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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~~September 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~~None

(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~~40,~~131~~630,~~180]~~815 shares of the registrant’s common stock outstanding on ~~August~~November 12, 2025.

Scienture Holdings, Inc. formerly TRxADE HEALTH, INC.

FORM 10-Q

For the Quarter Ended ~~June~~September 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 2327 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 3337 ITEM 4. CONTROLS AND PROCEDURES 3337 PART II. OTHER INFORMATION 3438 ITEM 1. LEGAL PROCEEDINGS 3438 ITEM 1A. RISK FACTORS 3438 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 3438 ITEM 3. DEFAULTS UPON SENIOR SECURITIES 3539 ITEM 4. MINE SAFETY DISCLOSURES 3539 ITEM 5. OTHER INFORMATION 3539 ITEM 6. EXHIBITS 3640

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “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~~ 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~~limited ~~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~~September 30, 2025 and December 31, 2024

(Unaudited)

	June 30, 2025			December 31, 2024
	September 30,			December 31,
	2025			2024
ASSETS
Current assets:
Cash	$	15355,~~391~~692		$	308,096
Accounts receivable, net		-590,050			11,106
Prepaid expenses		286,648			4,560
Inventory		234,521			-
Prepaid expenses		240,811			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~~1,~~625~~421,074			6,305,477
Property, plant and equipment, net		16,~~500~~000			17,500
Deposits		~~22,039~~-			22,039
Notes receivable - related party		5,000,000			-
Notes receivable		5,000,000			-
Interest receivable, related party		62,500			-
Interest receivable		62,500			-
Intangible assets, net		76,400,000			76,400,000
Goodwill		21,372,960			21,372,960
Operating lease right-of-use assets		2923,~~814~~360			201,433
Deferred tax asset		534,396			534,396
Total assets	$	104,~~294~~830,~~834~~290		$	104,853,805
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	3,~~136~~672,~~436~~860		$	2,898,683
Accrued liabilities		1984,~~800,093~~825			1,313,731
Other current liabilities		~~5,441~~-			5,441
Loan payable, related party		~~515~~531,000			415,000
Convertible note, net of debt discount - current portion		2,000,000			2,285,423
Operating lease liability - current		2824,~~056~~137			63,334
Warrant liability		~~197~~138,~~827~~624			919,935
Current liabilities of discontinued operations		~~5,346~~-			5,346
Total current liabilities		7,~~688~~351,~~199~~446			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		2622,~~434~~160,~~370~~659			25,781,684
Commitments and contingencies (Note 15)		-			-
Stockholders’ equity (deficit):
Series A preferred stock, $0.00001 par value; 0 and 9,211,246 shares authorized; 0 shares issued and outstanding as of both June 30, 2025 and December 31, 2024		-			-
Series A preferred stock, $0.00001 par value; 0 and 9,211,246 shares authorized; 0 shares issued and outstanding as of both September 30, 2025 and December 31, 2024		-			-
Series B preferred stock, $0.00001 par value; 787,754 shares authorized; 15,759 shares issued and outstanding as of both June 30, 2025 and December 31, 2024		-			-
Series B preferred stock, $0.00001 par value; 787,754 shares authorized; 15,759 shares issued and outstanding as of both September 30, 2025 and December 31, 2024		-			-
Series C preferred stock, $0.00001 par value; 1,000 shares authorized; 0 shares issued and outstanding as of both June 30, 2025 and December 31, 2024		-			-
Series C preferred stock, $0.00001 par value; 1,000 shares authorized; 0 shares issued and outstanding as of both September 30, 2025 and December 31, 2024		-			-
Series X preferred stock, $0.00001 par value; 9,211,246 shares authorized; 0 shares issued and outstanding as of both June 30, 2025 and December 31, 2024		-			-
Series X preferred stock, $0.00001 par value; 9,211,246 shares authorized; 0 shares issued and outstanding as of both September 30, 2025 and December 31, 2024		-			-
preferred stock, value		-			-
Preferred stock		-			-
Common stock, $0.00001 par value; 100,000,000 shares authorized; 16,131,180 and 8,750,582 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively		161			87
Common stock, $0.00001 par value; 100,000,000 shares authorized; 23,132,260 and 8,750,582 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively		231			87
Additional paid-in capital		~~126~~135,~~683~~100,~~845~~304			118,111,007
Accumulated deficit		(4852,~~823~~430,~~543~~904	)		(39,038,973	)
Total stockholders’ equity		7782,~~860~~669,~~464~~631			79,072,121
Total liabilities and stockholders’ equity	$	104,~~294~~830,~~834~~290		$	104,853,805

The accompanying notes are an integral part of the unaudited consolidated financial statements.

Table of Contents

Scienture Holdings, Inc. formerly TRxADE HEALTH, INC.

Condensed Consolidated Statements Of Operations

For the Three and ~~Six~~Nine Months Ended ~~June~~ September 30, 2025 and 2024

(Unaudited)

	2025			2024			2025			2024
	Three Months Ended						~~Six~~Nine Months Ended
	June 30,						June 30,
	September 30,						September 30,
	2025			2024			2025			2024
Revenues	$	-590,050		$	1864,~~699~~861		$	10600,~~258~~308		$	1883,~~699~~560
Cost of sales		-			19,402			9,585			19,402
Cost of goods sold		15,429			60,978			25,014			80,380
Gross profit (loss)		-			(703	)		673			(703	)
Gross profit		574,621			3,883			575,294			3,180
Operating expenses:
Wage and salary expense		~~773~~251,~~739~~747			~~312~~708,~~049~~977			1,~~469~~721,~~807~~554			~~534~~1,~~644~~243,621
Professional fees		~~209~~1,~~763~~320,845			~~509~~593,~~136~~364			~~622~~1,~~613~~943,458			~~688~~1,~~689~~282,053
Accounting and legal expense		~~381~~1,~~683~~018,737			~~171~~619,~~708~~227			~~852~~1,~~508~~871,245			~~510~~1,~~755~~129,982
Technology expense		219,~~408~~756			86157,~~674~~474			8392,~~028~~784			~~138~~295,~~289~~763
General and administrative		2,~~927~~165,~~764~~398			~~415~~168,~~421~~649			46,~~283~~449,~~712~~110			5,~~115~~284,~~582~~231
Research and development		~~843~~169,~~549~~344			-1,253,983			1,~~418~~587,~~228~~572			-1,253,983
Total operating expenses		54,~~157~~935,~~906~~827			13,~~494~~501,~~988~~674			813,~~729~~665,~~896~~723			610,~~987~~489,~~959~~633
Operating loss		(54,~~157~~361,~~906~~206	)		(13,~~495~~497,~~691~~791	)		(813,~~729~~090,~~223~~429	)		(610,~~988~~486,~~662~~453	)
Non-operating income (expense):
Change in fair value of warrant liability		7659,~~122~~203			~~(165~~502,~~132~~178	)		~~722~~781,~~108~~311			(~~895~~392,~~021~~843	)
Change in fair value of derivative liability		~~(662~~2,~~916~~356,428	)		-			~~(59~~2,~~594~~296,834	)		-
Loss on conversion of note payable		-43,200			-			(9653,~~646~~446	)		-
Loss on disposition of subsidiaries		~~(385~~97,~~528~~324	)		-			(~~385~~288,~~528~~204	)		-
Interest income		631,~~148~~120			4129,~~031~~445			8889,~~590~~710			~~103~~133,~~952~~397
Loss on disposal of asset		-			-			-			(374,968	)
Interest expense		(~~653~~1,~~493~~803,430	)		(4217,~~949~~433	)		(13,~~324~~127,~~277~~707	)		(~~103~~320,~~464~~897	)
Total non-operating expense		(1753,~~562,667~~845	)		~~(129~~314,~~050~~190	)		(1301,~~055,347~~502	)		(1955,~~269,501~~311	)
Net loss from continuing operations		(63,~~720~~607,~~573~~361	)		(13,~~624~~183,~~741~~601	)		(913,~~784~~391,~~570~~931	)		(811,~~258~~441,~~163~~764	)
Benefit / (provision) for income taxes		-			-			-			-
Net loss from continuing operations, net of tax		(63,~~720~~607,~~573~~361	)		(13,~~624~~183,~~741~~601	)		(913,~~784~~391,~~570~~931	)		(811,~~258~~441,~~163~~764	)
Net (loss) income from discontinued operations, net of tax		-			(209,161	)		-			27,670,294
Net income from discontinued operations, net of tax		-			-			-			27,670,294
Net (loss) income	$	(63,~~720~~607,~~573~~361	)	$	(13,~~833~~183,~~902~~601	)	$	(913,~~784~~391,~~570~~931	)	$	1916,~~412~~228,~~131~~530
Net loss per common share from continuing operations
Basic	$	(0.4819	)	$	(1.1634	)	$	(0.8394	)	$	(67.7510	)
Diluted	$	(0.4819	)	$	(1.1634	)	$	(0.8394	)	$	(67.7510	)
Net (loss) income per common share from discontinued operations
Basic	$	-		$	~~(0.15~~-	)	$	-		$	2217.6017
Diluted	$	-		$	~~(0.15~~-	)	$	-		$	1914.0264
Net (loss) income per common share
Basic	$	(0.4819	)	$	(1.3034	)	$	(0.8394	)	$	1510.8607
Diluted	$	(0.4819	)	$	(1.3034	)	$	(0.8394	)	$	138.3559
Weighted average common shares outstanding
Basic		1418,~~141~~957,~~443~~653			12,~~406~~373,~~348~~848			1114,~~844~~269,~~024~~905			1,~~224~~611,~~337~~221
Diluted		1418,~~141~~957,~~443~~653			12,~~406~~373,~~348~~848			1114,~~844~~269,~~024~~905			1,~~454~~889,~~558~~504

The accompanying notes are an integral part of the unaudited consolidated financial statements.

Table of Contents

Scienture Holdings, Inc. formerly TRxADE HEALTH, INC.

Condensed Consolidated Statements of Changes in Stockholders’ Equity

(Unaudited)

	Shares		Amount		Shares			Amount		Shares			Amount			~~Capital~~Shares		~~Deficit~~Amount			~~Equity~~Capital			Deficit			Equity
	Series B				Series C					~~Common~~Series X						~~Additional~~Common					~~Total~~Additional						Total
	Preferred Stock				Preferred Stock					Preferred Stock						~~Paid-in~~Stock		~~Accumulated~~			~~Stockholders’~~Paid-in			Accumulated			Stockholders’
	Shares		Amount		Shares			Amount		Shares			Amount			~~Capital~~Shares		~~Deficit~~Amount			~~Equity~~Capital			Deficit			Equity
Balances at December 31, 2023		15,759	$	-		290		$	-		~~905,008~~-		$	9-		$	33905,~~788,284~~008	$	~~(33,245,940~~9	)	$	~~542~~33,~~353~~788,284		$	(33,245,940	)	$	542,353
Common stock issued for services		-		-		-			-		~~470,482~~-			5-			4470,~~450,914~~482		-5			4,450,~~919~~914			-			4,450,919
Options exercised for common shares		-		-		-			-		~~2,371~~-			-			92,~~840~~371		-			9,840			-			9,840
Warrants exercised for cash		-		-		-			-		~~28,487~~-			-			1628,~~567~~487		-			16,567			-			16,567
Options expense		-		-		-			-		-			-			~~24,266~~-		-			24,266			-			24,266
Cash dividends paid ($8 per share)		-		-		-			-		-			-			-		~~(12,671,072~~-	)		~~(12,671,072~~-	)		(12,671,072	)		(12,671,072	)
Net income		-		-		-			-		-			-			-		~~21,246,033~~-			~~21,246,033~~-			21,246,033			21,246,033
Balances at March 31, 2024		15,759		-		290			-		~~1,406,348~~-		$	14-			381,~~289~~406,~~871~~348		~~(24,670,979~~14	)		1338,~~618~~289,~~906~~871			(24,670,979	)		13,618,906
Options expense		-		-		-			-		-			-			~~444~~-		-			444			-			444
Net loss		-		-		-			-		-			-			-		~~(1,833,902~~-	)		~~(1,833,902~~-	)		(1,833,902	)		(1,833,902	)
Balances at June 30, 2024		15,759	$	-		290		$	-		~~1,406,348~~-		$	14-		$	381,~~290~~406,~~315~~348	$	~~(26,504,881~~14	)	$	1138,~~785~~290,~~448~~315			(26,504,881	)		11,785,448
Balances at December 31, 2024		15,759	$	-		-		$	-		8,750,582		$	87		$	118,111,007	$	(39,038,973	)	$	79,072,121
Cash dividends paid ($1.50 per share)		-		-		-			-		-			-			-		-			-			(2,187,759	)		(2,187,759	)
Common stock issued for services		-		-		-			-		240,000			2			1,079,998		-			1,080,000
Conversion of Series C preferred stock into common stock		-		-		(290	)		-		-			-			52,158		1			(1	)		-			-
Common stock issued for cash pursuant to ELOC agreement, net of offering costs		-		-		-			-		2,800,000			28			2,691,439		-			2,691,467
Issuance of shares pursuant to Merger		-		-		-			-		6,826,753			68			291,536		3			78,646,113			-			78,646,184
Equity line of commitment shares issued		-		-		-			-		450,437			5			971,727		-			971,732
Conversion of Series X preferred stock into common stock		-		-		-			-		(6,826,753	)		(68	)		6,826,753		68			-			-			-
Conversion of note payable into common stock		-		-		-			-		274,000			3			410,997		-			411,000
Warrants issued with convertible note		-		-		-			-		-			-			-		-			71,332			-			71,332
Options expense		-		-		-			-		-			-			437		-			437
Warrants exercised for shares		-		-		-			-		-			-			28,571		-			-			-			-
Net loss		-		-		-			-		-			-			-		(3,063,997	)		(3,063,997	)
Options expense		-		-		-			-		-			-			-		-			437			-			437
Balances at March 31, 2025		15,759		-		-			-		12,515,019			125			123,265,605		(42,102,970	)		81,162,760
Net loss		-		-		-			-		-			-			-		-			-			(3,183,601	)		(3,183,601	)
Balance		15,759		-		-			-		12,515,019			125			123,265,605		(42,102,970	)		81,162,760
Balances at September 30, 2024		15,759	$	-		-		$	-		-		$	-			8,605,366	$	86		$	117,008,196		$	(31,876,241	)	$	85,132,041
Common stock issued for services		-		-		-			-		3,002,086			30			2,701,223		-			2,701,253
Balances at December 31, 2024		15,759	$	-		-		$	-		-		$	-			8,750,582	$	87		$	118,111,007		$	(39,038,973	)	$	79,072,121
Equity line of commitment shares issued		-		-		-			-		614,075			6			554,580		-			554,586
Common stock issued for services		-		-		-			-		-			-			240,000		2			1,079,998			-			1,080,000
Options expense		-		-		-			-		-			-			162,438		-			162,438
Common stock issued for cash pursuant to ELOC agreement, net of offering costs		-		-		-			-		-			-			2,800,000		28			2,691,439			-			2,691,467
Net loss		-		-		-			-		-			-			-		(6,720,573	)		(6,720,573	)
Equity line of commitment shares issued		-		-		-			-		-			-			450,437		5			971,727			-			971,732
Net income (loss)		-		-		-			-		-			-			-		(6,720,573	)		(6,720,573	)
Conversion of note payable into common stock		-		-		-			-		-			-			274,000		3			410,997			-			411,000
Balances at June 30, 2025		15,759	$	-		-		$	-		16,131,180		$	161		$	126,683,845	$	(48,823,543	)	$	77,860,464
Options expense		-		-		-			-		-			-			-		-			437			-			437
Balance		15,759	$	-		-		$	-		16,131,180		$	161		$	126,683,845	$	(48,823,543	)	$	77,860,464
Net loss		-		-		-			-		-			-			-		-			-			(3,063,997	)		(3,063,997	)
Balances at March 31, 2025		15,759		-		-			-		-			-			12,515,019		125			123,265,605			(42,102,970	)		81,162,760
Common stock issued for services		-		-		-			-		-			-			3,002,086		30			2,701,223			-			2,701,253
Equity line of commitment shares issued		-		-		-			-		-			-			614,075		6			554,580			-			554,586
Options expense		-		-		-			-		-			-			-		-			162,438			-			162,438
Net loss		-		-		-			-		-			-			-		-			-			(6,720,573	)		(6,720,573	)
Balances at June 30, 2025		15,759		-		-			-		-			-			16,131,180		161			126,683,845			(48,823,543	)		77,860,464
Balance		15,759		-		-			-		-			-			16,131,180		161			126,683,845			(48,823,543	)		77,860,464
Common stock issued for services		-		-		-			-		-			-			418,064		4			442,233			-			442,237
Common stock issued for cash, net of offering costs		-		-		-			-		-			-			4,303,614		43			6,316,689			-			6,316,732
Cancellation of stock options and issuance of common stock		-		-		-			-		-			-			2,000,000		20			1,512,974						1,512,994
Warrants exercised for shares		-		-		-			-		-			-			279,402		3			(3	)		-			-
Options expense		-		-		-			-		-			-			-		-			144,565			-			144,565
Net loss		-		-		-			-		-			-			-		-			-			(3,607,361	)		(3,607,361	)
Net income (loss)		-		-		-			-		-			-			-		-			-			(3,607,361	)		(3,607,361	)
Balances at September 30, 2025		15,759	$	-		-		$	-		-		$	-			23,132,260	$	231		$	135,100,304		$	(52,430,904	)	$	82,669,631
Balance		15,759	$	-		-		$	-		-		$	-			23,132,260	$	231		$	135,100,304		$	(52,430,904	)	$	82,669,631

The accompanying notes are an integral part of the unaudited consolidated financial statements

Table of Contents

Scienture Holdings, Inc. formerly TRxADE HEALTH, INC.

Condensed Consolidated Statements of Cash Flows

For The ~~Six~~Nine Months Ended ~~June~~September 30, 2025 and 2024

(Unaudited)

	2025			2024
	Six Months Ended
	Nine Months Ended
	June 30,
	September 30,
	2025			2024
Cash flows from operating activities:
Net loss from continuing operations	$	(913,~~784~~391,~~570~~931	)	$	(811,~~258~~441,~~163~~764	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		1,~~000~~500			12,000
Change in fair value of warrant liability		(~~722~~781,~~108~~311	)		~~895~~392,~~021~~843
Change in fair value of derivative liability		59(2,~~594~~296,834	)		-
Loss on conversion of note payable		9653,~~646~~446			-
Loss on disposition of subsidiaries		~~385~~214,~~528~~486			-
Options expense		162,874			24,710
Stock-based compensation		1,820,433			25,147
Common stock issued for services		34,~~781~~223,~~253~~490			4,450,919
Amortization of debt discount		~~994~~2,~~640~~749,989			-13,180
Amortization of right-of-use assets		2935,~~481~~935			1537,~~666~~302
Interest income		(62,500	)		-
Changes in operating assets and liabilities:
Accounts receivable, net		11(578,~~106~~944	)		(1310,~~091~~430	)
Prepaid expenses and deposits		(~~282~~214,~~088~~212	)		(~~758~~735,~~167~~897	)
Inventory		-(234,521	)		(56,~~471~~916	)
Other receivables		(80,469	)		(13,~~006~~281,095	)
Lease liability		(3036,~~514~~979	)		(1537,~~900~~141	)
Accounts payable		~~(45~~662,~~084~~381	)		~~(736~~453,~~748~~969	)
Accrued liabilities		~~486~~(285,~~362~~706	)		~~270~~(384,~~796~~900	)
Current liabilities		-(5,441	)		(62,390	)
Net cash used in operating activities from continuing operations		(48,~~998~~207,~~849~~188	)		(510,~~197~~585,~~913~~173	)
Net cash provided by (used in) operating activities from discontinued operations		82,~~145~~799			(~~769~~770,~~805~~653	)
Net cash used in operating activities		(48,~~990~~204,~~704~~389	)		(511,~~967~~355,~~718~~826	)
Cash flows from investing activities:
Cash received in acquisition		-			132,976
Acquisition of property and equipment		-			(12,000	)
Investment in securities		-			(2,500,000	)
Net cash used in investing activities from continuing operations		-			(2,~~500~~379,~~000~~024	)
Net cash provided by investing activities from discontinued operations		-			29,931,815
Net cash provided by investing activities		-			27,~~431~~552,~~815~~791
Cash flows from financing activities:
Repayment of contingent liability		-			(1,246,346	)
Proceeds from loan payable, related party		~~100~~116,000			-
Gross proceeds from issuance of common stock		4,597,999			-
Proceeds from convertible note		-			314,000
Cash dividends paid		-			(12,671,072	)
Repayment of convertible notes		(3,333,333	)		-
Gross proceeds from issuance of common stock		11,469,318			-
Cash dividends paid		-			(14,858,831	)
Proceeds from exercise of warrants		-			16,567
Proceeds from exercise of options		-			9,840
Deferred offering costs		-			-
Net cash provided by (used in) financing activities from continuing operations		8,251,985			(15,764,770	)
Net cash provided by (used in) financing activities from continuing operations		4,697,999			(13,891,011	)
Net cash used in financing activities from discontinued operations		-			(5,000	)
Net cash provided by (used in) financing activities		48,~~697~~251,~~999~~985			(1315,~~896~~769,~~011~~770	)
Net change in cash		~~(292~~47,~~705~~596	)		7427,~~568,086~~195
Cash at beginning of period		308,096			151,~~907~~908
Cash at end of period	$	15355,~~391~~692		$	7579,~~719,993~~103
Supplemental disclosure of cash flow information:
Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	-
Supplemental disclosure of non-cash investing and financing activities:
Issuance of shares pursuant to Merger	$	-		$	78,646,184
Assets acquired in connection with Merger	$	-		$	194,554
Liabilities assumed in connection with Merger	$	-		$	5,797,117
Insurance premium financed	$	-		$	198,245
Deferred offering costs	$	-		$	69,444
Warrants issued with convertible note	$	-		$	71,332
Conversion of note payable into common stock	$	411,000		$	-
Equity line of commitment shares issued as offering costs	$	1,526,318		$	-
Issuance of note receivable in exchange for other receivables	$	5,000,000		$	-
Insurance premium financed	$	-		$	198,245
Deferred offering costs included in accrued expenses	$	-		$	69,444

The accompanying notes are an integral part of the unaudited consolidated financial statements.

Table of Contents

NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION

Overview

On September 20, 2024, changed its legal name from “TRxADE HEALTH, Inc.” to “Scienture Holdings, Inc.” As of ~~June~~September 30, 2025, the Company ~~owned~~ owned all equity interests of Bonum Health, LLC and Scienture, LLC (f/k/a Scienture, Inc.) (“Scienture”). Scienture was acquired in July 2024.

Bonum Health, LLC was formed to hold certain telehealth assets acquired in October 2019. The “Bonum Health Hub” was launched in February 2020; however, the Company does not anticipate installations moving forward. On April 30, 2025, the Company completed the sale of Bonum Health, ~~LLC~~ LLC in the near future.

Scienture a New York based branded, specialty pharmaceutical research company which is engaged in the research and development of branded pharmaceutical products. The intellectual property application process was initiated in November 2019 and the product development activities commenced in January 2020. Scienture also plans to foray into commercialization of innovative and branded pharmaceutical products in the US market. Scienture’s assets in development are across therapeutics areas and indications and cater to different market segments. Scienture’s mission is to identify, develop and bring to market innovative technology-based products to address unmet medical needs. Its targeted portfolio consists of short term and long-term opportunities with efficient development, regulatory, and go to market strategies.

Disposition of Legacy Subsidiaries

The Company previously owned ~~all~~ all equity interests in Softell Inc. (f/k/a Trxade Inc.) (“Softell”), Softell’s wholly owned subsidiary, ~~Integra~~ Integra Pharma Solutions, LLC (“IPS”), and Bonum Health, Inc. As described below, these subsidiaries were disposed of of during the three months ending June 30, 2025.

On October 4, 2024, the Company and Softell entered into an Assignment and Assumption of Membership Interests (the “IPS Assignment Agreement”), pursuant to which the Company transferred, and Softell accepted, 100% of the membership interests of IPS. As a result, IPS became a wholly-owned subsidiary of Softell. During the year ended December 31, 2023, and a portion of the quarter ended March 31, 2024, Softell, operated a web-based market platform that enabled commerce among healthcare buyers and sellers of pharmaceuticals, accessories and services. IPS is a licensed pharmaceutical wholesaler and sells brand, generic and non-drug products to customers. IPS’ customers range across healthcare markets including government organizations, hospitals, clinics and independent pharmacies nationwide.

Bonum Health, Inc. was formed to provide an overall healthcare experience comparable to a primary care practitioner, and an online portal as a personal electronic medical record and scheduling system was available on a subscription basis, primarily as a stand-alone telehealth software application that could be licensed on a business-to-business (B2B) model to clients as an employment health benefit for the clients’ employees.

On April 8, 2025, Softell entered into a Membership Interest Purchase Agreement (the “IPS MIPA”) with Tollo Health, LLC (“Tollo”), pursuant to which Tollo agreed to purchase and the Company agreed to sell all of the Company’s membership interests in IPS.

On April 8, 2025, the Company also entered into a Stock Purchase Agreement (the “Bonum and Softell SPA” and together with the IPS MIPA, the “Agreements) with Tollo, pursuant to which Tollo agreed to purchase and the Company agreed to sell all issued and outstanding shares of common stock of Bonum Health, Inc. and Softell. Suren Ajjarapu, the Company’s former Chief Executive Officer, and Prashant Patel, the Company’s former President and Chief Operating Officer, each had a beneficial interest in Tollo at the time the Company entered into the each of the Agreements.

In connection with each of the Agreements, the Company agreed to retain certain excluded liabilities of IPS, Softell and Bonum Health, Inc. including all liabilities: (i) related to, in connection with or arising out of any claims, charges, complaints, actions, suits, settlements, hearings, investigations, proceedings, or governmental or regulatory inquiries with respect to IPS, Softell or Bonum Health, Inc., respectively, prior to the closing under the applicable Agreement; (ii) related to, in connection with or arising out of any breach by the Company of the applicable Agreement or any other agreements and documents required to be delivered by the Company; (iii) not disclosed by the Company in accordance with each Agreement; (iv) related to any actions threatened or initiated by a governmental entity against IPS, Softell, or Bonum Health, Inc., respectively; and (v) related to tax returns or tax matters of the Company, IPS , Softell, or Bonum Health, Inc., respectively, for any periods prior to closing under the applicable Agreement.

As consideration for ~~acquiring~~ acquiring IPS, Softell, and Bonum Health, Inc., Tollo paid the Company $5 million, and delivered the consideration in the form of a promissory note bearing interest at the prime rate. The promissory note matures on June 30, 2030, and a balloon payment is due on or before that date. However, Tollo is required to pay 20% of the proceeds of a future equity financing toward repayment of the principal and accrued but unpaid interest owed under the promissory note. On June 24, 2025, the promissory note was assigned by Tollo to Integral Health, Inc., which (at the time of the assignment) was owned by Suren Ajjarapu, the Company’s former Chief Executive Officer, and Prashant Patel, the Company’s former President and Chief Operating Officer as of ~~June~~September 30, 2025.

On April 30, 2025, the Company completed the sale of its subsidiaries, IPS, Softell and Bonum Health, Inc., to Tollo in exchange for the $5,000,000 promissory note bearing generally described above. In connection with the transaction, the Company recorded a $5,000,000 promissory note receivable, and derecognized subsidiaries’ accounts payable of $117,162, other receivables of $4,219,239, operating lease right-of-use assets of $142,138, operating lease liability of $158,687 and a related party note receivable of $1,300,000. As such, the Company recognized a loss on disposition of $385,528.

The divestitures are part of a broader strategic realignment at the Company designed to sharpen operational focus and unlock long-term value. It is aligned with the Company’s commitment to streamline its core operations, optimize its portfolio, and accelerate growth in the Branded and Specialty Pharma markets. The Company intends to use the proceeds obtained from the divestment to facilitate the high-growth commercial and strategic product development activities at its Scienture subsidiary.

Basis of Presentation and Principles of Consolidation

The accompanying unaudited interim condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules of the SEC and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on March 26, 2025.

Table of Contents

In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. All significant intercompany balances and transactions have been eliminated in consolidation. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements that would substantially duplicate the disclosures contained in the audited financial statements for the year ended December 31, 2024, as reported in the Company’s Annual Report on Form 10-K have been omitted.

Use of Estimates

The preparation of condensed consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses in the reporting period. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from its estimates. Significant estimates for the ~~six~~ nine months ended ~~June~~ September 30, 2025 and 2024 include the valuation of intangible assets, including goodwill, and gain (losses) on dispositions.

~~Fair~~Revision ~~Value~~ of Previously Issued Financial ~~Instruments~~Statements for Correction of Immaterial Errors

~~Certain~~During ~~assets~~the ~~and~~three ~~liabilities~~months ofended September 30, 2025, the Company ~~are~~identified ~~carried~~and atcorrected ~~fair~~an ~~value~~immaterial ~~under~~error ~~GAAP.~~impacting ~~Fair~~additional ~~value~~paid-in capital, isdebt, ~~defined~~and asrelated ~~the~~other ~~exchange~~expense ~~price~~originally ~~that~~recorded ~~would~~in ~~be received~~the ~~for~~first anand ~~asset~~second orquarters ~~paid~~of to2025. ~~transfer~~Specifically, a$1.6 million ~~liability~~of ~~(an~~debt ~~exit~~repayment ~~price)~~proceeds inwere ~~the~~incorrectly ~~principal~~netted oragainst ~~most~~equity ~~advantageous~~in ~~market~~the ~~for~~first ~~the~~quarter ~~asset~~of or2025, ~~liability~~ resulting in an understatement ~~orderly~~of ~~transaction~~stockholders’ ~~between~~equity ~~market~~and ~~participants~~an onoverstatement ~~the~~of ~~measurement date~~liabilities. ~~Valuation~~The ~~techniques~~related ~~used~~income tostatement ~~measure~~impact ~~fair~~included ~~value must maximize~~a ~~the~~$0.2 million ~~use~~understatement of ~~observable~~net ~~inputs~~loss ~~and~~in ~~minimize~~ the ~~use~~first ofquarter ~~unobservable~~and ~~inputs~~a $0.4 million ~~Financial~~overstatement ~~assets~~of ~~and~~net ~~liabilities~~loss ~~carried~~in atYTD ~~fair~~Q2. ~~value~~The ~~are~~ cumulative correction to beboth ~~classified~~the ~~and~~condensed ~~disclosed~~consolidated inbalance ~~one~~sheets and statements of ~~the~~operations ~~following~~was ~~three~~recorded ~~levels~~in of the ~~fair~~current ~~value~~period. ~~hierarchy,~~As of ~~which~~September ~~the~~30, ~~first~~2025, ~~two are considered observable and~~ the ~~last~~related isdebt ~~considered~~was ~~unobservable:~~fully repaid.

●Management assessed ~~Level~~the ~~1—Quoted~~materiality ~~prices~~of inthe ~~active~~error ~~markets~~on ~~for~~both ~~identical~~a ~~assets~~quantitative orand ~~liabilities.~~qualitative ~~● Level 2—Observable inputs (other than Level 1 quoted prices)~~basis, ~~such as quoted prices~~ in ~~active~~accordance ~~markets~~with ~~for~~SEC ~~similar~~Staff ~~assets~~Accounting orBulletin No. ~~liabilities~~99, ~~quoted~~Materiality, ~~prices~~codified in ~~markets~~ASC ~~that~~Topic ~~are~~250, ~~not~~Accounting ~~active~~Changes ~~for~~and ~~identical~~Error orCorrections. ~~similar~~Management ~~assets~~concluded ~~or liabilities, or other inputs~~ that ~~are~~the error ~~observable~~and orrelated ~~can~~impacts bedid ~~corroborated~~not byresult ~~observable~~in ~~market~~a ~~data.~~material ●misstatement ~~Level~~of ~~3—Unobservable~~the ~~inputs~~Company’s ~~that~~previously ~~are~~issued ~~supported~~interim byfinancial ~~little~~statements for orthe nothree ~~market~~months ~~activity~~ended ~~that~~March ~~are~~31, ~~significant~~2025, toor ~~determining~~ the ~~fair~~three ~~value~~and ofsix ~~the~~months ~~assets~~ended orJune ~~liabilities~~30, ~~including pricing models, discounted cash flow methodologies and similar techniques~~2025.

~~The carrying~~Fair ~~amounts~~Value ~~for cash, accounts receivable, accounts payable, accrued liabilities, and other current liabilities approximate their fair value because~~ of ~~their~~Financial ~~short-term maturity. The Company’s notes payables approximate the fair value of such instruments as the notes bear interest rates that are consistent with current market rates.~~Instruments

~~The~~Certain assets and liabilities of the Company’s ~~derivative~~are ~~liability~~carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a ~~Level~~liability 3(an exit price) in the principal or most advantageous market for the asset or liability ~~measured~~in atan orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value onmust amaximize ~~recurring~~the ~~basis~~use of ~~(see~~observable ~~Note~~inputs 8)and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:

~~Concentration~~ ● Level 1—Quoted prices in active markets for identical assets or liabilities. ● Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. ● Level 3—Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of ~~Credit~~the ~~Risks~~assets or liabilities, including pricing models, discounted cash flow methodologies and ~~Major~~similar ~~Customers~~techniques.

~~Financial instruments~~The ~~that~~carrying ~~potentially~~amounts ~~subject~~for cash, ~~the~~accounts ~~Company~~receivable, toaccounts ~~credit~~payable, ~~risk~~accrued ~~consist~~liabilities, ~~principally of cash~~ and ~~cash~~other ~~equivalents~~current ~~and~~liabilities ~~receivables. The~~approximate ~~Company~~their ~~places~~fair ~~its~~value ~~cash~~because of ~~and~~their ~~cash~~short-term ~~equivalents with financial institutions~~maturity. ~~Deposits~~The ~~are~~Company’s ~~insured~~notes topayables ~~Federal~~approximate ~~Deposit Insurance Corporation limits. During~~ the ~~three~~fair ~~and~~value ~~six~~of ~~months~~such ~~ended~~instruments ~~June~~as ~~30,~~the ~~2025~~notes ~~and~~bear ~~2024,~~interest rates nothat ~~sales~~are toconsistent ~~customers~~with ~~represented~~current ~~greater~~market ~~than 10% of revenue~~rates.

~~Accounts~~The Company’s derivative ~~Receivable,~~liability ~~net~~is a Level 3 liability measured at fair value on a recurring basis (see Note 8).

~~The Company’s~~Concentration ~~receivables~~of ~~are~~Credit ~~from~~Risks ~~customers~~ and ~~are typically collected within 90 days. The Company determines the allowance based~~Major ~~on known troubled accounts, historical experience, and other currently available evidence.~~Customers

9Financial instruments that potentially subject the Company to credit risk consist principally of cash and cash equivalents and receivables. The Company places its cash and cash equivalents with financial institutions. Deposits are insured to Federal Deposit Insurance Corporation limits. During the three and nine months ended September 30, 2025 and 2024, two customers accounted for 96.39% of revenue.

~~Table~~Accounts ofReceivable, ~~Contents~~net

~~Deferred~~Accounts receivable represent ~~Offering~~amounts ~~Costs~~due from wholesale distributors for the sale of pharmaceutical products. These receivables are recorded at the invoiced amount, net of estimated variable consideration including rebates, chargebacks, discounts, and other gross-to-net sales adjustments, consistent with the Company’s revenue recognition policy.

