Scienture Holdings Inc.

10/16/2025 | Press release | Distributed by Public on 10/16/2025 15:01

Financial Obligation, Termination of Material Agreement (Form 8-K)

Item 1.02. Termination of a Material Definitive Agreement.

As previously disclosed, Scienture, LLC, a wholly owned subsidiary of Scienture Holdings, Inc. (the "Company"), entered into a Loan and Security Agreement with NVK Finance LLC, a Nebraska Limited Liability Company ("NVK") on September 8, 2023, as amended (the "NVK Loan") involving a principal amount of $2,000,000. The original maturity of the NVK Loan was September 8, 2025.

On October 10, 2025, the Company and Scienture, LLC entered into a Second Amendment of Loan and Security Agreement (the "Second Amendment") with NVK. Pursuant to the Second Amendment, the parties agreed to extend the maturity date of the loan until December 8, 2025 (the "New Maturity Date") and NVK agreed to waive any existing Events of Default (as defined in the NVK Loan). The parties acknowledged that as of September 30, 2025, the total outstanding balance of the NVK Loan, inclusive of principal and interest, was $2,656,250 (the "Outstanding Balance"). In the event Scienture, LLC elects to satisfy the NVK Loan prior to the New Maturity Date, it will owe the Outstanding Balance plus an additional $791.67 per day (or $1,069.44 per day if there is an Event of Default between September 30, 2025, and the applicable pay-off date).

As consideration for NVK executing the Second Amendment, the Company agreed to (i) pay NVK a fee in the amount of $25,000 plus any associated legal fees; (ii) pay NVK a maturity extension fee of $25,000 on the New Maturity Date; and (ii) issue 250,000 shares of the Company's common stock, par value $0.00001 per share, to NVK. The Company also agreed to register the resale of the shares of common stock issued to NVK. As of October 15, 2025, the Company has fully repaid all amounts due under the NVK Loan and satisfied all obligations under the Second Amendment.

The foregoing description of the Second Amendment is qualified in its entirety by reference to the full text of the Second Amendment, a copy of which is attached hereto as Exhibit 10.1, and which is incorporated herein in its entirety by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On October 14, 2025, the Company entered into and closed on a note purchase agreement (the "Purchase Agreement") with Streeterville Capital, LLC, (the "Lender"), which provided for the issuance of a senior secured promissory note in the principal amount of $3,911,111.11 (the "Note"). The Note carries an original issue discount of $391,111.11. The Company agreed to pay $20,000 to the Lender to cover the Lender's transaction costs, resulting in the Company receiving net proceeds of $3,500,000. Upon receipt of the net proceeds, the Company repaid in full the remaining outstanding balance of the NVK Loan. The Company intends to utilize the remaining net proceeds from closing of the Purchase Agreement for working capital, debt repayment, capital expenditures, product development, and other general corporate purposes. Maxim Group LLC served as placement agent for the transaction.

Scienture Holdings Inc. published this content on October 16, 2025, and is solely responsible for the information contained herein. Distributed via EDGAR on October 16, 2025 at 21:01 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]