ScientureHoldingsInc美股招股说明书(2025-11-07版)

Scienture Holdings, Inc.Up to $150,000,000Common Stock Scienture Holdings, Inc. has entered into an Equity Distribution Agreement (the “ATM Sales Agreement”) with Maxim Group LLC(“Maxim”) dated September 19, 2025, relating to the sale of shares of our common stock, par value $0.00001 per share, offered bythisprospectus supplement and the accompanying prospectus. As of the date of this prospectus supplement, we have issued and soldan aggregate of 15,722,759 shares of our common stock for aggregate gross proceeds of approximately $15,568,236 pursuant to theATM Sales Agreement under a Registration Statement on Form S-3 (File No. 333-289198) (the “Registration Statement”) utilizingprior prospectus supplements dated September 19, 2025, and October 24, 2025. In accordance with the terms of the ATM SalesAgreement, we may, but are not obligated to, offer and sell shares of our common stock having an aggregate offering price of up to$200,000,000 or such lesser amount as may be issued (i) based on the authorized number of shares of common stock set forth in ourCertificate of Incorporation and (ii) in accordance with the eligibility and transaction requirements for use of Form S-3. Sales of our common stock, if any, under this prospectus supplement will be made in sales deemed to be “at the market” offerings asdefined in Rule 415 under the Securities Act of 1933, as amended, (the “Securities Act”), including sales made directly on or throughthe Nasdaq Capital Market (“Nasdaq”), the existing trading market for our common stock, sales made to or through a market makerother than on an exchange or otherwise, in negotiated transactions at market prices prevailing at the time of sale or at prices related tosuch prevailing market prices, and/or any other method permitted by law, including in privately negotiated transactions. If we andMaxim agree on any method of distribution other than sales of shares of our common stock on or through Nasdaq or another existingtrading market in the United States at market prices, we will file a furtherprospectus supplementproviding all information about suchoffering as required by Rule 424(b) under the Securities Act. Maxim is not required to sell any specific number or dollar amount ofsecurities, but will act as our sales agent using commercially reasonable efforts consistent with its normal trading and sales practices tosell shares of common stock as requested to be sold by us, on mutually agreed terms between Maxim and us. There is no arrangementfor funds to be received in any escrow, trust or similar arrangement. These types of offerings will allow us to raise capital by selling shares of our common stock in open market transactions at ourdiscretion. Unlike in underwritten public offerings, sales under at-the-market offerings are not marketed, are made at prevailing marketprices, and generally are less dilutive to stockholders. This is because these types of at-the-market offerings typically are lessexpensive to transact than marketed offerings and can be executed without a discount to the prevailing market price of the stock that istypical in marketed offerings. Our board of directors has concluded that, at this time, it is in our best interest to have this offeringprogram available so that it can be used at our discretion for capital raising and other purposes more fully described in the sectionentitled “Use of Proceeds” in this prospectus supplement. Maxim will be entitled to compensation at a commission rate equal to 3.0% of the gross sales price per share sold. We anticipate noother commissions or material expenses for sales under the ATM Sales Agreement. Even though this prospectus supplement does notrelate to a marketed offering of our common stock, in connection with the sale of common stock under the ATM Sales Agreement,Maxim will be deemed to be an “underwriter” within the meaning of the Securities Act, and Maxim’s compensation will be deemed tobe underwriting commissions or discounts. We have agreed to indemnify Maxim against certain civil liabilities, including liabilitiesunder the Securities Act. We provide more information about how the shares of common stock will be sold and Maxim’s compensationunder the ATM Sales Agreement in the section entitled “Plan of Distribution” in this prospectus supplement. Our common stock is traded on Nasdaq under the symbol “SCNX”. The last reported sale price of our common stock on November 6,2025 was $0.75 per share. Our principal executive offices are located at 20 Austin Blvd., Commack, NY 11725. As of the date of this prospectus supplement, the aggregate market value of our outstanding common stock held by non-affiliates, orour public float, was approximately $84.6 million, accounting for 32,541,730 outstanding shares of common stock held by non-affiliates and a per share price of $2.60 (the closing price of our common stock on October 23, 2025. As a result, we are currently nolonger subject to the limitations set forth in General