~~The~~Payment terms are generally ~~Company~~net ~~complies~~90 ~~with~~days from the ~~requirements~~date of ~~Accounting~~invoice. ~~Standards~~The ~~Codification~~Company ~~(“ASC”)~~monitors ~~340-10-S99-1~~the ~~with~~creditworthiness ~~regards to~~of ~~offering~~its ~~costs.~~customers ~~Prior~~and toevaluates the ~~completion~~collectability of outstanding anreceivables ~~offering,~~on ~~offering~~an ~~costs~~ongoing ~~are capitalized~~basis. The ~~deferred~~Company ~~offering~~estimates ~~costs~~expected ~~are~~credit ~~charged~~losses ~~to additional~~on ~~paid-in~~trade ~~capital~~receivables orin asaccordance with aASC ~~discount~~326 tousing ~~debt,~~an asallowance ~~applicable,~~for ~~upon~~credit ~~the~~losses ~~completion~~(“ACL”). ofThe anACL ~~offering~~reflects ormanagement’s toestimate ~~expense~~of iflifetime ~~the offering~~expected iscredit ~~not~~losses ~~completed.~~based Ason ofhistorical ~~June~~loss 30experience, ~~2025~~current conditions, ~~the~~and ~~Company~~reasonable ~~has~~and ~~capitalized~~supportable ~~$554,586 in~~forecasts. ~~deferred~~Trade ~~offering~~receivables ~~costs.~~are pooled ~~During~~by ~~the~~similar ~~six~~risk ~~months~~characteristics. ~~ended~~Balances ~~June 30,~~are ~~2025,~~written ~~$534,800 of~~off ~~deferred~~when ~~offering~~deemed ~~costs~~uncollectible, ~~capitalized~~and asrecoveries ofare ~~December~~recorded ~~31,~~when ~~2024,~~received. ~~were~~The ~~charged~~Company tomonitors ~~additional~~credit ~~paid-in~~risk ~~capital~~primarily ~~upon~~through ~~the~~aging ~~Company’s~~and ~~equity~~customer-specific ~~offering~~evaluations.

~~Acquisitions~~9

~~The Company~~Table ~~accounts for acquisitions and investments in businesses as business combinations if the target meets the definition~~ of a business and (a) the target is a variable interest entity and the Company is the target’s primary beneficiary, and therefore the Company must consolidate its financial statements, or (b) the Company acquires more than 50% of the voting interest of the target and it was not previously consolidated. The Company records business combinations using the acquisition method of accounting, which requires all the assets acquired and liabilities assumed to be recorded at fair value as of the acquisition date. The excess of the purchase price over the estimated fair values of the net tangible and intangible assets acquired is recorded as goodwill.Contents

The application of the acquisition method of accounting for business combinations requires management to make significant estimates and assumptions in the determination of the fair value of assets acquired and liabilities assumed in order to properly allocate purchase price consideration between assets that are depreciated and amortized from goodwill. The fair value assigned to tangible and intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation procedures and techniques. Significant assumptions and estimates include, but are not limited to, the cash flows that an asset is expected to generate in the future, the appropriate weighted-average cost of capital, and the cost savings expected to be derived from acquiring an asset, if applicable.Inventory

If Inventory is stated at the lower ~~actual~~of ~~results~~cost ~~differ~~or ~~from~~net ~~the~~realizable ~~estimates~~value. ~~and~~Cost ~~judgments~~is ~~used~~determined inusing ~~these~~the ~~estimates~~first-in, ~~the~~first-out ~~amounts~~method ~~recorded~~and inincludes the ~~Company’s~~purchase ~~financial~~price, ~~statements~~inbound ~~may~~freight, beand ~~exposed~~other tocosts ~~potential~~directly ~~impairment~~attributable ofto the ~~intangible~~acquisition ~~assets~~of ~~and~~finished ~~goodwill~~goods.

~~If the~~Inventories ~~Company’s~~primarily ~~investment~~consist of ~~involves~~finished ~~the~~pharmaceutical ~~acquisition~~products ofheld anfor ~~asset~~sale. orThe ~~group~~Company ofregularly ~~assets~~evaluates ~~that~~inventory ~~does~~for ~~not~~obsolescence ~~meet~~and ~~the~~slow-moving ~~definition~~items ofand records a ~~business~~reserve, ~~the~~ ~~transaction~~if isnecessary, ~~accounted~~to ~~for~~write asdown aninventories ~~asset~~to ~~acquisition.~~their Anestimated ~~asset~~net ~~acquisition~~realizable isvalue. ~~recorded~~Factors atconsidered ~~cost,~~in ~~which~~the ~~includes~~valuation include ~~capitalizing~~current ~~transaction costs~~market conditions, ~~and~~historical ~~does~~sales ~~not~~trends, ~~result~~product inexpiration ~~the~~dates, ~~recognition~~and ofprojected ~~goodwill~~demand.

~~On July~~Inventory ~~25,~~write-downs ~~2024,~~are recorded ~~the~~as ~~Company~~a ~~acquired~~component ~~intangible assets~~ of ~~$76,400,000~~cost ~~and recognized goodwill~~ of ~~$21,372,960~~goods ~~pursuant~~sold toand ~~the~~are ~~Scienture acquisition~~not ~~(see~~reversed ~~Note~~if ~~3). The acquired goodwill represents~~ the market value ~~in excess~~ of the ~~net~~inventory ~~assets~~subsequently ~~and liabilities acquired at the acquisition date~~increases.

~~Goodwill~~Deferred Offering Costs

~~Goodwill~~The Company complies with isthe anrequirements ~~asset~~of ~~representing~~Accounting ~~the~~Standards ~~excess~~Codification ~~cost~~(“ASC”) ~~over~~340-10-S99-1 ~~the~~with ~~fair~~regards ~~market~~to ~~value~~offering costs. Prior to the completion of ~~net~~an ~~assets~~offering, ~~acquired~~offering incosts ~~business~~are ~~combinations~~capitalized. InThe ~~accordance~~deferred ~~with Intangibles~~offering -costs ~~Goodwill~~are ~~and~~charged ~~Other~~to ~~(Topic~~additional ~~350),~~paid-in capital ~~goodwill~~or isas ~~not~~a ~~amortized~~discount ~~but~~to isdebt, ~~tested~~as ~~annually~~applicable, ~~for~~upon ~~impairment~~the orcompletion onof an ~~interim~~offering ~~basis when~~or ~~indicators~~to ofexpense ~~potential~~if ~~impairment~~the ~~exist.~~offering ~~Goodwill~~ is ~~tested~~not ~~for~~completed. ~~impairment~~As of atSeptember 30, 2025, the ~~reporting~~Company ~~unit~~has ~~level.~~capitalized ~~The~~$0 ~~Company’s~~in ~~reporting units~~deferred ~~discrete~~offering ~~financial~~costs. ~~information~~During isthe ~~available~~nine ~~and~~months ~~management~~ended ~~regularly~~September ~~reviews~~30, ~~the~~2025, ~~operating~~$1,089,386 of ~~results.~~deferred ~~For~~offering ~~purposes~~costs, ofincluding ~~impairment testing~~$534,800 ~~goodwill~~capitalized isas ~~allocated~~of toDecember ~~the~~31, ~~applicable~~2024, ~~reporting~~were ~~units~~charged ~~based~~to onadditional paid-in capital upon the Company’s ~~reporting~~equity ~~structure~~offering.

The Company has the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. Qualitative factors assessed for each of the applicable reporting units include, but are not limited to, changes in macroeconomic conditions, industry and market considerations, cost factors, discount rates, competitive environments and financial performance of the reporting units. If the qualitative assessment indicates that it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value, a quantitative test is required.Acquisitions

The Company ~~also~~accounts ~~has~~for acquisitions ~~the~~and ~~option~~investments toin ~~proceed~~businesses ~~directly~~as tobusiness ~~the~~combinations ~~quantitative~~if ~~test.~~the ~~Under~~target meets the ~~quantitative~~definition ~~impairment~~of ~~test,~~a ~~the~~business ~~estimated~~and ~~fair~~(a) the target ~~value~~is ofa ~~each~~variable ~~reporting~~interest ~~unit~~entity and the Company is ~~compared~~the totarget’s ~~its~~primary ~~carrying~~beneficiary, ~~value~~and therefore the Company must consolidate its financial statements, ~~including~~or ~~goodwill.~~(b) Ifthe Company acquires more than 50% of the ~~carrying~~voting ~~value~~interest of the ~~reporting~~target ~~unit~~and ~~including goodwill~~it ~~exceeds~~was ~~its~~not ~~fair~~previously ~~value,~~consolidated. The anCompany ~~impairment~~records ~~charge~~business ~~equal~~combinations tousing the ~~excess~~acquisition ~~would~~method beof ~~recognized~~accounting, upwhich torequires aall ~~maximum~~the ~~amount~~assets ofacquired ~~goodwill~~and ~~allocated~~liabilities assumed to ~~that~~be ~~reporting~~recorded ~~unit~~at fair value as of the acquisition date. ~~Management~~The ~~can~~excess ~~resume~~of the ~~qualitative~~purchase ~~assessment~~price inover ~~any~~the ~~subsequent~~estimated ~~period~~fair ~~for~~values ~~any~~of ~~reporting~~the net ~~unit~~tangible and intangible assets acquired is recorded as goodwill.

AsThe application of the acquisition method of ~~June~~accounting ~~30,~~for ~~2025,~~business combinations requires management ~~performed~~to amake ~~qualitative~~significant ~~impairment~~estimates ~~assessment~~and assumptions in the determination of ~~our~~the ~~reporting~~fair ~~units,~~value of ~~which~~assets ~~there~~acquired ~~were~~and ~~no indications~~liabilities ~~that~~assumed itin ~~was~~order ~~more~~to ~~likely~~properly ~~than~~allocate ~~not~~purchase price consideration between assets that ~~the~~are depreciated and amortized from goodwill. The fair value ofassigned ~~our~~to ~~reporting~~tangible ~~units~~and ~~were~~intangible ~~less~~assets ~~than~~acquired ~~their~~and ~~respective~~liabilities assumed ~~carrying~~are based on management’s estimates and assumptions, as well as other information compiled by management, including valuations ~~values~~that utilize customary valuation procedures and techniques. AsSignificant ~~such,~~assumptions aand ~~quantitative~~estimates ~~goodwill~~include, ~~test~~but ~~was~~are not ~~required~~limited to, ~~and~~the cash noflows ~~goodwill~~that ~~impairment~~an ~~was~~asset ~~recognized~~is ~~during~~expected to generate in the ~~three~~future, the appropriate weighted-average cost of capital, and ~~six~~the cost savings ~~months~~expected ~~ended~~to ~~June~~be ~~30,~~derived ~~2025~~from ~~and~~acquiring ~~2024~~an asset, if applicable.

~~Intangible~~If the actual results differ ~~Assets~~from the estimates and judgments used in these estimates, the amounts recorded in the Company’s financial statements may be exposed to potential impairment of the intangible assets and goodwill.

~~In connection~~If ~~with~~ the ~~Scienture~~Company’s ~~acquisition,~~investment involves the ~~Company~~acquisition ~~identified~~of ~~product~~an ~~technologies~~asset ~~assets.~~or ~~The~~group ~~product technologies represent a broad range~~ of ~~novel~~assets ~~product~~that ~~candidates~~does ~~including~~not ~~new~~meet ~~potential~~the ~~treatments~~definition ~~for~~of ~~hypertension,~~a ~~migraine~~business, ~~pain~~the ~~and~~transaction ~~thrombosis~~is ~~and~~accounted for ~~other~~as ~~related disorders~~an asset acquisition. ~~Each~~An ofasset ~~the~~acquisition ~~product~~is ~~technologies~~recorded ~~are~~at incost, ~~various~~which ~~phases~~includes ofcapitalizing ~~development~~transaction costs, and ~~had~~does not ~~achieved~~result in ~~regulatory~~the ~~approval~~recognition as of ~~the valuation date~~goodwill.

10On July 25, 2024, the Company acquired intangible assets of $76,400,000 and recognized goodwill of $21,372,960 pursuant to the Scienture acquisition (see Note 3). The acquired goodwill represents the value in excess of the net assets and liabilities acquired at the acquisition date.

~~Table of Contents~~Goodwill

~~The product~~Goodwill ~~technologies~~is ~~are~~an ~~505(b)(2)~~asset ~~products~~representing the ~~and~~excess ~~represent~~cost ~~modifications~~over ~~and~~the ~~new~~fair ~~delivery~~market ~~methods~~value of ~~already~~net ~~approved~~assets ~~drugs~~acquired ~~(rather~~in ~~than novel~~business ~~drug~~combinations. ~~compounds/formulations/treatments~~In ~~which~~accordance ~~require~~with ~~significant~~Intangibles ~~regulatory~~- ~~approvals~~ Goodwill and ~~testing).~~Other ~~These~~(Topic ~~assets~~350), ~~should~~goodwill beis not amortized ~~over~~ ~~their~~but ~~expected~~is ~~remaining~~tested ~~economic~~annually ~~life.~~for ~~The~~impairment ~~product~~or ~~technology~~on ~~assets~~an ~~will~~interim ~~remain~~basis ~~unamortized,~~when ~~subject~~indicators toof potential impairment exist. Goodwill is tested for impairment ~~testing, until~~at the ~~assets~~reporting ~~are~~unit ~~placed~~level. inThe ~~service,~~Company’s ~~which~~reporting isunits ~~when~~discrete ~~commercialization~~financial information ofis ~~the~~available ~~product~~and ~~commences.~~management Atregularly ~~that~~reviews ~~point,~~ the ~~assets~~operating ~~will~~results. beFor ~~amortized over~~purposes ~~their~~of ~~expected~~impairment ~~remaining~~testing, ~~life~~goodwill ~~(likely~~is aallocated to ~~period~~the ofapplicable ~~15-20~~reporting ~~years~~units based on the ~~patent~~reporting ~~lives)~~structure.

~~Impairment~~The Company has the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of ~~Long-Lived~~a ~~Assets~~reporting unit is less than its carrying value. Qualitative factors assessed for each of the applicable reporting units include, but are not limited to, changes in macroeconomic conditions, industry and market considerations, cost factors, discount rates, competitive environments and financial performance of the reporting units. If the qualitative assessment indicates that it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value, a quantitative test is required.

The Company ~~continually~~also ~~monitors~~has ~~events~~the option ~~and~~to ~~changes~~proceed indirectly ~~circumstances~~to ~~that~~the ~~could~~quantitative ~~indicate carrying amounts of long-lived assets may not be recoverable~~test. ~~When~~Under ~~such~~the ~~events~~quantitative orimpairment ~~changes in circumstances are present~~test, the ~~Company~~estimated ~~assesses~~fair ~~the~~value ~~recoverability~~ of ~~long-lived~~each ~~assets by~~reporting ~~determining~~unit ~~whether~~is ~~the~~compared to its carrying value, ofincluding ~~such assets will be recovered through undiscounted expected future cash flows~~goodwill. If the ~~total~~ carrying value of the ~~future~~reporting ~~cash~~unit ~~flows~~including isgoodwill ~~less~~exceeds ~~than~~its fair ~~the carrying amount of those assets~~value, ~~the Company recognizes~~ an impairment ~~loss~~charge ~~based~~equal onto the excess of ~~the~~would ~~carrying~~be ~~amount~~recognized, ~~over~~up ~~the~~to ~~fair~~a ~~value~~maximum amount of ~~the~~goodwill ~~assets.~~allocated ~~Assets~~ to bethat ~~disposed~~reporting unit. ofManagement ~~are~~can ~~reported~~resume at the ~~lower~~qualitative ofassessment ~~the~~in ~~carrying~~any ~~amount~~subsequent ~~or the~~period ~~fair~~for ~~value~~any ~~less~~reporting ~~costs to sell~~unit.

~~The~~As of September 30, 2025, ~~Company~~management ~~did~~performed a qualitative impairment assessment of our reporting units, of which there were no indications that it was more likely than not ~~record~~that anthe fair value of our reporting units were less than their respective carrying values. As such, a quantitative goodwill test was not required, and no goodwill impairment ~~charge~~was ~~for~~recognized during the three and ~~six~~nine months ended ~~June~~September 30, 2025 and 2024.

~~Stock-Based Compensation~~Intangible Assets

~~The Company~~In ~~accounts~~connection ~~for~~with ~~stock-based~~the ~~compensation~~Scienture acquisition, tothe ~~employees~~Company inidentified ~~accordance~~product ~~with~~technologies ~~ASC 718, “Compensation-Stock Compensation~~assets.~~” ASC~~ ~~718~~The ~~requires~~product ~~companies~~technologies torepresent ~~measure~~a ~~the~~broad ~~cost~~range of ~~employee~~novel ~~services~~product ~~received~~candidates including innew ~~exchange~~potential treatments for ~~an award of equity instruments~~hypertension, ~~including stock options~~migraine, ~~based~~pain onand ~~the~~thrombosis ~~grant date fair value of the award~~ and toother ~~recognize~~related itdisorders. asEach ~~compensation~~of ~~expense over~~ the ~~period~~product ~~the employee~~technologies isare ~~required to provide service~~ in ~~exchange~~various ~~for~~phases ~~the~~of ~~award,~~development ~~usually~~and ~~the~~had ~~vesting~~not ~~period.~~achieved ~~Stock~~regulatory ~~option~~approval ~~forfeitures~~as ~~are recognized at the date~~ of ~~employee termination. Effective January 1, 2019,~~ the ~~Company~~valuation ~~adopted Accounting Standards Update (“ASU”) 2018-07 for the accounting of share-based payments granted to non-employees for goods and services~~date.

~~Leases~~10

~~The Company~~Table ~~accounts for its leases under ASC 842, “Leases.” Under this guidance, arrangements meeting the definition~~ of a lease are classified as operating or financing leases, and are recorded on the consolidated balance sheet as both a right of use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right of use asset result in straight-line rent expense over the lease term. For finance leases, interest on the lease liability and the amortization of the right of use asset results in front-loaded expense over the lease term. Variable lease expenses are recorded when incurred.Contents

InThe product technologies ~~calculating~~are ~~the~~505(b)(2) ~~right~~products ofand ~~use~~represent ~~asset~~modifications and ~~lease~~new ~~liability,~~delivery ~~the~~methods ~~Company~~of ~~has~~already ~~elected~~approved todrugs ~~combine~~(rather ~~lease~~than novel drug compounds/formulations/treatments which require significant regulatory approvals and ~~non-lease~~testing). ~~components~~These assets should be amortized over their expected remaining economic life. The ~~Company excludes~~product ~~short-term~~technology ~~leases~~assets ~~having~~will ~~initial~~remain ~~terms~~unamortized, ofsubject 12to ~~months~~potential orimpairment ~~less~~testing, ~~from~~until the ~~new~~assets ~~guidance~~are asplaced anin service, ~~accounting~~which ~~policy~~is ~~election~~when commercialization of the product commences. At that point, ~~and~~the ~~recognizes rent~~assets ~~expense~~will onbe amortized over their expected remaining life (likely a ~~straight~~period of 15-~~line~~20 ~~basis~~years ~~over~~based on the ~~lease~~patent ~~term~~lives).

~~Research &~~Impairment ~~Development~~of ~~Expenses~~Long-Lived Assets

~~Research~~The Company continually monitors events and ~~development~~changes ~~costs~~in ~~are~~circumstances ~~expensed~~that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the ~~period~~Company ~~incurred~~assesses inthe ~~accordance~~recoverability ~~with~~of ~~ASC~~long-lived ~~730,~~assets ~~“Research~~by ~~and~~determining ~~Development~~whether the carrying value of such assets will be recovered through undiscounted expected future cash flows.” ~~These~~If ~~expenses~~the ~~consist~~ total of ~~independent~~the ~~contractor~~future ~~costs,~~cash ~~costs~~flows ~~for~~is ~~outsourced~~less than ~~analytical~~the ~~research~~carrying ~~and~~amount ~~development~~of ~~activities~~those assets, ~~batch~~the ~~manufacturing~~Company ~~cost~~recognizes ~~and,~~an ~~advisory~~impairment loss based on the excess of the carrying amount over the ~~costs~~fair asvalue aof ~~part~~the assets. Assets to be disposed of ~~research,~~are ~~market~~reported ~~research~~at ~~costs~~the ~~and~~lower ~~other~~of ~~regulatory~~the ~~consulting~~carrying amount or the fair value less costs to sell.

~~Income~~The Company did not record ~~(loss)~~an ~~Per~~impairment ~~Common~~charge ~~Share~~for the three and nine months ended September 30, 2025 and 2024.

Basic net income per common share is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding. Diluted net income per common share is computed similar to basic net income per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The dilutive effect of the Company’s options and warrants is computed using the treasury stock method. As of June 30, 2025, we had 238,594 outstanding warrants and 2,270,672 stock options, each exercisable for shares of common stock, as well as 15,759 shares of Series B Preferred Stock-Based ~~outstanding.~~Compensation

The Company accounts for ~~following~~stock-based ~~table~~compensation ~~sets~~to ~~forth~~employees in accordance with ASC 718, “Compensation-Stock Compensation.” ASC 718 requires companies to measure the ~~computation~~cost of ~~basic~~employee services received in exchange for an award of equity instruments, including stock options, based on the grant date fair value of the award and ~~diluted~~to ~~loss~~recognize ~~per~~it as compensation expense over the period the employee is required to provide service in exchange for the award, usually the vesting period. Stock option forfeitures are recognized at the date of employee termination. Effective January 1, 2019, the Company adopted Accounting Standards Update (“ASU”) 2018-07 for the accounting of share:-based payments granted to non-employees for goods and services.

~~SCHEDULE OF BASIC AND DILUTIVE LOSS PER SHARE~~ Leases

	2025			2024			2025			2024
	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2025			2024			2025			2024
Numerator:
Net loss from continuing operations	$	(6,720,573	)	$	(1,624,741	)	$	(9,784,570	)	$	(8,258,163	)
Net income (loss) on discontinued operations		-			(209,161	)		-			27,670,294
Net income (loss)	$	(6,720,573	)	$	(1,833,902	)	$	(9,784,570	)	$	19,412,131
Denominator:
Denominator for EPS – weighted average shares
Basic		14,141,443			1,406,348			11,844,024			1,224,337
Diluted		14,141,443			1,406,348			11,844,024			1,454,558
Net loss per common share from continuing operations
Basic	$	(0.48	)	$	(1.16	)	$	(0.83	)	$	(6.75	)
Diluted	$	(0.48	)	$	(1.16	)	$	(0.83	)	$	(6.75	)
Net (loss) income per common share from discontinued operations
Basic	$	-		$	(0.15	)	$	-		$	22.60
Diluted	$	-		$	(0.15	)	$	-		$	19.02
Net (loss) income
Basic	$	(0.48	)	$	(1.30	)	$	(0.83	)	$	15.86
Diluted	$	(0.48	)	$	(1.30	)	$	(0.83	)	$	13.35

The Company accounts for its leases under ASC 842, “Leases.” Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases, and are recorded on the consolidated balance sheet as both a right of use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right of use asset result in straight-line rent expense over the lease term. For finance leases, interest on the lease liability and the amortization of the right of use asset results in front-loaded expense over the lease term. Variable lease expenses are recorded when incurred.

~~Income~~In calculating the right ~~Taxes~~of use asset and lease liability, the Company has elected to combine lease and non-lease components. The Company excludes short-term leases having initial terms of 12 months or less from the new guidance as an accounting policy election, and recognizes rent expense on a straight-line basis over the lease term.

~~The Company’s~~Research ~~provision~~& ~~for~~Development income taxes was $0 for the three and six months ended June 30, 2025 and 2024. The income tax provisions for these periods are based upon estimates of annual income (loss), annual permanent differences and statutory tax rates in the various jurisdictions in which the Company operates. For all periods presented, the Company utilized net operating loss carryforwards to offset the impact of any taxable income. The Company’s tax rate differs from the applicable statutory rates due primarily to the establishment of a valuation allowance, utilization of deferred and the effect of permanent differences and adjustments.Expenses

11Research and development costs are expensed in the period incurred in accordance with ASC 730, “Research and Development.” These expenses consist of independent contractor costs, costs for outsourced analytical research and development activities, batch manufacturing cost and, advisory costs as a part of research, market research costs and other regulatory consulting costs.

~~Table~~Income of(loss) ~~Contents~~Per Common Share

~~Recently~~Basic net income per common ~~Issued~~share ~~Accounting~~is ~~Pronouncements~~computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding. Diluted net income per common share is computed similar to basic net income per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The dilutive effect of the Company’s options and warrants is computed using the treasury stock method. As of September 30, 2025, we had 177,536 outstanding warrants and 20,676 stock options, each exercisable for shares of common stock, as well as 15,759 shares of Series B Preferred Stock outstanding.

In November 2024, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2024-03, Income Statement — Reporting Comprehensive Income (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires public business entities to disclose in tabular format the nature of certain expenses that are included in specific income statement line items. The ~~objective~~following oftable ~~the~~sets ~~standard~~forth ~~is to provide greater transparency into~~ the ~~types of costs incurred by an entity, particularly in areas such as cost of revenue and selling, general,~~computation ~~and administrative expenses. The ASU requires disaggregation~~ of ~~relevant~~basic ~~expense captions by natural classification, including amounts for inventory purchases, employee compensation, depreciation~~ and ~~intangible~~diluted ~~asset~~loss ~~amortization.~~per ~~are also required to disclose total selling expenses and define what is included in that category.~~share:

~~The~~SCHEDULE ~~guidance~~OF isBASIC ~~effective~~AND ~~for annual~~DILUTIVE ~~periods~~LOSS ~~beginning~~PER after December 15, 2026, and interim periods within annual periods beginning after December 15, 2027. Early adoption is permitted. The standard must be applied on a prospective basis, with retrospective application permitted as an option.SHARE

The Company is currently evaluating the impact of this standard on its disclosures and anticipates it will result in additional footnote disclosures, but does not expect the adoption to have a material impact on its consolidated financial position, results of operations, or cash flows.

	2025			2024			2025			2024
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2025			2024			2025			2024
Numerator:
Net loss from continuing operations	$	(3,607,361	)	$	(3,183,601	)	$	(13,391,931	)	$	(11,441,764	)
Net income on discontinued operations		-			-			-			27,670,294
Net (loss) income	$	(3,607,361	)	$	(3,183,601	)	$	(13,391,931	)	$	16,228,530
Denominator:
Denominator for EPS – weighted average shares
Basic		18,957,653			2,373,848			14,269,905			1,611,221
Diluted		18,957,653			2,373,848			14,269,905			1,889,504
Net loss per common share from continuing operations
Basic	$	(0.19	)	$	(1.34	)	$	(0.94	)	$	(7.10	)
Diluted	$	(0.19	)	$	(1.34	)	$	(0.94	)	$	(7.10	)
Net income per common share from discontinued operations
Basic	$	-		$	-		$	-		$	17.17
Diluted	$	-		$	-		$	-		$	14.64
Net (loss) income
Basic	$	(0.19	)	$	(1.34	)	$	(0.94	)	$	10.07
Diluted	$	(0.19	)	$	(1.34	)	$	(0.94	)	$	8.59

~~Management does~~Income not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances.Taxes

~~NOTE~~The Company’s provision 2for –income ~~GOING~~taxes ~~CONCERN~~was $0 for the three and nine months ended September 30, 2025 and 2024. The income tax provisions for these periods are based upon estimates of annual income (loss), annual permanent differences and statutory tax rates in the various jurisdictions in which the Company operates. For all periods presented, the Company utilized net operating loss carryforwards to offset the impact of any taxable income. The Company’s tax rate differs from the applicable statutory rates due primarily to the establishment of a valuation allowance, utilization of deferred and the effect of permanent differences and adjustments.

The accompanying interim consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business within one year after the date the consolidated financial statements are issued. In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Update No. 2014-15, “Presentation of Financial Statements - Going Concern” (Subtopic 205-40), our management evaluates whether there are conditions or events, considered in aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements are issued.11

~~As of~~Table ~~June 30, 2025, the Company had an accumulated deficit~~ of ~~$48,823,543. As of June 30, 2025, the Company had $15,391 in cash.~~Contents

~~The Company~~Recently ~~will~~Issued ~~need~~Accounting to raise additional capital or secure debt funding to support on-going operations, and to fund the operations of any businesses or assets we acquire. The sources of this capital are expected to be the sale of equity and debt, which may not be available on favorable terms, if at all, and may, if sold, cause significant dilution to existing stockholders. If we are unable to access additional capital moving forward, it may hurt our ability to grow and to generate future revenues, our financial position, and liquidity. These factors raise substantial doubt about the ability of the Company to continue as a going concern. Unless management is able to obtain additional financing, it is unlikely that the Company will be able to meet its funding requirements during the next 12 months. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.Pronouncements

~~NOTE~~In November 2024, the Financial 3Accounting –Standards ~~ACQUISITIONS~~Board ~~AND~~(FASB) ~~DISPOSITIONS~~issued Accounting Standards Update (ASU) No. 2024-03, Income Statement — Reporting Comprehensive Income (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires public business entities to disclose in tabular format the nature of certain expenses that are included in specific income statement line items. The objective of the standard is to provide greater transparency into the types of costs incurred by an entity, particularly in areas such as cost of revenue and selling, general, and administrative expenses. The ASU requires disaggregation of relevant expense captions by natural classification, including amounts for inventory purchases, employee compensation, depreciation and intangible asset amortization. are also required to disclose total selling expenses and define what is included in that category.

~~Acquisitions~~The guidance is effective for annual periods beginning after December 15, 2026, and interim periods within annual periods beginning after December 15, 2027. Early adoption is permitted. The standard must be applied on a prospective basis, with retrospective application permitted as an option.

~~Scienture~~The Company is currently evaluating the impact of this standard on its disclosures and anticipates it will result in additional footnote disclosures, but does ~~Inc~~not expect the adoption to have a material impact on its consolidated financial position, results of operations, or cash flows.

~~The Company~~Management ~~evaluated~~does ~~the~~not ~~Agreement~~believe that ~~and~~any ~~Plan~~recently ~~of Merger~~issued, ~~dated~~but ~~July~~not ~~25,~~yet ~~2024~~effective, byaccounting ~~and~~standards ~~among~~could ~~the~~have Company, MEDS Merger Sub I, Inc., MEDS Merger Sub II, LLC, and Scienture (the “Scienture Merger Agreement”) pursuant to ASC 805 and ASU 2017-01, Topic 805, “Business Combinations.” The Company first determined that Scienture met the definition of a ~~business~~material aseffect iton ~~includes inputs and a substantive process that together significantly contribute to~~ the ~~ability~~accompanying ~~to create outputs. Scienture’s results of operations are included in the Company’s consolidated~~ financial statements ~~from the date of acquisition~~. As ~~The~~new ~~acquisition method of~~ accounting ~~requires,~~ ~~among~~pronouncements ~~other~~are ~~things~~issued, ~~that~~ the assets acquired and liabilities assumed in a business combination be measured at their estimated respective fair values as of the closing date of the acquisition. Goodwill recognized in connection with this transaction represents primarily the potential economic benefits that the Company believes may arise from the acquisition. The purchase price allocation is preliminary and could be significantly revised as a result of additional information obtained regarding assets acquired and liabilities assumed and revisions of estimates of fair values of tangible assets and related deferred tax assets and liabilities. The Company will ~~finalize~~ ~~its~~adopt ~~valuation~~those ~~and~~that ~~the~~are ~~allocation~~applicable ofunder the ~~purchase price, along with required retrospective adjustments, if any, within a year following the acquisition date~~circumstances.

OnNOTE ~~July~~2 ~~25,~~– ~~2024,~~GOING the parties consummated the mergers contemplated by the Scienture Merger Agreement (together, the “Scienture Merger”) and the Company issued 291,536 shares of common stock and 6,826,753 shares of Series X Preferred Stock at the closing. The aggregate fair value of the purchase price consideration was $78,646,184. The fair value was determined by the underlying stock price of the common stock on the date of the Scienture Merger, which was $11.63 per share, which was utilized for both the issuance of common and preferred stock after evaluating the terms of the Series X Preferred Stock. The Company also applied a discount for lack of marketability of 5% due to certain lock-up terms on the shares issued.CONCERN

The accompanying interim ~~following~~consolidated ~~summarizes~~financial statements have been prepared assuming that the ~~purchase~~Company ~~price~~will ~~consideration~~continue as a going concern, which contemplates realization of assets and the ~~preliminary~~satisfaction ~~purchase~~of ~~price~~liabilities ~~allocation~~in asthe normal course of business within one year after the ~~acquisition~~date the consolidated financial statements are issued. In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Update No. 2014-15, “Presentation of Financial Statements - Going Concern” (Subtopic 205-40), our management evaluates whether there are conditions or events, considered in aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date: that the financial statements are issued.

~~SCHEDULE~~As of September 30, 2025, OFthe ~~PURCHASE~~Company ~~PRICE~~had ~~ALLOCATION~~ an accumulated deficit of $52,430,904. As of September 30, 2025, the Company had $355,692 in cash.

	July 25, 2024
Purchase consideration:
Common stock	$	3,221,245
Series X preferred stock		75,424,939
Total purchase consideration	$	78,646,184
Purchase price allocation:
Cash	$	132,976
Operating lease right-of-use assets		61,578
Goodwill		21,372,960
Intangible assets - product technologies		76,400,000
Accounts payable		(987,097	)
Accrued liabilities		(1,198,134	)
Loan payable, related party		(265,000	)
Lease liability		(61,886	)
Development agreement liability		(1,285,000	)
Long-term convertible notes		(2,000,000	)
Deferred tax liability		(13,524,213	)
Net assets acquired	$	78,646,184

The Company will need to raise additional capital or secure debt funding to support on-going operations, and to fund the operations of any businesses or assets we acquire. The sources of this capital are expected to be the sale of equity and debt, which may not be available on favorable terms, if at all, and may, if sold, cause significant dilution to existing stockholders. If we are unable to access additional capital moving forward, it may hurt our ability to grow and to generate future revenues, our financial position, and liquidity. These factors raise substantial doubt about the ability of the Company to continue as a going concern. Unless management is able to obtain additional financing, it is unlikely that the Company will be able to meet its funding requirements during the next 12 months. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Goodwill is primarily attributable to the go-to-market synergies that are expected to arise as a result of the acquisition and other intangible assets that do not qualify for separate recognition. The goodwill is not deductible for tax purposes.12

~~Unaudited Pro~~Table ~~Forma~~of ~~Financial Information~~Contents

~~The following~~NOTE ~~unaudited~~3 ~~pro~~– ~~forma~~ACQUISITIONS ~~financial~~AND information presents the Company’s financial results as if the Scienture Merger had occurred as of January 1, 2024. The unaudited pro forma financial information is not necessarily indicative of what the financial results actually would have been had the acquisitions been completed on this date. In addition, the unaudited pro forma financial information is not indicative of, nor does it purport to project, the Company’s future financial results. The pro forma information does not give effect to any estimated and potential cost savings or other operating efficiencies that could result from the acquisition:DISPOSITIONS

~~SCHEDULE OF PRO FORMA FINANCIAL INFORMATION~~ Acquisitions

	Three Months Ended			Six Months Ended
	June 30, 2024			June 30, 2024
Revenue	$	18,699		$	518,699
Net loss from continuing operations	$	1,624,741		$	(9,473,638	)
Net loss from continuing operations per share	$	(1.16	)	$	(7.74	)

Scienture, Inc.

12The Company evaluated the Agreement and Plan of Merger, dated July 25, 2024, by and among the Company, MEDS Merger Sub I, Inc., MEDS Merger Sub II, LLC, and Scienture (the “Scienture Merger Agreement”) pursuant to ASC 805 and ASU 2017-01, Topic 805, “Business Combinations.” The Company first determined that Scienture met the definition of a business as it includes inputs and a substantive process that together significantly contribute to the ability to create outputs. Scienture’s results of operations are included in the Company’s consolidated financial statements from the date of acquisition. The acquisition method of accounting requires, among other things, that the assets acquired and liabilities assumed in a business combination be measured at their estimated respective fair values as of the closing date of the acquisition. Goodwill recognized in connection with this transaction represents primarily the potential economic benefits that the Company believes may arise from the acquisition. The purchase price allocation is preliminary and could be significantly revised as a result of additional information obtained regarding assets acquired and liabilities assumed and revisions of estimates of fair values of tangible assets and related deferred tax assets and liabilities. The Company will finalize its valuation and the allocation of the purchase price, along with required retrospective adjustments, if any, within a year following the acquisition date.

