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SUBSEQUENT EVENTS | 3 Months Ended
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Mar. 31, 2026
Subsequent Events [Abstract] |
SUBSEQUENT EVENTS | NOTE 16 – SUBSEQUENT EVENTS Streeterville Capital Secured Note Financing On April 27, 2026, the Company entered into and closed a Note Purchase Agreement (the “Streeterville Purchase Agreement”) with Streeterville Capital, LLC (the “Lender”) pursuant to which the Company issued two secured promissory notes: (i) a Secured Promissory Note A-1 in the original principal amount of $8.42 million (the “A-1 Note”), which carries an original issue discount of $400,000, and (ii) a Secured Promissory Note B in the original principal amount of $3.0 million (the “B Note”). The Company also agreed to reimburse $20,000 of Streeterville’s transaction costs. Maxim Group LLC acted as placement agent. At closing, Streeterville funded $8.0 million in cash directly to the Company and deposited an additional $3.0 million into a deposit account at Lakeside Bank held by SCNX Holdings, LLC, a newly formed Utah wholly-owned subsidiary of the Company (“SCNX Sub”), subject to a Deposit Account Control Agreement among SCNX Sub, Streeterville, and Lakeside Bank. The Company intends to use the net proceeds for working capital, commercialization expenses, portfolio and product development expenses, and other general corporate purposes. The A-1 Note bears interest at 9% per annum, and the B Note bears interest at 5% per annum; both notes mature 18 months from issuance. Each note may be prepaid in whole or in part at any time, subject to a 115% prepayment premium if prepayment is made in connection with third-party refinancing. Beginning eight months after closing, the Lender may redeem (i) up to $175,000 per calendar month and (ii) up to 10% of the daily dollar trading volume of the Company’s common stock when the stock trades more than 20% above the “Minimum Price” as defined under Nasdaq Rule 5635(d), with redemption amounts payable in cash within four trading days of notice. Each time the outstanding balance of the A-1 Note is reduced by $1.0 million, the Company has the right to exchange $1.0 million of the B Note for a new note on substantially the same terms as the A-1 Note pursuant to Section 3(a)(9) of the Securities Act of 1933. The notes contain customary “Major Trigger Events” and “Minor Trigger Events,” including non-payment, insolvency, bankruptcy, covenant breach, loss of DWAC eligibility, unauthorized reverse stock splits, and unsatisfied money judgments in excess of $500,000. Upon the occurrence of a trigger event, Streeterville may increase the outstanding balance by 15% per Major Trigger Event or 5% per Minor Trigger Event, subject to an aggregate cap of 25%. Uncured trigger events become Events of Default, in which case the outstanding balance becomes immediately due and payable and default interest accrues at the lesser of 18% per annum or the maximum rate permitted by law. The Company’s obligations under the Streeterville Purchase Agreement are secured by (i) the Deposit Account Control Agreement, (ii) a guaranty from Scienture, LLC and SCNX Sub, (iii) security agreements granting Streeterville a first-priority security interest in substantially all assets of the Company and Scienture, LLC, (iv) an intellectual property security agreement covering Scienture, LLC’s intellectual property, and (v) a pledge by the Company of all of its membership interests in SCNX Sub. The Streeterville Purchase Agreement contains affirmative and negative covenants, including requirements to maintain SEC reporting status and national exchange listing, restrictions on additional liens, restrictions on Restricted Issuances (as defined in the Purchase Agreement), and limitations on subsidiary indebtedness and equity issuances.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/855/tableOfContent Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483399/855-10-50-2 + Details
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