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 June 30, 2025

☐ 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.)

20 Austin Blvd. Commack, NY 11725		33634
(Address of principal executive offices)		(Zip code)

(631) 670-6039

(Registrant’s telephone number, including area code)

6308 Benjamin Rd, Suite 708
Tampa, Florida

(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

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 [16,131,180] shares of the registrant’s common stock outstanding on August 12, 2025.

Scienture Holdings, Inc. formerly TRxADE HEALTH, INC.

FORM 10-Q

For the Quarter Ended June 30, 2025

TABLE OF CONTENTS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	3

PART I: FINANCIAL INFORMATION	4

ITEM 1. FINANCIAL STATEMENTS	4

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	23

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	33

ITEM 4. CONTROLS AND PROCEDURES	33

PART II. OTHER INFORMATION	34

ITEM 1. LEGAL PROCEEDINGS	34

ITEM 1A. RISK FACTORS	34

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	34

ITEM 3. DEFAULTS UPON SENIOR SECURITIES	35

ITEM 4. MINE SAFETY DISCLOSURES	35

ITEM 5. OTHER INFORMATION	35

ITEM 6. EXHIBITS	36

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (“Report”), including without limitation, the section of this Report entitled “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;
	●	Our current lack of revenue generating operations, and risks of our operations not being profitable;
	●	Claims relating to alleged violations of intellectual property rights of others;
	●	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;
	●	Healthcare fraud;
	●	Inflation, interest rate volatility, governmental responses thereto and macro economic concerns, including our ability to respond to such concerns;
	●	Changes in laws relating to our operations;
	●	Privacy laws;
	●	System errors;
	●	Dependence on current management;
	●	Our growth strategy and ability to effectively manage our growth;
	●	Our ability to maintain compliance with the continued listing standards of Nasdaq and for our common stock to remain listed on Nasdaq; and
	●	Other factors discussed in this Report and our Annual Form 10-K for the year ended December 31, 2024.

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 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 Report and in our Annual Report on Form 10-K and other reports filed with the Securities and Exchange Commission (“SEC”). Readers of this Report should also read our other periodic filings made with the SEC and other publicly filed documents for further discussion regarding such factors.

Table of Contents

PART I: FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Scienture Holdings, Inc. formerly TRxADE HEALTH, INC.

Condensed Consolidated Balance Sheets

As of June 30, 2025 and December 31, 2024

(Unaudited)

	June 30, 2025		December 31, 2024
ASSETS
Current assets:
Cash	$	15,391	$	308,096
Accounts receivable, net		-		11,106
Prepaid expenses		286,648		4,560
Notes receivable - related party		-		1,300,000
Other receivables		-		4,138,770
Deferred offering costs		554,586		534,800
Current assets of discontinued operations		-		8,145
Total current assets		856,625		6,305,477
Property, plant and equipment, net		16,500		17,500
Deposits		22,039		22,039
Notes receivable - related party		5,000,000		-
Interest receivable, related party		62,500		-
Intangible assets, net		76,400,000		76,400,000
Goodwill		21,372,960		21,372,960
Operating lease right-of-use assets		29,814		201,433
Deferred tax asset		534,396		534,396
Total assets	$	104,294,834	$	104,853,805

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	3,136,436	$	2,898,683
Accrued liabilities		1,800,093		1,313,731
Other current liabilities		5,441		5,441
Loan payable, related party		515,000		415,000
Convertible note, net of debt discount - current portion		2,000,000		2,285,423
Operating lease liability - current		28,056		63,334
Warrant liability		197,827		919,935
Current liabilities of discontinued operations		5,346		5,346
Total current liabilities		7,688,199		7,906,893
Convertible notes, net of debt discount		1,577,984		612,275
Derivative liability		2,356,428		2,296,834
Operating lease liability - net of current portion		2,546		156,469
Development agreement liability		1,285,000		1,285,000
Deferred tax liability		13,524,213		13,524,213
Total liabilities		26,434,370		25,781,684

Commitments and contingencies (Note 15)		-		-

Stockholders’ equity (deficit):

SEC Form 10-Q filed by Scienture Holdings Inc.