~~Table~~On July 25, 2024, the parties consummated the mergers contemplated by the Scienture Merger Agreement (together, the “Scienture Merger”) and the Company issued 291,536 shares of ~~Contents~~common stock and 6,826,753 shares of Series X Preferred Stock at the closing. The aggregate fair value of the purchase price consideration was $78,646,184. The fair value was determined by the underlying stock price of the common stock on the date of the Scienture Merger, which was $11.63 per share, which was utilized for both the issuance of common and preferred stock after evaluating the terms of the Series X Preferred Stock. The Company also applied a discount for lack of marketability of 5% due to certain lock-up terms on the shares issued.

~~Dispositions~~The following summarizes the purchase price consideration and ~~Divestitures~~the preliminary purchase price allocation as of the acquisition date:

~~Refer to Note 1 for further~~SCHEDULE ~~detail~~OF onPURCHASE ~~the~~PRICE ~~disposition of the Company’s legacy subsidiaries.~~ALLOCATION

MMS APA

	July 25, 2024
Purchase consideration:
Common stock	$	3,221,245
Series X preferred stock		75,424,939
Total purchase consideration	$	78,646,184

Purchase price allocation:
Cash	$	132,976
Operating lease right-of-use assets		61,578
Goodwill		21,372,960
Intangible assets - product technologies		76,400,000
Accounts payable		(987,097	)
Accrued liabilities		(1,198,134	)
Loan payable, related party		(265,000	)
Lease liability		(61,886	)
Development agreement liability		(1,285,000	)
Long-term convertible notes		(2,000,000	)
Deferred tax liability		(13,524,213	)
Net assets acquired	$	78,646,184

OnGoodwill ~~February~~is ~~16,~~primarily ~~2024, the Company, together with Softell and Micro~~attributable ~~Merchant~~to ~~Systems, Inc. (“MMS”), entered into an asset purchase agreement (~~the ~~“MMS~~go-to-market ~~APA”) under~~synergies ~~which~~that ~~MMS~~are ~~agreed~~expected to ~~purchase~~arise ~~for~~as ~~cash~~a ~~substantially~~result ~~all~~ of the ~~assets~~acquisition ofand ~~Softell.~~other Onintangible February 16, 2024, the parties consummated the closing of the transactions contemplated by the MMS APA. The purchase price paid at closing was $22,660,182. Because MMS received $1,600,000 or greater in certain collections from third parties resulting from any products or services sold, or provided, by the business assets ~~and~~ ~~operations~~that ~~acquired~~do ~~from~~not ~~Softell during the period ending on the four-month anniversary of the closing date, the Company was due~~qualify anfor ~~additional~~separate ~~$7,500,000 payment from MMS~~recognition. The ~~Company~~goodwill ~~received~~is ~~the~~not ~~payment~~deductible infor ~~May~~tax ~~2024~~purposes.

~~The MMS~~Unaudited ~~APA~~Pro ~~was~~Forma ~~accounted for a business disposition in accordance with ASC 810-40-40-3A. As of February 16, 2024, the Company no longer~~Financial ~~consolidated the assets, liabilities, revenues and expenses of Softell. The components of the disposition are as follows:~~Information

~~SCHEDULE~~The following unaudited pro OFforma ~~BUSINESS~~financial ~~ACQUISITIONS~~information ~~ASSETS~~presents ~~AND~~the ~~LIABILITIES~~ Company’s financial results as if the Scienture Merger had occurred as of January 1, 2024. The unaudited pro forma financial information is not necessarily indicative of what the financial results actually would have been had the acquisitions been completed on this date. In addition, the unaudited pro forma financial information is not indicative of, nor does it purport to project, the Company’s future financial results. The pro forma information does not give effect to any estimated and potential cost savings or other operating efficiencies that could result from the acquisition:

Cash received from MMS	$	22,660,182
Other receivable from MMS		7,500,000
Fair value of consideration received	$	1
Total fair value of consideration received	$	30,160,182
Carrying amount of assets and liabilities
Cash	$	76,821
Accounts receivable, net		719,876
Prepaid expenses		55,397
Property, plant and equipment, net		45,655
Intangible assets, net		8,962,688
Operating lease right-of-use assets		12,277
Purchase price payable		(350,000	)
Accounts payable		(347,000	)
Accrued liabilities		(5,269	)
Other current liabilities		(26,244	)
Lease liability, current		(1,556	)
Notes payable, current portion		(45,000	)
Lease liability, net of current portion		(10,720	)
Notes payable		(25,000	)
Total carrying amount of assets and liabilities		474,236
Gain on disposition of business	$	29,685,946

The gain on disposition of business of $29,685,946 was included in income from discontinued operations, net of tax in the consolidated statements of operations of the year ended December 31, 2024.

	Three Months			Nine Months
	Ended			Ended
	September 30,			September 30,
	2024			2024
Revenue	$	64,861		$	583,560
Net loss from continuing operations	$	(3,183,601	)	$	(12,657,239	)
Net loss from continuing operations per share	$	(1.34	)	$	(7.86	)

~~Superlatus SPA~~13

OnTable ~~March 5, 2024, the Company entered into a Stock Purchase Agreement with Superlatus Inc. (the “Superlatus SPA”). Pursuant to the Superlatus SPA, the Company sold all~~ of ~~the~~ issued and outstanding stock of Superlatus Inc. to Superlatus Foods Inc. (the “Buyer”). The $1.00 purchase price for the stock was delivered to the Company at the closing, which occurred simultaneously with the execution of the Superlatus SPA. As a result of the transaction, Superlatus Inc. ceased to be a subsidiary of the Company, and the rights and assets of Superlatus together with various liabilities and obligations that were specific to Superlatus Inc. became rights and obligations of the Buyer.Contents

~~The transaction~~Dispositions ~~was accounted for a business disposition in accordance with ASC 810-40-40-3A. As of March 5, 2024, the Company no longer consolidated the assets, liabilities, revenues~~ and ~~expenses of Superlatus Inc. The components of the disposition are as follows:~~Divestitures

~~SCHEDULE~~Refer to Note 1 for further OFdetail ~~BUSINESS~~on ~~ACQUISITIONS~~the ~~ASSETS~~disposition ~~AND~~of ~~LIABILITIES~~ the Company’s legacy subsidiaries.

Fair value of consideration received	$	1
Total fair value of consideration received	$	1
Carrying amount of assets and liabilities
Cash	$	151,546
Property, plant and equipment, net		223,080
Intangible assets, net		8,962,688
Operating lease right-of-use assets		325,995
Purchase price payable		(350,000	)
Accounts payable		(224,137	)
Accrued liabilities		(173,436	)
Notes payable, current portion		(6,480,000	)
Lease liability - current		(105,567	)
Lease liability - net of current portion		(221,428	)
Notes payable		(25,000	)
Total carrying amount of assets and liabilities		2,083,743
Loss on disposition of business	$	(2,083,742	)

MMS APA

~~The~~On February 16, 2024, the ~~loss~~Company, together with Softell and Micro Merchant Systems, Inc. (“MMS”), entered into an asset purchase agreement (the “MMS APA”) under which MMS agreed to purchase for cash substantially all of ~~disposition~~the assets of ~~business~~Softell. On February 16, 2024, the parties consummated the closing of the transactions contemplated by the MMS APA. The purchase price paid at closing was $222,~~083~~660,~~742~~182. ~~was~~Because ~~included~~MMS received $1,600,000 or greater in ~~income~~certain collections from ~~discontinued~~third ~~operations~~parties resulting from any products or services sold, ~~net~~or ofprovided, ~~tax~~by inthe business assets and operations acquired from Softell during the ~~consolidated~~period ~~statements~~ending on the four-month anniversary of ~~operations~~the ofclosing date, the ~~year~~Company ~~ended~~was ~~December~~due 31an additional $7,500,000 payment from MMS. The Company received the payment in May 2024.

~~Disposition~~The MMS APA was accounted for a business disposition in accordance with ASC 810-40-40-3A. As of ~~Legacy~~February ~~Subsidiaries~~16, 2024, the Company no longer consolidated the assets, liabilities, revenues and expenses of Softell. The components of the disposition are as follows:

~~See~~SCHEDULE OF ~~Notes~~BUSINESS 1ACQUISITIONS ~~and~~ASSETS 4AND ~~for detailed discussion.~~LIABILITIES


Cash received from MMS	$	22,660,182
Other receivable from MMS		7,500,000
Fair value of consideration received		1
Total fair value of consideration received	$	30,160,182

Carrying amount of assets and liabilities
Cash	$	76,821
Accounts receivable, net		719,876
Prepaid expenses		55,397
Property, plant and equipment, net		45,655
Intangible assets, net		8,962,688
Operating lease right-of-use assets		12,277
Purchase price payable		(350,000	)
Accounts payable		(347,000	)
Accrued liabilities		(5,269	)
Other current liabilities		(26,244	)
Lease liability, current		(1,556	)
Notes payable, current portion		(45,000	)
Lease liability, net of current portion		(10,720	)
Notes payable		(25,000	)
Total carrying amount of assets and liabilities		474,236

Gain on disposition of business	$	29,685,946

~~Table~~The gain on disposition of business ~~Contents~~of $29,685,946 was included in income from discontinued operations, net of tax in the consolidated statements of operations of the year ended December 31, 2024.

~~Discontinued Operations~~Superlatus SPA

InOn March 5, 2024, the Company ~~accordance~~entered into a Stock Purchase Agreement with Superlatus Inc. (the ~~provisions~~“Superlatus ofSPA”). ~~ASC~~Pursuant ~~205-20~~to the Superlatus SPA, the Company ~~has~~sold ~~excluded~~all of the ~~results~~issued and outstanding stock of ~~discontinued~~Superlatus ~~operations~~Inc. ~~from~~to ~~its~~Superlatus ~~results~~Foods ofInc. ~~continuing~~(the “Buyer”). ~~operations~~The in$1.00 purchase price for the ~~accompanying~~stock ~~consolidated~~was ~~statements~~delivered ofto ~~operations~~the ~~for~~Company at the ~~three~~closing, ~~and~~which ~~six~~occurred ~~months~~simultaneously ~~ended~~with ~~June~~the ~~30,~~execution of ~~2025~~the ~~and~~Superlatus ~~2024~~SPA. ~~The~~As ~~results~~ a result of the ~~discontinued~~transaction, ~~operations~~Superlatus ~~for~~Inc. ceased to be a subsidiary of the ~~three~~Company, and ~~six~~the ~~months~~rights ~~ended~~and ~~June~~assets of ~~30,~~Superlatus ~~2025~~together with various liabilities and ~~2024~~obligations ~~consist~~that ofwere specific to Superlatus Inc. became rights and obligations of the ~~following:~~Buyer.

~~SCHEDULE~~The transaction was accounted OFfor ~~DISCONTINUED~~a ~~OPERATIONS~~ business disposition in accordance with ASC 810-40-40-3A. As of March 5, 2024, the Company no longer consolidated the assets, liabilities, revenues and expenses of Superlatus Inc. The components of the disposition are as follows:

	TRX					Bonum				Superlatus				Total
	Three Months Ended					Three Months Ended				Three Months Ended				Three Months Ended
	June 30,					June 30,				June 30,				June 30,
	2025		2024			2025		2024		2025		2024		2025		2024
Revenues	$	-	$	-		$	-	$	-	$	-	$	-	$	-	$	-
Cost of sales		-		-			-		-		-		-		-		-
Gross profit (loss)		-		-			-		-		-		-		-		-
Operating expenses:
Wage and salary expense		-		161,038			-		-		-		-		-		161,038
Professional fees		-		46,775			-		-		-		-		-		46,775
Technology expense
General and administrative		-		1,348			-		-		-		-		-		1,348
Total operating expenses		-		209,161			-		-		-		-		-		209,161
Operating income (loss)		-		(209,161	)		-		-		-		-		-		(209,161	)
Non-operating income (expense):
Gain on dispositions
Total non-operating income (expense)
Net loss on discontinued operations	$	-	$	(209,161	)	$	-	$	-	$	-	$	-	$	-	$	(209,161	)

	TRX					Bonum					Superlatus					Total
Fair value of consideration received	$	1
	Six Months Ended					Six Months Ended					Six Months Ended					Six Months Ended
Total fair value of consideration received	$	1
	June 30,					June 30,					June 30,					June 30,
Carrying amount of assets and liabilities
	2025			2024		2025		2024			2025		2024			2025		2024
Cash	$	151,546
Revenues	$	-		$	970,808	$	-	$	-		$	-	$	-		$	-	$	970,808
Property, plant and equipment, net		223,080
Cost of sales		-			-		-		-			-		-			-		-
Intangible assets, net		8,962,688
Gross profit		-			970,808		-		-			-		-			-		970,808
Operating lease right-of-use assets		325,995
Gross profit loss		-			970,808		-		-			-		-			-		970,808
Purchase price payable		(350,000	)
Operating expenses:
Accounts payable		(224,137	)
Wage and salary expense		-			713,021		-		578			-		-			-		713,599
Accrued liabilities		(173,436	)
Professional fees		-			62,160		-		-			-		-			-		62,160
Notes payable, current portion		(6,480,000	)
Technology expense		-			86,660		-		2,245			-		-			-		88,905
Lease liability - current		(105,567	)
General and administrative		-			37,377		-		678			-		-			-		38,055
Lease liability - net of current portion		(221,428	)
Total operating expenses		-			899,218		-		3,500			-		-			-		902,719
Notes payable		(25,000	)
Operating income		-			71,590		-		(3,500	)		-		-			-		68,090
Total carrying amount of assets and liabilities		2,083,743
Non-operating income (expense):
Loss on disposition of business	$	(2,083,742	)
Gain on dispositions		-			29,685,946		-		-			-		(2,083,742	)		-		27,602,204
Total non-operating income (expense)		-			29,685,946		-		-			-		(2,083,742	)		-		27,602,204
Net income on discontinued operations	$	-		$	29,757,536	$	-	$	(3,500	)	$	-	$	(2,083,742	)	$	-	$	27,670,294

~~In the~~The ~~second~~loss ~~quarter~~ of ~~2024,~~disposition ~~the~~of business ~~Company~~of ~~determined~~$2,083,742 towas ~~dissolve~~included ~~Bonum~~in ~~Health,~~income ~~Inc.~~from ~~and~~discontinued ~~Bonum Health~~operations, ~~LLC,~~net ~~and~~of ~~have~~tax ~~presented~~in the ~~results~~ consolidated statements of operations inof the ~~net~~year ~~income~~ended ~~(loss)~~December ~~from~~31, ~~discontinued operations~~2024.

14Disposition of Legacy Subsidiaries

~~Table~~See ofNotes ~~Contents~~1 and 4 for detailed discussion.

~~NOTE 4- RELATED PARTY TRANSACTIONS~~14

~~Wellgistics Health~~Table ~~and~~of ~~Tollo Health~~Contents

~~On November~~Discontinued 21, 2023, but effective September 14, 2023, the Company issued a promissory note (the “Wellgistics Note”) to Wellgistics Health, Inc. (f/k/a Danam Health Inc.) (“Wellgistics”) in the amount of $300,000. The Company prepaid $250,000 prior to the execution date. The Wellgistics Note did not accrue interest. As of December 31, 2023, the balance of the Wellgistics Note was $50,000. The Wellgistics Note was fully paid off in February 2024.Operations

AsIn accordance with the provisions of ~~March~~ASC 31205-20, ~~2025,~~the ~~other~~Company ~~receivables~~has ~~included~~excluded athe ~~$3,828,769 receivable~~results ~~from~~of ~~Wellgistics~~discontinued ~~and~~operations ~~$215,000 receivable~~ from ~~Tollo.~~its ~~The~~results ~~receivables~~of ~~were~~continuing ~~unsecured,~~operations ~~non-interest~~in the accompanying ~~bearing~~consolidated statements of operations for the three and ~~due~~nine onmonths ~~demand~~ended September 30, 2025 and 2024. The ~~receivables~~results ~~were~~of ~~maintained~~the bydiscontinued operations for the ~~Company’s~~three ~~former~~and ~~IPS~~nine ~~subsidiary,~~months ~~which~~ended ~~was~~September ~~sold~~30, to2025 ~~Tollo~~and as2024 consist of ~~April~~ ~~30,~~the ~~2025.~~following:

OnSCHEDULE ~~April~~OF ~~30,~~DISCONTINUED 2025, the Company completed the sale of its subsidiaries, IPS, Softell, and Bonum Health, Inc. to Tollo in exchange for a $5,000,000 promissory note bearing interest at the prime rate and maturing on June 30, 2030. The note requires Tollo to repay 20% of any future equity financing proceeds toward the outstanding balance. In connection with the transaction, the Company recorded a $5,000,000 promissory note receivable, and derecognized subsidiaries’ accounts payable of $117,162, other receivables of $4,219,239, operating lease right-of-use assets of $142,138, operating lease liability of $158,687 and a related party note receivable of $1,300,000. As such, the Company recognized a loss on disposition of $385,528. On June 24, 2025, the promissory note was assigned by Tollo to Integral Health, Inc. As of June 30, 2025, the note receivable with Integral Health, Inc. was outstanding and the Company recognized $62,500 in interest income.OPERATIONS

See Note 6 for detail on the note receivable from Wood Sage, LLC.

	2025		2024		2025		2024		2025		2024		2025		2024
	TRX				Bonum				Superlatus				Total
	Three Months Ended				Three Months Ended				Three Months Ended				Three Months Ended
	September 30,				September 30,				September 30,				September 30,
	2025		2024		2025		2024		2025		2024		2025		2024
Revenues	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
Cost of goods sold		-		-		-		-		-		-		-		-
Gross profit (loss)		-		-		-		-		-		-		-		-

Operating expenses:
Wage and salary expense		-		-		-		-		-		-		-		-
Professional fees		-		-		-		-		-		-		-		-
General and administrative		-		-		-		-		-		-		-		-
Technology expense
Total operating expenses		-		-		-		-		-		-		-		-
Operating income (loss)		-		-		-		-		-		-		-		-

Non-operating income (expense)		-		-		-		-		-		-		-		-
Gain on dispositions		-		-		-		-		-		-		-		-
Total non-operating income (expense)		-		-		-		-		-		-		-		-
Net income on discontinued operations	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-

Suren Ajjarapu, the Company’s former Chief Executive Officer, and Prashant Patel, the Company’s former President and Chief Operating Officer, each had a beneficial interest in Tollo as of June 30, 2025.


	TRX				Bonum					Superlatus					Total
	Nine Months Ended				Nine Months Ended					Nine Months Ended					Nine Months Ended
	September 30,				September 30,					September 30,					September 30,
	2025		2024		2025		2024			2025		2024			2025		2024
Revenues	$	-	$	970,808	$	-	$	-		$	-	$	-		$	-	$	970,808
Cost of goods sold		-		-		-		-			-		-			-		-
Gross profit		-		970,808		-		-			-		-			-		970,808
Gross profit loss		-		970,808		-		-			-		-			-		970,808

Operating expenses:
Wage and salary expense		-		713,021		-		578			-		-			-		713,599
Professional fees		-		62,160		-		-			-		-			-		62,160
Technology expense		-		86,660		-		2,245			-		-			-		88,905
General and administrative		-		37,377		-		678			-		-			-		38,055
Total operating expenses		-		899,218		-		3,500			-		-			-		902,719
Operating income		-		71,590		-		(3,500	)		-		-			-		68,090

Non-operating income (expense):
Gain on dispositions		-		29,685,946		-		-			-		(2,083,742	)		-		27,602,204
Total non-operating income (expense)		-		29,685,946		-		-			-		(2,083,742	)		-		27,602,204
Net income on discontinued operations	$	-	$	29,757,536	$	-	$	(3,500	)	$	-	$	(2,083,742	)	$	-	$	27,670,294

~~Scienture~~In the second quarter of 2024, the Company determined to dissolve Bonum Health, Inc. and Bonum Health, LLC, and have presented the results of operations in net income (loss) from discontinued operations.

In July 2024, the executives of Scienture issued short-term loans to Scienture for an aggregate amount of $265,000. The loans are unsecured, non-interest bearing and due on demand. The loans were still outstanding as of June 30, 2025.15

~~In November~~Table ~~2024, an executive~~ of ~~Scienture issued a short-term loan to Scienture for $150,000. The loans is unsecured, non-interest bearing and due on demand. The loan was outstanding as of June 30, 2025.~~Contents

~~In February~~NOTE ~~2025, the executives of Scienture issued a short~~4-~~term~~ ~~loan~~RELATED toPARTY ~~Scienture for $100,000. The loan is unsecured, non-interest bearing and due on demand. The loan was outstanding as of June 30, 2025.~~TRANSACTIONS

~~NOTE 5~~Wellgistics –Health ~~REVENUE~~and Tollo ~~RECOGNITION~~Health

On November 21, 2023, but effective September 14, 2023, the Company issued a promissory note (the “Wellgistics Note”) to Wellgistics Health, Inc. (f/k/a Danam Health Inc.) (“Wellgistics”) in the amount of $300,000. The Company ~~historically~~prepaid ~~derived~~$250,000 ~~revenue~~prior ~~from~~to ~~one~~the ~~primary~~execution ~~source—product~~date. ~~revenue~~The Wellgistics Note did not accrue interest. As of December 31, 2023, the balance of the Wellgistics Note was $50,000. The Wellgistics Note was fully paid off in February 2024.

~~Product~~As of March 31, 2025, other ~~revenue~~receivables ~~consists~~included ofa ~~resale~~$3,828,769 ofreceivable ~~pharmaceutical~~from ~~products~~Wellgistics toand ~~pharmacies~~$215,000 receivable from Tollo. ~~Revenue~~The isreceivables ~~recognized~~were ~~when~~unsecured, non-interest bearing and due on demand. The receivables were maintained by the ~~product~~Company’s isformer ~~shipped~~IPS subsidiary, which was sold to ~~the~~Tollo as of ~~customer~~April 30, 2025.

~~Revenues~~On April 30, 2025, the Company completed the sale of its subsidiaries, IPS, Softell, and Bonum Health, Inc. to Tollo in exchange for a $5,000,000 promissory note bearing interest at the ~~three~~prime ~~months~~rate ~~ended~~and maturing on June 30, ~~2025~~2030. ~~and~~The ~~2024~~note ~~were~~requires Tollo to repay 20% of any future equity financing proceeds toward the outstanding balance. In connection with the transaction, the Company recorded a $05,000,000 promissory note receivable, and derecognized subsidiaries’ accounts payable of $18117,~~699~~162, other receivables of $4,219,239, operating lease right-of-use assets of ~~respectively~~$142,138, operating lease liability of $158,687 and a related party note receivable of $1,300,000. ~~Revenues~~As ~~for~~such, the ~~six~~Company ~~months~~recognized ~~ended~~a loss on disposition of $385,528. On June 3024, 2025, ~~and~~the ~~2024~~promissory note was assigned by Tollo to Integral Health, Inc. In August 2025, Integral Health, including its subsidiary IPS, were ~~$10~~acquired by third parties. Therefore,~~258~~ at September 30, 2025, Integral Health and Tollo was no longer considered a related party. As of September 30, 2025, the note receivable was outstanding and the Company recognized $1862,~~699~~500 in interest income, which was reclassified from note receivable, related party to note receivable on ~~respectively.~~the consolidated balance sheet.

~~NOTE~~ See Note 6 –for ~~NOTES~~detail ~~RECEIVABLE~~on the –note ~~RELATED~~receivable ~~PARTY~~from Wood Sage, LLC.

~~On August~~Suren 22Ajjarapu, ~~2023,~~ the Company’s former ~~received~~Chief aExecutive ~~Promissory~~Officer, ~~Note~~and ~~(the~~Prashant ~~“Wood~~Patel, ~~Sage~~the ~~Note”)~~Company’s informer ~~the~~President ~~amount~~and ofChief ~~$1,300,000~~Operating ~~from Wood Sage~~Officer, ~~LLC.~~each ~~The~~had ~~Wood~~a ~~Sage Note bears no~~ beneficial interest ~~and~~in isTollo ~~currently~~as ~~due and payable. As~~ of June 30, 2025. ~~and~~In ~~December~~August 312025, ~~2024~~Integral Health, ~~the outstanding~~including ~~balance~~its ofsubsidiary ~~the~~IPS, ~~Wood~~were ~~Sage~~acquired ~~Note~~by ~~was~~third $0parties. ~~and~~Therefore, at September $130,~~300~~ 2025,~~000, respectively.~~ ~~The~~Integral ~~note~~Health ~~was~~and ~~held~~Tollo ~~by Softell,~~was ano ~~former~~longer ~~subsidiary~~considered ofa ~~the~~related ~~Company~~party.

On April 30, 2025, the Company completed the sale of its subsidiaries, IPS, Softell and Bonum Health, Inc., to Tollo in exchange for a $5,000,000 promissory note bearing interest at the prime rate and maturing on June 30, 2030 (see Notes 1 and 4). Scienture

15In July 2024, the executives of Scienture issued short-term loans to Scienture for an aggregate amount of $265,000. The loans are unsecured, interest bearing at the minimum applicable federal rate per annum, and due on demand. The loans were still outstanding as of September 30, 2025, and fully repaid in October 2025.

~~Table~~In November 2024, an executive of ~~Contents~~Scienture issued a short-term loan to Scienture for $150,000. The loan is unsecured, interest bearing at the minimum applicable federal rate per annum, and due on demand. The loan was outstanding as of September 30, 2025, and fully repaid in October 2025.

~~NOTE~~In February 2025, an 7executive –of ~~GOODWILL~~Scienture ~~AND~~issued ~~INTANGIBLE~~a ~~ASSETS~~short-term loan to Scienture for $100,000. The loan is unsecured, interest bearing at the minimum applicable federal rate per annum, and due on demand. The loans were outstanding as of September 30, 2025, and fully repaid in October 2025.

In ~~connection~~ ~~with~~February ~~the~~2025, an executive of Scienture ~~Merger~~issued ona ~~July~~short-term 25loan to Scienture for $16,000. The ~~2024~~loan is unsecured, interest bearing at the ~~Company~~minimum ~~recorded~~applicable ~~goodwill~~federal ofrate ~~$21~~per annum,~~372,960~~ and ~~intangible~~due ~~assets~~on demand. The loan was outstanding as of ~~$76~~September 30,~~400~~ 2025,~~000~~ and fully repaid in October 2025.

~~The purchase~~NOTE ~~price~~5 ~~allocation~~– ofREVENUE ~~intangible assets was evaluated under ASC 805. The identified intangible assets were determined to be product technologies, and were valued accordingly by each product candidate:~~RECOGNITION

~~SCHEDULE~~The Company derives revenue OFfrom ~~INTANGIBLE~~one ~~ASSETS~~primary ~~WERE~~source—product ~~DETERMINED~~revenue. TOProduct BErevenue ~~PRODUCT~~consists ~~TECHNOLOGIES~~of pharmaceutical products sold via wholesale distribution channels. The Company recognizes revenue when control of the pharmaceutical products is transferred to wholesale distributors, which generally occurs upon delivery to the customer. Revenue is measured based on the transaction price specified in the contract, net of estimated gross-to-net adjustments, including rebates, chargebacks, discounts, and other sales allowances.

Product Candidate	Fair Value
SCN-102(a)	$	23,600,000
SCN-104(b)		25,000,000
SCN-106(c)		15,000,000
SCN-107(d)		12,800,000
Intangible Assets	$	76,400,000

These estimates are based on historical experience, current contractual terms, and other relevant factors, and are updated at each reporting period to reflect changes in circumstances. Any adjustments to these estimates are recognized in the period in which such changes become known.

~~(a)~~Revenues ~~SCN-102~~for ~~received~~the ~~regulatory~~three ~~approval~~months ended inJune ~~March 2025~~30, ~~with product commercialization projected to begin in~~ 2025. ~~(b)~~and ~~Management~~2024 ~~expects~~were ~~SCN-104~~$590,050 toand ~~achieve regulatory approval in late 2027 or early 2028~~$64,861, ~~with product commercialization projected to begin in 2028~~respectively. ~~(c)~~Revenues ~~Management~~for ~~expects~~the ~~SCN-106~~nine tomonths ~~achieve~~ended ~~regulatory~~September ~~approval~~30, in2025 ~~2027~~and or2024 were ~~2028~~$600,308 ~~with~~and ~~product commercialization projected to begin in 2028. (d) Management expects SCN-107 to achieve regulatory approval in 2028 or 2029~~$83,560, ~~with product commercialization projected to begin in 2029~~respectively.

~~The fair~~NOTE ~~value~~6 of– ~~the~~NOTES ~~product~~RECEIVABLE ~~technologies~~– ~~was determined by the Income Approach: Multi-Period Excess Earnings Methods (“MPEEM”).~~RELATED The MPEEM measures economic benefits by calculating the cash flows attributable to an asset after deducting appropriate returns for contributory assets used by the business in generating the asset’s revenue and earnings. The MPEEM utilized revenue and cash flow projections through 2030 based on each product candidate’s phase of development. Key assumptions include a 2% long-term revenue growth rate and 3% contributory asset charge rate. The Company discounted the expected future cash flows at a 53.0% rate of return, equal to the weighted-average cost of capital plus 10%, to reflect the risk of the cash flows related to the product technologies. The Company then summed the present values of the estimated future cash flows and included an amortization tax benefit to the value indication of each of the product technologies.PARTY

AsOn August 22, 2023, the Company received a Promissory Note (the “Wood Sage Note”) in the amount of ~~June~~$1,300,000 from Wood Sage, LLC. The Wood Sage Note bears no interest and is currently due and payable. As of September 30, 2025 and December 31, 2024, the ~~Company~~outstanding ~~has~~balance of ~~not~~the ~~begun~~Wood ~~amortizing~~Sage ~~any~~Note ofwas ~~the~~$0 ~~product~~and ~~technology~~$1,300,000, ~~intangible~~respectively. ~~assets~~The note was held by Softell, a former subsidiary of the Company.

16On April 30, 2025, the Company completed the sale of its subsidiaries, IPS, Softell and Bonum Health, Inc., to Tollo in exchange for a $5,000,000 promissory note bearing interest at the prime rate and maturing on June 30, 2030 (see Notes 1 and 4). In August 2025, Integral Health, including its subsidiary IPS, were acquired by third parties. Therefore, at September 30, 2025, Integral Health and Tollo was no longer considered a related party, which was reclassified from note receivable, related party to note receivable on the consolidated balance sheet.

~~Table of Contents~~16

~~NOTE 8~~Table –of ~~CONVERTIBLE DEBT AND NOTES PAYABLE~~Contents

~~Convertible Debenture~~NOTE 7 – ~~Arena~~GOODWILL AND INTANGIBLE ASSETS

~~On November~~In ~~22,~~connection ~~2024, the Company entered into a Securities Purchase Agreement~~ with the ~~Arena Finance Markets, LP (“Arena Finance”),~~Scienture ~~Arena~~Merger ~~Special~~on ~~Opportunities~~July ~~Partners III~~25, ~~LP (together with Arena Finance~~2024, the ~~“Arena Investors”). Under the Securities Purchase Agreement, the~~ Company ~~will~~recorded ~~issue~~goodwill ~~10% original issue discount one or more secured convertible debentures (“Debentures”) in a total principal amount~~ of ~~up to~~ $1221,~~222~~372,~~222, divided~~960 ~~into~~and upintangible toassets ~~three separate tranches that are each subject to certain closing conditions. The conversion price per share~~ of each Debenture is equal to 92.5% of the lowest daily VWAP (as defined in the Debentures) of the Company’s shares of common stock during the five trading day period ending on the trading day immediately prior to delivery or deemed delivery of the applicable conversion notice$76, ~~subject to adjustments related to the trading price of the Company’s common stock~~400,000.

The ~~closing~~ ofpurchase ~~the~~price ~~first tranche was consummated on November 25, 2024 (the “First Closing”) and the Company issued~~allocation toof ~~the~~intangible ~~Arena~~assets ~~Investors~~was ~~Debentures~~evaluated inunder anASC ~~aggregate principal amount of $3,333,333 (the “First Closing Debentures”)~~805. The ~~First~~identified ~~Closing~~intangible ~~Debentures~~assets were ~~sold~~determined to ~~the~~be ~~Arena~~product ~~Investors for a purchase price of $3~~technologies,~~000,000, representing~~ anand ~~original issue discount of ten percent (10%).~~were ~~The~~valued ~~convertible~~accordingly ~~debenture~~by ~~will~~each ~~mature~~product ~~eighteen months from the First Closing.~~candidate:

~~The~~SCHEDULE ~~First~~OF ~~Closing~~INTANGIBLE ~~Debentures~~ASSETS ~~contain~~WERE ~~customary~~DETERMINED ~~events~~TO ofBE ~~default.~~PRODUCT If an event of default occurs, until it is cured, the holder may increase the interest rate applicable to the First Closing Debentures to two percent (2%) per annum and accelerate the full indebtedness under the First Closing Debentures, in an amount equal to 125% of the outstanding principal amount and accrued and unpaid interest. Subject to limited exceptions , the First Closing Debentures prohibit the Company and, as applicable, its subsidiaries from incurring any new indebtedness that is not subordinated to the First Closing Debentures and, as applicable, any subsidiary’s obligations in respect of the First Closing Debentures until the First Closing Debentures are paid in full.TECHNOLOGIES

As consideration for the Arena Investors’ consummation of the First Closing, concurrently with the First Closing, the Company issued to each Arena Investor participating in the First Closing its pro rata portion of the 55,000 shares of common stock (the “SPA Commitment Fee Shares”) issued to the Arena Investors as a commitment fee upon the execution of the Securities Purchase Agreement. Furthermore, as consideration for the Arena Investors’ consummation of subsequent closings, the Company shall issue to the Arena Investors participating in such closing a certain number of Company common stock as agreed upon among the Company and the Arena Investors participating. The fair value of the shares of common stock issued was $420,200, which was included as a debt discount as noted below.

Product Candidate	Fair Value
SCN-102(a)	$	23,600,000
SCN-104(b)		25,000,000
SCN-106(c)		15,000,000
SCN-107(d)		12,800,000
Intangible Assets	$	76,400,000

~~Pursuant~~(a) toSCN-102 areceived ~~Security~~regulatory ~~Agreement, dated~~approval ~~November~~in ~~25,~~March ~~2024,~~2025.Product commercialization began in the ~~Company~~third ~~granted~~quarter toof ~~the~~2025. ~~Arena~~(b) ~~Investors~~Management aexpects ~~security~~SCN-104 ~~interest~~to achieve regulatory approval in ~~all~~late of2027 ~~its~~or ~~assets~~early to2028, ~~secure~~with ~~the~~product ~~prompt~~commercialization ~~payment, performance,~~projected ~~and~~to ~~discharge~~begin in ~~full~~2028. of(c) ~~all~~Management ofexpects ~~the~~SCN-106 ~~Company’s~~to ~~obligations~~achieve ~~under~~regulatory ~~the~~approval ~~Debentures.~~in In2027 ~~addition~~or 2028, ~~the~~with ~~Company’s~~product ~~wholly-owned subsidiary,~~commercialization ~~Scienture,~~projected ~~entered~~to ~~into~~begin ain ~~Guarantee~~2028. ~~Agreement,~~(d) ~~dated~~Management ~~November~~expects ~~25,~~SCN-107 ~~2024,~~to ~~with~~achieve ~~the~~regulatory ~~Arena~~approval ~~Investors~~in 2028 or 2029, ~~pursuant~~with toproduct ~~which~~commercialization itprojected ~~agreed~~ to ~~guarantee~~begin ~~the~~in ~~prompt payment~~2029.

