Scienture Holdings Inc美股招股说明书(2025-10-14版)

250,000 Shares of Common Stock This prospectus relates to the resale from time to time of up to 250,000 shares of our common stock, par value $0.0001 per share (the“Shares”), by the selling stockholder identified herein (collectively, with any of such stockholder’s transferees, pledgees, assignees,distributees, donees or successors-in-interest, the “Selling Stockholder”). For additional information on the Shares, see “ProspectusSummary-The Selling Stockholder Transaction.” Our registration of the Shares covered by this prospectus does not mean that the Selling Stockholder will offer or sell any of theShares. The Selling Stockholder acquired the Shares in private transactions exempt from registration under the Securities Act of 1933,as amended (the “Securities Act”). We will not receive any proceeds from the resale of the Shares by the Selling Stockholder in this offering. All selling and otherexpenses incurred by the Selling Stockholder will be paid by the Selling Stockholder, except for certain legal fees and expenses, whichwill be paid by us. The Selling Stockholder may sell, transfer or otherwise dispose of any or all of the Shares offered by thisprospectus from time to time on The Nasdaq Stock Market LLC (“Nasdaq”) or any other stock exchange, market, or trading facility onwhich the shares are traded, or in private transactions. The Shares may be offered and sold or otherwise disposed of by the SellingStockholder at fixed prices, market prices prevailing at the time of sale, prices related to prevailing market prices, or privatelynegotiated prices. Refer to the section entitled “Plan of Distribution” for more information regarding how the Selling Stockholder mayoffer, sell, or dispose of their Shares. We will bear all fees and expenses incident to registration of the Shares. Our common stock is traded on Nasdaq under the symbol “SCNX”. The last reported sale price of our common stock on October 13,2025, was $0.72 per share. Our principal executive offices are located at 20 Austin Blvd., Commack, NY 11725. We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read theentire prospectus and any amendments or supplements carefully before you make your investment decision. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties describedunder the heading “Risk Factors” contained in this prospectus supplement beginning on page S-7 and under similar headingsin the other documents that are incorporated by reference into this prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is a criminaloffense. The date of this prospectus supplement is October 14, 2025. Table of Contents Prospectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-1PROSPECTUS SUPPLEMENT SUMMARYS-2THE OFFERINGS-6RISK FACTORSS-7CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-8USE OF PROCEEDSS-9SELLING STOCKHOLDERS-10PLAN OF DISTRIBUTIONS-11LEGAL MATTERSS-12EXPERTSS-12WHERE YOU CAN FIND MORE INFORMATIONS-12INFORMATION INCORPORATED BY REFERENCES-13 Prospectus PageABOUT THIS PROSPECTUS1ABOUT SCIENTURE HOLDINGS, INC.2RISK FACTORS5CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS5USE OF PROCEEDS6DESCRIPTION OF THE SECURITIES6DESCRIPTION OF COMMON STOCK7DESCRIPTION OF PREFERRED STOCK8DESCRIPTION OF DEBT SECURITIES9DESCRIPTION OF WARRANTS10DESCRIPTION OF RIGHTS12DESCRIPTION OF UNITS12FORMS OF SECURITIES14PLAN OF DISTRIBUTION15CERTAIN PROVISIONS OF DELAWARE LAW AND OUR CERTIFICATE OF INCORPORATION AND BYLAWS18INFORMATION INCORPORATED BY REFERENCE21LEGAL MATTERS22EXPERTS22WHERE YOU CAN FIND MORE INFORMATION22 ABOUT THIS PROSPECTUS SUPPLEMENT This document is part of the registration statement that we filed with the Securities and Exchange Commission (the “SEC”) using a“shelf” registration process declared effective on August 8, 2025 (the “Registration Statement”), and consists of two parts. The firstpart is this prospectus supplement, which describes the specific terms of this offering. The second part, the accompanying prospectus,gives more general information, some of which may not apply to this offering. Generally, when we refer only to the “prospectus,” weare referring to both parts combined. This prospectus supplement may add to, update or change information in the accompanyingprospectus and the documents incorporated by reference into this prospectus supplement or the accompanying prospectus. If information in this prospectus supplement is inconsistent with the accompanying prospectus or with any document incorporated byreference that was filed with the SEC before the date of this prospectus supplement, you should rely on this prospectus supplement. Itis important for you to read and consider all