices for each order and recognizes revenue at the time the Customer receives the product. Customer returns are not material. Step One: Identify the contract with the Customer – IPS requires that an application and a credit card for payment be completed by the Customer prior to the first order. Each transaction is evidenced by an order form sent by the Customer and an invoice for the product is sent by IPS. The collection is probable based on the application and credit card information provided prior to the first order. Step Two: Identify the performance obligations in the contract – Each order is distinct and evidenced by the shipping order and invoice. Step Three: Determine the transaction price – The consideration is variable if product is returned. The variability is determined based on the return policy of the product manufacturer. There are no sales or volume discounts. The transaction price is determined at the time of the order evidenced by the invoice. Step Four: Allocate the transaction price – There is no difference between contract price and “stand-alone selling price”. Step Five: Recognize revenue when or as the entity satisfies a performance obligation – The Revenue is recognized when the Customer receives the product.
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Stock-Based Compensation
The Company accounts for stock-based compensation to employees in accordance with ASC 718, “Compensation-Stock Compensation”. ASC 718 requires companies to measure the cost of employee services received in exchange for an award of equity instruments, including stock options, based on the grant date fair value of the award and to recognize it as compensation expense over the period the employee is required to provide service in exchange for the award, usually the vesting period. Stock option forfeitures are recognized at the date of employee termination. Effective January 1, 2019, the Company adopted ASU 2018-07 for the accounting of share-based payments granted to non-employees for goods and services.
Recently Issued Accounting Standards
For more information on recently issued accounting standards, see “NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION”, to the Notes to Consolidated Financial Statements included herein under “PART I. - ITEM 1. FINANCIAL STATEMENTS”.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Disclosure controls and procedures are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC’s rules and forms and is accumulated and communicated to the Company’s management, as appropriate, in order to allow timely decisions in connection with required disclosure.
Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer (our principal executive officer and principal accounting/financial officer), as of September 30, 2024, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this Quarterly Report. Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that as of September 30, 2024, our disclosure controls and procedures were not effective to provide reasonable assurance that information required to be disclosed in our reports filed with the SEC pursuant to the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosures.
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Limitations on the Effectiveness of Controls
Management of the Company, including its Chief Executive Officer and its Chief Financial Officer, does not expect that the Company’s disclosure controls and procedures or its internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Furthermore, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons or by the collusion of two or more persons. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of the effectiveness of controls to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.
Changes in Internal Control Over Financial Reporting
There have not been any changes in our internal control over financial reporting during the quarter ended September 30, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In the ordinary course of business, we may become a party to lawsuits involving various matters. The impact and outcome of litigation, if any, is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We believe the ultimate resolution of any such current proceeding will not have a material adverse effect on our continued financial position, results of operations or cash flows.
Such current litigation or other legal proceedings are described in, and incorporated by reference in, this “ITEM 1. LEGAL PROCEEDINGS” of this Quarterly Report on Form 10-Q from, “PART I – ITEM 1. FINANCIAL STATEMENTS” in the Notes to Consolidated Financial Statements in “NOTE 16 – CONTINGENCIES”. The Company believes that the resolution of currently pending matters will not individually or in the aggregate have a material adverse effect on our financial condition or results of operations. However, assessment of the current litigation or other legal claims could change in light of the discovery of facts not presently known to the Company or by judges, juries or other finders of fact, which are not in accord with management’s evaluation of the possible liability or outcome of such litigation or claims.
Additionally, the outcome of litigation is inherently uncertain. If one or more legal matters were resolved against the Company in a reporting period for amounts in excess of management’s expectations, the Company’s financial condition and operating results for that reporting period could be materially adversely affected.