~~Interest~~The ~~accrues~~fair onvalue ~~the outstanding principal amount~~ of ~~this~~the ~~Debenture~~product technologies atwas adetermined ~~rate~~by ~~equal~~the toIncome ~~10.00% per~~Approach: ~~annum~~Multi-Period ~~paid~~Excess inEarnings ~~kind~~Methods (~~the~~ “~~PIK Interest~~MPEEM”). ~~unless~~The ~~there~~MPEEM measures iseconomic anbenefits ~~Event~~by ofcalculating ~~Default (as defined in~~ the ~~Debenture),~~ incash ~~which~~flows ~~case~~attributable ~~Default~~to ~~Interest~~an ~~accrues~~asset ~~and~~after isdeducting ~~payable~~appropriate ~~instead~~returns offor ~~PIK~~contributory assets ~~Interest.~~used ~~Any~~by ~~PIK Interest is added to~~ the ~~outstanding~~ ~~principal~~business ~~amount~~in ofgenerating the ~~Debenture~~asset’s onrevenue aand ~~monthly~~earnings. ~~basis~~The asMPEEM ~~additional~~utilized ~~principal~~revenue ~~obligations~~and ~~hereunder~~cash ~~and~~flow ~~shall~~projections ~~automatically~~through ~~and~~2030 ~~thereafter~~based ~~constitute~~on aeach ~~part~~product ofcandidate’s ~~the~~phase ~~outstanding~~of ~~principal~~development. ~~amount~~Key ~~for~~assumptions ~~all~~include ~~purposes~~a ~~hereof~~2% ~~(including~~long-term ~~the~~revenue ~~accrual~~growth ofrate ~~interest~~and ~~thereon~~3% atcontributory ~~the~~asset ~~rates~~charge ~~applicable to the principal amount generally)~~rate. The Company ~~will~~discounted ~~not~~the ~~issue~~expected ~~additional~~future ~~debentures~~cash ~~to satisfy~~flows ~~and~~at ~~pay~~a ~~any PIK Interest~~53.0% ~~Interest~~rate isof ~~calculated~~return, onequal to the weighted-average ~~basis~~cost of acapital ~~360-day~~plus ~~year~~10%, ~~consisting~~to ofreflect ~~twelve~~the 30risk ~~calendar~~of ~~day periods,~~the ~~and~~cash ~~accrues~~flows ~~daily~~related ~~commencing~~to on the ~~Original~~product ~~Issue~~technologies. ~~Date~~The ~~(as~~Company ~~defined~~then summed in the ~~Debenture)~~present ~~until~~values ~~payment in full~~ of the ~~outstanding~~ ~~principal,~~estimated ~~together~~future ~~with~~cash ~~all~~flows ~~accrued~~ and ~~unpaid~~included ~~interest,~~an ~~liquidated~~amortization ~~damages~~tax ~~and~~benefit ~~other~~to ~~amounts~~the ~~which~~value ~~may~~indication ~~become~~of ~~due~~each ~~hereunder,~~of ~~has~~the ~~been~~product ~~made~~technologies.

~~During the~~As ~~three~~of ~~and~~September ~~six months ended June~~ 30, 2025, the Company ~~accrued~~has ~~$87,229~~not ~~and~~begun ~~$171,396,~~amortizing ~~respectively,~~any inof ~~interest expense pertaining to~~ the ~~First~~product ~~Closing~~technology ~~Debentures~~intangible assets.

As a result of the First Closing Debentures, the Company recognized an aggregate debt discount of $3,333,333. Through December 31, 2024, $869,692 of the debt discount was amortized to interest expense. During the three and six months ended June 30, 2025, $485,523 and $965,709, respectively, of the debt discount was amortized to interest expense. At June 30, 2025, the outstanding balance of the First Closing Debentures, including the outstanding principal of $3,333,333 less the unamortized discount of $1,755,349, was $1,577,984. The following is a summary of the First Closing Debentures:17

~~SCHEDULE OF~~Table ~~THE~~of ~~ARENA DEBENTURES~~ Contents

	Arena Note
Convertible debenture - Arena Principal	$	3,333,333
Original issuance discount		(333,333	)
Other issuance costs		(360,000	)
Fair value of shares issued		(420,200	)
Derivative liability recognized as debt discount		(2,477,217	)
Excess debt discount amortization at issuance date		257,417
Amortization of debt discount		1,577,984
Arena note, net of unamortized debt discount, at June 30, 2025	$	1,577,984

NOTE 8 – CONVERTIBLE DEBT AND NOTES PAYABLE

~~Derivative Liability~~Convertible Debenture – Arena

~~The Company~~On ~~evaluated~~November 22, 2024, the ~~terms~~Company ofentered ~~the~~into ~~conversion~~a ~~features~~Securities ofPurchase Agreement (the ~~First~~“Arena ~~Closing~~SPA”) with ~~Debentures~~the asArena ~~noted~~Finance ~~above~~Markets, inLP ~~accordance~~(“Arena ~~with~~Finance”), ~~ASC~~Arena ~~Topic No.~~Special ~~815~~Opportunities -Partners 40III, ~~“Derivatives~~LP (together ~~and~~with ~~Hedging~~Arena -Finance, ~~Contracts~~the in“Arena ~~Entity’s Own Stock,~~Investors”). ~~and~~Under ~~determined~~the ~~they~~Securities ~~are~~Purchase ~~not indexed~~Agreement, to the Company’s will ~~common~~issue ~~stock~~10% original ~~and~~issue ~~that~~discount ~~the~~one ~~conversion~~or ~~feature,~~more ~~which~~secured isconvertible ~~akin~~debentures to(“Debentures”) in a ~~redemption~~total ~~feature, meet the~~principal ~~definition~~amount of aup ~~liability.~~to ~~The~~$12,222,222, divided ~~First~~into ~~Closing~~up ~~Debentures~~to ~~contain~~three anseparate ~~indeterminate~~tranches ~~number~~that ofare ~~shares~~each subject to ~~settle~~certain ~~with~~closing conditions. The conversion ~~options outside~~price ofper ~~the~~share ~~Company’s~~of each ~~control.~~Debenture ~~Therefore,~~is ~~the~~equal ~~Company~~to ~~bifurcated~~92.5% of the ~~conversion~~lowest ~~feature~~daily ~~and~~VWAP ~~accounted~~(as ~~for~~defined itin asthe aDebentures) ~~separate derivative~~of ~~liability.~~the ~~Upon~~Company’s ~~issuance~~shares of ~~the~~common ~~First~~stock ~~Closing~~during ~~Debentures,~~ the ~~Company~~five ~~recognized~~trading aday period ~~derivative~~ending ~~liability~~on atthe atrading ~~fair~~day ~~value~~immediately ~~of $2,477,217, which~~prior isto ~~recorded~~delivery asor adeemed ~~debt~~delivery ~~discount~~of ~~and~~the ~~will~~applicable beconversion ~~amortized~~notice, ~~over~~subject to adjustments related to the ~~life~~trading price of the ~~First~~Company’s ~~Closing~~common ~~Debentures~~stock.

The ~~Company~~ ~~measured~~closing of the ~~derivative~~first tranche ~~liability~~was atconsummated ~~fair value based~~ on ~~significant~~November ~~inputs~~25, ~~not~~2024 ~~observable in~~ (the ~~market,~~“First ~~which~~Closing”) ~~causes~~and ~~it to be classified as a Level 3 measurement within~~ the ~~fair~~Company ~~value~~issued ~~hierarchy.~~to ~~The valuation of~~ the ~~derivative~~Arena ~~liability uses assumptions and~~Investors ~~estimates~~Debentures ~~the~~in ~~Company~~an ~~believes~~aggregate ~~would~~principal beamount ~~made~~of by$3,333,333 ~~a market participant in making~~ (the ~~same~~“First ~~valuation~~Closing Debentures”). The ~~Company~~First ~~assesses these assumptions~~Closing ~~and~~Debentures ~~estimates~~were onsold anto ~~on-going~~the ~~basis~~Arena asInvestors ~~additional~~for ~~data~~a ~~impacting~~purchase ~~the~~price ~~assumptions~~of ~~and~~$3,000,000, ~~estimates~~representing ~~are~~an ~~obtained.~~original ~~Changes~~issue indiscount ~~the~~of ~~fair~~ten ~~value~~percent of(10%). ~~the~~The ~~contingent~~convertible ~~consideration~~debenture ~~liability~~will ~~related~~mature toeighteen ~~updated~~months ~~assumptions~~from ~~and estimates are recognized within~~ the ~~statements~~First ~~of operations~~Closing.

The First Closing Debentures contain customary events of default. If an event of default occurs, until it is cured, the holder may increase the interest rate applicable to the First Closing Debentures to two percent (2%) per annum and accelerate the full indebtedness under the First Closing Debentures, in an amount equal to 125% of the outstanding principal amount and accrued and unpaid interest. Subject to limited exceptions , the First Closing Debentures prohibit the Company ~~valued~~and, as applicable, its subsidiaries from incurring any new indebtedness that is not subordinated to the ~~derivative~~First ~~liability~~Closing ~~using~~Debentures aand, ~~Black-Scholes~~as ~~method~~applicable, ~~using~~any ~~following~~subsidiary’s ~~assumptions:~~obligations in respect of the First Closing Debentures until the First Closing Debentures are paid in full.

~~SCHEDULE~~As consideration for the OFArena ~~DERIVATIVE~~Investors’ ~~LIABILITY~~ consummation of the First Closing, concurrently with the First Closing, the Company issued to each Arena Investor participating in the First Closing its pro rata portion of the 55,000 shares of common stock (the “SPA Commitment Fee Shares”) issued to the Arena Investors as a commitment fee upon the execution of the Securities Purchase Agreement. Furthermore, as consideration for the Arena Investors’ consummation of subsequent closings, the Company shall issue to the Arena Investors participating in such closing a certain number of Company common stock as agreed upon among the Company and the Arena Investors participating. The fair value of the shares of common stock issued was $420,200, which was included as a debt discount as noted below.

	June 30, 2025			December 31, 2024
Risk-free interest rate		4.290	%		4.290	%
Expected term (in years)		0.90			1.40
Expected volatility+A13		134.93	%		171.46	%
Expected dividend yield		0.00	%		0.00	%

Pursuant to a Security Agreement, dated November 25, 2024, the Company granted to the Arena Investors a security interest in all of its assets to secure the prompt payment, performance, and discharge in full of all of the Company’s obligations under the Debentures. In addition, the Company’s wholly-owned subsidiary, Scienture, entered into a Guarantee Agreement, dated November 25, 2024, with the Arena Investors, pursuant to which it agreed to guarantee the prompt payment.

17Interest accrues on the outstanding principal amount of this Debenture at a rate equal to 10.00% per annum paid in kind (the “PIK Interest”) unless there is an Event of Default (as defined in the Debenture), in which case Default Interest accrues and is payable instead of PIK Interest. Any PIK Interest is added to the outstanding principal amount of the Debenture on a monthly basis as additional principal obligations hereunder and shall automatically and thereafter constitute a part of the outstanding principal amount for all purposes hereof (including the accrual of interest thereon at the rates applicable to the principal amount generally). The Company will not issue additional debentures to satisfy and pay any PIK Interest. Interest is calculated on the basis of a 360-day year, consisting of twelve 30 calendar day periods, and accrues daily commencing on the Original Issue Date (as defined in the Debenture) until payment in full of the outstanding principal, together with all accrued and unpaid interest, liquidated damages and other amounts which may become due hereunder, has been made.

~~Table~~During ofthe ~~Contents~~three and nine months ended September 30, 2025, the Company accrued $17,478 and $141,977, respectively, in interest expense pertaining to the First Closing Debentures.

~~The following is a summary of the derivative liability:~~18

~~SCHEDULE OF~~Table ~~THE~~of ~~DERIVATIVE LIABILITY LIABILITY~~ Contents

	Derivative
	Liability
Outstanding as of December 31, 2024	$	2,296,834
Change in fair value		59,594
Outstanding as of June 30, 2025	$	2,356,428

As a result of the issuance of the First Closing Debentures, the Company recognized an aggregate debt discount of $3,333,333. Through December 31, 2024, $869,692 of the debt discount was amortized to interest expense. In February 2025, the Company repaid $1,642,143 of principal and accrued interest. In August and September 2025, the Company repaid aggregate of $1,866,501 of the remaining outstanding principal and accrued interest, including a 20% early redemption premium, resulting in the immediate amortization of all remaining unamortized debt discount of $925,179 and $2,721,058 to interest expense during the three and nine months ended September 30, 2025, respectively. The outstanding amount owed on the First Closing Debentures was converted during October 2025. As a result, the First Closing Debentures are no longer outstanding (see Note 15).

~~Scienture~~The following is a summary ~~Convertible~~of ~~Debt~~the First Closing Debentures:

InSCHEDULE ~~September~~OF ~~2023,~~THE ~~Scienture~~ARENA entered into a Loan and Security Agreement (the “NVK Loan Agreement”) with NVK Finance, LLC, a Nebraska Limited Liability Company (“NVK”) for $2,000,000. The debt accrues interest at a per annum rate equal to the Prime Rate (as defined in the NVK Loan Agreement) plus 7% and the prime rate is adjusted quarterly. As of both June 30, 2025 and December 31, 2024, the interest rate was 15.50%. The debt is collateralized by all of Scienture’s receivables, cash and cash equivalents and its right, title and interest in, to and under its Intellectual Property (as defined in the NVK Loan Agreement) and all proceeds thereof. The principal is entirely repayable on the maturity date in September 2025 and interest is payable monthly following a Qualified Financing (as defined in the NVK Loan Agreement). The NVK debt is convertible into common stock of Scienture at a fully-diluted Scienture valuation of $60,000,000. The balance of the NVK debt upon the Scienture Merger, and at June 30, 2025, was $2,000,000. Interest expense on the NVK debt was $77,500 and $155,000, for the three and six months ended June 30, 2025, respectively.DEBENTURES

August 2024 Note

	Arena Note
Convertible debenture - Arena Principal	$	3,333,333
Original issuance discount		(333,333	)
Other issuance costs		(360,000	)
Fair value of shares issued		(420,200	)
Derivative liability recognized as debt discount		(2,477,217	)
Excess debt discount amortization at issuance date		257,417
Amortization of debt discount		-
Arena note, net of unamortized debt discount, at September 30, 2025	$	-

~~In August~~Derivative 2024, the Company issued a convertible note of $360,000, for which the Company received $314,000 in net proceeds. On the six-month anniversary of the issuance, the Company was required to make a payment of $360,000 to the noteholder and each month thereafter the Company was required to make a payment of $7,200 to the noteholder towards repayment of the note (each, an “Amortization Payment”). The note bears interest at 12% per annum and is deemed earned in full and guaranteed as of the note issuance date. If the Company fails to pay any Amortization Payment, the noteholder will have the right to convert the outstanding principal and accrued interest at a conversion price equal to the Conversion Price (as defined below and subject to a floor price of $1.50). The Conversion Price is the lesser of (i) $8.36 or (ii) 85% of the lowest volume-weighted average prices of the preceding five trading days. The note matures on August 20, 2025.Liability

InThe Company evaluated the ~~connection~~terms ~~with~~of the ~~note,~~conversion features of the ~~Company~~First ~~issued~~Closing 76Debentures as noted above in accordance with ASC Topic No. 815 - 40,~~923~~ “Derivatives ~~warrants~~and Hedging - Contracts in Entity’s Own Stock,” and determined they are not indexed to ~~purchase~~the Company’s common stock and that the conversion feature, which is akin to a redemption feature, meet the ~~noteholder~~definition of a liability. The ~~warrants~~First ~~have~~Closing Debentures contain an ~~exercise~~indeterminate ~~price~~number of $9shares to settle with conversion options outside of the Company’s control.~~36 per~~ ~~share~~Therefore, ~~are~~the ~~immediately~~Company bifurcated ~~exercisable~~the conversion feature and ~~have~~accounted for it as a ~~term~~separate ofderivative ~~5 years~~liability. ~~The~~Upon ~~fair~~issuance ~~value~~ of the ~~warrant~~First ~~was~~Closing Debentures, the Company recognized a derivative liability at a fair value of $712,~~332~~477, 217, which ~~was~~is ~~recognized~~recorded as a debt discount and will be amortized over tothe ~~interest~~life ~~expense~~of ~~over~~ the ~~life~~First Closing Debentures. Upon repayment of the ~~note~~debentures in 2025, the remaining unamortized debt discount was fully amortized to interest expense.

~~Total debt~~The ~~discount~~Company ~~recognized~~measured inthe derivative ~~connection~~liability ~~with~~at ~~the~~fair ~~note~~value ~~was~~based ~~$117,332, with~~on ~~$42,755 amortized~~significant ~~through~~inputs ~~December~~not ~~31,~~observable ~~2024,~~in ~~and~~the anmarket, ~~additional~~which $0causes ~~and~~it ~~$28,931 amortized~~to ~~during~~be ~~the~~classified ~~three~~as ~~and~~a ~~six~~Level 3 ~~months~~measurement ~~ended~~within ~~June~~the ~~30,~~fair ~~2025~~value hierarchy. The ~~net~~valuation ~~carrying value~~ of the ~~note~~derivative ~~payable,~~liability ~~after~~uses ~~deducting~~assumptions and estimates the Company believes ~~remaining~~would ~~unamortized~~be ~~discount~~made ofby ~~$45,646, was~~a ~~$314,354. On~~market ~~March~~participant ~~31,~~in ~~2025,~~making the ~~Company~~same ~~converted~~valuation. ~~the~~The ~~outstanding~~Company ~~note~~assesses ~~into~~these ~~equity~~assumptions byand ~~issuing~~estimates ~~274,000~~on an on-going ~~shares~~basis ofas ~~common~~additional ~~stock~~data atimpacting athe ~~fair~~assumptions ~~value~~and ofestimates ~~$411,000~~are obtained. As aChanges ~~result,~~in itthe ~~recognized~~fair avalue ~~$96,646 loss~~of onthe ~~conversion,~~contingent ~~reported~~consideration liability asrelated ato ~~non-operating~~updated ~~expense~~assumptions inand ~~the~~estimates ~~unaudited~~are ~~condensed~~recognized ~~consolidated~~within the statements of operations.

~~Debt~~The Company valued the derivative ~~Summary~~liability using a Black-Scholes method using following assumptions:

~~The~~SCHEDULE ~~following~~OF isDERIVATIVE ~~a summary of the Company’s debt as of June 30, 2025 and December 31, 2024:~~LIABILITY

SCHEDULE OF DEBT

	September 30, 2025		December 31, 2024
Risk-free interest rate		-		4.290	%
Expected term (in years)		-		1.40
Expected volatility+A13		-		171.46	%
Expected dividend yield		-		0.00	%

	As of June 30, 2025
	Principal outstanding		Unamortized debt discount			Debt, net of unamortized debt discount
Convertible debenture - Arena	$	3,333,333	$	(1,755,349	)	$	1,577,984
Scienture convertible debt		2,000,000		-			2,000,000
Total debt		5,333,333		(1,755,349	)		3,577,984
Current maturity of debt		2,000,000		-			2,000,000
Total long-term debt	$	3,333,333	$	(1,755,349	)	$	1,577,984

	As of December 31, 2024
	Principal outstanding		Unamortized debt discount			Debt, net of unamortized debt discount
Convertible debenture - Arena	$	3,333,333	$	(2,721,058	)	$	612,275
August 2024 note		360,000		(74,577	)		285,423
Scienture convertible debt		2,000,000		-			2,000,000
Total debt		5,693,333		(2,795,635	)		2,897,698
Current maturity of debt		2,360,000		(74,577	)		2,285,423
Total long-term debt	$	3,333,333	$	(2,721,058	)	$	612,275

Table of Contents

~~NOTE~~The following is a summary 9of –the ~~STOCKHOLDERS’~~derivative ~~EQUITY~~liability:

~~Designation~~SCHEDULE ofOF ~~Series~~THE XDERIVATIVE ~~Preferred~~LIABILITY ~~Stock~~LIABILITY

On July 25, 2024, the Company revoked the authorization to issue shares of the Company’s Series A Preferred Stock, par value $0.00001 per share (the “Series A Preferred Stock”) and concurrently authorized the issuance of up to 9,211,246 shares of the Series X Preferred Stock, a then new class of preferred stock.

	Derivative
	Liability
Outstanding as of December 31, 2024	$	2,296,834
Change in fair value		(2,296,834	)
Outstanding as of September 30, 2025	$	-

~~Holders of~~Scienture ~~the~~Convertible Series X Preferred Stock are entitled to receive dividends on shares of the Series X Preferred Stock on an as-if-converted-to-Common-Stock basis, without regard to any beneficial ownership limitation described in a letter of transmittal, equal to and in the same form and manner as dividends are paid to holders of the shares of Common Stock. Subject to any requirements of the General Corporation Law of the State of Delaware, the Series X Preferred Stock has no voting rights. The Series X Preferred Stock ranks on parity with shares of Common Stock as to distributions of assets upon liquidation, dissolution, or winding up of the Company.Debt

AsIn ~~consideration~~September ~~for~~2023, Scienture entered into a Loan and Security Agreement (the ~~Scienture~~“NVK ~~Merger~~Loan Agreement”) with NVK Finance, ~~the~~LLC, ~~shares~~a ofNebraska ~~Scienture~~Limited ~~common~~Liability ~~stock~~Company ~~issued~~(“NVK”) ~~and~~for ~~outstanding~~$2,000,000. The ~~immediately~~debt ~~prior~~accrues interest at a per annum rate equal to the ~~“Effective~~Prime ~~Time”~~Rate of(as defined in the ~~mergers~~NVK ~~were~~Loan ~~converted~~Agreement) ~~into~~plus 7% and the ~~right~~prime rate tois ~~receive,~~adjusted inquarterly. ~~the~~As ~~aggregate,~~of ~~(i)~~both ~~291~~September 30,~~536~~ ~~shares~~2025 ofand December 31, 2024, the ~~Company~~interest rate was 15.50%. The debt is collateralized by all of Scienture’s ~~common~~ ~~stock~~receivables, cash and ~~(ii)~~cash 6equivalents and its right,~~826~~ title and interest in,~~753~~ ~~shares~~to and ofunder its Intellectual Property (as defined in the ~~Company’s~~NVK ~~Series~~Loan XAgreement) ~~Preferred~~and ~~Stock,~~all ~~each~~proceeds ~~share~~thereof. ofThe ~~which~~principal ~~was~~is ~~convertible~~entirely ~~into~~repayable on ~~one~~the ~~share~~maturity date in September of2025 and interest is payable monthly following a Qualified Financing (as defined in the NVK Loan Agreement). The NVK debt is convertible into common stock of Scienture at a fully-diluted Scienture valuation of $60,000,000.

On ~~September~~ 20October 10, ~~2024~~2025, ~~all~~the parties ~~previously~~executed ~~issued~~a ~~shares~~Second ofAmendment ~~Series~~extending Xthe ~~Preferred~~loan’s ~~Stock~~maturity ~~were~~to ~~converted~~December ~~into~~8, a2025, ~~total~~and waiving any existing defaults. As of September 630,~~826~~ 2025,~~753~~ ~~shares~~the outstanding balance (principal + interest) was $2,656,250. Early repayment requires payment of ~~common~~this balance plus ~~stock~~$791.67 per day (or $1,069.44 per day during any new default). As ~~such~~consideration, ~~there~~the ~~were~~Company noagreed ~~issued~~to pay NVK $25,000 plus legal fees, a $25,000 maturity extension fee, and ~~outstanding~~issue 250,000 common shares, ofwhich ~~Series~~the XCompany ~~Preferred~~agreed ~~Stock~~to asregister. As of ~~June~~October 3015, 2025, the Company fully repaid the NVK Loan and satisfied all obligations under the amendment (see Note 15).

18The balance of the NVK debt upon the Scienture Merger, and at September 30, 2025, was $2,000,000. Interest expense on the NVK debt was $77,500 and $232,500, for the three and nine months ended September 30, 2025, respectively.

~~Table~~August of2024 ~~Contents~~Note

~~Common~~In August 2024, the Company ~~Stock~~issued a convertible note of $360,000, for which the Company received $314,000 in net proceeds. On the six-month anniversary of the issuance, the Company was required to make a payment of $360,000 to the noteholder and each month thereafter the Company was required to make a payment of $7,200 to the noteholder towards repayment of the note (each, an “Amortization Payment”). The note bears interest at 12% per annum and is deemed earned in full and guaranteed as of the note issuance date. If the Company fails to pay any Amortization Payment, the noteholder will have the right to convert the outstanding principal and accrued interest at a conversion price equal to the Conversion Price (as defined below and subject to a floor price of $1.50). The Conversion Price is the lesser of (i) $8.36 or (ii) 85% of the lowest volume-weighted average prices of the preceding five trading days. The note matures on August 20, 2025.

~~During the~~In ~~three~~connection ~~months~~with ~~ended~~the ~~June 30~~note, ~~2025,~~ the Company issued 376,~~002,086~~923 ~~shares~~warrants ofto purchase common stock ~~for~~to ~~services~~the noteholder. The ~~fair~~warrants ~~value~~have an exercise price of ~~shares~~$9.36 ~~issued~~per share, ~~for~~are ~~services~~immediately exercisable and have a term of 5 years. The fair value of the warrant was $271,~~701~~332,~~253~~ ~~and~~which was ~~included~~recognized inas ~~general~~a debt discount and ~~administrative~~will ~~expenses~~be inamortized ~~the~~to ~~unaudited~~interest ~~condensed~~expense ~~consolidated~~over ~~statements~~ the life of ~~operations~~the note.

~~During~~Total debt discount recognized in connection with the note was $117,332, with $42,755 amortized through December 31, 2024, and an additional $0 and $28,931 amortized during the three and nine months ended September 30, 2025. The net carrying value of the note payable, after deducting the remaining unamortized discount of $45,646, was $357,554, including $43,200 of accrued interest. On March 31, 2025, the Company ~~issued~~converted ~~240~~the outstanding note into equity by issuing 274,000 shares of common stock ~~for~~at ~~services.~~a ~~The~~ fair value of ~~shares~~$411,000. ~~issued for~~As ~~services~~a ~~was~~result, it recognized a $153,~~080,000~~446 ~~and~~loss ~~was~~on conversion, ~~included~~reported inas ~~general~~a ~~and~~non-operating ~~administrative~~expense ~~expenses~~ in the unaudited condensed consolidated statements of operations.

~~During the~~Debt three months ended March 31, 2025, the Company issued 274,000 shares of common stock at a fair value of $411,000 pursuant to the conversion of the August 2024 convertible note of $314,354. Accordingly, the Company recognized a $96,646 loss on conversion.Summary

~~Arena~~The following is a summary ~~Note~~of ~~Commitment~~the ~~Shares~~Company’s debt as of September 30, 2025 and December 31, 2024:

~~As additional consideration~~SCHEDULE ~~for~~OF the Arena Investors execution and delivery of the Securities Purchase Agreement with the Arena Investors, the Company issued the Arena Investors the SPA Commitment Fee Shares as described in Note 8 above.DEBT

In connection with any Closing following the First Closing, the Company agreed to issue to the Arena Investors participating in such Closing or their designee(s) a certain number of “Commitment Shares.” The aggregate number of Commitment Shares owing to each of the Arena Investors, or their designee(s), in connection with any Closing following the First Closing will be agreed among the Company and the Arena Investors participating in such Closing. For the avoidance of doubt, all of the Commitment Shares issued in connection with the First Closing on the First Closing Date were earned as of the First Closing Date regardless of whether a subsequent Closing occurs (see Note 8).


	As of September 30, 2025
	Principal outstanding		Unamortized debt discount		Debt, net of unamortized debt discount
Convertible debenture - Arena	$	-	$	-	$	-
Scienture convertible debt		2,000,000		-		2,000,000
Total debt		2,000,000		-		2,000,000
Current maturity of debt		2,000,000		-		2,000,000
Total long-term debt	$	-	$	-	$	-

The Company issued to each Arena Investor participating in the First Closing its pro rata portion of 55,000 shares of the Company’s common stock. The fair value of shares issued was $420,200 was recognized as a debt discount, which was amortized to interest expense in full as commitment shares in connection with first closing was fully earned as of first closing date.


	As of December 31, 2024
	Principal outstanding		Unamortized debt discount			Debt, net of unamortized debt discount
Convertible debenture - Arena	$	3,333,333	$	(2,721,058	)	$	612,275
August 2024 note		360,000		(74,577	)		285,423
Scienture convertible debt		2,000,000		-			2,000,000
Total debt		5,693,333		(2,795,635	)		2,897,698
Current maturity of debt		2,360,000		(74,577	)		2,285,423
Total long-term debt	$	3,333,333	$	(2,721,058	)	$	612,275

~~Equity Line~~NOTE of9 ~~Credit~~– STOCKHOLDERS’ EQUITY

OnDesignation November 25, 2024, the Company entered into a purchase agreement (“ELOC Agreement”) with Arena Business Solutions Global SPC II, Ltd (the “Investor”). Under the ELOC Agreement, the Company had the right, but not the obligation, to direct the Investor to purchase up to $50,000,000 in shares of ~~the~~Series ~~Company’s~~B ~~common~~Preferred stock (the “ELOC Shares”) upon satisfaction of certain terms and conditions contained in the ELOC Agreement. The term of the ELOC Agreement began on the date of execution and would end on the earlier of (i) the first day of the month following the 36-month anniversary of the execution date, (ii) the date on which the Investor had purchased the maximum amount of ELOC Shares, or (iii) the effective date of any written notice of termination delivered pursuant to the terms of the ELOC Agreement (the “Commitment Period”). The Company terminated the ELOC Agreement effective as of May 22, 2025.Stock

19Effective June 26, 2023, the Company filed a Certificate of Designation, Preferences, Rights and Limitations of the Series B Preferred Stock (the “Series B Preferred Stock”) with the Secretary of the State of Delaware that designated 787,754 shares of the Company’s authorized and unissued preferred stock as convertible Series B Preferred Stock at a par value of $0.00001 per share.

~~Table~~Holders of the Series B Preferred Stock are not entitled to receive dividends and do not have redemption or voting rights. Furthermore, the Series B Preferred Stock does not have a liquidation preference. Shares of ~~Contents~~Series B Preferred Stock are automatically convertible into shares of the Company’s common stock at a ratio of 100 shares of common stock for each share of Series B Preferred Stock upon stockholder approval of such conversion.

InAs ~~consideration for the Investor’s execution and delivery~~ of ~~the~~September ~~ELOC Agreement~~30, ~~the Company agreed to issue to the Investor~~2025, ~~as a~~there ~~commitment~~were ~~fee: (i) 70~~15,~~000~~759 ~~shares of~~issued ~~the Company’s Common Stock (the “Initial Commitment Fee Shares”)~~ and ~~(ii)~~outstanding ~~in two separate tranches, a number of additional~~ shares of ~~common~~Series ~~stock~~B ~~(the~~Preferred “Additional Commitment Fee Shares” and, together with the Initial Commitment Fee Shares, the “Commitment Fee Shares”) equal to (a) with respect to the first tranche, 500,000 divided by the simple average of the daily VWAP of our common stock during the five (5) trading days immediately preceding the effectiveness of the initial registration statement on which the resale of the Commitment Fee Shares are registered (the “Effectiveness Date”) and (b) with respect to the second tranche, 500,000 divided by the simple average of the daily VWAP of our common stock during the five (5) trading days immediately preceding the two (2) month anniversary of the Effectiveness DateStock. ~~The Additional Commitment Fee Shares were subject to a true-up after each issuance pursuant to the terms of the ELOC Agreement.~~

~~The~~Designation ~~Company issued the Initial Commitment Fee Shares on November 25, 2024. The fair value~~ of ~~the~~Series ~~shares~~X ~~issued~~Preferred was $534,800 and was included in deferred offering costs in the consolidated balance sheets. In March 2025, the deferred offering costs previously capitalized were offset against the gross proceeds from the ELOC share issuances (see below).Stock

~~In 2025,~~On ~~the~~July ~~Company issued to the Investor~~25, ~~450~~2024,~~437~~ ~~Additional~~the ~~Commitment~~Company revoked ~~Fee~~the ~~Shares.~~authorization ~~The~~to ~~fair~~issue ~~value~~shares of ~~shares~~the ~~issued~~Company’s ~~was~~Series ~~$971,732 and~~A ~~was~~Preferred ~~recognized~~Stock, aspar ~~offering~~value ~~costs~~$0.00001 inper ~~connection~~share ~~with~~ (the ~~related~~“Series A ~~ELOC~~Preferred ~~Agreement~~Stock”) ~~share~~and ~~issuances.~~concurrently ~~Accordingly,~~authorized the ~~fair~~issuance ~~value~~ of ~~the~~ ~~shares~~up ~~issued~~to ~~were~~9,211,246 ~~offset~~shares ~~against~~of the ~~gross~~Series ~~proceeds~~X ~~and~~Preferred ~~there~~Stock, a ~~was~~then nonew ~~net~~class ~~effect~~of topreferred ~~stockholders’ equity~~stock.

~~In March~~Holders ~~2025,~~of the ~~Company~~Series ~~issued~~X inPreferred Stock ~~aggregate~~are ~~2,800,000~~entitled to receive dividends on shares of ~~common~~the ~~stock~~Series ~~pursuant~~X Preferred Stock on an as-if-converted-to-Common-Stock basis, without regard to any beneficial ownership limitation described in a letter of transmittal, equal to and in the ~~ELOC~~same ~~Agreement~~form ~~for~~and ~~aggregate~~manner ~~gross~~as dividends ~~proceeds~~are paid to holders of ~~$4,597,999~~the shares of Common Stock. ~~After~~Subject ~~recognition~~to any requirements of the ~~related~~General ~~offering~~Corporation ~~costs,~~Law of the ~~Company~~State ~~recognized~~of aDelaware, the ~~net~~Series ~~increase~~X toPreferred ~~additional~~Stock ~~paid-in capital~~has no voting rights. The Series X Preferred Stock ranks on parity with shares of $2Common Stock as to distributions of assets upon liquidation,~~691~~ dissolution,~~467~~ or winding up of the Company.

~~In April~~As ~~and~~consideration ~~May~~for ~~2025~~the Scienture Merger, the ~~Company~~shares of Scienture common stock issued and outstanding immediately prior to the ~~Investor,~~“Effective ~~614,075~~Time” ~~shares~~ of the ~~common~~mergers ~~stock~~were asconverted into the ~~final~~right ~~Additional~~to ~~Commitment~~receive, ~~Fee~~in ~~Shares owed~~the toaggregate, (i) 291,536 shares of the ~~Investor.~~Company’s ~~The~~common ~~fair~~stock ~~value~~and of(ii) 6,826,753 shares ~~issued~~of ~~was~~the ~~$554,586 and~~Company’s ~~was~~Series ~~recognized~~X asPreferred ~~deferred~~Stock, ~~offering~~each ~~costs~~share inof ~~connection with~~which ~~the~~was ~~related~~convertible ~~ELOC~~into ~~Agreement~~one share ~~issuances~~of common stock.

~~Equity~~In September 20, 2024, ~~Compensation~~all ~~Awards~~previously issued shares of Series X Preferred Stock were converted into a total of 6,826,753 shares of common stock. As such, there were no issued and outstanding shares of Series X Preferred Stock as of September 30, 2025.

Each independent member of the Company’s board of directors (the “Board”) is to receive an annual grant of restricted common stock of the Company equal to $55,000 in value on April 1st of each year (or such date thereafter as the awards are approved by the Board), and valued on such same date, based on the closing sales price on such date (or the first business day thereafter), which restricted stock awards will vest at the rate of 1/4th of such awards over the following four calendar quarters, subject to such directors continued service to the Company.20

~~The Board~~Table and the Company’s stockholders approved an amendment to the Second Amended and Restated 2019 Equity Incentive Plan (the “Plan”), which increased the available shares under the Plan to 5,000,000 shares of ~~the common stock.~~Contents

20Common Stock

~~Table~~During the nine months ended September 30, 2025, the Company issued an aggregate of ~~Contents~~7,103,614 shares of common stock for net proceeds of $9,008,199.

~~NOTE~~During the three months ended 10September –30, ~~WARRANTS~~2025, the Company issued 418,064 shares of common stock for services. The fair value of shares issued for services was $442,238 and was included in general and administrative expenses in the unaudited condensed consolidated statements of operations.

