赛尼尔控股有限公司美股招股说明书(2025-04-24版)

4,300,000 SHARES OF COMMON STOCK This prospectus supplement (this “Supplement”) is being filed to update and supplement the information contained in theprospectus dated February 24, 2025 (the “Prospectus”) relating to the resale from time to time of up to 4,300,000 shares of commonstock, par value $0.00001, of Scienture Holdings, Inc., a Delaware corporation (“we,” “us,” “our,” or the “Company”) by ArenaFinance Markets, LP (“Arena Finance”), Arena Special Opportunities Partners III, LP (“ASOP” and, together with Arena Finance, the“Arena Investors”), and Arena Business Solutions Global SPC II, Ltd (“Arena Global” and, together with the Arena Investors, the“Selling Stockholders”). Each of the Prospectus and this Supplement form a part of a registration statement on Form S-1 (No. 333- This Supplement updates and supplements the information in the Registration Statement and Prospectus, and is not completewithout, and may not be delivered or utilized except in combination with, the Registration Statement and the Prospectus, including anyamendments or supplements thereto. This Supplement should be read in conjunction with the Registration Statement and the We are not selling any securities under the Prospectus or this Supplement and will not receive any of the proceeds from thesale of shares of common stock by the Selling Stockholders. However, we may receive up to $50,000,000 in aggregate gross proceedsunder a purchase agreement by and between the Company and Arena Global dated November 25, 2024 (the “ELOC PurchaseAgreement”). As of the date of this prospectus supplement, we have received approximately $6.5 million of gross proceeds under the Our shares of Common Stock are listed on The Nasdaq Stock Market LLC (Nasdaq Capital Market) under the symbol“SCNX”. On April 23, 2025, the closing sale price per share of our common stock was $ 0.878. Investing in the Company’s Common Stock involves risks. Before buying any shares of Common Stock, you shouldreview carefully the risks and uncertainties described under the heading “Risk Factors” beginning on page 10 of the Neither the SEC nor any state securities commission has approved or disapproved of the securities to be issued underthe Prospectus or passed upon the adequacy or accuracy of the Prospectus or this prospectus supplement. Any representation The date of this prospectus is April 24, 2025 EXPLANATORY NOTE This Supplement to the Registration Statement and Prospectus is being filed solely to clarify the description of shares of our In this regard, page i, paragraph 2 is hereby amended to read as follows: We are registering the resale of up to 4,300,000 shares of common stock, comprised of (i) 2,800,000 ELOC Shares (asdefined below), (ii) 70,000 shares of common stock (the “Initial Commitment Fee Shares”) issued to Arena Global as a commitmentfee upon the execution of a purchase agreement dated November 25, 2024 (the “ELOC Purchase Agreement”), (iii) up to 1,375,000shares of common stock issuable to Arena Global as an additional commitment fee pursuant to the ELOC Purchase Agreement (the“Additional Commitment Fee Shares” and, together with the Initial Commitment Fee Shares, the “ELOC Commitment Fee Shares”),and (iv) 55,000 shares of common stock (the “SPA Commitment Fee Shares”) issued to the Arena Investors as a commitment fee upon Additionally, the description of our shares of common stock outstanding after the offering on page 2 is hereby amended as 13,165,582 shares of common stock, assuming the sale of all oftheELOC Shares and the issuance of 1,375,000 Additional Finally, the fourth risk factor on page 40 is hereby amended as follows: The issuance of common stock to the Selling Stockholders may cause substantial dilution to our existing stockholders and the saleof such shares acquired by the Selling Stockholders could cause the price of our common stock to decline. We are registering for resale by the Selling Stockholders up to 4,300,000 shares of common stock, comprised of (i) 2,800,000ELOC Shares, (ii) 70,000 Initial Commitment Fee Shares, (iii) up to 1,375,000 Additional Commitment Fee Shares, and (iv) 55,000SPA Commitment Fee Shares. The number of shares of our common stock ultimately offered for resale by the Selling Stockholders