Sec Form 4 Filing - Narasimhan Mani @ Scienture Holdings, Inc. - 2024-09-19

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Narasimhan Mani
2. Issuer Name and Ticker or Trading Symbol
Scienture Holdings, Inc. [ SCNX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President & Co-CEO
(Last) (First) (Middle)
C/O SCIENTURE HOLDINGS, INC., 20 AUSTIN BLVD.
3. Date of Earliest Transaction (MM/DD/YY)
09/19/2024
(Street)
COMMACK, NY11725
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.00001 09/19/2024 C 1,357,538 A 1,415,515 I By Srivatsav, LLC ( 2 )
Common Stock, par value $0.00001 03/10/2025 J 20,000 ( 3 ) D $ 0 ( 3 ) 1,395,515 I By Srivatsav, LLC ( 2 )
Common Stock, par value $0.00001 04/14/2025 A 750,000 ( 4 ) A $ 0 750,000 D
Common Stock, par value $0.00001 10/01/2025 A 300,000 ( 5 ) A $ 0 1,050,000 D
Common Stock, par value $0.00001 02/20/2026 A 500,000 ( 6 ) A $ 0 1,550,000 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series X Non-Voting Convertible Preferred Stock ( 1 ) 09/19/2024 C 1,357,538 ( 1 ) ( 1 ) Common Stock, par value $0.00001 1,357,538 $ 0 0 I By Srivatsav, LLC ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Narasimhan Mani
C/O SCIENTURE HOLDINGS, INC.
20 AUSTIN BLVD.
COMMACK, NY11725
X President & Co-CEO
Signatures
/s/ Kate L. Bechen, as attorney-in-fact for Narasimhan Mani 03/12/2026
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares of the Series X Non-Voting Convertible Preferred Stock, par value $0.00001 per share (the "Series X Preferred Stock"), of Scienture Holdings, Inc. (the "Issuer"), formerly known as TRxADE HEALTH, INC., automatically converted on a one-for-one basis into shares of the Issuer's common stock, par value $0.00001 per share ("Common Stock"), on the twentieth calendar day following the Issuer's mailing of an information statement on Schedule 14C in connection with the closing of the Issuer's previously announced acquisition of Scienture, Inc. on July 25, 2024 pursuant to an Agreement and Plan of Merger. The Series X Preferred Stock had no expiration date.
( 2 )These securities are owned directly by Srivatsav, LLC ("Srivatsav"). As the Managing Member of Srivatsav, Dr. Narasimhan Mani may be deemed to be the indirect beneficial owner of securities held by Srivatsav. Dr. Mani disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
( 3 )These shares of Common Stock were transferred by Srivatsav to a designee of NVK Finance, LLC (the "Lender") as consideration for the Lender's consent to certain transactions contemplated by that certain First Amendment to Loan and Security Agreement, dated November 22, 2024, entered into by the Issuer, the Lender, Dr. Mani, and certain other parties thereto.
( 4 )These shares of restricted Common Stock ("Restricted Shares") vest in two equal annual installments beginning on April 14, 2026.
( 5 )These Restricted Shares vest in two equal annual installments beginning on October 1, 2026.
( 6 )On February 20, 2026, the Compensation Committee of the Issuer's Board of Directors approved the award of these Restricted Shares as a discretionary stock bonus for performance in 2025. The Restricted Shares will be issued in three tranches of 166,666 shares on June 1, 2026, 166,667 shares on September 1, 2026, and 166,667 shares on December 1, 2026. Each tranche of Restricted Shares will vest three years following its respective issuance date.

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