Scienture Holdings, Inc. Enters into Note Purchase Agreement

Scienture Holdings, Inc. has entered into a Note Purchase Agreement with Streeterville Capital, LLC, for the issuance of two secured promissory notes: Note A-1 for $8.42 million and Note B for $3 million. The A-1 Note includes an original issue discount of $400,000, and the Company will pay $20,000 for transaction costs. At closing, $8 million was paid to the Company, and $3 million was deposited into an account for the B Note, held under a Deposit Account Control Agreement. Proceeds are intended for working capital, commercialization expenses, product development, and general corporate purposes. The agreement allows for the exchange of the B Note for new A-Notes under certain conditions. The A-1 Note matures in 18 months with 9% annual interest, while the B Note also matures in 18 months with 5% annual interest. