0001493152-26-020931
SEC filingScienture Holdings entered into a $11M note purchase agreement with Streeterville Capital, issuing secured notes with $8M cash proceeds and $3M held in escrow for working capital and development.
Scienture Holdings secured $11 million in financing through a Note Purchase Agreement with Streeterville Capital, LLC, closed on April 27, 2026. The structure provides immediate $8 million cash access via the A-1 Note (original principal $8.42 million, including $400K OID and $20K expenses, 9% interest) and $3 million held in a controlled account at Lakeside Bank via the B Note (5% interest), both maturing in 18 months. This dilutive debt financing, with Maxim Group as placement agent, targets working capital and commercialization efforts. Key investor risks include lender-initiated redemptions starting month 8—up to $175K monthly or 10% of daily trading volume if shares exceed Nasdaq Rule 5635(d) Minimum Price by 20%—payable in cash within 4 trading days. Trigger Events (e.g., non-payment, bankruptcy, covenant breaches) trigger balance increases (15% for Major, 5% for Minor, capped at 25%) and potential acceleration at default with 18% interest. Extensive security encompasses all Company and Scienture LLC assets/IP, SCNX Sub pledge/guaranty, and DACA control. Covenants lock up flexibility: no new liens/debt, restricted equity/debt issuances, mandatory SEC compliance/Nasdaq listing. Note Exchanges allow converting B Note portions to A-1 terms as A-1 balance reduces by $1M increments under Section 3(a)(9). Representations disclaim investor reliance on deal warranties, standard for such transactions.