~~In connection~~During ~~with a note (see Note 8), in August 2024~~ the ~~Company~~three ~~issued 76,923 warrants to purchase common stock. The warrants have an~~months ~~exercise~~ended ~~price~~September of30, ~~$9.36 per share~~2025, ~~are immediately exercisable and have~~ a ~~term~~warrant ~~of 5 years. In August 2024, the~~ holder exercised 28279,~~571~~402 warrants for 279,402 shares of commons stock on a cashless basis (see Note 10).

~~As of~~Effective ~~June~~as 30of September 17, 2025, an aggregate of 2,000,000 shares of common stock were issued to employees and consultants pursuant to the cancellation of stock options issued to such holders. The Company ~~remeasured~~revaluated the ~~fair~~cancelled ~~value~~options ofusing ~~warrants~~the ~~outstanding~~Black-Scholes atoptions ~~$197,827.~~model Inimmediately ~~connection~~prior ~~with~~to ~~remeasurement~~modification ofand ~~warrants,~~compared to the afair value of the shares issued at $~~76,122~~0.86 per share and ~~$722,108~~the ~~gain~~remaining ~~was~~expense to be recognized ~~during~~under the ~~three~~original ~~and~~option ~~six~~grant. ~~months~~Accordingly, ~~ended~~the ~~June~~incremental ~~30,~~difference ~~2025~~of $1, ~~respectively~~512,995 was recognized as ~~the~~stock-based ~~change~~compensation expense in ~~fair~~accordance ~~value of~~with ~~warrant~~ASC ~~liability~~718-20-35 during the nine months ended September 30, 2025.

~~The~~During the three months ended ~~Company’s~~June ~~outstanding~~30, ~~and~~2025, ~~exercisable~~the ~~warrants~~Company issued 3,002,086 asshares of ~~June~~common ~~30,~~stock ~~2025~~for services. The fair value of shares issued for services was $2,701,253 and ~~are~~was ~~presented~~included ~~below:~~in general and administrative expenses in the unaudited condensed consolidated statements of operations.

~~SCHEDULE~~During the three months ended OFMarch ~~OUTSTANDING~~31, ~~AND~~2025, ~~EXERCISABLE~~the ~~WARRANTS~~ Company issued 240,000 shares of common stock for services. The fair value of shares issued for services was $1,080,000 and was included in general and administrative expenses in the unaudited condensed consolidated statements of operations.

	Number Outstanding		Weighted Average Exercise Price		Contractual Life In Years		Intrinsic Value
Warrants outstanding as of December 31, 2024		238,594	$	19.02		3.20	$	-
Warrants exercisable as of December 31, 2024		238,594		19.02		3.20		-
Warrants granted		-		-		-		-
Warrants forfeited, expired, cancelled		-		-		-		-
Warrants exercised		-		-		-		-
Warrants outstanding as of June 30, 2025		238,594	$	19.02		2.70		-
Warrants exercisable as of June 30, 2025		238,594	$	19.02		2.70		-

During the three months ended March 31, 2025, the Company issued 274,000 shares of common stock at a fair value of $411,000 pursuant to the conversion of the August 2024 convertible note of $357,554. Accordingly, the Company recognized a $53,446 loss on conversion.

~~NOTE 11~~Arena –Note ~~OPTIONS~~Commitment Shares

~~The Plan~~As ~~allows~~additional consideration for ~~and~~ the ~~Company~~Arena ~~maintains~~Investors ~~stock~~execution ~~option~~and ~~award~~delivery ~~agreements~~of ~~under~~the ~~which~~Arena ~~certain~~SPA ~~employees~~with ~~may~~the beArena ~~awarded~~Investors, ~~option~~the ~~grants~~Company ~~based~~issued the onArena aInvestors ~~combination~~the ofSPA ~~performance~~Commitment ~~and~~Fee ~~tenure.~~Shares ~~The~~as ~~number~~described ofin ~~shares~~Note ~~available~~8 ~~to grant to employees under the Plan is 5,000,000~~above.

~~The~~In connection with any Closing ~~Board~~following ~~and~~the ~~stockholders~~First ~~approved~~Closing, anthe ~~amendment~~Company agreed to issue to the ~~Plan~~Arena ~~increasing~~Investors ~~the~~participating ~~available~~in ~~shares~~such ~~under~~Closing ~~the~~or ~~Plan~~their designee(s) a certain number of “Commitment Shares.” The aggregate number of Commitment Shares owing to 5each of the Arena Investors,~~000~~ or their designee(s),~~000~~ ~~shares~~in ofconnection with any Closing following the ~~Common~~First ~~Stock~~Closing aswill be agreed among the Company and the Arena Investors participating in such ~~common~~Closing. ~~stock~~For ~~existed~~the onavoidance ~~July~~of 24doubt, ~~2024~~all of the Commitment Shares issued in connection with the First Closing on the First Closing Date were earned as of the First Closing Date regardless of whether a subsequent Closing occurs (see Note 8).

~~Total compensation~~The ~~cost~~Company ~~related~~issued to each Arena Investor participating in the First Closing its pro rata portion of 55,000 shares of the Company’s common stock. ~~options~~The ~~granted~~fair value of shares issued was $~~162~~420,~~438~~200 ~~and~~was ~~$444~~recognized ~~for~~as ~~the~~a ~~three~~debt ~~months~~discount, ~~ended~~which ~~June~~was ~~30,~~amortized ~~2025,~~to ~~and~~interest ~~2024,~~expense ~~respectively~~in full as commitment shares in connection with first closing was fully earned as of first closing date.

~~Total compensation~~Equity ~~cost~~Line ~~related~~of ~~to stock options granted was $162,874 and $24,710 for the six months ended June 30, 2025, and 2024, respectively.~~Credit

~~The~~On November 25, 2024, the ~~following~~Company ~~table~~entered ~~represents~~into a purchase agreement (“ELOC Agreement”) with Arena Business Solutions Global SPC II, Ltd (the “Investor”). Under the ELOC Agreement, the Company had the right, but not the obligation, to direct the Investor to purchase up to $50,000,000 in shares of the Company’s common stock ~~option~~(the ~~activity~~“ELOC ~~for~~Shares”) upon satisfaction of certain terms and conditions contained in the ~~six~~ELOC Agreement. The term of the ELOC Agreement began on the date of execution and would end on the earlier of (i) the first day of the month following the 36-month ~~period~~anniversary ~~ended~~of ~~June~~the 30execution date, (ii) the date on which the Investor had purchased the maximum amount of ELOC Shares, or (iii) the effective date of any written notice of termination delivered pursuant to the terms of the ELOC Agreement (the “Commitment Period”). The Company terminated the ELOC Agreement effective as of May 22, 2025:.

~~SCHEDULE OF STOCK OPTION ACTIVITY~~ 21

	Number Outstanding		Weighted-Average Exercise Price		Weighted-Average Contractual Life in Years		Intrinsic Value
Options outstanding as of December 31, 2024		23,930	$	42.16		2.73	$	-
Options exercisable as of December 31, 2024		23,930		42.16		1.83		-
Options granted		2,250,000		0.78		9.79		585,000
Options adjusted		-		-		-		-
Options expired		-		-		-		-
Options exercised		-		-		-		-
Options outstanding as of June 30, 2025		2,273,930	$	1.22		9.72	$	585,000
Options exercisable as of June 30, 2025		23,930	$	42.16		2.28		-

Table of Contents

~~NOTE~~In consideration for the 12Investor’s –execution ~~COMMITMENTS~~and ~~AND~~delivery ~~CONTINGENCIES~~of the ELOC Agreement, the Company agreed to issue to the Investor, as a commitment fee: (i) 70,000 shares of the Company’s Common Stock (the “Initial Commitment Fee Shares”) and (ii) in two separate tranches, a number of additional shares of common stock (the “Additional Commitment Fee Shares” and, together with the Initial Commitment Fee Shares, the “Commitment Fee Shares”) equal to (a) with respect to the first tranche, 500,000 divided by the simple average of the daily VWAP of our common stock during the five (5) trading days immediately preceding the effectiveness of the initial registration statement on which the resale of the Commitment Fee Shares are registered (the “Effectiveness Date”) and (b) with respect to the second tranche, 500,000 divided by the simple average of the daily VWAP of our common stock during the five (5) trading days immediately preceding the two (2) month anniversary of the Effectiveness Date. The Additional Commitment Fee Shares were subject to a true-up after each issuance pursuant to the terms of the ELOC Agreement.

~~Eat~~The ~~Well~~Company issued the Initial Commitment Fee Shares on November 25, 2024. The fair value of the shares issued was $534,800 and was included in deferred offering costs in the consolidated balance sheets. In March 2025, the deferred offering costs previously capitalized were offset against the gross proceeds from the ELOC share issuances (see below).

In ~~July 2023~~2025, the Company ~~entered~~issued to ~~into, and closed on~~ the ~~transactions contemplated~~Investor by450,437 anAdditional ~~Amended~~Commitment ~~and~~Fee ~~Restated~~Shares. ~~Agreement~~The ~~and~~fair ~~Plan~~value of ~~Merger~~shares ~~with~~issued ~~Superlatus~~was $971,732 ~~whereby~~and ~~the~~was ~~Company~~recognized ~~acquired~~as ~~Superlatus (the “Superlatus~~offering ~~Acquisition”).~~costs Inin connection with the ~~Superlatus~~related ~~Acquisition,~~ELOC ~~former~~Agreement ~~shareholders~~share ofissuances. ~~Superlatus received 306~~Accordingly,~~855~~ ~~shares of~~ the ~~Company’s~~fair ~~Series B Preferred Stock, par~~ value ~~$0.00001~~of ~~per~~the ~~share~~shares ~~(the~~issued ~~“Series~~were Boffset ~~Preferred~~against ~~Stock”).~~the ~~The~~gross ~~Series~~proceeds Band ~~Preferred~~there ~~Stock~~was ~~are~~no ~~convertible~~net ~~into~~effect ~~shares~~to ~~of the Company~~stockholders’s ~~common stock at a conversion ratio of 100-1~~equity.

In ~~January~~March ~~2024~~2025, ~~shareholders holding~~the ~~shares~~Company ofissued ~~Series~~an Baggregate ~~Preferred~~of ~~Stock~~2,800,000 ~~surrendered~~ shares of ~~the~~its ~~Series~~common Bstock ~~Preferred~~pursuant ~~Stock back~~ to the ~~Company~~terms asof athe ~~result~~ELOC ofAgreement. ~~Superlatus failing~~The toissuance ~~meet~~generated ~~certain~~total ~~post-closing~~gross ~~conditions~~proceeds, which ~~associated~~after ~~with~~deducting ~~the~~applicable ~~Superlatus~~offering ~~Acquisition~~costs, ~~such~~resulted ~~that~~in ~~only~~net ~~15,759~~proceeds ~~shares~~ of ~~Series B Preferred Stock remained outstanding~~$4,333,609.

OnIn ~~March~~April 5,and ~~2024,~~May 2025, the Company ~~sold~~ ~~all~~issued ofto the ~~issued~~Investor, ~~and~~614,075 shares ~~outstanding~~of common stock ofas ~~Superlatus~~the ~~Inc.~~final toAdditional ~~Superlatus~~Commitment ~~Foods~~Fee ~~Inc.~~Shares ~~pursuant~~owed to the ~~Superlatus SPA~~Investor. AsThe afair ~~result~~value of ~~the~~ ~~transaction,~~shares ~~Superlatus~~issued ~~Inc. ceased to be a subsidiary of the Company~~was $554,586 and ~~the~~was recognized ~~rights~~as ~~and~~deferred ~~assets~~offering ofcosts ~~Superlatus~~in ~~together~~connection with ~~various liabilities~~the ~~and~~related ~~obligations~~ELOC ~~that~~Agreement ~~were~~share ~~specific to Superlatus Inc~~issuances. ~~became~~As ~~rights~~mentioned ~~and~~above, ~~obligations of~~ the ~~Buyer. The shares of Series B Preferred~~Company ~~Stock~~terminated ~~issued~~the inELOC ~~connection~~Agreement ~~with~~effective ~~the~~as ~~Superlatus~~of ~~Acquisition~~May ~~remain~~22, ~~outstanding~~2025.

InPrivate January 2025, Eat Well Investment Group, Inc., a Canadian company (“Eat Well”) holding 11,643.84 shares of the Series B Preferred Stock, filed a complaint against the Company in the United States District Court for the Middle District of Florida alleging, among other things, that the Company is responsible for paying certain consideration to Eat Well in connection with Superlatus’ acquisition of Eat Well in June 2023 prior to the Company’s acquisition of Superlatus. Ultimately, Eat Well is seeking $8.5 million to be delivered in the form Company common stock, $1.15 million in unpaid principal and accrued interest under a legacy note made by Superlatus in favor of Eat Well, $350,000 in cash consideration owed by Superlatus to Eat Well, $755,000 in unpaid principal and accrued interest on ten promissory notes made by Sapientia, Inc., a subsidiary of Superlatus, in favor of Eat Well, and certain other damages. There can be no assurance that an amicable resolution will be obtained. The Company intends to vigorously defend itself in the litigation.Placements

~~Kesin~~In ~~Pharma~~July ~~Corporation~~2025, the Company’s board of directors approved a capital raise in an aggregate amount of up to $3,000,000 pursuant to a form of Common Stock Purchase Agreement (the “Purchase Agreement”). During July 2025, the Company sold an aggregate of 1,078,614 shares of common stock for aggregate proceeds of $1,679,993, pursuant to Purchase Agreements with eight accredited investors.

~~Scienture~~Registered ~~entered~~Direct into an exclusive license and commercial agreement (the “Kesin Agreement”) with Kesin Pharma Corporation (“Kesin”) whereby Scienture granted the exclusive license rights to commercialize SCN-102 in 2022 and SCN-104 in 2023 to Kesin for use in the United States of America.Offering

~~In March~~On ~~2024~~August 15, ~~the parties terminated the Kesin Agreement~~2025, ~~and~~ the Company ~~parties~~issued ~~agreed~~an ~~that~~aggregate ~~Scienture~~of ~~would~~3,225,000 shares ~~pay~~of ~~Kesin~~common astock ~~total~~for ~~gross~~aggregate ~~amount~~ proceeds of $13,~~285~~549,~~000 upon~~184, ~~commercialization~~pursuant ofto ~~product via~~ a ~~royalty~~Securities ~~arrangement.~~Purchase ~~The~~Agreement ~~royalty~~(the ~~agreement~~“Purchase ~~requires~~Agreement”) ~~that~~with ifseveral ~~the~~institutional ~~full~~accredited ~~$1,285,900~~investors ~~has~~as ~~not~~part ~~been~~of ~~repaid~~a ~~within~~registered ~~two~~direct ~~years~~offering ofmade ~~the~~pursuant ~~earlier~~to ofa ~~(i)~~shelf ~~commercial~~registration ~~launch~~statement oron ~~(ii)~~Form ~~120~~S-3 ~~days~~(File ~~from~~No. 333- ~~FDA approval~~289198), ~~then~~ ~~interest~~which ~~will~~was ~~accrue~~originally ~~prospectively~~filed atby athe ~~rate~~Company ofwith ~~8% annually on~~ the ~~unpaid~~Securities ~~balance.~~and ~~Accordingly,~~Exchange ~~Scienture~~Commission ~~recorded~~(the “Commission”) aon $August 1,~~285~~ 2025,~~000 termination~~ ~~fee~~and ~~liability.~~declared Aseffective ofon ~~June~~August 308, ~~2025,~~ ~~the entire amount is outstanding~~2025.

~~In August~~ATM 2024, Kesin demanded immediate payment of the full amount under the Kesin Termination Agreement, alleging the full amount is payable in connection with the consummation Scienture’s business combination with the Company. Scienture disputed that the amount is payable, and the parties entered into discussions to resolve the issue.Program

On ~~March~~September 1119, 2025, ~~Kesin~~the ~~filed~~Company aentered ~~complaint~~into ~~against~~an ~~Scienture in~~Equity Distribution Agreement (the ~~United~~“ATM ~~States~~Agreement”) ~~District~~with Maxim ~~Court~~Group ~~for~~LLC (“Maxim”). Pursuant to the ~~Eastern~~ATM ~~District~~Agreement, ofMaxim ~~New~~will ~~York~~act as the Company’s sole sales ~~seeking~~agent ~~payment~~with respect to the offer and sale from time-to-time of shares of the ~~disputed~~Company’s common stock, par value $10.~~285~~00001 ~~million.~~per share, ~~There~~having ~~can~~an beaggregate nogross ~~assurance~~sales ~~that~~price anof ~~amicable~~up ~~resolution~~to $18,792,009 through one or more “at-the-market” offerings (the “ATM Program”). Any Shares sold in connection with the ATM Program will be ~~obtained~~issued pursuant to a shelf registration statement on Form S-3 (File No. ~~Scienture~~333-289198) (the ~~intends~~“Shelf toRegistration ~~vigorously~~Statement”) ~~defend~~filed ~~itself~~with inthe Securities and Exchange Commission (the “SEC”) ~~litigation~~on August 1, 2025, and declared effective by the SEC on August 8, 2025, the prospectus contained in the Registration Statement, and a prospectus supplement dated September 19, 2025, and a prospectus supplement dated October 24, 2025.

21The Company has agreed to pay Maxim a commission of 3.0% of the gross sales price of any Shares sold in the offering. The Company will also reimburse Maxim for certain specified expenses in connection with its services under the Agreement. As of September 30, 2025, the Company had issued and sold 100 shares of common stock in connection with the ATM Program.

~~Table~~Equity ofCompensation ~~Contents~~Awards

~~NOTE~~Each independent member of 13the –Company’s ~~LEASES~~board of directors (the “Board”) is to receive an annual grant of restricted common stock of the Company equal to $55,000 in value on April 1st of each year (or such date thereafter as the awards are approved by the Board), and valued on such same date, based on the closing sales price on such date (or the first business day thereafter), which restricted stock awards will vest at the rate of 1/4th of such awards over the following four calendar quarters, subject to such directors continued service to the Company.

The ~~Company~~ ~~entered~~Board ~~into~~and ~~a lease agreement for~~ the ~~period of October 2018 to November 2023. At inception, management had included the renewal~~Company’s ~~period~~stockholders ~~from~~approved ~~November~~an ~~2023~~amendment to ~~November 2028 within~~ the ~~initial~~Second ~~recognition~~Amended ~~of the related right of use assets~~ and ~~lease~~Restated ~~liabilities,~~2019 ~~as it~~Equity ~~was~~Incentive ~~reasonably~~Plan ~~expected, at~~ (the ~~time~~“Plan”), which ~~that~~increased the ~~renewal~~available ~~option~~shares ~~would~~under ~~be exercised. The Company determined that~~ the ~~new~~Plan ~~lease~~to ~~required measurement~~5,000,000 ~~and~~shares ~~recognition~~ of the ~~lease~~common ~~liability and right-of-use assets of $313,301~~stock. ~~The lease is classified as an operating lease. No incentives were included in the lease.~~

On April 30, 2025, the Company completed the sale of its subsidiaries, IPS, Softell and Bonum Health, Inc., to Tollo. In connection with the transaction, the Company derecognized subsidiary’s operating lease right-of-use assets of $142,138 and operating lease liability of $158,687 (see Note 1). As such, the Company recognized a gain of $16,548 on disposition of related IPS lease.22

~~On July~~Table ~~25, 2024, the Company entered into and closed the Scienture Merger. Pursuant to the Scienture Merger Agreement, the Company acquired right~~ of ~~use asset value of $61,578 and right of use liability of $61,886 on the acquisition date together with all the assets and liabilities of Scienture.~~Contents

~~The table~~NOTE ~~below~~10 ~~reconciles~~– ~~the fixed component of the undiscounted cash flows for and the total remaining years to the lease liabilities recorded in the consolidated balance sheet as of June 30, 2025.~~WARRANTS

~~Supplemental~~In connection with a note ~~balance~~(see ~~sheet~~Note ~~information~~8), ~~related~~in August 2024 the Company issued 76,923 warrants to ~~leases~~purchase common stock. The warrants have an exercise price of $9.36 per share, are asimmediately ~~follows:~~exercisable and have a term of 5 years. In August 2024, the holder exercised 28,571 warrants for shares of common stock on a cashless basis. Pursuant to the adjustment provisions in Section 3(b) of the warrant agreement, the exercise price automatically adjusted following the Company’s issuance of shares at a dilutive price of $1.20 on or about August 14, 2025, resulting in an automatic increase in the aggregate warrant share amount. Accordingly, in August 2025, the holder exercised aggregate of 279,402 warrants for shares of common stock on a cashless basis, including 12,706 warrants issued on October 4, 2023.

~~SCHEDULE~~As of September 30, 2025, OFthe ~~BALANCE~~Company ~~SHEET~~remeasured ~~INFORMATION~~the ~~RELATED~~fair TOvalue ~~LEASES~~of warrants outstanding at $138,624. In connection with the remeasurement of warrants, a $59,203 and $781,311 gain was recognized during the three and nine months ended September 30, 2025, respectively, as the change in fair value of warrant liability.

	June 30,			December 31,
	2025			2024
Weighted-average remaining lease term (in years)		1.08			3.48
Weighted-average discount rate		15.50	%		10.90	%

The Company’s outstanding and exercisable warrants, as of September 30, 2025, are presented below:

SCHEDULE OF ~~FUTURE~~OUTSTANDING ~~MINIMUM~~AND ~~PAYMENTS~~EXERCISABLE ~~FOR OPERATING LEASE LIABILITIES~~ WARRANTS

Future lease obligations
	Number Outstanding			Weighted Average Exercise Price		Contractual Life In Years		Intrinsic Value
2025 remaining	$	15,054
Warrants outstanding as of December 31, 2024		238,594		$	19.02		3.20	$	-
2026		17,823
Warrants exercisable as of December 31, 2024		238,594			19.02		3.20		-
Total minimum lease payments		32,877
Warrants granted		-			-		-		-
Less: effect of discounting		(2,275	)
Warrants forfeited, expired, cancelled		-			-		-		-
Present value of future minimum lease payments		30,602
Warrants exercised		(61,058	)		8.91		-		-
Less: current obligation under lease		28,056
Warrants outstanding as of September 30, 2025		177,536		$	22.50		2.02		-
Long-term lease obligations	$	2,546
Warrants exercisable as of September 30, 2025		177,536		$	22.50		2.02		-

~~For the~~NOTE ~~three~~11 ~~months~~– ended June 30, 2025, and 2024, total operating lease expense was $22,795 and $12,841, respectively, which is included in general and administrative expenses in the unaudited condensed consolidated statements of operations.OPTIONS

~~For the~~The ~~six~~Plan ~~months~~allows ~~ended~~for ~~June~~and ~~30,~~the Company ~~2025,~~maintains ~~and~~stock ~~2024,~~option ~~total~~award ~~operating~~agreements ~~lease~~under ~~expense~~which ~~was~~certain ~~$59,197~~employees ~~and~~may ~~$25,681,~~be ~~respectively,~~awarded ~~which~~option isgrants ~~included in~~based ~~general~~on a combination of performance and ~~administrative~~tenure. ~~expenses~~The innumber ~~the~~of ~~unaudited~~shares ~~condensed~~available ~~consolidated~~to ~~statements~~grant ofto ~~operations~~employees under the Plan is 5,000,000.

~~NOTE~~The Board and stockholders 14approved –an ~~SEGMENT~~amendment ~~REPORTING~~to the Plan increasing the available shares under the Plan to 5,000,000 shares of the Common Stock as such common stock existed on July 24, 2024.

~~Factors used~~Total tocompensation ~~identify~~cost ~~the~~related to ~~Company’s~~stock ~~reportable~~options ~~segments~~granted ~~include~~was ~~the~~$144,565 ~~organizational structure of the Company~~ and ~~the~~$437 ~~financial information available~~ for ~~evaluation by~~ the ~~chief~~three ~~operating~~months ~~decision-maker~~ended ~~(the~~September ~~“CODM”)~~30, in2025, ~~making decisions about how to allocate resources~~ and ~~assess~~2024, ~~performance~~respectively. The Company’s operating segments have been broken out based on similar economic and other qualitative criteria. The Company operates all reporting segments in one geographical area (the United States).

~~The Company’s~~Total ~~chief~~compensation ~~operating~~cost ~~decision-makers~~related to ~~are~~stock ~~its~~options ~~co-Chief~~granted ~~Executive~~was ~~Officers~~$307,439 ~~who make resource allocation decisions~~ and ~~assess~~ ~~performance based on financial information presented on an aggregate basis. There are no segment managers who are held accountable by the chief operating decision-maker~~$25,147 ~~or anyone else,~~ for ~~any~~the ~~planning,~~nine ~~strategy~~months ~~and~~ended ~~key~~September ~~decision-making regarding operations. Accordingly, as of June~~ 30, 2025, ~~the Company has a single reportable segment~~ and ~~operating~~2024, ~~segment structure~~respectively.

~~The~~On ~~key~~September ~~measures~~17, of2025, ~~segment profit~~the orCompany ~~loss~~cancelled ~~reviewed~~2,000,000 bystock ~~our~~options ~~CODM~~and ~~are~~granted ~~operating~~the ~~costs.~~related ~~These~~option ~~metrics~~holders ~~are~~2,000,000 ~~reviewed~~shares ~~and~~of ~~monitored~~common bystock. This modification resulted in the ~~CODM~~Company torecognizing ~~manage~~the ~~and~~remaining ~~forecast~~expense ~~cash.~~under ~~The CODM~~the ~~also~~original ~~reviews~~option ~~operating~~and ~~costs~~an toadditional ~~manage,~~incremental ~~maintain~~consideration ~~and~~as ~~enforce~~a result ~~all~~of ~~contractual~~the ~~agreements~~modification. toTotal ~~ensure~~stock-based ~~costs~~compensation ~~are~~cost ~~aligned~~as ~~with~~a ~~all~~result ~~agreements and~~of ~~budget~~this transaction was $1,512,995.

~~NOTE~~The following table represents 15stock –option ~~SUBSEQUENT~~activity ~~EVENTS~~for the nine-month period ended September 30, 2025:

~~In July 2025 Board approved~~SCHEDULE aOF ~~capital~~STOCK ~~raise~~OPTION by the Company in an aggregate amount of up to $3,000,000 pursuant to a form of Common Stock Purchase Agreement (the “Purchase Agreement”). The Purchase Agreement provides that the Company would issue and sell, and investors would purchase, shares of the Company’s common stock, for a price per share of $1.59.ACTIVITY

Between July 18, 2025 and August 6, 2025, we entered into Purchase Agreements with various investors, pursuant to which such investors purchased, and the Company sold, an aggregate of 754,716 shares of the Company’s common stock. As of August 6, 2025, we have received approximately $1.3 million in aggregate proceeds, though the Company may continue to raise additional proceeds of up to the $3 million approved by the Board.

	Number Outstanding			Weighted-Average Exercise Price		Weighted-Average Contractual Life in Years		Intrinsic Value
Options outstanding as of December 31, 2024		23,930		$	42.16		2.73	$	-
Options exercisable as of December 31, 2024		23,930			42.16		1.83		-
Options granted		2,250,000			0.78		9.79		585,000
Options cancelled		(2,000,000	)		0.78		-		-
Forfeited/expired		(253,254	)		2.17		-		-
Options exercised		-			-		-		-
Options outstanding as of September 30, 2025		20,676		$	31.64		2.39	$	585,000
Options exercisable as of September 30, 2025		20,676		$	31.64		2.39		-

2223

Table of Contents

~~ITEM 2.~~NOTE ~~MANAGEMENT’S~~12 ~~DISCUSSION~~– ~~AND~~COMMITMENTS ~~ANALYSIS OF FINANCIAL CONDITION~~ AND ~~RESULTS OF OPERATIONS~~CONTINGENCIES

~~General Information~~Eat Well

~~This~~As ~~information~~previously ~~should be~~disclosed ~~read~~ in ~~conjunction~~the ~~with~~Company’s ~~the~~Annual ~~interim~~Report ~~unaudited~~on ~~financial~~Form ~~statements~~10-K ~~and~~filed with the ~~notes~~SEC ~~thereto~~on ~~included~~March in26, ~~this Report~~2025, and the ~~audited~~Quarterly ~~financial statements~~Report ~~and~~on ~~notes~~Form ~~thereto~~10-Q ~~and~~filed with ~~“Part~~the ~~II.~~SEC ~~Other~~on ~~Information~~August –12, ~~Item~~2025, 7.the ~~Management’s~~Company ~~Discussion~~entered into, and ~~Analysis~~closed ofon ~~Financial~~the transactions contemplated by, an Amended and Restated ~~Condition~~Agreement and ~~Results~~Plan of ~~Operations~~Merger with Superlatus,” ~~contained~~whereby inthe ~~our~~Company ~~Annual~~acquired ~~Report~~Superlatus on(the ~~Form~~“Superlatus Acquisition”) ~~10-K~~in ~~for~~July ~~the~~2023. ~~year~~In ~~ended~~connection ~~December~~with ~~31,~~the ~~2024~~Superlatus Acquisition, ~~filed~~former shareholders of Superlatus received 306,855 ~~with~~shares of the ~~SEC~~Company’s onSeries ~~March~~B 26Preferred Stock, ~~2025~~par value $0.00001 per share (the “~~Annual~~Series ~~Report~~B Preferred Stock”). The Series B Preferred Stock are convertible into shares of the Company’s common stock at a conversion ratio of 100-1.

~~Certain~~In January 2024, shareholders ~~capitalized~~holding ~~terms~~shares ~~used~~of ~~below~~Series ~~and~~B ~~otherwise~~Preferred ~~defined~~Stock ~~below,~~surrendered ~~have~~shares of the ~~meanings~~Series ~~given~~B toPreferred ~~such~~Stock ~~terms~~back into the ~~footnotes~~Company toas ~~our~~a ~~unaudited~~result ~~consolidated~~of Superlatus ~~financial~~failing ~~statements~~to ~~included~~meet ~~above~~certain ~~under~~post-closing ~~“Part~~conditions Iassociated –with ~~Financial~~the ~~Information~~Superlatus –Acquisition, ~~Item~~such 1.that ~~Financial~~only ~~Statements~~15,759 shares of Series B Preferred Stock remained outstanding.”

~~Unless the~~On ~~context~~March ~~requires~~5, ~~otherwise~~2024, ~~references to~~ the “Company,” sold ~~“we,”~~all ~~“us,” and~~of ~~“our”~~the ~~refer~~issued ~~specifically~~and tooutstanding ~~Scienture~~stock ~~Holdings,~~of Superlatus Inc., ~~formerly~~to ~~TRxADE~~Superlatus ~~HEALTH,~~Foods ~~INC~~Inc., ~~and~~pursuant ~~its~~to ~~consolidated subsidiaries~~the Superlatus SPA. ~~References~~As toa ~~“Q1”,~~result of ~~“Q2”,~~the ~~“Q3”~~transaction, ~~and~~Superlatus ~~“Q4” refer~~Inc. ceased to ~~the~~be ~~first,~~a ~~second,~~subsidiary ~~third~~of the Company, and ~~fourth~~the ~~quarter,~~rights ~~respectively,~~and assets of ~~the~~Superlatus ~~applicable~~together ~~year.~~with ~~Unless~~various liabilities ~~otherwise~~and ~~stated~~obligations orthat ~~the~~were ~~context~~specific ~~otherwise requires,~~to ~~comparisons~~Superlatus ~~from~~Inc. ~~one~~became ~~period~~rights toand ~~another~~obligations ~~are~~of to the ~~same~~Buyer. ~~period~~The shares of Series B Preferred Stock issued in connection with the ~~prior~~Superlatus ~~fiscal~~Acquisition ~~year~~remain outstanding.

In ~~addition~~January 2025, ~~unless~~Eat Well Investment Group, Inc., a Canadian company (“Eat Well”) holding 11,643.84 shares of the ~~context~~Series B Preferred ~~otherwise~~Stock, ~~requires~~filed ~~and~~a complaint against the Company in the United States District Court for the ~~purposes~~Middle District of ~~this~~Florida ~~Report~~alleging, ~~only:~~among other things, that the Company is responsible for paying certain consideration to Eat Well in connection with Superlatus’ acquisition of Eat Well in June 2023 prior to the Company’s acquisition of Superlatus. Ultimately, Eat Well is seeking $8.5 million to be delivered in the form Company common stock, $1.15 million in unpaid principal and accrued interest under a legacy note made by Superlatus in favor of Eat Well, $350,000 in cash consideration owed by Superlatus to Eat Well, $755,000 in unpaid principal and accrued interest on ten promissory notes made by Sapientia, Inc., a subsidiary of Superlatus, in favor of Eat Well, and certain other damages. There can be no assurance that an amicable resolution will be obtained. The Company intends to vigorously defend itself in the litigation.

	●	“Exchange Act” refers to the Securities Exchange Act of 1934, as amended; and
	●	“Securities Act” refers to the Securities Act of 1933, as amended.

Kesin Pharma Corporation

~~Summary of~~As ~~The~~previously ~~Information Contained~~ disclosed in ~~Management~~the Company’s ~~Discussion~~Annual Report on Form 10-K filed with the SEC on March 26, 2025, and ~~Analysis~~the ofQuarterly ~~Financial~~Reports ~~Condition~~on Form 10-Q filed with the SEC on May 12, 2025, and ~~Results~~August of12, ~~Operations~~2025, Scienture entered into an exclusive license and commercial agreement (the “Kesin Agreement”) with Kesin Pharma Corporation (“Kesin”) whereby Scienture granted the exclusive license rights to commercialize SCN-102 in 2022 and SCN-104 in 2023 to Kesin for use in the United States of America.

~~Our~~In March 2024, the parties ~~Management’s~~terminated ~~Discussion~~the Kesin Agreement, and ~~Analysis~~the ofparties ~~Financial~~agreed ~~Condition~~that ~~and~~Scienture ~~Results~~would pay Kesin a total gross amount of ~~Operations~~$1,285,000 ~~(MD&A)~~upon iscommercialization of ~~provided~~product invia ~~addition~~a toroyalty arrangement. The royalty agreement requires that if the full $1,285,900 has not been repaid within two years ~~accompanying~~of ~~consolidated~~the ~~financial~~earlier ~~statements~~of ~~and~~(i) ~~notes~~commercial tolaunch ~~assist~~or ~~readers~~(ii) in120 ~~understanding~~days ~~our~~from ~~results~~FDA approval, then interest will accrue prospectively at a rate of ~~operations~~8% annually on the unpaid balance. Accordingly, ~~financial~~Scienture ~~condition~~recorded a $1, ~~and~~285,000 ~~cash~~termination ~~flows~~fee liability. ~~MD&A~~As isof ~~organized~~September as30, ~~follows:~~2025, the entire amount is outstanding.

●In ~~Company~~August ~~Overview.~~2024, ~~Discussion~~Kesin ofdemanded immediate ~~our~~payment ~~business~~of ~~and~~the ~~overall~~full ~~analysis~~amount ofunder ~~financial~~the ~~and~~Kesin ~~other~~Termination ~~highlights affecting us~~Agreement, toalleging ~~provide context for~~ the ~~remainder~~full ofamount ~~MD&A.~~is ●payable ~~Liquidity and Capital Resources. An analysis of changes~~ in ~~our~~connection ~~consolidated~~with ~~balance~~the consummation ~~sheets~~Scienture’s ~~and~~business ~~cash~~combination ~~flows~~with ~~and~~the ~~discussion of our financial condition~~Company. ●Scienture ~~Results~~disputed ofthat ~~Operations. An analysis of our financial results comparing~~ the ~~three~~amount ~~and~~is ~~six months ended June 30~~payable, ~~2025,~~ and ~~2024.~~the ●parties entered ~~Critical~~into ~~Accounting~~discussions ~~Policies. Accounting estimates that we believe are important~~ to ~~understanding~~resolve the ~~assumptions and judgments incorporated in our reported financial results and forecasts~~issue.

