Financial Performance - Revenues for the three months ended March 31, 2025, were $10,258, compared to $0 for the same period in 2024, indicating a significant increase[17]. - Gross profit for Q1 2025 was $673, resulting in a gross margin of approximately 6.57%[17]. - Operating expenses decreased to $3.57 million in Q1 2025 from $5.49 million in Q1 2024, a reduction of about 35%[17]. - Net loss from continuing operations for Q1 2025 was $3.06 million, an improvement compared to a net loss of $6.63 million in Q1 2024[17]. - The company reported a net loss per common share from continuing operations of $0.33 for Q1 2025, compared to a loss of $6.40 per share in Q1 2024[17]. - The company incurred a net loss from operations of $3,063,997, a 54% improvement compared to a net loss of $6,633,422 in the same period in 2024[194]. Assets and Liabilities - Total assets increased to $106.36 million as of March 31, 2025, compared to $104.85 million at December 31, 2024, reflecting a growth of approximately 1.44%[13]. - Total liabilities decreased to $25.20 million as of March 31, 2025, from $25.78 million at December 31, 2024, a decline of approximately 2.25%[15]. - Stockholders' equity increased to $81.16 million as of March 31, 2025, compared to $79.07 million at December 31, 2024, reflecting a growth of about 2.65%[15]. - As of March 31, 2025, the Company had an accumulated deficit of $42,102,970 and $2,049,638 in cash[67]. - Current liabilities decreased by 6% to $7,461,666 as of March 31, 2025, from $7,906,893 as of December 31, 2024[172]. Cash Flow - Cash and cash equivalents increased significantly to $2.05 million as of March 31, 2025, from $0.31 million at December 31, 2024[13]. - Net cash used in operating activities from continuing operations was $2,956,457, significantly reduced from $9,659,231 in the prior year[1]. - Cash provided by investing activities was $0 for the three months ended March 31, 2025, compared to $27,432,589 for the same period in 2024[182]. - Cash used in operating activities for the three months ended March 31, 2025, was $2,956,457, a decrease of 69% compared to $10,189,673 for the same period in 2024[181]. Strategic Initiatives - The company plans to divest its membership interests in Integra Pharma Solutions, LLC, and Bonum Health, Inc. to Tollo Health, Inc. for $5 million in a promissory note[28]. - The divestitures are part of a strategic realignment aimed at optimizing the company's portfolio and accelerating growth in the Branded and Specialty Pharma markets[32]. - The company anticipates using proceeds from divestitures to support high-growth commercial and strategic product development activities at Scienture, LLC[32]. Research and Development - The company has ongoing research and development expenses amounting to $574,679 for Q1 2025, indicating continued investment in innovation[17]. - Scienture, LLC is engaged in the research and development of branded pharmaceutical products, with a focus on addressing unmet medical needs[27]. - Management expects SCN-102 to achieve regulatory approval in mid-2025, with commercialization projected to begin in late 2025[93]. Debt and Financing - The company issued convertible debentures totaling $3,333,333, with an original issue discount of 10%, and recognized a debt discount of $3,333,333[94][100]. - As of March 31, 2025, the total debt of the company is $5,333,333, net of unamortized debt discount of $2,240,872, resulting in a net debt of $3,092,462[111]. - The company entered into a loan agreement with NVK Finance for $2,000,000, with an interest rate of 15.50% as of March 31, 2025[107]. Acquisitions - The Company acquired Scienture, Inc. for a total purchase consideration of $78,646,184, with goodwill recognized primarily for expected economic benefits[70]. - The preliminary purchase price allocation for the Scienture acquisition includes $21,372,960 in goodwill and $76,400,000 in intangible assets related to product technologies[72]. - The Company recorded goodwill of $21,372,960 and intangible assets valued at $76,400,000 in connection with the Scienture Merger on July 25, 2024[90]. Operational Metrics - The company reported total operating lease expenses of $36,402 for Q1 2025, compared to $12,840 in Q1 2024, reflecting a significant increase[144]. - The company has future lease obligations totaling $241,392, with a present value of future minimum lease payments at $204,762[144]. - The weighted-average remaining lease term is 3.23 years, with a discount rate of 10.90%[144].