ITEM 1A. RISK FACTORS
There have been no material changes from the risk factors previously disclosed in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on April 22, 2024 (the “Form 10-K”), in each case under the heading “Risk Factors”, except for the risks inherent in the assets and operations of Scienture that pertain to the Company after the completion of the merger transaction completed in July 2024 and as set forth below, and investors should review the risks provided in the Form 10-K, Form 10-Q and below, prior to making an investment in the Company. The business, financial condition and operating results of the Company can be affected by a number of factors, whether currently known or unknown, including but not limited to those described in the Form 10-K and the Form 10-Q and below, any one or more of which could, directly or indirectly, cause the Company’s actual financial condition and operating results to vary materially from past, or from anticipated future, financial condition and operating results. Any of these factors, in whole or in part, could materially and adversely affect the Company’s business, financial condition, operating results and stock price.
The Company’s stockholders may not realize a benefit from the merger commensurate with the ownership dilution they will experience in connection with the merger.
The Company and Scienture completed a merger transaction on July 25, 2024 as generally described in this report (and other reports and filings we have filed with the SEC), and, if the combined company is unable to realize the full strategic and financial benefits currently anticipated from the merger, the Company’s stockholders will have experienced dilution of their ownership interests in the Company without receiving any commensurate benefit, or only receiving part of the commensurate benefit to the extent the combined company is able to realize only part of the strategic and financial benefits currently anticipated from the merger.
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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Recent Sales of Unregistered Securities
During the nine months ended September 30, 2024, the Company issued 470,482 shares of common stock for services. The Company relied on the exemption from registration set forth in Section 4(a)(2) of the Securities Act for this issuance.
On July 12, 2024, the Company converted 290 shares of Series C Preferred Stock into 52,158 shares of common stock at the election of the holder.
In August 2024, the Company issued 28,571 shares of common stock pursuant to the exercise of warrants on a cashless basis.
In each case, the issuance did not involve a public offering and was made without general solicitation or general advertising, and the recipient of the shares was an accredited investor.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
The Company repurchased no shares of common stock during the first three quarters of 2024.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
None.
ITEM 5. OTHER INFORMATION
(a) During the quarter ended September 30, 2024, there was no information required to be disclosed in a report on Form 8-K which was not disclosed in a report on Form 8-K.
(b) During the quarter ended September 30, 2024, there were no material changes to the procedures by which stockholders may recommend nominees to our board of directors.
(c) During the quarter ended September 30, 2024, no officer or director adopted or terminated (1) a plan, contract, or set of instructions intended to by covered by the 10b5-1 affirmative defense or (2) a written trading arrangement as defined in Item 408(c) of Regulation S-K.
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ITEM 6. EXHIBITS
* Filed herewith.
** Furnished herewith.
# 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.
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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 thereunto duly authorized.
| SCIENTURE HOLDINGS, INC. | ||
| By: | /s/ Suren Ajjarapu | |
| Suren Ajjarapu | ||
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Chief Executive Officer (Principal Executive Officer) |
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| Date: November 6, 2024 | ||
| By: | /s/ Prashant Patel | |
| Prashant Patel | ||
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Interim Chief Financial Officer (Principal Accounting/Financial Officer) |
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| Date: November 6, 2024 | ||
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Exhibit 3.1
Exhibit 3.2
Exhibit 10.5
ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS –
INTEGRA PHARMA SOLUTIONS, LLC
THIS ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS – INTEGRA PHARMA SOLUTIONS, LLC(“Agreement”) is made and entered into effective as of the 4th day of October, 2024 (the “Effective Date”) by and among SCIENTURE HOLDINGS, INC., a Delaware corporation (“the “Transferor”) and SOFTELL INC., f/k/a TRXADE INC., a Florida corporation (the “Transferee”).
RECITALS:
A. Transferor owns one hundred percent (100%) of the issued and outstanding shares of Transferee.
B. Transferor owns one hundred percent (100%) of the membership interests (the “Membership Interests”) of Integra Pharma Solutions, LLC, a Florida limited liability company (the “Company”).
C. The Company is a disregarded entity for IRS purposes and consolidated with Transferor with respect to filing income tax returns.
D. Transferor now desires to transfer and assign to Transferee, and Transferee desires to acquire and assume from Transferor, the Membership Interests.