On March 11, 2025, Kesin filed a complaint against Scienture in the United States District Court for the Eastern District of New York seeking payment of the disputed $1.285 million. The case was voluntarily dismissed on October 1, 2025. The Company and Kesin entered into a Settlement Agreement and ~~Overview~~Release on October 27, 2025, whereby Kesin agreed to unconditionally release and discharge the Company from all actions related to the complaint in exchange for the Company paying $1.285 million plus 8% interest from March 13, 2025, and legal fees and costs related to the complaint according to a payment schedule through December 2026 (see Note 15).

On July 25, 2024, we acquired a wholly-owned subsidiary, Scienture, which is a specialty pharmaceutical company focused on developing and commercializing products for the treatment of central nervous system and cardiovascular diseases. Scienture LLC is developing a broad range of novel product candidates including new potential treatments for hypertension, migraine, pain and thrombosis and other related disorders. Scienture’s assets in development are across therapeutics areas and indications and cater to different market segments. Scienture’s mission is to identify, develop and bring to market innovative technology-based products to address unmet medical needs. Its targeted portfolio consists of short term and long-term opportunities with efficient development, regulatory, and go to market strategies.24

~~After~~Table ~~our acquisition~~ of Scienture, we existed as a holding company owning all equity interests of Softell Inc. (f/k/a Trxade Inc.) (“Softell”), Integra Pharma Solutions, LLC d.b.a. Trxade Prime (“IPS”), Bonum Health, LLC, Bonum Health Inc., and Scienture.Contents

~~On October 4, 2024, the Company~~NOTE ~~and~~13 ~~Softell~~– entered into IPS Assignment Agreement, pursuant to which the Company transferred, and Softell accepted, 100% of the membership interests of IPS. As a result, IPS became a wholly-owned subsidiary of Softell. During the year ended December 31, 2023 and a portion of the quarter ended March 31, 2024, Softell, operated a web-based market platform that enabled commerce among healthcare buyers and sellers of pharmaceuticals, accessories and services. Softell’s current primary operations are conducted through IPS. IPS is a licensed pharmaceutical wholesaler and sells brand, generic and non-drug products to customers. IPS’ customers include all healthcare markets including government organizations, hospitals, clinics and independent pharmacies nationwide.LEASES

OnThe Company ~~September~~entered ~~20,~~into ~~2024~~a lease agreement for the period of October 2018 to November 2023. At inception, management had included the renewal ~~Company~~period ~~fil~~from ~~changed~~November ~~its~~2023 ~~legal~~to ~~name~~November ~~from~~2028 ~~“TRxADE~~within ~~HEALTH~~the initial recognition of the related right of use assets and lease liabilities, ~~Inc~~as it was reasonably expected, at the time, that the renewal option would be exercised.” toThe ~~“Scienture~~Company ~~Holdings~~determined that the new lease required measurement and recognition of the lease liability and right-of-use assets of $313,301. ~~Inc~~The lease is classified as an operating lease.” No incentives were included in the lease.

23On April 30, 2025, the Company completed the sale of its subsidiaries, IPS, Softell and Bonum Health, Inc., to Tollo. In connection with the transaction, the Company derecognized subsidiary’s operating lease right-of-use assets of $142,138 and operating lease liability of $158,687 (see Note 1). As such, the Company recognized a gain of $16,548 on disposition of related IPS lease.

~~Table~~On July 25, 2024, the Company entered into and closed the Scienture Merger. Pursuant to the Scienture Merger Agreement, the Company acquired right of ~~Contents~~use asset value of $61,578 and right of use liability of $61,886 on the acquisition date together with all the assets and liabilities of Scienture.

~~Bonum~~The ~~Health,~~table ~~LLC~~below ~~was~~reconciles ~~formed~~the tofixed ~~hold~~component ~~certain~~of ~~telehealth~~the ~~assets~~undiscounted ~~acquired~~cash inflows ~~October~~for ~~2019.~~and ~~The~~the ~~“Bonum~~total ~~Health~~remaining ~~Hub”~~years ~~was~~to ~~launched in~~the ~~February~~lease ~~2020;~~liabilities recorded ~~however,~~in the ~~Company~~consolidated ~~does~~balance ~~not~~sheet ~~anticipate~~as ~~installations~~of ~~moving~~September ~~forward. On April~~ 30, 2025~~, the Company completed the sale of Bonum Health, Inc~~. ~~and Bonum Health, LLC.~~

~~Disposition~~Supplemental ofbalance ~~Legacy~~sheet ~~Subsidiaries~~information related to leases are as follows:

~~On April 8, 2025, the Company~~SCHEDULE ~~entered~~OF ~~into~~BALANCE aSHEET ~~Membership~~INFORMATION ~~Interest~~RELATED ~~Purchase~~TO ~~Agreement (the “IPS MIPA”) with Tollo Health, LLC (“Tollo”), pursuant to which Tollo agreed to purchase and the Company agreed to sell all of the Company’s membership interests in IPS.~~LEASES

On April 8, 2025, the Company also entered into a Stock Purchase Agreement (the “Bonum and Softell SPA” and together with the IPS MIPA, the “Agreements”) with Tollo, pursuant to which Tollo agreed to purchase and the Company agreed to sell all issued and outstanding shares of common stock of Bonum Health, Inc. and Softell. Suren Ajjarapu, the Company’s former Chief Executive Officer, and Prashant Patel, the Company’s former President and Chief Operating Officer, each had a beneficial interest in Tollo at the time the Company entered into the each of the Agreements.

	September 30,			December 31,
	2025			2024
Weighted-average remaining lease term (in years)		0.83			3.48
Weighted-average discount rate		15.50	%		10.90	%

The Company and Tollo consummated the closing of each of the Agreements on April 30, 2025. As consideration for acquiring IPS, Softell, and Bonum Health, Inc., Tollo agreed to pay the Company $5 million, with that consideration delivered in the form of a promissory note bearing interest at the prime rate. The promissory note matures on June 30, 2030. However, Tollo is required to pay 20% of the proceeds of a future equity financing toward repayment of the principal and accrued but unpaid interest owed under the promissory note. On June 24, 2025, the promissory note was assigned to Integral Health, Inc., which (at the time of the assignment) was owned by Suren Ajjarapu, the Company’s former Chief Executive Officer, and Prashant Patel, the Company’s former President and Chief Operating Officer.

Future lease obligations
2025 remaining	$	7,638
2026		17,823
Total minimum lease payments		25,461
Less: effect of discounting		(1,324	)
Present value of future minimum lease payments		24,137
Less: current obligation under lease		24,137
Long-term lease obligations	$	-

~~The divestitures are part~~For ~~of a broader strategic realignment at~~ the ~~Company~~three ~~designed~~months toended ~~sharpen~~September ~~operational~~30, ~~focus~~2025, and ~~unlock~~2024, ~~long-term~~total ~~value.~~operating Itlease isexpense ~~aligned~~was ~~with the~~$8,906 ~~Company’s~~and ~~commitment to streamline its core operations~~$28,034, ~~optimize its portfolio~~respectively, ~~and~~which ~~accelerate~~is ~~growth~~ included in ~~the~~general ~~Branded~~ and ~~Specialty Pharma~~administrative ~~markets.~~expenses ~~The~~in ~~Company intends to use~~ the ~~proceeds~~unaudited ~~obtained~~condensed ~~from~~consolidated ~~the~~statements ~~divestment~~of ~~to facilitate the high-growth commercial and strategic product development activities at its Scienture subsidiary~~operations.

~~The~~For ~~Company~~the ~~believes~~nine ~~that~~months ~~the~~ended ~~key~~September ~~benefits~~30, of2025, and 2024, total operating lease expense was $68,103 and $53,715, respectively, which is included in general and administrative expenses in the ~~divestitures~~unaudited ~~include:~~condensed consolidated statements of operations.

●NOTE 14 ~~Increased~~– ~~Operational~~SEGMENT Efficiency: Streamlining the Company’s structure aimed at strengthening its balance sheet, providing for leaner operations and a more agile decision-making framework. ● Realize Synergies: Consolidating overlapping functions and eliminating redundancies intended to cause annualized cost savings. ● Dedicated Focus: Affording the full focus and deployment of resources to the commercial products and the high value product pipeline in development at its Scienture subsidiary.REPORTING

~~Existing~~Factors used ~~Business~~to identify the Company’s reportable segments include the organizational structure of the Company and the financial information available for evaluation by the chief operating decision-maker (the “CODM”) in making decisions about how to allocate resources and assess performance. The Company’s operating segments have been broken out based on similar economic and other qualitative criteria. The Company operates all reporting segments in one geographical area (the United States).

~~Subsequent~~The toCompany’s ~~the~~chief ~~disposition~~operating ofdecision-makers ~~IPS,~~are ~~Softell,~~its ~~and~~co-Chief ~~Bonum~~Executive ~~Health~~Officers, ~~Inc.~~who wemake ~~now~~resource ~~exist~~allocation asdecisions aand ~~holding~~assess performance ~~company~~based ~~for~~on ~~existing~~financial ~~and~~information ~~planned~~presented ~~pharmaceutical~~on ~~operating companies~~an ~~focused~~aggregate onbasis. ~~providing~~There ~~enhanced~~are ~~value~~no tosegment ~~patients,~~managers ~~physicians~~who ~~and~~are ~~caregivers~~held ~~through~~accountable ~~developing,~~by the ~~bringing~~chief tooperating ~~market~~decision-maker, ~~and~~or ~~distributing novel~~anyone ~~specialty~~else, ~~pharmaceutical~~for ~~products~~any toplanning, ~~satisfy~~strategy ~~unmet~~and ~~market~~key ~~needs~~decision-making regarding operations. WeAccordingly, as ~~are~~of inSeptember 30, 2025, the ~~process~~Company ofhas ~~winding~~a ~~down~~single ~~our~~reportable ~~Bonum~~segment ~~Health,~~and ~~LLC~~operating ~~subsidiary~~segment structure.

~~Operating since 2019, Scienture,~~The ~~located~~key inmeasures ~~Commack,~~of ~~New~~segment ~~York,~~profit isor aloss ~~specialty~~reviewed ~~pharmaceutical~~by ~~company~~our ~~focused~~CODM ~~providing~~are ~~enhanced~~operating ~~value~~costs. toThese ~~patients,~~metrics ~~physicians~~are reviewed and ~~caregivers~~ monitored by ~~offering~~the ~~novel specialty products~~ CODM to ~~satisfy~~manage ~~unmet~~and ~~market~~forecast ~~needs~~cash. InThe ~~this~~CODM ~~regard,~~also ~~Scienture~~reviews isoperating incosts ~~the~~to ~~process~~manage, ofmaintain ~~developing~~ and ~~commercializing products~~enforce ~~for~~all ~~the~~contractual ~~treatment~~agreements ofto ~~central nervous system (“CNS”) and cardiovascular (“CVS”)~~ensure ~~diseases~~costs asare ~~well~~aligned aswith aall ~~broad~~agreements ~~range of novel product candidates including new potential treatments for hypertension, migraine, pain~~ and ~~thrombosis~~ ~~and other related disorders~~budget.

2425

Table of Contents

~~Scienture’s vision is~~NOTE to15 be– aSUBSEQUENT leader in the industry by developing and commercializing new medicines for the treatment of CNS and CVS diseases and across other therapeutic areas. Key elements of Scienture’s strategy to achieve this vision include:EVENTS

●Equity ~~Advance~~Compensation product candidates through clinical studies and toward commercialization. Scienture is in various stages of clinical development for the product candidates in its pipeline, and it intends to move these programs efficiently toward being commercially available to patients, subject to approval by the U.S. Food and Drug Administration (the “FDA”). ● Drive growth and profitability. Using dedicated sales and marketing resources in the U.S., which Scienture is in the process of building, Scienture will seek to begin to generate revenues and then drive the revenue growth of its product candidates approved for marketing by the FDA. ● Continue to grow pipeline. Scienture will continue to evaluate and seek to develop additional product candidates that it believes have significant commercial potential through Scienture’s internal research and development efforts. ● Target strategic business development opportunities. Scienture is exploring a broad range of strategic opportunities. This may include in-licensing products and entering into co-promotion and co-development partnerships for Scienture’s product candidates, although no agreements have been reached.Awards

~~Scienture~~On ~~currently~~October ~~has four primary product candidates in its development pipeline~~1, ~~summarized below~~2025, ~~and~~the ~~is engaged in a variety of research and development efforts~~Company toissued ~~develop~~an ~~novel~~aggregate ~~product candidates for the treatment~~ of ~~various disease conditions. To date~~1, ~~Scienture has not generated revenue from product sales and will not generate such revenues until it successfully obtains regulatory approval for~~200,898 ~~and~~shares ~~commercializes, its product candidates. The progress~~ of ~~Scienture~~common ~~products~~stock ~~its development pipeline~~ to ~~date~~its isofficers ~~represented~~and bydirectors under the ~~green~~Plan ~~bars~~as ~~shown below~~compensation.

25Convertible Debenture – Arena

~~Table~~On October 3, 2025, the Company entered into a letter agreement (the “Arena Agreement”) with the Arena Investors whereby the Company and the Arena Investors agreed to amend Section 4(b) of ~~Contents~~the First Closing Debentures. Specifically, the Company and the Arena Investors agreed to revise the conversion price of the First Closing Debentures to $2.4861 per share. In addition, each of the Arena Investors agreed to convert the remaining amounts owed by the Company under the First Closing Debentures into shares of the Company’s common stock in accordance with the revised terms of the Debentures (the “Full Conversion”).

~~Scienture~~All ~~has~~conditions ~~devoted~~to ~~and~~the Full Conversion ~~will~~were ~~continue~~subsequently tomet ~~devote~~and, ~~significant~~therefore, ~~resources~~all toObligations ~~research~~(as ~~and~~defined ~~development~~in ~~activities~~the Security Agreement dated November 25, 2024, by and ~~expects~~among tothe Company ~~incur~~and ~~significant~~the ~~expenses~~Arena Investors) under the Transaction Documents (as ~~Scienture continues~~defined ~~advancing~~in ~~its~~the ~~product~~Arena ~~candidates~~SPA) ~~towards~~have ~~FDA~~been ~~approval~~deemed paid and ~~expanding~~automatically and ~~product~~irrevocably ~~indications~~released, ~~for~~satisfied ~~approved~~and ~~products~~discharged ~~and~~in ~~its~~full ~~intellectual property~~(except ~~portfolio.~~those ~~Scienture’s~~obligations ~~expectations~~of ~~regarding~~the ~~its~~Company ~~research~~under Section 5.10 of the Arena SPA and ~~development~~Section ~~programs~~7 ~~are~~of ~~subject~~the toRegistration ~~risks~~Rights Agreement dated November 25, ~~including~~2024, by and among the Company and the Arena Investors). Furthermore, ~~risk~~the ~~that~~First ~~Scienture’s~~Closing ~~financial~~Debentures, ~~condition~~all other Transaction Documents, and ~~results~~all security interests, pledges and other liens of ~~operations~~every ~~may~~type beat ~~materially~~any time ~~and~~granted ~~adversely~~to ~~affected~~or held by ~~delays~~the Arena Investors were terminated and ~~failures in~~automatically and irrevocably released without further action by the Arena ~~completion~~Investors. ofAs ~~clinical~~a ~~development~~result, neither of ~~its~~the ~~product~~Arena ~~candidates,~~Investors ~~which~~will ~~could~~have ~~increase~~any ~~its~~obligation ~~costs~~to make any credit extensions or ~~delay~~financial accommodations to the Company or ~~limit~~any ~~our~~other ~~ability~~obligations, toduties, ~~generate~~or responsibilities in connection therewith. The Company issued an aggregate of 224,998 ~~revenues~~shares to the Arena Investors in connection with the Full Conversion and no longer has any outstanding payment or other obligations under the First Closing Debentures.

Scienture ~~currently~~Convertible depends on third-party commercial manufacturing organizations (“CMOs”) for its manufacturing operations, including the production of raw materials, finished dosage form product, and product packaging for both its planned product commercialization and for use in its preclinical and clinical research. Scienture does not own or operate manufacturing facilities for the production of any of its product candidates nor does Scienture have plans to develop its own manufacturing operations in the foreseeable future to support clinical trials or commercial production. Scienture currently employs internal resources to manage its manufacturing contractors.Debt

On October 10, 2025, the Company and Scienture, isLLC inentered ~~discussion~~into a Second Amendment of Loan and Security Agreement (the ~~with~~“Second ~~CMOs~~Amendment”) ~~headquartered~~to inthe ~~North~~NVK ~~America~~Loan. Pursuant to the Second Amendment, ~~Europe~~the parties agreed to extend the maturity date of the loan until December 8, 2025 (the “New Maturity Date”) and ~~Asia~~NVK ~~for~~agreed ~~its~~to ~~pipeline~~waive ~~product~~any ~~candidates~~existing Events of Default (as defined in the NVK Loan). ~~These~~The ~~CMOs~~parties ~~offer~~acknowledged athat ~~comprehensive~~as ~~range~~of September 30, 2025, the total outstanding balance of ~~commercial~~the ~~contract~~NVK ~~manufacturing~~Loan, inclusive of principal and ~~packaging~~interest, ~~services~~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).

IfAs consideration ~~Scienture~~for ~~fails~~NVK toexecuting ~~produce its~~the ~~products~~Second ~~and~~Amendment, ~~product~~the ~~candidates~~Company inagreed ~~the~~to ~~volumes~~(i) ~~that~~pay itNVK ~~requires~~a onfee ain ~~timely~~the ~~basis,~~amount orof ~~fails~~$25,000 toplus ~~comply~~any ~~with~~associated legal ~~stringent~~fees; ~~regulations~~(ii) ~~applicable to~~pay ~~pharmaceutical~~NVK ~~drug~~a ~~manufacturers,~~maturity ~~Scienture~~extension ~~may~~fee ~~face~~of ~~delays~~$25,000 inon the ~~development~~New Maturity Date; and ~~commercialization~~(ii) ofissue ~~its~~250,000 ~~products~~shares ~~and~~of ~~product~~the ~~candidates~~Company’s orcommon bestock, ~~required~~par tovalue ~~withdraw~~$0.00001 ~~its~~per ~~products~~share, ~~from~~to ~~the~~NVK. ~~market for~~The ~~risks~~Company ~~associated~~also ~~with~~agreed ~~manufacturing and~~to ~~supply~~register the resale of ~~its~~the ~~products~~shares ~~and~~of ~~product~~common ~~candidates~~stock issued to NVK.

~~SCN-102~~As ~~(ARBLITM~~of -October ~~Losartan~~15, ~~Oral~~2025, ~~Suspension)~~the Company has fully repaid all amounts due under the NVK Loan and satisfied all obligations under the Second Amendment.

~~SCN-102, with the brand name ArbliTM,~~Streeterville is an oral liquid formulation of losartan potassium for (i) treatment of hypertension, to lower blood pressure in adults and children greater than 6 years old, (ii) reduction of the risk of stroke in patients with hypertension and left ventricular hypertrophy, and (iii) treatment of diabetic nephropathy with an elevated serum creatinine and proteinuria in patients with type 2 diabetes and a history of hypertension. SCN-102 was approved by the FDA in March 2025, making SCN-102 the first and only FDA-approved ready-to-use oral liquid losartan in the U.S. market.Note

~~Losartan~~On October is14, ~~classified~~2025, asthe anCompany ~~angiotensin~~entered into and closed on a note purchase agreement (the “Purchase Agreement”) ~~receptor~~with ~~blocker~~Streeterville Capital, LLC, (~~ARB~~the “Lender”), which provided for ~~treating~~the ~~hypertension~~issuance ~~and~~of isa ~~one~~senior ofsecured promissory note in the ~~highest~~principal ~~prescribed~~amount ~~molecules~~of ~~for~~$3,911,111.11 (the ~~this~~“Streeterville ~~indication~~Note”). ~~Current~~The ~~products~~Streeterville inNote ~~the~~carries ~~market~~an ~~containing~~original ~~losartan~~issue ~~are~~discount ~~available~~of ~~only~~$391,111.11 and asan ~~oral~~interest ~~solids~~rate of 9% per annum, ~~which~~computed ~~can~~on bethe ~~further~~basis of a 360-day year comprise of twelve (12) thirty (30) day months, compounded daily. The Company agreed to apay ~~liquid~~$20,000 to ~~formulation.~~the ~~ArbliTM~~Lender to cover the Lender’s transaction costs, isresulting in the ~~first~~Company ~~liquid~~receiving ~~formulation~~net proceeds of ~~losartan~~$3,500,000. Upon onreceipt of the Unet proceeds, the Company repaid in full the remaining outstanding balance of the NVK Loan.S. ~~market~~The ~~that~~Company ~~does~~intends ~~not~~to utilize ~~require~~the ~~compounding~~remaining ~~and~~net ~~has~~proceeds ~~reduced~~from ~~dosing~~closing ~~volume~~of ~~and~~the ~~long-term~~Purchase Agreement for working capital, debt repayment, capital expenditures, ~~shelf~~product ~~life~~development, atand ~~room~~other ~~temperature~~general ~~storage~~corporate purposes.

~~SCN-102 has two formulation composition~~The ~~and~~Streeterville ~~method~~Note ofwas ~~use~~to ~~patents~~mature ~~listed~~on in the ~~FDA’s~~seven ~~Approved~~month ~~Drug~~anniversary ~~Products~~of ~~with~~closing; ~~Therapeutic Equivalence Evaluations~~however, ~~commonly referred~~ ~~to as~~ the ~~“orange~~Company ~~book”:~~fully ~~(i)~~repaid ~~Patent~~all #:outstanding ~~11,890,273,~~balances ~~Issue~~and ~~Date:~~fulfilled ~~February~~all 6,obligations ~~2024,~~under ~~titled~~the ~~“LOSARTAN~~Streeterville ~~LIQUID~~Note ~~FORMULATIONS AND~~as ~~METHODS~~of OFNovember ~~USE”, Expiration Date: October~~ 7, ~~2041 and (ii) Patent # 12,156,869; Issue Date: December 3, 2024, titled “LOSARTAN LIQUID FORMULATIONS AND METHODS OF USE”~~2025.

26ATM Program Increase

~~Table~~On September 19, 2025, the Company entered into an Equity Distribution Agreement (the “ATM Agreement”) with Maxim Group LLC (“Maxim”). Pursuant to the ATM Agreement, Maxim will act as the Company’s sole sales agent with respect to the offer and sale from time-to-time of ~~Contents~~shares of the Company’s common stock, par value $0.00001 per share, having an aggregate gross sales price of up to $18,792,009 through one or more “at-the-market” offerings (the “ATM Program”). Any Shares sold in connection with the ATM Program will be issued pursuant to a shelf registration statement on Form S-3 (File No. 333-289198) (the “Shelf Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”) on August 1, 2025, and declared effective by the SEC on August 8, 2025, the prospectus contained in the Registration Statement, and a prospectus supplement dated September 19, 2025, and a prospectus supplement dated October 24, 2025. The Company has agreed to pay Maxim a commission of 3.0% of the gross sales price of any Shares sold in the offering. The Company will also reimburse Maxim for certain specified expenses in connection with its services under the Agreement. As of the date of this prospectus supplement, we have sold 15,722,759 shares of our common stock under the ATM Sales Agreement and have received $15,568,236 in gross proceeds in connection with these sales. The Company fully repaid the Streeterville Note utilizing proceeds received from sales of its common stock under the ATM Program.

~~SCN-104 (Multi-dose Dihydroergotamine Mesylate~~Employment ~~(“DHE”) injection pen)~~Agreement

~~The~~On October ~~SCN-104~~20, ~~injection~~2025, ~~pen is a disposable~~Scienture, ~~multiple fixed dose~~LLC, ~~single~~a ~~entity~~wholly ~~combination~~owned ~~product~~subsidiary ~~comprised~~ of aScienture ~~small~~Holdings, ~~molecule drug that is administered using a customized injection pen~~Inc. ~~SCN-104 is a drug product containing DHE as~~ (the ~~active~~“Company”), ~~ingredient.~~entered into ~~The~~(i) ~~mechanism~~an ofamendment ~~action~~to ofthat ~~SCN-104~~certain isEmployment ~~mediated~~Agreement ~~through DHE~~by and isbetween ~~the~~Scienture, ~~same~~LLC asand ~~that of DHE~~Dr. ~~DHE~~Narasimhan isMani, ~~available in~~ the ~~market as a single dose nasal spray, which has a high degree of variability~~Company’s inPresident ~~clinical~~and ~~outcomes.~~Co-Chief ~~While~~Executive ~~DHE~~Officer ~~is also available in~~ (the ~~market~~“Mani asEmployment ~~single~~Amendment”); ~~dose~~and ~~ampoules~~(ii) ~~for~~an ~~injection,~~amendment weto ~~believe~~ that ~~the process of~~certain ~~dose~~Employment ~~withdrawal~~Agreement ~~from the ampoule followed~~ by ~~self-injection~~and atbetween ~~the~~Scienture, ~~time~~LLC ~~of intense need is cumbersome~~ and ~~difficult for the patient~~Dr. ~~We believe~~Shankar ~~that~~Hariharan, the ~~SCN-104~~Company’s ~~multi-dose~~Executive ~~self-injection~~Chairman ~~pen is easy to use, provides enhanced patient convenience,~~ and ~~provides~~Co-Chief ~~for consistent~~Executive ~~and~~Officer ~~accurate~~(collectively, ~~delivery~~the of“Employment ~~doses~~Amendments”). The ~~SCN-104~~Employment ~~injection~~Amendments ~~pen~~became iseffective ~~being~~on ~~developed~~October 1, ~~via~~2025, ~~the~~and ~~505(b)(2)~~were ~~regulatory~~previously ~~pathway~~approved ~~for~~by the ~~acute~~Compensation ~~treatment~~ Committee of ~~migraine headaches with or without aura and~~ the ~~acute~~Company’s ~~treatment~~Board of ~~cluster~~Directors ~~headache~~(the ~~episodes~~“Compensation Committee”).

AsPursuant to ~~shown~~the inEmployment ~~third party studies of DHE~~Amendments, ~~SCN-104~~Dr. Mani’s ~~mechanism~~annual ofbase ~~action~~salary ~~for~~increased ~~its~~from ~~antimigraine~~$325,000 ~~effect is due~~ to ~~its~~$400,000 ~~potential~~and ~~action~~Dr. asHariharan’s ~~an agonist at the serotonin~~annual ~~5-HT1D~~base ~~receptors.~~salary ~~SCN-104~~increased isfrom ~~intended~~$175,000 ~~for~~to ~~subcutaneous~~$400,000, ~~administration.~~each ~~SCN-104~~subject isto ~~also~~periodic ~~intended~~review ~~for~~by ~~acute~~the ~~use~~Compensation ~~and is not intended for chronic administration~~Committee. ~~Scienture~~Additionally, ~~has~~each ~~conducted two preclinical studies~~ of ~~SCN-104 and~~ the ~~SCN-104~~Employment ~~injection~~Amendments ~~pen:~~modifies ~~(i)~~Scienture, aLLC’s ~~30-day~~severance ~~repeated dose~~obligations ~~toxicity~~to ~~study~~Dr. ofMani ~~dimethyl sulfoxide~~ and ~~caffeine~~Dr. ~~following~~Hariharan, ~~thrice daily~~respectively, ~~3 times per week subcutaneous administration~~ in ~~Sprague-Dawley rats~~the ~~and (ii) a 30-day repeated dose toxicity study~~ event of ~~dimethyl~~termination ~~sulfoxide~~without ~~and~~Cause ~~caffeine~~or ~~following~~for ~~thrice~~Good ~~daily,~~Reason 3(each ~~times~~as ~~per~~defined ~~week subcutaneous administration~~ in ~~Göttingen minipigs~~Dr. ~~Both~~Mani’s ~~studies~~and ~~support~~Dr. aHariharan’s ~~conclusion~~respective ~~that SCN-102 is considered to have no toxicological significance~~Employment ~~across hematology, coagulation parameters, clinical chemistry and urinalysis~~Agreements).

~~Scienture~~Kesin ~~has~~Pharma had discussions with the FDA regarding its development program for SCN-104, with the FDA indicating that the reference product selected for a comparative regulatory study and proposed plan for manufacturing New Drug Application registration batches are acceptable. The FDA also provided Scienture with feedback on nonclinical safety studies and stability testing. Scienture is working to scale the formulation to enable future commercial scale production and the pen has been optimized for commercial use. Currently, Scienture is focused on planning bioequivalence studies and increasing manufacturing activities for the SCN-104 injection pen. Scienture plans to initiate a Phase 1 single dose study in healthy adults in 2026, following submission of an Investigational New Drug application (an “IND”), if the IND is cleared by the FDA.Corporation

~~SCN-104~~On March ~~has~~11, 2025, Kesin filed a ~~formulation~~complaint ~~composition and~~against ~~method~~Scienture in the United States District Court for the Eastern District of ~~use~~New ~~application~~York ~~pending~~seeking payment inof the ~~U.S.~~disputed ~~(Appl~~$1.285 Nomillion. ~~17/757~~The case was voluntarily dismissed on October 1,~~924;~~ ~~Filing~~2025. ~~Date:~~The ~~June~~Company 23and Kesin entered into a Settlement Agreement and Release on October 27, ~~2022;~~2025, ~~Expiration~~whereby ~~Date:~~Kesin ~~June~~agreed 15to unconditionally release and discharge the Company from all actions related to the complaint in exchange for the Company paying $1.285 million plus 8% interest from March 13, ~~2035)~~2025, and legal fees and costs related to the complaint according to a payment schedule through December 2026.

~~SCN-106 (Potential Biosimilar)~~26

~~Scienture~~Table isof developing a potential biosimilar, SCN-106, based on Cathflo Activase, a reference product that is a thrombolytic agent that binds to fibrin in clots and converts entrapped plasminogen to plasmin. SCN-106 is a sterile, purified glycoprotein that is synthesized using the complementary DNA for natural human tPA obtained from a Chinese hamster ovary cell-line.Contents

~~Scienture is working with~~ITEM ~~Anthem Biosciences Pvt, Ltd~~2. toMANAGEMENT’S ~~develop~~DISCUSSION aAND ~~biosimilar~~ANALYSIS ~~product~~OF ~~that~~FINANCIAL ~~utilizes~~CONDITION ~~the~~AND ~~same~~RESULTS ~~mechanism(s)~~OF of action for the proposed condition of use, and has the same route of administration, dosage form, and strength as the reference product. The development program is focused on establishing the analytical similarity of SCN-106 to the reference product. Multiple clones of CHO cells have been produced to synthesize lots of SCN-106 which were screened for similarity to the reference product for several key biochemical quality attributes as well as overall protein yield and finalization of a lead clone.OPERATIONS

~~Scienture completed a Biosimilar~~General Initial Advisory meeting with the FDA in June 2023 to discuss the CMC, non-clinical, and clinical studies required for regulatory approval. As a result of this meeting, Scienture learned that its analytical strategy for initiating analytical similarity studies between SCN-106 and a proposed biosimilar product is acceptable. Scienture also learned that SCN-106 is suitable for further development and received guidance from the FDA on a comparable clinical study needed to demonstrate biosimilarity of SCN-106 and the reference product. In this regard, Scienture was informed that no additional safety, PK, toxicology or dose range finding studies will be required due to the method of use (very limited exposure) and the availability of an extensive amount of data on the original brand product. The only clinical requirement is a comparative phase 3 clinical study in the sensitive population to demonstrate that there are no clinically meaningful differences between SCN-106 and the currently marketed product.Information

~~SCN-106~~This information isshould abe ~~potential~~read ~~biosimilar~~ in conjunction with the interim unaudited financial statements and ~~considered~~the bynotes thereto included in this Report, and the ~~Company~~audited tofinancial bestatements ~~part~~and notes thereto and “Part II. Other Information – Item 7. Management’s Discussion and Analysis of ~~its~~Financial ~~product~~Condition ~~development~~and ~~portfolio~~Results of Operations,” ~~however~~contained ~~the~~in ~~Company~~our isAnnual ~~not~~Report ~~pursuing~~on ~~patent~~Form ~~protection~~10-K for the year ended ~~this~~December ~~product~~31, 2024, filed with the SEC on March 26, 2025 (the “Annual Report”).

27Certain capitalized terms used below and otherwise defined below, have the meanings given to such terms in the footnotes to our unaudited consolidated financial statements included above under “Part I – Financial Information – Item 1. Financial Statements.”

~~Table~~Unless the context requires otherwise, references to the “Company,” “we,” “us,” and “our” refer specifically to Scienture Holdings, Inc., formerly TRxADE HEALTH, INC., and its consolidated subsidiaries. References to “Q1”, “Q2”, “Q3”, and “Q4” refer to the first, second, third, and fourth quarter, respectively, of ~~Contents~~the applicable year. Unless otherwise stated or the context otherwise requires, comparisons from one period to another are to the same period of the prior fiscal year.

~~SCN-107~~In addition, ~~(Bupivacaine~~unless ~~Long-Acting~~the ~~Injection)~~context otherwise requires and for the purposes of this Report only:

SCN-107 is a long-acting injection suspension formulation of a non-opioid analgesic that is indicated for postsurgical local and regional analgesia. Scienture’s long-acting formulation, SCN-107, is a novel microsphere-based formulation of bupivacaine that comprises the drug in polymer-based microspheres and is intended to provide pain management over a period of 5-7 days. The product candidate is designed to potentially provide longer term post-surgical pain relief compared to the currently available products in the market.

	●	“*Exchange Act*” refers to the Securities Exchange Act of 1934, as amended; and
	●	“*Securities Act*” refers to the Securities Act of 1933, as amended.

~~Based on initial discussions~~Summary ~~with FDA regarding this program, Scienture believes this product candidate would require at least one Phase 3 clinical trial to support submission~~ of aThe ~~marketing~~Information ~~application.~~Contained ~~Scienture~~in ~~anticipates~~Management’s ~~submitting~~Discussion ~~an IND~~ and, ifAnalysis ~~cleared by the FDA, initiating a Phase 1 single dose study in healthy adults in 2025 to conduct an initial assessment~~ of ~~safety~~Financial Condition and ~~tolerability~~Results of ~~SCN-107.~~Operations

~~Scienture has entered into~~Our ~~Feasibility~~Management’s ~~Study~~Discussion and ~~Animal~~Analysis ~~Trial~~of ~~Material~~Financial ~~Manufacturing~~Condition ~~Agreement~~and ~~with~~Results ~~Innocore~~of ~~Technologies,~~Operations ~~B.V.~~ (~~“Innocore”~~MD&A)~~, as~~ ~~amended~~is onprovided ~~December~~in 2,addition ~~2022~~to (the ~~“Innocore License”), for certain intellectual property rights associated~~ ~~with~~accompanying ~~SCN-107.~~consolidated ~~Under~~financial ~~the~~statements ~~Innocore License, Innocore granted Scienture a worldwide exclusive, milestone, royalty-bearing~~ and ~~sublicensable license~~notes to ~~certain~~assist ~~patent~~readers ~~rights~~in ~~for~~understanding ~~the~~our ~~research~~results ~~and development~~ of ~~SCN-107~~operations, infinancial ~~postsurgical local~~ condition, and ~~regional~~cash ~~analgesia~~flows. ~~Pursuant~~MD&A ~~to the Innocore License, Scienture~~ is ~~required~~organized to make low single-digit percentage royalty payments based on annual net sales of licensed products for the first three years of sales on a country-by-country basis, subject to a low single digit increase as ~~of the fourth year of sales on a country-by-country basis.~~follows:

~~SCN-107~~● ~~has~~Company aOverview. ~~formulation~~Discussion ~~composition~~ of our business and ~~method~~overall analysis of ~~use~~financial ~~application~~and ~~pending~~other inhighlights affecting us, to provide context for the ~~U.S.~~remainder ~~(Appl~~of MD&A. No● Liquidity and Capital Resources. ~~17/996,995;~~An ~~Filing~~analysis ~~Date:~~of ~~October~~changes ~~24,~~in ~~2022;~~our ~~Expiration~~consolidated ~~Date:~~balance onsheets orand ~~after April~~cash ~~22,~~flows ~~2041)~~and discussion of our financial condition. ~~Applications~~● inResults ~~Canada~~of Operations. An analysis of our financial results comparing the three and ~~Europe~~nine ~~are~~months ~~currently~~ended ~~pending~~September 30, 2025, and 2024. As● ~~described~~Critical ~~above,~~Accounting ~~the~~Policies. ~~Company~~Accounting ~~licenses~~estimates ~~certain~~that ~~patent~~we ~~rights from~~believe ~~Innocore~~are ~~for~~important to understanding the ~~research~~assumptions and ~~development~~judgments ofincorporated ~~SCN-107~~in our reported financial results and forecasts.