Financial Performance - The Company reported revenues of $136,643 for the year ended December 31, 2024, a decrease of $1,227,187 or 90% compared to $1,363,830 in 2023, primarily due to the disposition of Softell's assets and operations [463][464]. - The Company incurred a net loss from continuing operations of $18,778,876 for 2024, an increase of $10,296,011 or 121% compared to a loss of $8,482,864 in 2023 [463]. - The company incurred a net loss from continuing operations of $18,244,480 for the year ended December 31, 2024, compared to a net loss of $8,482,864 for the same period in 2023 [474]. - Net income from discontinued operations increased by $36,670,988 to $27,310,278 for the year ended December 31, 2024, compared to a net loss of $9,360,710 for the same period in 2023, primarily due to the disposal of Softell assets [475]. Expenses - Cost of goods sold for 2024 was $130,638, down $1,184,162 or 90% from $1,314,800 in 2023, reflecting fewer revenue-generating operations [463][465]. - Operating expenses totaled $14,707,020 for 2024, an increase of $10,261,538 or 231% from $4,445,482 in 2023, driven by significant increases in wages, professional fees, and general administrative costs [463]. - Wages and salary expense increased by $1,484,520 to $2,111,067 for the year ended December 31, 2024, compared to $626,547 for the same period in 2023, primarily due to increased salaries of the COO and CEO and personnel from the Scienture Merger [466]. - Professional fees rose by $583,196 to $1,458,332 compared to $875,136 for the same period in 2023, mainly due to increased Board members' fees and post-acquisition professional fees of Scienture LLC [467]. - General and administrative expenses increased by $5,369,446 to $6,706,082 compared to $1,336,637 for the same period in 2023, largely due to shares issued for services valued at $4,598,294 in 2024 [469]. - Research and development expenses related to Scienture LLC were $2,236,690 for the year ended December 31, 2024, with significant costs allocated to various projects including $1,158,130 for SCN-102 (Losartan) [471]. Cash Flow and Assets - Cash used in operating activities for 2024 was $14,265,238, compared to $2,225,192 in 2023, marking an increase of $12,040,046 or 541% [458][459]. - Cash provided by investing activities for 2024 was $27,552,791, a significant increase from cash used of $275,717 in 2023, primarily due to the MMS disposition and acquisition of Scienture, Inc. [458][460]. - Cash increased to $308,096 as of December 31, 2024, compared to $314 as of December 31, 2023, driven by proceeds from asset dispositions and convertible debentures [476]. - Current assets (excluding cash) rose by 118% to $5,997,381 as of December 31, 2024, compared to $2,752,749 for the same period in 2023 [477]. Dividends and Capital Raising - The Company plans to raise additional capital through equity and debt sales, which may not be available on favorable terms, raising concerns about its ability to continue as a going concern [457]. - The company declared a special cash dividend of $8.00 per share, totaling $12,671,072, payable on March 22, 2024, funded by asset sale proceeds [479]. - A second special cash dividend of $1.50 per share, totaling $2,187,759, was declared on July 9, 2024, payable on July 22, 2024, using proceeds from asset sales [480]. Corporate Changes - The Company changed its legal name from "TRxADE HEALTH, Inc." to "Scienture Holdings, Inc." on September 20, 2024, and its common stock now trades under the ticker symbol "SCNX" effective September 23, 2024 [449][450]. - The Company is in the process of determining a divestment and winddown plan for Softell and IPS, with the Board of Directors approving this plan on January 25, 2025 [447].

