赛尼尔控股有限公司美股招股说明书(2025-04-24版)

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 “Selling Stockholders”). Each of the Prospectus and this Supplement form a part of a registration statement on Form S-1 (No. 333- Statement”).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 theProspectus and if there is any inconsistency between the information in the Registration Statement or Prospectus and this Supplement,you should rely on the information in this Supplement. under 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 theELOC Purchase Agreement and approximately $3 million of gross proceeds under a separate securities purchase agreement by andbetween the Company and the Arena Investors dated November 22, 2024. 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 theProspectus and in the documents incorporated by reference into the Prospectus. The date of this prospectus is April 24, 2025 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 commitment shares 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 uponthe execution of a securities purchase agreement dated November 22, 2024 (the “Securities Purchase Agreement”). See “The ArenaGlobal Transactions”for a description of the terms and conditions of the ELOC Purchase Agreement and the Securities PurchaseAgreement, including the ELOC Shares, the ELOC Commitment Fee Shares, and the SPA Commitment Fee Shares.Additionally, the description of our shares of common stock outstanding after the offering on page 2 is hereby amended as Finally, the fourth risk factor on page 40 is hereby amended as follows: of 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) 2,800,000 SPA Commitment Fee Shares. The number of shares of our common stock ultimately offered for resale by the Selling Stockholdersunder this prospectus is dependent upon the number of ELOC Shares issued. Depending on a variety of factors, including market liquidity of our common stock, the issuance of shares to the Selling Stockholders may cause the trading price of our common stock to