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Scienture Holdings, Inc.(SCNX) - 2024 Q3 - Quarterly Report

Financial Performance - Revenues for the three months ended September 30, 2024, were 64,861,comparedto64,861, 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,downfrom39,592, down from 162,990 in 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),comparedto(3,183,601), compared to (88,136) in 2023, marking a significant increase in losses[6] - The company reported a net loss per common share from continuing operations of (1.34)forthethreemonthsendedSeptember30,2024,comparedto(1.34) for the three months ended September 30, 2024, compared to (0.11) in the same period of 2023[6] - The company reported a net loss of (3,183,601)forthequarterendingSeptember30,2024[7]Thecompanyreportedanetlossfromcontinuingoperationsof(3,183,601) for the quarter ending September 30, 2024[7] - 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 3,429,112forthesameperiodin2023,indicatingasignificantincreaseinlosses[8]Thenetincome(loss)ondiscontinuedoperationsforthethreemonthsendedSeptember30,2024,was3,429,112 for the same period in 2023, indicating a significant increase in losses[8] - The net income (loss) on discontinued operations for the three months ended September 30, 2024, was 27,670,294, compared to a loss of 2,748,833inthesameperiodof2023[40]Thecompanyreportedalossonthedispositionofbusinessamountingto2,748,833 in the same period of 2023[40] - The company reported a loss on the disposition of business amounting to 2,083,742, included in income from discontinued operations, net of tax[37] Operating Expenses - Total operating expenses for the three months ended September 30, 2024, were 3,501,674,comparedto3,501,674, compared to 801,270 in the same period of 2023, reflecting an increase of approximately 337.5%[6] - Total operating expenses rose by 7,783,789to7,783,789 to 10,489,633, a 355% increase compared to the same period in 2023[85] - Research and development expenses for the three months ended September 30, 2024, were 1,253,983,withnocomparableexpensesreportedinthesameperiodof2023[6]Researchanddevelopmentexpenseswere1,253,983, with no comparable expenses reported in the same period of 2023[6] - Research and development expenses were 1,253,983 for the nine months ended September 30, 2024, compared to 0inthesameperiodof2023,duetocostsassociatedwiththeScienturemerger[85]CashFlowandAssetsCashattheendoftheperiodwas0 in the same period of 2023, due to costs associated with the Scienture merger[85] Cash Flow and Assets - Cash at the end of the period was 579,103 as of September 30, 2024, compared to 34,031attheendofthepreviousperiod[8]Thecompanyhas34,031 at the end of the previous period[8] - The company has 4,505,797 in other receivables as of September 30, 2024, primarily consisting of short-term advances to Wellgistics Health, Inc.[21] - Cash provided by investing activities for the nine months ended September 30, 2024, was 27,552,791,comparedto27,552,791, compared to 74,283 for the same period in 2023[81] - Current assets (excluding cash) rose to 6,676,813asofSeptember30,2024,comparedto6,676,813 as of September 30, 2024, compared to 2,752,749 at the end of 2023, marking an increase of 143%[77] - Current liabilities decreased to 5,413,438asofSeptember30,2024,from5,413,438 as of September 30, 2024, from 11,556,355 at the end of 2023, representing a reduction of 53%[77] Equity and Stock Transactions - The company executed a 1:15 reverse stock split on June 21, 2023, to comply with Nasdaq Listing Rule 5550(a)(2)[18] - The company issued common stock for services totaling 4,450,914duringthereportingperiod[7]TheCompanyissued291,536sharesofcommonstockand6,826,753sharesofSeriesXPreferredStockaspartoftheScientureMergerAgreement,withatotalfairvalueof4,450,914 during the reporting period[7] - The Company issued 291,536 shares of common stock and 6,826,753 shares of Series X Preferred Stock as part of the Scienture Merger Agreement, with a total fair value of 78,646,184[56] - The Company authorized the issuance of up to 9,211,246 shares of Series X Preferred Stock, convertible into common stock[53] Acquisitions and Mergers - The company completed the acquisition of Superlatus on July 31, 2023, with a total value of 225,000,169,whichincluded136,441sharesofcommonstockand306,855sharesofSeriesBPreferredStock[10]ThecompanyenteredintoamergeragreementwithScientureonJuly25,2024,resultingintheissuanceof291,536sharesofcommonstockand6,826,753sharesofSeriesXNonVotingConvertiblePreferredStock[11]TheCompanyacquiredScienture,Inc.foratotalpurchaseconsiderationof225,000,169, 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] Strategic Changes - The company anticipates dissolving Bonum Health, LLC, which was formed to hold telehealth assets, indicating a strategic shift in focus[9] - The company plans to commercialize innovative and branded pharmaceutical products in the US market through its subsidiary Scienture, targeting unmet medical needs[9] - The company plans to raise additional funding through equity sales and debt to support ongoing operations and potential acquisitions[79] Legal and Compliance - The company won a legal case against Studebaker Defense Group, LLC, with a court order for 550,000,butnopaymentshavebeenreceivedasofthefilingdate[63]Thecompanyhasaterminationfeeliabilityof550,000, but no payments have been received as of the filing date[63] - The company has a termination fee liability of 1,285,000 related to the agreement with Kesin Pharma Corporation, which remains outstanding as of September 30, 2024[65] Debt and Financing - The Company entered into a Loan and Security Agreement for 2,000,000withNVKFinance,LLC,withaninterestrateof15.502,000,000 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 314,000andamonthlyamortizationpaymentof314,000 and a monthly amortization payment of 7,200 starting six months after issuance[47] - The Company has accrued interest on its loans totaling $18,432 as of December 31, 2023[51]