Scienture closes $8 million note purchase with Streeterville Capital

Scienture Holdings, Inc. entered into and closed a note purchase agreement with Streeterville Capital, LLC on April 27, 2026. The company disclosed the agreement in a Form 8-K under Items 1.01 and 2.03. The deal provides for two secured promissory notes, an A-1 note with an original principal amount of $8.42 million and a B note with an original principal amount of $3 million. At closing the lender paid $8 million to the company.

The notes

The A-1 note carries an original issue discount of $400,000. The company agreed to pay $20,000 to the lender to cover the lender's transaction costs. The B note does not carry an original issue discount. The lender deposited the remaining $3 million into an account at Lakeside Bank owned by SCNX Holdings, LLC, a newly formed Utah subsidiary of the company.

Both notes mature eighteen months after issuance. The A-1 note accrues interest at 9% per year, and the B note accrues interest at 5% per year. Either note can be prepaid in whole or in part at any time, subject to a prepayment premium of 115% if the prepayment is made in connection with third-party refinancing.

The company intends to use the net proceeds for working capital, commercialization, product development and general corporate purposes.

Redemption and exchange rights

Beginning eight months after the closing date, the lender may redeem up to $175,000 per calendar month, which the filing calls a Monthly Redemption. The lender may also make a Limited Redemption of up to 10% of the daily dollar trading volume of the company's common stock if the shares trade more than 20% above the Minimum Price defined under Nasdaq Rule 5635(d). A Limited Redemption must be made within five trading days of that trading, and the amount is due in cash within four trading days after the company receives the redemption notice.

Each time the outstanding balance of the A-1 note falls by $1 million, the company may exchange $1 million of the B note, or another amount the parties agree, for a new secured note with the same form and economic terms as the A-1 note. The maturity of each new note equals the greater of 12 months and the time remaining on the B note.

Trigger events

Both notes contain Major Trigger Events and Minor Trigger Events. A Major Trigger Event includes failure to pay principal, interest or other amounts when due, the appointment of a receiver or trustee, insolvency, a general assignment for the benefit of creditors, a bankruptcy filing, an involuntary bankruptcy not dismissed within 90 days, failure to observe the covenants in Section 4 of the purchase agreement, and a Fundamental Transaction without consent.

A Minor Trigger Event includes failure to cure a default within 15 days of written notice, a materially false representation, a reverse split without 20 trading days' notice, an unvacated money judgment above $500,000, failure to be DWAC eligible, and a breach that causes acceleration of other material obligations. After a trigger event, the lender may increase the outstanding balance of the A-1 note or B note by 15% for each Major Trigger Event and 5% for each Minor Trigger Event, on prior written notice.

Advisers and counsel

Maxim Group LLC served as placement agent for the transaction. Lakeside Bank is the depository bank named in the control agreement. The filing does not name an underwriter, administrative agent or legal counsel for the company or the lender.

What the money costs

Only $8 million reached the company at closing. The other $3 million sits in a controlled account at Lakeside Bank under a deposit account control agreement, so it is not free working capital. The A-1 note carries a $400,000 discount and a $20,000 fee, bears 9% interest, and starts monthly redemptions of up to $175,000 eight months after closing. The notes are secured and carry default adjustments of 15% or 5% on the balance. The company reported a net loss of $41.5 million for 2025, against net income of $9.1 million for 2024, and operations used $13.4 million of cash.

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