Scienture Holdings Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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Item 1.01. Entry into a Material Definitive Agreement.
As previously disclosed, Scienture Holdings, Inc. (the “Company”) issued 10% original issue discount secured convertible debentures (the “Debentures”) to Arena Finance Markets, LP and Arena Special Opportunities III LP (the “Arena Investors”) on November 25, 2024.
On October 3, 2025, the Company entered into a letter agreement (the “Agreement”) with the Arena Investors whereby the Company and the Arena Investors agreed to amend Section 4(b) of the Debentures. Specifically, the Company and the Arena Investors agreed to revise the conversion price of the Debentures to $2.4861 per share. In addition, each of the Arena Investors agreed to convert the remaining amounts owed by the Company under the Debentures into shares of the Company’s common stock, par value $0.00001 per share (the “Common Stock”) in accordance with the revised terms of the Debentures (the “Full Conversion”).
Pursuant to the Agreement, upon the Full Conversion, automatically and without any further action on the part of the Company or the Arena Investors: (i) all Obligations (as defined in the Security Agreement dated November 25, 2024, by and among the Company and the Arena Investors) under the Transaction Documents (as defined in the Securities Purchase Agreement dated November 22, 2024, by and among the Company and the Arena Investors (the “Purchase Agreement”)) will be deemed paid and will be automatically and irrevocably released, satisfied and discharged in full (except those obligations of the Company under Section 5.10 of the Purchase Agreement and Section 7 of the Registration Rights Agreement dated November 25, 2024, by and among the Company and the Arena Investors); (ii) the Debentures and all other Transaction Documents will be terminated; (iii) all security interests, pledges and other liens of every type at any time granted to or held by the Arena Investors as security for the Obligations or under any Transaction Document will be terminated and automatically and irrevocably released without further action by the Arena Investors; and (iv) neither of the Arena Investors will have any obligation to make any credit extensions or financial accommodations to the Company or any other obligations, duties, or responsibilities in connection therewith.
The foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Agreement, a copy of which is attached hereto as Exhibit 10.1, and which is incorporated herein in its entirety by reference.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 10.1 | Letter Agreement dated October 2, 2025, by and among the Company, Arena Finance Markets, LP, and Arena Special Opportunities III LP | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SCIENTURE HOLDINGS, INC. | ||
| By: | /s/ Dr. Narasimhan Mani | |
| Dr. Narasimhan Mani | ||
| Co-Chief Executive Officer | ||
| Date: October 3, 2025 | ||