Material Agreement, Financial Obligation (Form 8-K)

The information provided in Item 2.03 is hereby incorporated by reference.

On April 27, 2026, Scienture Holdings, Inc. (the "Company") entered into and closed on a note purchase agreement (the "Purchase Agreement") with Streeterville Capital, LLC, (the "Lender") providing for the issuance of two secured promissory notes: (i) a Secured Promissory Note A-1 in the original principal amount of $8.42 million (the "A-1 Note") and (ii) a Secured Promissory Note B in the original principal amount of $3 million (the "B Note"). The A-1 Note carries an original issue discount of $400,000 and the Company agreed to pay $20,000 to the Lender to cover the Lender's transaction costs. The B Note does not carry an original issuance discount.

At closing, the Lender paid $8 million to the Company and deposited an additional $3 million into an account at Lakeside Bank owned by the Company's newly formed wholly-owned subsidiary, SCNX Holdings, LLC, a Utah limited liability company ("SCNX Sub"), to be held pursuant to a Deposit Account Control Agreement entered into among SCNX Sub, the Lender, and Lakeside Bank (the "DACA"). The Company intends to utilize the net proceeds from closing of the Purchase Agreement for working capital, related to commercialization expenses, portfolio and product development expenses, and other general corporate purposes. Maxim Group LLC served as placement agent for the transaction.

Each time the aggregate outstanding balance of the A-1 Note is reduced by $1 million, the Company will have the right to exchange $1 million (or such other amount as the parties mutually agree) of the B Note for a new secured note in the same form as the A-1 Note (each, a "Note Exchange") pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended. Each additional note issued pursuant to a Note Exchange will have the same interest rate, original issuance discount percentage, and other economic and other terms as the A-1 Note. The maturity date for each additional note will be equal to the greater of 12 months and the length of time remaining on the B Note. The Company will not incur additional transaction expenses as a result of a Note Exchange.

The principal amount of the A-1 Note is due eighteen months following the date of issuance. Interest under the A-1 Note accrues at a rate of 9% per annum. The A-1 Note can be prepaid in whole or in part at any time, subject to a prepayment premium of 115% if the prepayment is made in connection with third-party refinancing. Beginning eight months after the closing date, the Lender may redeem (i) up to $175,000 per calendar month (a "Monthly Redemption"), and (ii) up to 10% of the daily dollar trading volume of the Company's common stock in the event shares of the Company's common stock trade at a price that is more than 20% greater than the "Minimum Price" as defined under The Nasdaq Stock Market LLC Rule 5635(d) (a "Limited Redemption"). The Lender may effect a Limited Redemption within five trading days of the date that shares of the Company's common stock trade at a price that is more than 20% greater than the Minimum Price. The applicable redemption amount is due and payable in cash within four trading days of the Company's receipt of a redemption notice from the Lender.

The principal amount of the B Note is due eighteen months following the date of issuance. Interest under the B Note accrues at a rate of 5% per annum. The B Note can be prepaid in whole or in part at any time, subject to a prepayment premium of 115% if the prepayment is made in connection with third-party refinancing.

Each of the A-1 Note and B Note contain "Major Trigger Events" and "Minor Trigger Events." A Major Trigger Event will occur if: (a) the Company does not pay any principal, interest, fees, charges, or any other amount when due and payable; (b) a receiver, trustee or other similar official is appointed over the Company or a material part of its assets and such appointment either is uncontested for 20 days or is not dismissed or discharged within 90 days; (c) the Company becomes insolvent or generally fails to pay, or admits in writing that the Company is unable to pay, its debts as they become due, subject to any applicable grace periods; (d) the Company makes a general assignment for the benefit of creditors; (e) the Company files a petition for relief under any bankruptcy, insolvency or similar law; (f) an involuntary bankruptcy proceeding is commenced or filed against the Company and has not been dismissed or discharged within 90 days; (g) the Company fails to observe or perform any covenant set forth in Section 4 of the Purchase Agreement; or (h) the Company effects a Fundamental Transaction (as defined in the A-1 Note or B Note) without the Lender's prior written consent. A Minor Trigger Event will occur if: (i) the Company fails to cure, within 15 days of receiving written notice from the Lender, a default or failure to observe or perform a covenant, obligation, condition or agreement contained in the Purchase Agreement or in any other related agreement, other than those specifically set forth in Section 4 of the Purchase Agreement; (ii) any representation, warranty or other statement made or furnished by or on behalf of the Company to the Lender in the Purchase Agreement or any related agreement, or otherwise in connection with the issuance of the A-1 Note or B Note, respectively, is false, incorrect, incomplete or misleading in any material respect when made or furnished; (iii) the Company effectuates a reverse split of its shares of common stock without providing the Lender with written notice at least 20 trading days before such reverse split; (iv) absent the Lender's written consent, any money judgment, writ or similar process is entered or filed against the Company or any of its subsidiaries, or property and assets for more than $500,000 and it remains unvacated, unbonded or unstayed for a period of 30 calendar days; (v) the Company fails to be DWAC eligible; or (vi) the Company breaches any covenant or other term or condition contained in any agreement with the Lender or any financing agreement or material agreement affecting the Company's ongoing business operations in any material respect beyond any applicable notice or cure period, resulting in the acceleration of the Company's obligations under any such agreement.