~~Liquidity~~Company ~~and Capital Resources~~Overview

~~Cash~~ On July 25, 2024, we acquired a wholly-owned subsidiary, Scienture, which is a specialty pharmaceutical company focused on developing and commercializing products for the treatment of central nervous system and cardiovascular diseases. Scienture LLC is developing a broad range of novel product candidates including new potential treatments for hypertension, migraine, pain and thrombosis and other related disorders. Scienture’s assets in development are across therapeutics areas and indications and cater to different market segments. Scienture’s mission is to identify, develop and bring to market innovative technology-based products to address unmet medical needs. Its targeted portfolio consists of short term and long-term opportunities with efficient development, regulatory, and go to market strategies.

~~Cash~~After our ~~was~~acquisition ~~$15,391 as~~ of ~~June 30~~Scienture, ~~2025,~~we ~~compared~~existed ~~to $308,096~~ as ofa ~~December~~holding ~~31,~~company ~~2024.~~owning Weall ~~expect~~equity ~~that~~interests ~~our~~of ~~future~~Softell ~~available~~Inc. ~~capital~~(f/k/a ~~resources~~Trxade ~~will~~Inc.) ~~consist~~(“Softell”), Integra ~~primarily~~Pharma ~~of cash~~Solutions, ~~generated~~LLC ~~from~~d.b.a. ~~Scienture’s~~Trxade ~~operations~~Prime (“IPS”), ~~remaining~~Bonum ~~cash balances~~Health, ~~borrowings~~LLC, ~~and~~Bonum ~~additional~~Health ~~funds~~Inc., ~~raised through sales of debt~~ and~~/or~~ ~~equity securities~~Scienture.

~~Liquidity~~On October 4, 2024, the Company and Softell entered into IPS Assignment Agreement, pursuant to which the Company transferred, and Softell accepted, 100% of the membership interests of IPS. As a result, IPS became a wholly-owned subsidiary of Softell. During the year ended December 31, 2023 and a portion of the quarter ended March 31, 2024, Softell, operated a web-based market platform that enabled commerce among healthcare buyers and sellers of pharmaceuticals, accessories and services. Softell’s current primary operations are conducted through IPS. IPS is a licensed pharmaceutical wholesaler and sells brand, generic and non-drug products to customers. IPS’ customers include all healthcare markets including government organizations, hospitals, clinics and independent pharmacies nationwide.

~~Cash,~~On ~~current~~September ~~assets~~20, ~~current liabilities~~2024, ~~short~~the ~~term~~Company ~~debt~~fil ~~and~~changed ~~working~~its ~~capital~~legal atname ~~the~~from ~~end~~“TRxADE ofHEALTH, ~~each~~Inc.” ~~period~~to ~~were~~“Scienture asHoldings, ~~follows:~~Inc.”

	June 30,			December 31,						Percent
	2025			2024			Change			Change
Cash	$	15,391		$	308,096		$	(292,705	)		-95	%
Current assets (excluding cash)	$	841,234		$	5,997,381		$	(5,156,147	)		-86	%
Current liabilities	$	7,688,199		$	7,906,893		$	(218,694	)		-3	%
Working capital	$	(6,831,574	)	$	(1,601,416	)	$	(5,230,158	)		327	%

~~Our~~Table ~~principal sources~~ of liquidity have historically been cash provided by operations, sales of business assets and operations from time to time, sales of equity, and borrowings under various debt arrangements. Our principal uses of cash have been for operating expenses, technology development, and acquisitions. After our divestiture of our interest in IPS in April 2025 we no longer generate revenues from operations, and therefore anticipate for the remainder of 2025 our principal sources of, and uses of, cash will be from proceeds of prospective sales of equity and debt securities.Contents

28Bonum Health, LLC was formed to hold certain telehealth assets acquired in October 2019. The “Bonum Health Hub” was launched in February 2020; however, the Company does not anticipate installations moving forward. On April 30, 2025, the Company completed the sale of Bonum Health, Inc. and Bonum Health, LLC.

~~Table~~ Disposition of ~~Contents~~Legacy Subsidiaries

~~Liquidity~~On ~~Outlook~~April ~~Cash~~8, ~~Explanation~~2025, the Company entered into a Membership Interest Purchase Agreement (the “IPS MIPA”) with Tollo Health, LLC (“Tollo”), pursuant to which Tollo agreed to purchase and the Company agreed to sell all of the Company’s membership interests in IPS.

~~Cash~~On ~~Requirements~~April 8, 2025, the Company also entered into a Stock Purchase Agreement (the “Bonum and Softell SPA” and together with the IPS MIPA, the “Agreements”) with Tollo, pursuant to which Tollo agreed to purchase and the Company agreed to sell all issued and outstanding shares of common stock of Bonum Health, Inc. and Softell. Suren Ajjarapu, the Company’s former Chief Executive Officer, and Prashant Patel, the Company’s former President and Chief Operating Officer, each had a beneficial interest in Tollo at the time the Company entered into the each of the Agreements.

~~Our~~In ~~primary~~connection ~~objectives~~with ~~for~~each of the ~~remainder~~Agreements, ofthe ~~2025~~Company ~~are~~agreed ~~expected~~ to beretain ~~the~~certain ~~continued~~excluded ~~implementation~~liabilities of ~~Scienture business plan~~IPS, Softell and toBonum ~~complete~~Health, Inc. ~~potential~~including ~~strategic~~all ~~transactions~~liabilities: of(i) ~~our~~related ~~business-~~to~~-consumer subsidiaries~~, ~~which~~in ~~may~~connection ~~include~~with aor ~~potential~~arising ~~sale~~out of any claims, ~~spin-off~~charges, ~~fund~~complaints, ~~raising~~actions, suits, settlements, ~~combination~~hearings, investigations, proceedings, or ~~other~~governmental ~~strategic~~or ~~transaction.~~regulatory ~~There~~inquiries ~~can~~with berespect noto ~~assurance~~IPS, ~~that~~Softell ~~our~~or ~~operations~~Bonum ~~will~~Health, ~~generate~~Inc., ~~significant~~respectively, prior ~~positive~~to ~~cash~~the ~~flow~~closing under the applicable Agreement; (ii) related to, in connection with or arising out of any breach by the Company of the applicable Agreement or ~~that~~any ~~additional~~other ~~funds~~agreements ~~will~~and documents required to be ~~available~~delivered by the Company; (iii) not disclosed by the Company in accordance with each Agreement; (iv) related to ~~us,~~any ~~through~~actions ~~borrowings~~threatened or ~~otherwise~~initiated by a governmental entity against IPS, Softell, onor ~~favorable~~Bonum ~~terms~~Health, ifInc., ~~required~~respectively; inand (v) related to tax returns or tax matters of the ~~future~~Company, IPS, Softell, or atBonum Health, ~~all~~Inc., Werespectively, ~~may~~for ~~also~~any ~~raise~~periods ~~additional~~prior ~~funding~~to inclosing ~~the~~under ~~future through~~ the ~~sale~~applicable ~~of equity~~Agreement.

WeThe Company ~~may~~and ~~require~~Tollo ~~additional funding~~consummated in the ~~future~~closing toof ~~implement~~each onof ~~our~~the ~~business~~Agreements ~~plan~~on ~~and~~April ~~potentially~~30, ~~to expand or complete acquisitions~~2025. ~~The~~As ~~sources~~consideration offor ~~this~~acquiring ~~capital are~~IPS, ~~expected~~Softell, ~~to be equity investments~~ and Bonum ~~notes~~Health, ~~payable~~Inc., ~~Our~~Tollo ~~plan~~agreed ~~for the next twelve months is~~ to ~~continue~~pay ~~exploring~~the ~~strategic~~Company ~~transactions or~~$5 ~~relationships~~million, with ~~counterparties~~that inconsideration ~~industries~~delivered ~~that~~in wethe ~~deem~~form ~~synergistic~~of ora ~~complimentary~~promissory tonote ~~those~~bearing interest ofat the ~~Company,~~prime ~~while~~rate. ~~also~~The ~~seeking to~~promissory ~~expand~~note ~~our~~matures ~~Scienture~~on ~~operations~~June ~~organically~~30, or2030. ~~through acquisitions~~However, asTollo ~~funding~~is ~~and~~required ~~opportunities~~to ~~arise.~~pay In20% of the ~~event~~proceeds weof ~~require additional~~a ~~funding,~~future weequity ~~plan~~financing totoward ~~raise~~repayment ~~that~~of ~~through~~ the ~~sale~~principal ofand ~~debt~~accrued orbut ~~equity,~~unpaid ~~which~~interest ~~may~~owed ~~not~~under bethe ~~available~~promissory onnote. ~~favorable~~On ~~terms~~June 24, 2025, ifthe atpromissory ~~all,~~note ~~and~~was ~~may~~assigned to Integral Health, if ~~sold~~Inc., ~~cause~~which ~~significant~~(at ~~dilution~~the totime ~~existing~~of ~~stockholders.~~the Ifassignment) wewas ~~are~~owned ~~unable~~by toSuren ~~access~~Ajjarapu, ~~additional~~the Company’s ~~capital~~former ~~moving~~Chief ~~forward~~Executive Officer, itand ~~may~~Prashant ~~hurt our~~Patel, ~~ability~~the toCompany’s ~~grow~~former President and toChief ~~generate~~Operating ~~future revenues~~Officer.

~~Going~~The ~~Concern~~divestitures are part of a broader strategic realignment at the Company designed to sharpen operational focus and unlock long-term value. It is aligned with the Company’s commitment to streamline its core operations, optimize its portfolio, and accelerate growth in the Branded and Specialty Pharma markets. The Company intends to use the proceeds obtained from the divestment to facilitate the high-growth commercial and strategic product development activities at its Scienture subsidiary.

The ~~accompanying~~Company ~~interim~~believes ~~consolidated financial statements have been prepared assuming~~ that the ~~Company~~key ~~will~~benefits ~~continue as a going concern, which contemplates realization~~ of ~~assets and~~ the ~~satisfaction~~divestitures of liabilities in the normal course of business within one year after the date the consolidated financial statements are issued. In accordance with Financial Accounting Standards Board, or the FASB, Accounting Standards Update No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40), our management evaluates whether there are conditions or events, considered in aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements are issued.include:

~~As of~~● ~~June~~Increased ~~30,~~Operational ~~2025,~~Efficiency: Streamlining the Company’s ~~had~~structure anaimed ~~accumulated~~at ~~deficit~~strengthening ofits ~~$48~~balance sheet,~~823,543~~ providing for leaner operations and a more agile decision-making framework. As● Realize Synergies: Consolidating overlapping functions and eliminating redundancies intended to cause annualized cost savings. ● Dedicated Focus: Affording the full focus and deployment of ~~June~~resources ~~30,~~to ~~2025,~~the commercial products and the ~~Company~~high ~~had~~value ~~$15,391~~product pipeline in ~~cash~~development at its Scienture subsidiary.

~~We will need to raise additional~~Existing capital or secure debt funding to support on-going operations, and to fund the assets and operations of any businesses or assets we acquire. The sources of this capital are expected to be the sale of equity and debt, which may not be available on favorable terms, if at all, and may, if sold, cause significant dilution to existing stockholders. If we are unable to access additional capital moving forward, it may hurt our ability to grow and to generate future revenues, our financial position, and liquidity. These factors raise substantial doubt about the ability of the Company to continue as a going concern. Unless management is able to obtain additional financing, it is unlikely that the Company will be able to meet its funding requirements during the next 12 months. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.Business

~~Cash~~Subsequent ~~Flows~~to the disposition of IPS, Softell, and Bonum Health, Inc. we now exist as a holding company for existing and planned pharmaceutical operating companies focused on providing enhanced value to patients, physicians and caregivers through developing, bringing to market, and distributing novel specialty pharmaceutical products to satisfy unmet market needs. We are in the process of winding down our Bonum Health, LLC subsidiary.

~~The~~Operating ~~following~~since ~~table~~2019, ~~summarizes~~Scienture, ~~our~~located ~~Consolidated~~in ~~Statements~~Commack, New York, is a specialty pharmaceutical company focused providing enhanced value to patients, physicians and caregivers by offering novel specialty products to satisfy unmet market needs. In this regard, Scienture is in the process of ~~Cash~~developing ~~Flows~~and commercializing products for the ~~following~~treatment ~~periods:~~of central nervous system (“CNS”) and cardiovascular (“CVS”) diseases as well as a broad range of novel product candidates including new potential treatments for hypertension, migraine, pain and thrombosis and other related disorders.

	Six Months Ended
	June 30,									Percent
	2025			2024			Change			Change
Net cash used in operating activities from continuing operations		(4,998,849	)		(5,197,913	)		199,065			-4	%
Net cash provided by (used in) operating activities from discontinued operations		8,145			(769,805	)		777,950			-101	%
Operating Activities		(4,990,704	)		(5,967,718	)		977,014			-16	%
Net cash used in investing activities from continuing operations		-			(2,500,000	)		2,500,000			-100	%
Net cash provided by investing activities from discontinued operations		-			29,931,815			(29,931,815	)		-100	%
Investing Activities		-			27,431,815			(27,431,815	)		-100	%
Net cash provided by (used in) financing activities from continuing operations		4,697,999			(13,891,011	)		18,589,010			-134	%
Net cash used in financing activities from discontinued operations		-			(5,000	)		5,000			-100	%
Financing Activities		4,697,999			(13,896,011	)		18,594,010			-134	%
Net change in cash	$	(292,705	)	$	7,568,086		$	(7,860,791	)		-104	%

29Table of Contents

~~Table~~Scienture’s vision is to be a leader in the industry by developing and commercializing new medicines for the treatment of ~~Contents~~CNS and CVS diseases and across other therapeutic areas. Key elements of Scienture’s strategy to achieve this vision include:

~~Cash~~● ~~used~~Advance product candidates through clinical studies and toward commercialization. Scienture is in ~~operating~~various ~~activities~~ stages of clinical development for the ~~six~~product ~~months~~candidates ~~ended~~in ~~June~~its 30pipeline, ~~2025,~~and ~~was~~it $4intends to move these programs efficiently toward being commercially available to patients,~~990,704,~~ ~~compared~~subject to ~~cash~~approval ~~used~~by inthe ~~operations~~U.S. ~~for~~Food and Drug Administration (the ~~six~~“FDA”). ~~months~~● ~~ended~~Drive ~~June~~growth ~~30,~~and ~~2024~~profitability. Using dedicated sales and marketing resources in the U.S., which Scienture is in the process of $5 building,~~967,718.~~ ~~The~~Scienture ~~decrease~~will inseek ~~cash~~to ~~used~~begin into ~~operations~~generate ~~for~~revenues and then drive the ~~six~~revenue ~~months~~growth ~~ended~~of ~~June~~its ~~30,~~product ~~2025~~candidates ~~compared~~approved for marketing by the FDA. ● Continue to ~~2024~~grow ~~was~~pipeline. ~~primarily~~Scienture ~~due~~will continue to ~~decreases~~ evaluate and seek to develop additional product candidates that it believes have significant commercial potential through Scienture’s internal research and development efforts. ● Target strategic business development opportunities. Scienture is exploring a broad range of strategic opportunities. This may include in-licensing ~~various~~products ~~expenses,~~and ~~charges~~entering into co-promotion and ~~liabilities~~co-development ~~during~~partnerships ~~the~~for ~~2025~~Scienture’s ~~period~~product candidates, although no agreements have been reached.

~~Cash~~Scienture ~~provided~~currently byhas ~~(used~~four primary product candidates in~~) investing~~ ~~activities~~its ~~for~~development ~~the~~pipeline, summarized ~~six~~below, ~~months~~and ~~ended~~is ~~June~~engaged ~~30,~~in ~~2025,~~a ~~was~~variety $0of research and ~~cash~~development ~~provided~~efforts byto ~~investing~~develop ~~activities~~novel ~~was~~product ~~$27,431,815~~candidates for the treatment ~~six~~of ~~months~~various ~~ended~~disease ~~June~~conditions. 30To date, ~~2024.~~Scienture ~~The~~has ~~cash~~generated ~~provided~~limited byrevenue ~~investing~~from ~~activities~~product insales ~~the~~and ~~2024~~will ~~period~~not ~~was~~generate ~~primarily~~meaningful ~~due~~revenues until toit ~~the~~fully ~~disposition~~commercializes ofits ~~various assets~~approved toproduct ~~Micro~~candidates ~~Merchant~~and ~~Systems~~successfully obtains regulatory approval for, ~~Inc.~~and incommercializes, ~~the~~its other ~~first~~product ~~quarter~~candidates. The progress of ~~2024~~Scienture ~~related~~products toits ~~our~~development ~~former~~pipeline ~~web-based~~to ~~market~~date ~~platform,~~is ~~partially~~represented ~~offset~~ by the ~~investment~~green inbars ~~securities~~shown ~~of $2,500,000~~below.

Cash provided by financing activities for the six months ended June 30, 2025, was $4,697,999 compared to $13,896,011 of cash used in financing activities for the six months ended June 30, 2024. Cash provided by financing activities in the 2025 period was due to proceeds from issuance of common stock pursuant to ELOC Agreement. The change was primarily due to the payment of dividends of $12,671,072 and repayment of contingent liability of $1,246,346 in 2024.29

~~Results~~ Table of ~~Operations~~Contents

~~The~~Scienture ~~following~~has ~~selected~~devoted ~~consolidated~~and ~~financial~~will ~~data~~continue ~~should~~to bedevote ~~read~~significant inresources ~~conjunction~~to ~~with~~research and development activities, and expects to incur significant expenses as Scienture continues advancing its product candidates towards FDA approval and expanding product indications for approved products and its intellectual property portfolio. Scienture’s expectations regarding its research and development programs are subject to risks, including the ~~unaudited~~risk ~~consolidated~~that Scienture’s financial ~~statements~~condition and results of operations may be materially and adversely affected by delays and failures in the ~~notes~~completion toof ~~these~~clinical ~~statements~~development ~~included~~of ~~above~~its product candidates, which could increase its costs or delay or limit our ability to generate revenues.

~~Three~~Scienture ~~Month~~currently ~~Period~~depends ~~Ended~~on ~~June~~third-party 30commercial manufacturing organizations (“CMOs”) for its manufacturing operations, including ~~2025~~the production of raw materials, ~~compared~~finished dosage form product, and product packaging for both its planned product commercialization and for use in its preclinical and clinical research. Scienture does not own or operate manufacturing facilities for the production of any of its product candidates nor does Scienture have plans to ~~Three~~develop ~~Month~~its ~~Period~~own ~~Ended~~manufacturing ~~June~~operations ~~30,~~in ~~2024~~the foreseeable future to support clinical trials or commercial production. Scienture currently employs internal resources to manage its manufacturing contractors.

	Three Months Ended
	June 30,									Percent
	2025			2024			Change			Change
Revenues	$	-		$	18,699			(18,699	)		-100	%
Cost of sales		-			19,402			(19,402	)		-100	%
Gross profit		-			(703	)		703			-100	%
Operating expenses:
Wage and salary expense		773,739			312,049			461,690			148	%
Professional fees		209,763			509,136			(299,373	)		-59	%
Accounting and legal expense		381,683			171,708			209,975			122	%
Technology expense		21,408			86,674			(65,266	)		-75	%
General and administrative (including stock-based compensation expense)		2,927,764			415,421			2,512,343			605	%
Research and development		843,549			-			843,549			100	%
Total operating expenses		5,157,906			1,494,988			3,662,918			245	%
Change in fair value of warrant liability		76,122			(165,132	)		241,254			-146	%
Change in fair value of derivative liability		(662,916	)		-			(662,916	)		100	%
Loss on disposition of subsidiaries		(385,528	)		-			(385,528	)		100	%
Interest income		63,148			41,031			22,117			54	%
Interest expense		(653,493	)		(4,949	)		(648,544	)		13104	%
Net loss from operations		(6,720,573	)		(1,624,741	)		(5,095,832	)		314	%
Loss on discontinued operations		-			(209,161	)		209,161			-100	%
Net loss	$	(6,720,573	)	$	(1,833,902	)	$	(4,886,671	)		266	%

Scienture is in discussion with CMOs headquartered in North America, Europe and Asia for its pipeline product candidates. These CMOs offer a comprehensive range of commercial contract manufacturing and packaging services.

30If Scienture fails to produce its products and product candidates in the volumes that it requires on a timely basis, or fails to comply with stringent regulations applicable to pharmaceutical drug manufacturers, Scienture may face delays in the development and commercialization of its products and product candidates or be required to withdraw its products from the market for risks associated with manufacturing and supply of its products and product candidates.

~~Table~~SCN-102 (ARBLITM of- ~~Contents~~Losartan Oral Suspension)

~~There are $0 in revenues for~~SCN-102, with the ~~three~~brand ~~months~~name ~~ended June 30~~ArbliTM, ~~2025.~~is ~~Revenues~~an ~~decreased~~oral byliquid ~~$18,699~~formulation ~~compared~~of tolosartan ~~the~~potassium ~~same~~for ~~period~~(i) ~~ended~~treatment ~~June~~of 30hypertension, ~~2024~~to ~~primarily because~~lower ofblood ~~the~~pressure ~~disposition~~in ofadults ~~the assets~~ and ~~operations~~children ofgreater ~~Softell~~than ~~completed~~6 inyears ~~February 2024~~old, as(ii) ~~well~~reduction asof the ~~IPS~~risk ~~disposition~~of stroke in ~~April~~patients ~~2025~~with ashypertension and ~~the~~left ~~IPS’~~ventricular ~~operations~~hypertrophy, ~~that~~and we(iii) ~~retained~~treatment ~~after~~of ~~the~~diabetic ~~disposition~~nephropathy towith ~~MMS~~an ofelevated ~~certain~~serum ~~assets~~creatinine inand ~~the~~proteinuria ~~first~~in ~~quarter~~patients with oftype ~~2024.~~2 ~~The~~diabetes ~~assets~~ and ~~operations~~ ofa ~~IPS~~history ~~that~~of wehypertension. ~~retained~~SCN-102 ~~generated~~was ~~limited~~approved ~~revenues~~by in the ~~2024~~FDA ~~period~~in ~~but~~March ~~did~~2025, ~~not~~making ~~generate~~SCN-102 ~~revenues~~the ~~between~~first ~~April 1, 2025~~ and only ~~the~~FDA-approved ~~time~~ready-to-use ~~our~~oral ~~disposition~~liquid oflosartan ~~IPS~~in ~~later~~the inU.S. ~~April~~market.

~~For~~Losartan is ~~the~~classified ~~three-month~~as ~~period ended~~an ~~June~~angiotensin ~~30,~~receptor ~~2025,~~blocker ~~cost~~(ARB) offor ~~goods~~treating ~~sold~~hypertension and ~~gross~~is ~~profit~~one ~~(loss)~~of ~~were~~the $0highest ~~and~~prescribed ~~$0,~~molecules ~~and~~for ~~$19,402~~this indication. ~~and~~Current ~~($703),~~products ~~all~~in ~~respectively~~the ~~for~~market ~~the~~containing ~~same period~~losartan inare ~~2024.~~available ~~There~~only ~~was~~as nooral ~~gross~~solids, ~~profit~~which ~~(loss)~~can asbe further compounded to a ~~percentage~~liquid offormulation. ~~sales~~ArbliTM ~~for~~is the ~~three~~first ~~months~~liquid ~~ended~~formulation ~~June~~of ~~30,~~losartan ~~2025,~~on ~~compared~~the ~~to (3~~U.~~76)%~~S. market that does not require compounding ~~for~~and ~~the~~has ~~three~~reduced ~~months~~dosing ~~ended~~volume ~~June~~and ~~30,~~long-term ~~2024~~shelf life at room temperature storage.

~~Wages~~SCN-102 has ~~and~~two ~~salary~~formulation ~~expense~~composition ~~increased by~~and ~~$461,690~~method ~~for~~of ~~the~~use ~~three~~patents ~~months~~listed ~~ended~~in ~~June~~the ~~30,~~FDA’s ~~2025~~Approved toDrug ~~$773,739~~Products ~~compared~~with toTherapeutic ~~$312~~Equivalence Evaluations,~~049~~ ~~for~~commonly ~~the~~referred ~~comparable~~to ~~period~~as inthe ~~2024.~~“orange ~~The~~book”: ~~increase is~~(i) ~~primarily~~Patent ~~due~~#: to11,890,273, anIssue ~~increase~~Date: inFebruary ~~salaries~~6, ~~for~~2024, ~~existing~~titled ~~executives,~~“LOSARTAN LIQUID asFORMULATIONS ~~well~~AND asMETHODS ~~the~~OF ~~addition~~USE”, ofExpiration ~~personnel~~Date: asOctober ~~part~~7, of2041 ~~the~~and ~~Scienture~~(ii) ~~Merger in~~Patent ~~July~~# ~~2024~~12,156,869; asIssue ~~compared~~Date: toDecember ~~the same period in~~ 3, 2024, ~~which~~titled ~~increased~~“LOSARTAN ~~the~~LIQUID ~~headcount~~FORMULATIONS ofAND ~~the~~METHODS ~~Company’s~~OF ~~operations~~USE”.

~~Professional fees decreased by $299,373 to $209,763 compared to $509,136 for the comparable period in 2024. The decrease was primarily due to decrease in external consulting fees expense in 2025.~~30

~~Accounting~~Table ~~and~~of legal expenses increased by $209,975 for the three months ended June 30, 2025 to $381,683 compared to $171,708 for the comparable period in 2024. The increase is primarily due to more SEC filings and corporate actions and contemplated transactions requiring additional accounting and legal services.Contents

~~General and administrative~~SCN-104 ~~expenses~~ (~~including stock~~Multi-~~based~~dose ~~compensation~~Dihydroergotamine ~~expense~~Mesylate (“DHE”) ~~increased~~injection by $2,512,343 for the three months ended June 30, 2025, to $2,927,764 compared to $415,421 for the comparable period in 2024. The increase from 2024 was mainly due to shares issued in the second quarter of 2025.pen)

~~Technology~~The SCN-104 ~~expense~~injection ~~decreased~~pen is a disposable, multiple fixed dose, single entity combination product comprised of a small molecule drug that byis ~~$65~~administered using a customized injection pen. SCN-104 is a drug product containing DHE as the active ingredient. The mechanism of action of SCN-104 is mediated through DHE and is the same as that of DHE. DHE is available in the market as a single dose nasal spray,~~266~~ which ~~for~~has a high degree of variability in clinical outcomes. While DHE is also available in the ~~three~~market ~~months~~as ~~ended~~single ~~June~~dose 30ampoules for injection, we ~~2025~~believe that the process of dose withdrawal from the ampoule followed by self-injection at the time of intense need is cumbersome and difficult for the patient. We believe that the SCN-104 multi-dose self-injection pen is easy to ~~$21~~use,~~408~~ ~~compared~~provides toenhanced ~~$86~~patient convenience,~~674~~ and provides for ~~the~~consistent ~~comparable~~and ~~period~~accurate indelivery ~~2024~~of doses. The ~~decrease~~SCN-104 ~~was~~injection pen is being developed via the 505(b)(2) regulatory ~~mainly~~pathway ~~due~~for tothe aacute ~~less~~treatment of ~~software~~migraine ~~expense~~headaches ~~and~~with ~~software~~or ~~support~~without ~~expense~~aura ~~after~~and the ~~disposition~~acute treatment of ~~IPS~~cluster headache episodes.

~~Research~~As shown ~~and~~in ~~development~~third ~~expense pertain~~party tostudies ~~Scienture~~of ~~LLC~~DHE, SCN-104’s ~~operations~~mechanism ~~after~~of action for its ~~acquisition~~antimigraine ineffect ~~July~~is ~~2024~~due to its potential action as an agonist at the serotonin 5-HT1D receptors. ~~Research~~SCN-104 is intended for subcutaneous administration. SCN-104 is also intended for acute use and ~~development~~is ~~expenses~~not ~~was~~intended ~~mainly~~for ~~due~~chronic toadministration. ~~contract~~Scienture has conducted two preclinical studies of SCN-104 and the SCN-104 injection ~~research~~pen: ~~organization~~(i) ~~costs~~a 30-day repeated dose toxicity study of ~~Scienture~~dimethyl ~~LLC~~sulfoxide and caffeine following thrice daily, 3 times per week subcutaneous administration in Sprague-Dawley rats and (ii) a 30-day repeated dose toxicity study of dimethyl sulfoxide and caffeine following thrice daily, 3 times per week subcutaneous administration in Göttingen minipigs. ~~Total~~Both ~~expenses~~studies bysupport ~~program~~a ~~were~~conclusion asthat ~~follows:~~SCN-104 is considered to have no toxicological significance across hematology, coagulation parameters, clinical chemistry and urinalysis.

		Three Months Ended
Project Codes	Product Name	June 30, 2025
SCN-102	Losartan	$	(77,490	)
SCN-104	DHE		344,450
SCN-106	Alteplase		146,353
SCN-107	Bupivacaine		430,235
Total research and development expense		$	843,549

Scienture has had discussions with the FDA regarding its development program for SCN-104, with the FDA indicating that the reference product selected for a comparative regulatory study and proposed plan for manufacturing New Drug Application registration batches are acceptable. The FDA also provided Scienture with feedback on nonclinical safety studies and stability testing. Scienture is working to scale the formulation to enable future commercial scale production and the pen has been optimized for commercial use. Currently, Scienture is focused on planning bioequivalence studies and increasing manufacturing activities for the SCN-104 injection pen. Scienture plans to initiate a Phase 1 single dose study in healthy adults in 2026, following submission of an Investigational New Drug application (an “IND”), if the IND is cleared by the FDA.

WeSCN-104 ~~had~~has ~~interest~~a ~~expense~~formulation ofcomposition ~~$653,493~~and ~~for~~method ~~the~~of ~~three~~use ~~months~~application ~~ended~~pending ~~June~~in ~~30,~~the ~~2025,~~U.S. ~~compared~~(Appl. toNo. ~~interest expense of $4~~17/757,~~949~~924; ~~for~~Filing ~~the~~Date: ~~three months ended~~ June 3023, ~~2024.~~2022; ~~The increase is due to the interest expense on Scienture LLC’s convertible debt, the convertible notes issued~~Expiration inDate: ~~November~~June ~~2024~~15, ~~and related debt discount amortization on these notes~~2035).

WeSCN-106 ~~recognized~~(Potential a gain on the change in the fair value of the warrant liability of $76,122 for the three months ended June 30, 2025, compared to a loss of $165,132 during the three months ended June 30, 2024, based on the underlying valuation inputs. Biosimilar)

WeScienture is ~~recognized~~developing a ~~loss~~potential biosimilar, SCN-106, based on ~~the change~~Cathflo inActivase, ~~the~~a ~~fair~~reference ~~value~~product ofthat ~~the~~is ~~derivative~~a ~~liability~~thrombolytic ofagent ~~$662,916~~that ~~for~~binds to ~~the~~fibrin ~~three~~in ~~months~~clots ~~ended~~and ~~June~~converts ~~30,~~entrapped ~~2025~~plasminogen to plasmin. SCN-106 is a sterile, ~~based~~purified onglycoprotein ~~the~~that ~~underlying~~is ~~valuation~~synthesized using ~~inputs~~the ~~and~~complementary ~~the~~DNA ~~conversion~~for ~~features~~natural ofhuman ~~the~~tPA ~~Debenture~~obtained ~~issued~~from toa ~~Arena~~Chinese hamster ovary cell-line.

~~During~~Scienture is ~~the~~working ~~three~~with ~~months~~Anthem ~~ended June~~Biosciences 30Pvt, ~~2025,~~Ltd. to develop a biosimilar product that utilizes the ~~Company~~same ~~incurred~~mechanism(s) aof ~~net~~action ~~loss~~for ~~from~~the ~~continuing~~proposed condition ~~operations~~of use, and has the same route of $6administration,~~720~~ dosage form,~~573~~ ~~compared~~and tostrength aas ~~net~~the ~~loss~~reference ~~from~~product. ~~continuing~~The ~~operations~~development program ofis ~~$1,624,741~~focused ~~for~~on establishing the ~~three~~analytical ~~months~~similarity ~~ended~~of ~~June~~SCN-106 ~~30,~~to ~~2024~~the reference product. ~~The~~Multiple ~~change~~clones ~~was~~of ~~due~~CHO cells have been produced to synthesize lots of SCN-106 which were screened for similarity to the ~~decrease~~reference inproduct ~~operating~~for ~~income,~~several ~~other~~key ~~income~~biochemical ~~(expense)~~quality attributes as well as overall protein yield and finalization of a lead clone.

~~Net~~Scienture completed ~~income~~a ~~from~~Biosimilar ~~discontinued~~Initial Advisory meeting with the FDA in June 2023 to discuss the CMC, non-clinical, and clinical studies required ~~operations~~for ~~was~~regulatory ~~$209~~approval. As a result of this meeting,~~161~~ Scienture learned that its analytical strategy for initiating analytical similarity studies between SCN-106 and a proposed biosimilar product is acceptable. Scienture also learned that SCN-106 is suitable for further development and received guidance from the ~~three~~FDA ~~months~~on ~~ended~~a ~~June~~comparable ~~30,~~clinical ~~2024~~study needed to demonstrate biosimilarity of SCN-106 and the reference product. ~~The~~In ~~income~~this regard, Scienture was ~~primarily~~informed that no additional safety, PK, toxicology or dose range finding studies will be required due to the ~~disposal~~method of ~~Softell’s~~use ~~assets, partially~~(very ~~offset~~limited byexposure) ~~loss~~and onthe ~~disposal~~availability of ~~Superlatus~~an ~~Inc~~extensive amount of data on the original brand product. ~~during~~The only clinical requirement is a comparative phase 3 clinical study in the ~~three~~sensitive ~~months~~population ~~ended~~to ~~June~~demonstrate ~~30,~~that ~~2024~~there are no clinically meaningful differences between SCN-106 and the currently marketed product.

~~Six~~SCN-106 ~~Month~~is ~~Period~~a ~~Ended~~potential ~~June~~biosimilar ~~30,~~and ~~2025,~~considered ~~compared~~by the Company to ~~Six~~be ~~Month~~part ~~Period~~of ~~Ended~~its ~~June~~product 30development portfolio, ~~2024~~however the Company is not pursuing patent protection for this product.