Financial Performance - Revenues for the three months ended September 30, 2024, were $64,861, compared to $83,560 for the same period in 2023, representing a decrease of approximately 22.4%[6] - Gross profit for the nine months ended September 30, 2024, was $39,592, down from $162,990 in the same period of 2023, indicating a decline of about 75.8%[6] - The net loss from continuing operations for the three months ended September 30, 2024, was $(3,183,601), compared to $(88,136) for the same period in 2023, marking a significant increase in losses[6] - Basic net loss per common share from continuing operations was $(1.34) for the three months ended September 30, 2024, compared to $(0.11) for the same period in 2023[6] - The company reported a total net loss of $(3,183,601) for the three months ended September 30, 2024, compared to a net loss of $(3,525,114) for the same period in 2023[6] - The company reported a net loss from continuing operations of $11,441,764 for the nine months ended September 30, 2024, compared to a loss of $3,429,112 for the same period in 2023, indicating a significant increase in losses[8] - The company recorded a net income (loss) on discontinued operations of $27,670,294 for the nine months ended September 30, 2024, compared to a loss of $2,748,833 in the same period of 2023[40] Operating Expenses - Total operating expenses for the three months ended September 30, 2024, were $3,501,674, compared to $801,270 for the same period in 2023, reflecting an increase of approximately 337.5%[6] - Total operating expenses for the three months ended September 30, 2024, totaled $902,718, down from $4,279,019 in the same period of 2023, reflecting a 78.9% reduction[40] - Total operating expenses rose by $7,783,789 to $10,489,633, a 355% increase compared to the same period in 2023[85] Research and Development - Research and development expenses for the three months ended September 30, 2024, totaled $1,253,983, with no comparable expenses reported in the same period of 2023[6] - Research and development expenses were $1,253,983, reflecting costs associated with the Scienture merger[85] Cash and Assets - The company reported cash at the end of the period of $579,103 as of September 30, 2024, compared to $34,031 at the end of the previous period[8] - The company has a cash balance of $151,546 as of the latest reporting period[37] - Current assets (excluding cash) rose to $6,676,813 as of September 30, 2024, from $2,752,749 at the end of 2023, representing an increase of 143%[76] - The carrying amount of total assets and liabilities is reported at $2,083,743[37] Equity and Shares - The weighted average common shares outstanding for the three months ended September 30, 2024, were 2,373,848, compared to 771,192 for the same period in 2023, reflecting an increase in share count[6] - The company issued 15,759 shares pursuant to a merger agreement, contributing to an increase in common stock issued for services[7] - The Company authorized the issuance of up to 9,211,246 shares of Series X Preferred Stock, which were converted into 6,826,753 shares of common stock on September 20, 2024[53] Acquisitions and Mergers - The company completed the acquisition of Superlatus on July 31, 2023, with a total value of $225,000,169, which included 136,441 shares of common stock and 306,855 shares of Series B Preferred Stock[10] - The company entered into a merger agreement with Scienture on July 25, 2024, resulting in the issuance of 291,536 shares of common stock and 6,826,753 shares of Series X Non-Voting Convertible Preferred Stock[11] - The Company acquired Scienture, Inc. for a total purchase consideration of $78,646,184, which included 291,536 shares of common stock and 6,826,753 shares of Series X Preferred Stock[27][28] Dividends - Cash dividends paid amounted to $(12,671,072) for the period, equating to $8 per share[7] - The Company declared a special cash dividend of $8.00 per share on March 6, 2024, totaling $12,671,072, and a subsequent dividend of $1.50 per share on July 9, 2024, totaling $2,187,759[79] Debt and Financing - The Company entered into a Loan and Security Agreement for $2,000,000 with NVK Finance, LLC, with an interest rate of 15.50% as of September 30, 2024[46] - A convertible note of $360,000 was issued in August 2024, with net proceeds of $314,000 and an interest rate of 12% per annum[47] - The Company issued a promissory note to Perfect Day, Inc. for $4,400,000, which is payable upon demand after October 31, 2023[49] Legal and Settlements - The company has a legal settlement with Studebaker Defense Group, LLC for $550,000, with payments scheduled to commence in May 2023, but no payments have been received as of the filing date[63] - Scienture has a termination fee liability of $1,285,000 related to an agreement with Kesin Pharma Corporation, which remains outstanding as of September 30, 2024[65] Inventory and Receivables - As of September 30, 2024, finished goods inventory increased to $7,884,000 from $968,000 as of December 31, 2023, indicating significant growth in inventory levels[43] - As of September 30, 2024, the company has receivables of $3,302,115 from Wellgistics and $1,203,682 from APS and CSP[41] Future Outlook - The company plans to raise additional capital or secure debt funding to support ongoing operations and potential acquisitions[26] - The company anticipates future capital resources will primarily consist of cash generated from operations and additional funds raised through sales of debt and/or equity securities[76]

TAMPA, FL and COMMACK, NY, Sept. 20, 2024 (GLOBE NEWSWIRE) -- TRxADE Health, Inc. ("TRxADE") (NASDAQ: MEDS) and Scienture, LLC ("Scienture"), a wholly owned subsidiary of TRxADE, today announced that it is changing its name to Scienture Holdings, Inc. ("Scienture Holdings"), effective Monday, September 23, 2024. Scienture Holdings stock will begin trading under the new ticker symbol NASDAQ:SCNX on September 23, 2024. About TRxADE TRxADE HEALTH, INC. historically focused on health services IT assets and oper ...

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, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39199 TRxADE HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 6308 Benj ...