NOW, THEREFORE, in consideration of the recitals and the mutual covenants and promises herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Assignment and Assumption. As of the Effective Date, Transferor hereby transfers and assigns to Transferee, and Transferee hereby accepts and assumes from Transferor, the Membership Interests and all rights and obligations arising therefrom.
2. Evidence of Membership Interests. Transferee hereby acknowledges that the Company has not issued certificates to evidence the Membership Interest.
3. Due Authorization. Transferor and Transferee each represent and warrant that they have the unfettered right and power to execute and deliver this Agreement and consummate the transactions contemplated hereby, and that this Agreement constitutes the legal, valid and binding obligation of each of Transferor and Transferee, enforceable against each of them in accordance with its terms.
4. Amended and Restated LLC Operating Agreement for the Company. As of the Effective Date, the limited liability company operating agreement of the Company shall be automatically amended and restated upon terms and conditions acceptable to Transferee in their sole discretion.
5. Further Assurances. The parties hereto agree to execute any and all documents reasonably requested by the other to carry out the intent of this Agreement.
6. Governing Law. The validity, meaning, and effect of this Agreement shall be determined in accordance with the laws of the State of Delaware applicable to contracts to be performed therein.
7. Counterparts and Electronic Execution. This Assignment may be executed in any number of counterparts (including by means of facsimile or email transmission of signature pages), and by the different Parties in separate counterparts, each of which when executed shall be deemed an original, but all of which shall be considered one and the same agreement, and shall become effective when each party has received counterparts signed by each of the other Parties and each Party has authorized delivery of such counterparts. The execution and delivery of this Assignment in the form of a signed counterpart signature page to this Assignment delivered by facsimile transmission, by electronic mail, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document shall constitute valid and sufficient delivery thereof, and such execution and delivery will be considered valid, binding and effective for all purposes.
[Signature Page Follows.]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.
| TRANSFEROR: | TRANSFEREE: | |||
| SCIENTURE HOLDINGS, INC.,a Delaware corporation | SOFTELL INC.,a Florida corporation | |||
| By: | /s/ Surendra Ajjarapu | By: | /s/ Surendra Ajjarapu | |
| Surendra Ajjarapu, Chief Executive Officer | Surendra Ajjarapu, Chief Executive Officer | |||
[Signature Page to Assignment and Assumption Agreement – Integra Pharma Solutions, LLC]
Exhibit 31.1
31.1 Certification of Chief Executive Officer
I, Suren Ajjarapu, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Scienture Holdings, Inc. (the “registrant”); |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: November 6, 2024 | |
| /s/ Suren Ajjarapu | |
| Suren Ajjarapu | |
| Chief Executive Officer (Principal Executive Officer) |
Exhibit 31.2
Certification of Chief Financial Officer
I, Prashant Patel, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Scienture Holdings, Inc. (the “registrant”); |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: November 6, 2024 | |
| /s/ Prashant Patel | |
| Prashant Patel | |
| Chief Financial Officer (Principal Accounting/Financial Officer) |
Exhibit 32.1
Certification of Chief Executive Officer
Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002
I, Suren Ajjarapu, Chief Executive Officer of Scienture Holdings, Inc. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:
| (i) | The Quarterly Report on Form 10-Q of Scienture Holdings, Inc. for the quarter ended September 30, 2024 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, and | |
| (ii) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated. |
| Date: November 6, 2024 | |
| /s/ SUREN AJJARAPU | |
| Suren Ajjarapu | |
| Chief Executive Officer (Principal Executive Officer) |
Exhibit 32.2
Certification of Chief Financial Officer
Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002
I, Prashant Patel, Chief Financial Officer of Scienture Holdings, Inc. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:
| (i) | The Quarterly Report on Form 10-Q of Scienture Holdings, Inc. for the quarter ended September 30, 2024 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, and | |
| (ii) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated. |
| Date: November 6, 2024 | |
| /s/ Prashant Patel | |
| Prashant Patel | |
| Chief Financial Officer (Principal Accounting/Financial Officer) |