	Six Months Ended
	June 30,									Percent
	2025			2024			Change			Change
Revenues	$	10,258		$	18,699			(8,441	)		-45	%
Cost of sales		9,585			19,402			(9,817	)		-51	%
Gross profit		673			(703	)		1,376			-196	%
Operating expenses:
Wage and salary expense		1,469,807			534,644			935,163			175	%
Professional fees		622,613			688,689			(66,076	)		-10	%
Accounting and legal expense		852,508			510,755			341,753			67	%
Technology expense		83,028			138,289			(55,261	)		-40	%
General and administrative (including stock-based compensation expense)		4,283,712			5,115,582			(831,870	)		-16	%
Research and development		1,418,228			-			1,418,228			100	%
Total operating expenses		8,729,896			6,987,959			1,741,937			25	%
Change in fair value of warrant liability		722,108			(895,021	)		1,617,129			-181	%
Change in fair value of derivative liability		(59,594	)		-			(59,594	)		100	%
Loss on conversion of note payable		(96,646	)		-			(96,646	)		100	%
Loss on disposition of subsidiaries		(385,528	)		-			(385,528	)		100	%
Interest income		88,590			103,952			(15,362	)		-15	%
Loss on disposal of asset		-			(374,968	)		374,968			-100	%
Interest expense		(1,324,277	)		(103,464	)		(1,220,813	)		1180	%
Net loss from operations		(9,784,570	)		(8,258,163	)		(1,526,406	)		18	%
Income from discontinued operations, net of tax		-			27,670,294			(27,670,294	)		-100	%
Net (loss) income	$	(9,784,570	)	$	19,412,131		$	(29,196,701	)		-150	%

31Table of Contents

~~Table~~SCN-107 (Bupivacaine ofLong-Acting ~~Contents~~Injection)

~~There~~SCN-107 is ~~are~~a ~~$10,258~~long-acting ininjection ~~revenues for~~suspension ~~the~~formulation ~~six~~of ~~months~~a ~~ended~~non-opioid ~~June~~analgesic ~~30,~~that ~~2025.~~is ~~Revenues~~indicated ~~decreased~~for bypostsurgical ~~$8,441~~local ~~compared~~and toregional ~~the~~analgesia. Scienture’s ~~same~~long-acting ~~period~~formulation, ~~ended June 30~~SCN-107, ~~2024~~is ~~primarily~~a ~~because of~~novel ~~the~~microsphere-based ~~disposition~~formulation of ~~the~~bupivacaine ~~assets~~that ~~and~~comprises ~~operations of Softell completed in February 2024 , as well as~~ the ~~IPS~~drug ~~disposition~~ in ~~April 2025 as~~ ~~the~~polymer-based ~~IPS’~~microspheres ~~operations~~and ~~that~~is weintended ~~retained~~to ~~after~~provide ~~the~~pain ~~disposition~~management toover ~~MMS~~a period of ~~certain~~5-7 ~~assets~~days. inThe ~~the~~product ~~first~~candidate ~~quarter~~is ofdesigned ~~2024.~~to potentially ~~The~~provide ~~assets~~longer ~~and operations~~term ofpost-surgical ~~IPS~~pain ~~that~~relief wecompared ~~retained~~to ~~generated~~the ~~limited~~currently ~~revenues~~available products in the ~~first quarter of 2025~~market.

~~For~~Based ~~the~~on ~~six-month~~initial ~~period~~discussions ~~ended~~with ~~June~~FDA ~~30,~~regarding ~~2025~~this program, ~~cost~~Scienture ofbelieves ~~goods~~this ~~sold~~product ~~and~~candidate ~~gross~~would ~~profit~~require ~~(loss)~~at ~~were~~least ~~$9,585~~one ~~and~~Phase ~~$673,~~3 clinical ~~and~~trial ~~$19,402~~to ~~and~~support ~~($703),~~submission ~~all respectively~~of ~~for~~a ~~the~~marketing ~~same~~application. ~~period~~Scienture inanticipates ~~2024.~~submitting ~~Gross~~an ~~profit~~IND ~~(loss)~~and, asif acleared ~~percentage~~by ofthe ~~sales~~FDA, initiating ~~was~~a ~~6.56%~~Phase ~~for~~1 ~~the~~single ~~six~~dose ~~months~~study ~~ended~~in ~~June~~healthy ~~30,~~adults in 2025~~, compared~~ to ~~(3.76)%~~conduct ~~for~~an ~~the~~initial ~~six~~assessment ~~months~~of ~~ended~~safety ~~June~~and ~~30,~~tolerability ~~2024~~of SCN-107.

~~Wages~~Scienture has entered into Feasibility Study and ~~salary~~Animal ~~expense~~Trial ~~increased~~Material byManufacturing ~~$935~~Agreement with Innocore Technologies,~~163~~ ~~for~~B.V. (“Innocore”), as amended on December 2, 2022 (the ~~six~~“Innocore ~~months~~License”), ~~ended~~for ~~June~~certain 30intellectual property rights associated with SCN-107. Under the Innocore License, ~~2025~~Innocore togranted $1Scienture a worldwide exclusive,~~469~~ milestone,~~807~~ ~~compared~~royalty-bearing and sublicensable license to ~~$534,644~~certain patent rights for the ~~comparable period~~research and development of SCN-107 in ~~2024~~postsurgical local and regional analgesia. ~~The~~Pursuant ~~increase~~to the isInnocore ~~primarily~~License, ~~due~~Scienture is required to anmake ~~increase~~low insingle-digit ~~salaries~~percentage ~~for~~royalty ~~executives,~~payments asbased ~~well~~on asannual net sales of licensed products for the ~~Scienture~~first ~~Merger~~three inyears ~~July~~of ~~2024~~sales on a country-by-country basis, as ~~compared~~subject to ~~the~~a ~~same~~low ~~period~~single indigit ~~2024,~~increase ~~which~~as ~~increased~~of the ~~headcount~~fourth year of ~~the~~sales ~~Company’s~~on ~~operations~~a country-by-country basis.

~~Professional~~SCN-107 ~~fees~~has ~~decreased~~a byformulation ~~$66,076~~composition toand ~~$622~~method of use application pending in the U.S. (Appl. No. 17/996,~~613~~995; ~~compared~~Filing toDate: ~~$688~~October 24,~~689~~ ~~for~~2022; Expiration ~~the~~Date: ~~comparable~~on ~~period~~or inafter ~~2024~~April 22, 2041). ~~The~~Applications ~~decrease~~in ~~was~~Canada ~~primarily~~and ~~due~~Europe toare ~~decrease~~currently pending. As described above, the Company inlicenses ~~external~~certain ~~consulting~~patent ~~fees~~rights ~~expense~~from inInnocore ~~2025~~for the research and development of SCN-107.

~~Accounting~~Liquidity and ~~legal~~Capital expenses increased by $341,753 for the six months ended June 30, 2025 to $852,508 compared to $510,755 for the comparable period in 2024. The increase is primarily due to more SEC filings and corporate actions requiring additional accounting and legal services.Resources

General and administrative expenses (including stock-based compensation expense) decreased by $831,870 for the six months ended June 30, 2025, to $4,283,712 compared to $5,115,582 for the comparable period in 2024. The decrease from 2024 was mainly due to less shares issued in the first and second quarter of 2025 as compared to the fair value of shares issued in the first and second quarter of 2024.Cash

~~Technology~~Cash ~~expense~~was ~~decreased by~~ $55355,~~261~~692 ~~for~~as ~~the~~of ~~six~~September ~~months ended June~~ 30, 2025 ~~to $83~~,~~028~~ compared to $~~138~~308,~~289~~096 ~~for~~as ~~the~~of ~~comparable~~December ~~period~~31, in 2024. We expect that our future available capital resources ~~The~~will ~~decrease~~consist ~~was~~primarily ~~mainly~~of ~~due~~cash togenerated ~~decreased~~from ~~software~~Scienture’s ~~expense~~operations, remaining cash balances, borrowings, and ~~software~~additional ~~support~~funds raised ~~expense~~through sales of debt and/or equity securities.

Research and development expense pertain to Scienture LLC’s operations post-acquisition. Research and development expenses was mainly due to contract research organization costs of Scienture LLC. Total expenses by program were as follows:Liquidity

		Six Months Ended
Project Codes	Product Name	June 30, 2025
SCN-102	Losartan	$	127,573
SCN-104	DHE		504,302
SCN-106	Alteplase		286,353
SCN-107	Bupivacaine		500,000
Total research and development expense		$	1,418,228

Cash, current assets, current liabilities, short term debt and working capital at the end of each period were as follows:

We had interest expense of $1,324,277 for the six months ended June 30, 2025, compared to interest expense of $103,464 for the six months ended June 30, 2024. The increase is due to the interest expense on Scienture LLC’s convertible debt, the convertible notes issued in November 2024, and related debt discount amortization on these notes.

	September 30,			December 31,						Percent
	2025			2024			Change			Change
Cash	$	355,692		$	308,096		$	47,596			15	%
Current assets (excluding cash)	$	1,065,382		$	5,997,381		$	(4,931,999	)		-82	%
Current liabilities	$	7,351,446		$	7,906,893		$	(555,447	)		-7	%
Working capital	$	(5,930,372	)	$	(1,601,416	)	$	(4,328,956	)		270	%

WeOur ~~recognized~~principal asources ~~gain~~of onliquidity ~~the~~have ~~change~~historically inbeen ~~the~~cash ~~fair~~provided ~~value~~by operations, sales of ~~the~~business ~~warrant~~assets ~~liability~~and operations from time to time, sales of ~~$722~~equity,~~108~~ ~~for~~and ~~the~~borrowings ~~six~~under ~~months~~various ~~ended~~debt ~~June~~arrangements. 30Our principal uses of cash have been for operating expenses, technology ~~2025~~development, ~~compared to~~and aacquisitions. ~~loss~~We ofanticipate ~~$895,021~~these ~~during~~uses ~~the~~will ~~six~~continue ~~months~~to ~~ended~~be ~~June~~our ~~30,~~principal ~~2024~~sources of, ~~based~~and onuses ~~the~~of, ~~underlying~~cash ~~valuation~~in the ~~inputs~~future.

We recognized a loss on the change in the fair value of the derivative liability of $59,594 for the six months ended June 30, 2025, based on the underlying valuation inputs and the conversion features of the Arena convertible debenture.32

~~During the~~Table ~~six months ended June 30, 2025, the Company incurred a net loss from continuing operations~~ of ~~$9,784,570 compared to a net loss from continuing operations of $8,258,163 for the six months ended June 30, 2024. The change was due to change in operating income, other income (expense).~~Contents

~~Net~~Liquidity ~~income~~Outlook ~~from~~Cash discontinued operations was $27,670,294 for the six months ended June 30, 2024. The income was primarily due to the disposal of Softell assets, partially offset by loss on disposal of Superlatus Inc. during the six months ended June 30, 2024.Explanation

~~Critical~~Cash ~~Accounting Policies~~Requirements

Our ~~discussion~~primary ~~and~~objectives ~~analysis~~for ofthe ~~our~~remainder ~~financial condition and results~~ of ~~operations~~2025 are ~~based~~expected ~~upon~~to ~~our~~be ~~consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in~~ the ~~United~~continued ~~States~~implementation of ~~America.~~Scienture ~~The~~business ~~preparation~~plan, ofand ~~these financial statements requires us~~ to ~~make~~complete potential ~~estimates~~strategic ~~and~~transactions ~~judgments that affect the reported amounts~~ of ~~assets~~our ~~and~~business-to-consumer ~~liabilities~~subsidiaries, ~~and~~which ~~disclosure of~~may ~~contingent~~include ~~assets~~a ~~and~~potential ~~liabilities~~sale, atspin-off, ~~the~~fund ~~date~~raising, combination ofor ~~the~~other ~~financial~~strategic ~~statements and the reported amount of net sales and expenses for each period~~transaction. ~~The~~There ~~following~~can ~~represents~~be ano ~~summary~~assurance ofthat our ~~critical~~operations ~~accounting~~will ~~policies,~~generate ~~defined~~significant aspositive ~~those~~cash ~~policies~~flow, or that weadditional ~~believe~~funds ~~are~~will ~~the~~be ~~most important~~available to ~~the~~us, ~~portrayal~~through ofborrowings ~~our~~or ~~financial~~otherwise, ~~condition~~on ~~and~~favorable ~~results~~terms ofif ~~operations~~required ~~and~~in ~~that~~the ~~require management’s most difficult~~future, ~~subjective~~ or ~~complex~~at all. ~~judgments,~~We ~~often~~may asalso araise ~~result~~additional offunding in the ~~need~~future tothrough ~~make estimates about~~ the ~~effects~~sale of ~~matters~~equity ~~that are inherently uncertain~~securities.

32We may require additional funding in the future to implement on our business plan and potentially to expand or complete acquisitions. The sources of this capital are expected to be equity investments and notes payable. Our plan for the next twelve months is to continue exploring strategic transactions or relationships with counterparties in industries that we deem synergistic or complimentary to those of the Company, while also seeking to expand our Scienture operations organically or through acquisitions, as funding and opportunities arise. In the event we require additional funding, we plan to raise that through the sale of debt or equity, which may not be available on favorable terms, if at all, and may, if sold, cause significant dilution to existing stockholders. If we are unable to access additional capital moving forward, it may hurt our ability to grow and to generate future revenues.

~~Table of Contents~~Going Concern

~~Acquisitions~~The accompanying interim consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business within one year after the date the consolidated financial statements are issued. In accordance with Financial Accounting Standards Board, or the FASB, Accounting Standards Update No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40), our management evaluates whether there are conditions or events, considered in aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements are issued.

~~The~~As ~~Company accounts for acquisitions and investments in businesses as business combinations if the target meets the definition~~ of aSeptember ~~business and (a) the target is a variable interest entity and the Company is the target’s primary beneficiary~~30, ~~and therefore the Company must consolidate its financial statements~~2025, ~~or (b)~~ the Company ~~acquires~~had ~~more~~an ~~than~~accumulated ~~50%~~deficit of ~~the voting interest of the target and it was not previously consolidated. The Company records business combinations using the acquisition method of accounting~~$52, ~~which requires all the assets acquired and liabilities assumed to be recorded at fair value as of the acquisition date~~430,904. ~~The~~As ~~excess~~ of ~~the~~September ~~purchase~~30, ~~price over~~2025, the ~~estimated~~Company ~~fair~~had ~~values~~$355,692 ofin ~~the net tangible and intangible assets acquired is recorded as goodwill~~cash.

~~The~~We ~~application~~will ofneed to raise additional capital or secure debt funding to support on-going operations, and to fund the ~~acquisition~~assets ~~method~~and operations of any ~~accounting~~businesses ~~for~~or ~~business~~assets ~~combinations~~we ~~requires~~acquire. ~~management~~The sources of this capital are expected to ~~make~~be the sale of equity and debt, which may not be available on favorable terms, if at all, and may, if sold, cause significant ~~estimates~~dilution to existing stockholders. If we are unable to access additional capital moving forward, it may hurt our ability to grow and ~~assumptions~~to generate future revenues, our financial position, and liquidity. These infactors raise substantial doubt about the ~~determination~~ability of the ~~fair~~Company ~~value~~to ofcontinue ~~assets~~as ~~acquired~~a ~~and~~going ~~liabilities~~concern. ~~assumed~~Unless inmanagement ~~order~~is able to ~~properly~~obtain additional financing, it is unlikely that the Company will be able to meet its funding requirements during the next 12 months. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Stock-Based~~Cash ~~Compensation~~Flows

The ~~Company~~following ~~accounts~~table ~~for~~summarizes ~~stock-based~~our ~~compensation~~Consolidated toStatements ~~employees in accordance with ASC 718, “Compensation-Stock Compensation”. ASC 718 requires companies to measure the cost~~ of ~~employee~~Cash ~~services~~Flows ~~received in exchange~~ for ~~an award of equity instruments, including stock options, based on~~ the ~~grant~~following date fair value of the award and to recognize it as compensation expense over the period the employee is required to provide service in exchange for the award, usually the vesting period. Stock option forfeitures are recognized at the date of employee termination. Effective January 1, 2019, the Company adopted ASU 2018-07 for the accounting of share-based payments granted to non-employees for goods and services.periods:

Recently Issued Accounting Standards

	Nine Months Ended
	September 30,									Percent
	2025			2024			Change			Change
Net cash used in operating activities from continuing operations		(8,207,188	)		(10,585,173	)		2,377,985			-22	%
Net cash provided by (used in) operating activities from discontinued operations		2,799			(770,653	)		773,452			-100	%
Operating Activities		(8,204,389	)		(11,355,826	)		3,151,437			-28	%

Net cash used in investing activities from continuing operations		-			(2,379,024	)		2,379,024			-100	%
Net cash provided by investing activities from discontinued operations		-			29,931,815			(29,931,815	)		-100	%
Investing Activities		-			27,552,791			(27,552,791	)		-100	%

Net cash provided by (used in) financing activities from continuing operations		8,251,985			(15,764,770	)		24,016,755			-152	%
Net cash used in financing activities from discontinued operations		-			(5,000	)		5,000			-100	%
Financing Activities		8,251,985			(15,769,770	)		24,021,755			-152	%
Net change in cash	$	47,596		$	427,195		$	(379,599	)		-89	%

For more information on recently issued accounting standards, see “NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION,” to the Notes to Consolidated Financial Statements included herein under “PART I. - ITEM 1. FINANCIAL STATEMENTS”.33

~~ITEM 3.~~Table ~~QUANTITATIVE~~of ~~AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~Contents

~~Pursuant~~Cash toused ~~Item~~in ~~305(e)~~operating ofactivities ~~Regulation~~for ~~S-K~~the (§nine ~~229.305(e)),~~months ~~the~~ended ~~Company~~September is30, ~~not~~2025, ~~required~~was $8,204,389, compared to ~~provide~~cash used in operations for the nine ~~information~~months ~~required~~ended bySeptember ~~this~~30, ~~Item~~2024, asof $11,355,826. The decrease in cash used in operations for the nine months ended September 30, it2025 iscompared ato ~~“smaller~~2024 ~~reporting~~was ~~company~~primarily due to decreases in various expenses,” ascharges ~~defined~~and byliabilities ~~Rule~~during ~~229~~the 2025 period.~~10(f)(1).~~

~~ITEM~~Cash 4provided by (used in) investing activities for the nine months ended September 30, 2025, was $0 and cash provided by investing activities was $27,552,791 for the nine months ended September 30, 2024. ~~CONTROLS~~The ~~AND~~cash ~~PROCEDURES~~provided by investing activities in the 2024 period was primarily due to the disposition of various assets to Micro Merchant Systems, Inc. in the first quarter of 2024 related to our former web-based market platform, partially offset by the investment in securities of $2,500,000.

~~Disclosure~~Cash ~~Controls~~provided by financing activities for the nine months ended September 30, 2025, was $8,251,985 compared to $15,769,770 of cash used in financing activities for the nine months ended September 30, 2024. Cash provided by financing activities in the 2025 period was due to proceeds from issuance of common stock pursuant to ELOC Agreement. The change was primarily due to the payment of dividends of $12,671,072 and ~~Procedures~~repayment of contingent liability of $1,246,346 in 2024.

~~Disclosure~~Results ~~controls~~of and procedures are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC’s rules and forms and is accumulated and communicated to the Company’s management, as appropriate, in order to allow timely decisions in connection with required disclosure.Operations

~~Under the supervision and~~The ~~with~~following ~~the~~selected ~~participation~~consolidated ~~of our management, including our co-Chief Executive Officers and our Chief Financial Officer (our principal executive officers and principal accounting/~~financial ~~officer),~~data weshould ~~conducted~~be anread ~~evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined~~ in ~~Rules~~conjunction 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this Report. Based on this evaluation, our co-Chief Executive Officers and our Chief Financial Officer concluded that as of June 30, 2025, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in our reports filed with the ~~SEC~~unaudited ~~pursuant~~consolidated tofinancial ~~the~~statements ~~Exchange Act, is recorded, processed, summarized~~ and ~~reported within the time periods~~ ~~specified in~~ the ~~rules~~notes ~~and forms of the SEC and that such information is accumulated and communicated~~ to ~~our~~these ~~management,~~statements ~~including~~included ~~our co-CEOs and CFO, as appropriate, to allow timely decisions regarding required disclosures~~above.

~~Limitations~~Three onMonth ~~the~~Period ~~Effectiveness~~Ended ofSeptember ~~Controls~~30, 2025, compared to Three Month Period Ended September 30, 2024

Management of the Company, including its co-Chief Executive Officers and its Chief Financial Officer, does not expect that the Company’s disclosure controls and procedures or its internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Furthermore, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons or by the collusion of two or more persons. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of the effectiveness of controls to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

	Three Months Ended
	September 30,									Percent
	2025			2024			Change			Change
Revenues	$	590,050		$	64,861			525,189			810	%
Cost of goods sold		15,429			60,978			(45,549	)		-75	%
Gross profit		574,621			3,883			570,738			14698	%
Operating expenses:
Wage and salary expense		251,747			708,977			(457,230	)		-64	%
Professional fees		1,320,845			593,364			727,481			123	%
Accounting and legal expense		1,018,737			619,227			399,510			65	%
Technology expense		9,756			157,474			(147,718	)		-94	%
General and administrative (including stock-based compensation expense)		2,165,398			168,649			1,996,749			1184	%
Research and development		169,344			1,253,983			(1,084,639	)		-86	%
Total operating expenses		4,935,827			3,501,674			1,434,153			41	%
Change in fair value of warrant liability		59,203			502,178			(442,975	)		-88	%
Change in fair value of derivative liability		2,356,428			-			2,356,428			100	%
Loss on conversion of note payable		43,200			-			43,200			100	%
Loss on disposition of subsidiaries		97,324			-			97,324			100	%
Interest income		1,120			29,445			(28,325	)		-96	%
Interest expense		(1,803,430	)		(217,433	)		(1,585,997	)		729	%
Net loss from operations		(3,607,361	)		(3,183,601	)		(423,760	)		13	%
Income (loss) on discontinued operations		-			-			-			0	%
Net loss	$	(3,607,361	)	$	(3,183,601	)	$	(423,760	)		13	%

~~Changes in Internal Control Over Financial Reporting~~34

~~There have~~Table ~~not~~of been any changes in our internal control over financial reporting during the quarter ended June 30, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.Contents

33There are $590,050 in revenues for the three months ended September 30, 2025. Revenues increased by $525,189 compared to the same period ended September 30, 2024 primarily because of the initial batch of pharmaceutical products (SCN – 102) sold via wholesale distribution channels during the quarter ended September 30, 2025 as compared to lower such revenue in same period of 2024 because of a) the disposition of the assets and operations of Softell completed in February 2024 and b) the IPS disposition in April 2025. The assets and operations of IPS that we retained generated limited revenues in the 2024 period but did not generate revenues between April 1, 2025 and the time our disposition of IPS later in April.

~~Table~~For the three-month period ended September 30, 2025, cost of ~~Contents~~goods sold and gross profit were $15,429 and $574,621, and $60,978 and $3,883, all respectively for the same period in 2024. There was a 97.39% gross profit as a percentage of sales for the three months ended September 30, 2025, compared to 5.99% for the three months ended September 30, 2024.

~~PART~~Wages IIand salary expense decreased by $457,230 for the three months ended September 30, 2025 to $251,747 compared to $708,977 for the comparable period in 2024. ~~OTHER~~The ~~INFORMATION~~decrease is primarily due to a decrease in salaries for existing executives and personnel as compared to the same period of 2024 due to the addition of personnel as part of the Scienture Merger in July 2024, which increased the headcount of the Company’s operations.

~~ITEM~~Professional fees increased by $727,481 to $1,320,845 compared to $593,364 for the comparable period in 2024. ~~LEGAL~~The ~~PROCEEDINGS~~increase was primarily due to increase in external consulting fees expense in 2025.

InAccounting ~~the~~and ~~ordinary~~legal ~~course~~expenses ofincreased ~~business~~by $399,510 wefor ~~may~~the ~~become~~three amonths ~~party~~ended toSeptember ~~lawsuits~~30, ~~involving~~2025 ~~various~~to ~~matters. The impact and outcome of litigation~~$1, ~~if any~~018,737 iscompared ~~subject~~ to ~~inherent uncertainties~~$619,227 ~~and~~for anthe ~~adverse~~comparable period ~~result~~ in ~~these~~2024. orThe ~~other~~increase ~~matters~~is ~~may~~primarily ~~arise~~due ~~from time~~ to ~~time~~more ~~that~~SEC ~~may~~filings ~~harm our~~and ~~business.~~corporate Weactions ~~believe~~and ~~the~~contemplated ~~ultimate~~transactions ~~resolution~~requiring ~~of any such current proceeding will not have a material adverse effect on our continued~~additional ~~financial~~accounting ~~position,~~and ~~results~~legal ~~of operations or cash flows~~services.

~~Such current litigation or~~General ~~other~~and ~~legal~~administrative ~~proceedings~~expenses ~~are~~(including ~~described~~stock-based ~~in,~~compensation ~~and~~expense) ~~incorporated~~increased by ~~reference in~~$1,996,749 ~~this~~for ~~“ITEM~~the 1.three ~~LEGAL~~months ~~PROCEEDINGS” of this~~ended ~~Report~~September ~~from~~30, ~~“PART~~2025, Ito –$2,165,398 ~~ITEM~~compared 1.to ~~FINANCIAL~~$168,649 ~~STATEMENTS”~~for in the ~~Notes~~comparable toperiod ~~Consolidated Financial Statements~~ in ~~“NOTE 12 – COMMITMENTS AND CONTINGENCIES”~~2024. The ~~Company~~increase ~~believes~~from ~~that~~2024 ~~the~~was ~~resolution~~mainly ofdue ~~currently pending matters will~~to ~~not~~shares ~~individually~~issued or in the ~~aggregate~~third ~~have~~quarter ~~a material adverse effect on our financial condition or results~~ of ~~operations.~~2025 ~~However,~~and ~~assessment of~~stock-based ~~the~~compensation ~~current~~expense ~~litigation~~due ~~or other legal claims could change in light of the discovery of facts not presently known~~ to ~~the~~options ~~Company or by judges, juries or other finders of fact, which are not in accord with management’s evaluation of the possible liability or outcome of such litigation or claims~~modifications.

~~Additionally,~~Technology ~~the~~expense ~~outcome~~decreased ofby ~~litigation~~$147,718 isfor ~~inherently~~the ~~uncertain.~~three Ifmonths ~~one~~ended orSeptember ~~more~~30, ~~legal~~2025 ~~matters~~to ~~were~~$9,756 ~~resolved~~compared ~~against~~to ~~the~~$157,474 ~~Company~~for inthe acomparable ~~reporting~~ period ~~for~~in ~~amounts~~2024. inThe ~~excess~~decrease ofwas ~~management’s~~mainly ~~expectations,~~due ~~the~~to ~~Company’s~~a ~~financial~~less ~~condition~~of ~~and~~software ~~operating~~expense ~~results~~and ~~for~~software ~~that~~support ~~reporting period~~expense ~~could~~after bethe ~~materially~~disposition ~~adversely~~of ~~affected~~IPS.

~~ITEM~~Research 1Aand development expense pertain to Scienture LLC’s operations after its acquisition in July 2024. ~~RISK~~Research ~~FACTORS~~ and development expenses was mainly due to contract research organization costs of Scienture LLC. Total expenses by program were as follows:

There have been no material changes from the risk factors previously disclosed in Part I, Item 1A of the Form 10-K. Investors should review the risks disclosed in the Form 10-K and in this Report, prior to making an investment in the Company. The business, financial condition and operating results of the Company can be affected by a number of factors, whether currently known or unknown, including but not limited to those described in the Form 10-K,this Report, and other reports we have filed with the SEC, any one or more of which could, directly or indirectly, cause the Company’s actual financial condition and operating results to vary materially from past, or from anticipated future, financial condition and operating results. Any of these factors, in whole or in part, could materially and adversely affect the Company’s business, financial condition, operating results and stock price.

		Three Months Ended
		September 30,
Project Codes	Product Name	2025
SCN-102	Losartan	$	157,817
SCN-104	DHE		-
SCN-106	Alteplase		11,527
SCN-107	Bupivacaine		-
Total research and development expense		$	169,343

~~ITEM~~We 2had interest expense of $1,803,430 for the three months ended September 30, 2025, compared to interest expense of $217,433 for the three months ended September 30, 2024. ~~UNREGISTERED~~The ~~SALES~~increase OFis ~~EQUITY~~due ~~SECURITIES~~to ~~AND~~the ~~USE~~interest OFexpense ~~PROCEEDS~~on Scienture LLC’s convertible debt, the convertible notes issued in November 2024, and related debt discount amortization on these notes.

~~Recent~~We ~~Sales~~recognized a gain on the change in the fair value of ~~Unregistered~~the ~~Securities~~warrant liability of $59,203 for the three months ended September 30, 2025, compared to a gain of $502,178 during the three months ended September 30, 2024, based on the underlying valuation inputs.

~~The Board recently approved~~We recognized a ~~capital~~gain ~~raise~~on by the ~~Company~~change in anthe ~~aggregate~~fair ~~amount~~value of upthe toderivative liability of $32,~~000~~356,~~000~~428 ~~pursuant~~for tothe athree ~~form~~months ofended ~~Common~~September ~~Stock~~30, 2025, ~~Purchase~~based ~~Agreement~~on (the ~~“Purchase Agreement”).~~underlying ~~The~~valuation ~~Purchase~~inputs ~~Agreement~~and ~~provides that~~ the ~~Company~~conversion ~~would~~features ~~issue~~ and ~~sell,~~derecognition ~~and~~of ~~investors~~derivative ~~would~~liability ~~purchase,~~on ~~shares~~full repayment of the ~~Company’s~~Debenture ~~common~~issued ~~stock,~~to ~~par value $0~~Arena.~~00001 per share, for a price per share of $1.59.~~

~~Between~~During the ~~July~~three ~~18,~~months ~~2025~~ended ~~and August~~September 630, 2025, ~~we entered into Purchase Agreements with multiple investors, pursuant to which such investors purchased, and~~ the Company ~~sold,~~ anincurred ~~aggregate~~a ofnet ~~754,716~~loss ~~shares~~from ofcontinuing ~~the~~operations ~~Company’s common stock. As~~ of ~~August 6~~$3, ~~2025~~607,361 wecompared ~~have~~to ~~received~~a ~~approximately $1.3 million~~net inloss ~~aggregate~~from ~~proceeds,~~continuing ~~though~~operations ~~the Company may continue to raise additional proceeds~~ of up$3,183,601 tofor the $3three ~~million~~months ~~approved~~ended bySeptember ~~the~~30, ~~Board~~2024. The ~~Company~~ ~~relied~~change onwas ~~the~~due ~~exemption~~to ~~from~~the ~~registration~~increase ~~set forth~~ in ~~Section~~operating expense ~~4(a)(2)~~ and~~/or~~ ~~Rule~~other ~~506~~income ~~of Regulation D, of the Securities Act for these issuances~~(expense).

~~During~~Nine Month ~~the~~Period ~~three~~Ended ~~months~~September ~~ended June~~ 30, 2025, ~~the~~compared ~~Company~~to ~~issued~~Nine ~~3,002,086~~Month ~~shares~~Period ofEnded ~~common~~September ~~stock~~30, including 550,000 shares of common stock to its directors and officer, for services. The Company relied on the exemption from registration set forth in Section 4(a)(2) of the Securities Act for this issuance.2024

During the three months ended June 30, 2025, the Company issued 1,952,086 shares of common stock to its former Chief Executive Officer and former President and Chief Operating Officer, for consulting services pursuant to consulting agreements. The Company relied on the exemption from registration set forth in Section 4(a)(2) of the Securities Act for this issuance.

	Nine Months Ended
	September 30,									Percent
	2025			2024			Change			Change
Revenues	$	600,308		$	83,560			516,748			618	%
Cost of goods sold		25,014			80,380			(55,366	)		-69	%
Gross profit		575,294			3,180			572,114			17991	%
Operating expenses:
Wage and salary expense		1,721,554			1,243,621			477,933			38	%
Professional fees		1,943,458			1,282,053			661,405			52	%
Accounting and legal expense		1,871,245			1,129,982			741,263			66	%
Technology expense		92,784			295,763			(202,979	)		-69	%
General and administrative (including stock-based compensation expense)		6,449,110			5,284,231			1,164,879			22	%
Research and development		1,587,572			1,253,983			333,589			27	%
Total operating expenses		13,665,723			10,489,633			3,176,090			30	%
Change in fair value of warrant liability		781,311			(392,843	)		1,174,154			-299	%
Change in fair value of derivative liability		2,296,834			-			2,296,834			100	%
Loss on conversion of note payable		(53,446	)		-			(53,446	)		100	%
Loss on disposition of subsidiaries		(288,204	)		-			(288,204	)		100	%
Interest income		89,710			133,397			(43,687	)		-33	%
Loss on disposal of asset		-			(374,968	)		374,968			-100	%
Interest expense		(3,127,707	)		(320,897	)		(2,806,810	)		875	%
Net loss from operations		(13,391,931	)		(11,441,764	)		(1,950,167	)		17	%
Income from discontinued operations, net of tax		-			27,670,294			(27,670,294	)		-100	%
Net (loss) income	$	(13,391,931	)	$	16,228,530		$	(29,620,461	)		-183	%

3435

Table of Contents

InThere are ~~each~~$600,308 ~~case~~in revenues for the nine months ended September 30, 2025. Revenues increased by $516,748 compared to the ~~issuance~~same period ended ~~did~~September ~~not~~30, ~~involve~~2024 aprimarily ~~public~~because ~~offering~~of ~~and~~the ~~was~~initial ~~made~~batch ~~without~~of ~~general~~pharmaceutical ~~solicitation~~products or(SCN ~~general~~– ~~advertising~~102) sold via wholesale distribution channels during quarter ended September 30, ~~and~~2025 ~~the~~as ~~recipient~~compared to lower such revenue in same period of 2024 because of a) the ~~shares~~disposition ~~was an~~of ~~accredited~~the ~~investor~~assets and ~~represented~~operations ~~they~~of ~~acquired~~Softell completed in February 2024 and b) the ~~shares~~IPS ~~for~~disposition ~~investment~~in ~~purposes~~April 2025. The assets and operations of IPS that we retained generated limited revenues in the 2024 period but did not ~~with~~generate arevenues ~~view~~between April to1, ~~distribution~~2025 and the time our disposition of IPS later in April.

~~Purchases~~For the nine-month period ended September 30, 2025, cost of ~~Equity~~goods ~~Securities~~sold byand ~~the~~gross ~~Issuer~~profit were $25,014 and ~~Affiliated~~$575,294, ~~Purchasers~~and $80,380 and $3,180, all respectively for the same period in 2024. Gross profit as a percentage of sales was 95.83% for the nine months ended September 30, 2025, compared to 3.81% for the nine months ended September 30, 2024.

~~The~~Wages ~~Company~~and ~~did~~salary ~~not~~expense ~~repurchase~~increased ~~shares~~by of$477,933 ~~common~~for ~~stock~~the nine months ended September 30, 2025 to $1,721,554 compared to $1,243,621 for the comparable period in 2024. The increase is primarily due to an increase in salaries for executives during the first and second quarters of 2025, as well as the Scienture Merger in July 2024, as compared to the same period in 2024, which increased the headcount of the Company’s operations.

~~ITEM~~Professional 3fees increased by $661,405 to $1,943,458 compared to $1,282,053 for the comparable period in 2024. ~~DEFAULTS~~The ~~UPON~~increase ~~SENIOR~~was ~~SECURITIES~~primarily due to increase in external consulting fees expense in 2025.

~~None~~Accounting and legal expenses increased by $741,263 for the nine months ended September 30, 2025 to $1,871,245 compared to $1,129,982 for the comparable period in 2024. The increase is primarily due to more SEC filings and corporate actions requiring additional accounting and legal services.

~~ITEM~~General 4and administrative expenses (including stock-based compensation expense) increased by $1,164,879 for the nine months ended September 30, 2025, to $6,449,110 compared to $5,284,231 for the comparable period in 2024. ~~MINE~~The ~~SAFETY~~increase ~~DISCLOSURES~~from 2024 was mainly due to shares issued in 2025 and stock-based compensation expense due to options modifications.

~~None~~Technology expense decreased by $202,979 for the nine months ended September 30, 2025 to $92,784 compared to $295,763 for the comparable period in 2024. The decrease was mainly due to decreased software expense and software support expense.

~~ITEM~~Research 5and development expense pertain to Scienture LLC’s operations post-acquisition. ~~OTHER~~Research ~~INFORMATION~~and development expenses was mainly due to contract research organization costs of Scienture LLC. Total expenses by program were as follows:

(a) During the quarter ended June 30, 2025, there was no information required to be disclosed in a report on Form 8-K which was not disclosed in a report on Form 8-K.

		Nine Months Ended
		September 30,
Project Codes	Product Name	2025
SCN-102	Losartan	$	367,527
SCN-104	DHE		422,165
SCN-106	Alteplase		297,880
SCN-107	Bupivacaine

Filing Compare · Scienture Holdings, Inc.