Company Overview - TRxADE Health, Inc. has appointed Narasimhan Mani, Ph.D., MBA as President of its subsidiary Scienture, LLC, while Shankar Hariharan, Ph.D., continues as CEO of Scienture [1][3] - Rahul Surana, Ph.D., MBA has been promoted to Executive VP and COO of Scienture, recognizing his significant contributions since the company's inception [1][3] Leadership Experience - Dr. Narasimhan Mani brings over 25 years of experience in the pharmaceutical industry, having held leadership roles in various companies including Kesin Pharma Corporation and Xiromed LLC [2] - Shankar Hariharan, the current CEO, has over 37 years of experience in the pharmaceutical sector, with a history of leading successful branded, specialty, and generic pharmaceutical businesses [3] Strategic Direction - The appointment of Dr. Mani is seen as a strategic move to enhance Scienture's capabilities in Finance, Business Strategy, and Commercial Operations, particularly as the company prepares for upcoming launches of its specialty portfolio [3] - Scienture recently completed a business combination with TRxADE Health, Inc. valued at $103 million, indicating a significant step in its growth strategy [4] Company Focus - Scienture is a New York-based branded specialty pharmaceutical company focused on developing unique specialty product concepts that provide enhanced value to patients and healthcare systems [4] - TRxADE Health, Inc. primarily operates through its subsidiary Integra Pharma Solutions, which is a licensed pharmaceutical wholesaler serving various healthcare markets [5]

Core Viewpoint - TRxADE Health, Inc. has completed a business combination with Scienture, Inc. in an all-stock transaction valued at approximately $103 million, resulting in a new entity focused on innovative branded specialty pharmaceutical products [15][19]. Company Overview - Scienture, Inc. is a private branded and specialty pharmaceutical company dedicated to developing unique specialty product concepts that enhance value for patients and healthcare systems [11][20]. - TRxADE Health, Inc. has historically focused on health services IT assets and operations aimed at digitalizing the retail pharmacy experience, with its primary operations conducted through its subsidiary, Integra Pharma Solutions, LLC [17]. Business Combination Details - The business combination is structured as a stock-for-stock exchange, where all outstanding equity securities of Scienture will be exchanged for a combination of TRxADE common stock and non-voting convertible preferred stock [7]. - Upon completion, current Scienture stockholders are expected to own approximately 82.99% of the combined company, while TRxADE stockholders are expected to own approximately 17.01% [7]. - The combined company will continue to be listed on Nasdaq and will operate under the name "Scienture Holdings, Inc." after the conversion of the non-voting convertible preferred stock [15]. Leadership and Governance - Suren Ajjarapu, the current Chairman and CEO of TRxADE, will continue to serve in the same roles for the combined company, with the existing TRxADE Board of Directors retaining their positions and two additional members designated by Scienture joining the board [23]. Strategic Focus - The combined company aims to bring to market innovative branded specialty pharmaceutical products that enhance the standard of care and add value to patients, caregivers, and the healthcare system [20][21]. - Scienture's product portfolio is supported by a leadership team with extensive experience across various operational areas, including product development and clinical operations [20].

Core Viewpoint - TRxADE Health, Inc. has completed a business combination with Scienture, Inc. in an all-stock transaction valued at approximately $103 million, with TRxADE set to change its name to Scienture Holdings, Inc. following the conversion of non-voting convertible preferred stock [1][20]. Business Combination Structure - The business combination is structured as a stock-for-stock exchange, where all outstanding equity securities of Scienture will be exchanged for TRxADE common stock and non-voting convertible preferred stock [2]. - Post-combination, current Scienture stockholders are expected to own approximately 82.99% of the combined company's equity, while TRxADE stockholders will own about 17.01% [2]. Company Profiles - Scienture, Inc. is a New York-based pharmaceutical company focused on developing unique specialty product concepts aimed at enhancing patient and healthcare system value [3][11]. - TRxADE Health, Inc. has historically focused on health services IT assets and operates primarily through its subsidiary, Integra Pharma Solutions, LLC, which is a licensed pharmaceutical wholesaler [13]. Future Plans and Strategy - The combined company will focus on bringing innovative branded specialty pharmaceutical products to market, enhancing the standard of care and adding value to patients and healthcare systems [15]. - Scienture aims to shift the dynamic of care to be more patient-centric, with a well-thought-out development and commercial strategy across various therapeutic areas [6][11]. Management and Governance - The boards of directors of both companies have unanimously approved the business combination, with Suren Ajjarapu continuing as Chairman and CEO of the combined entity [16].

Core Viewpoint - TRxADE Health, Inc. has declared a special cash dividend of $1.50 per share, utilizing proceeds from the sale of its web-based market platform assets [3] Financial Summary - The special cash dividend is payable to stockholders of record as of July 19, 2024, with payment expected on or about July 24, 2024 [3]

Core Points - TRxADE Health, Inc. has declared a special cash dividend of $1.50 per share of common stock [1] - The dividend will be paid using a portion of the proceeds from the sale of the Company's web-based market platform assets in May 2024 [1] - The dividend is payable to stockholders of record as of July 19, 2024, with payment expected on or about July 24, 2024 [1]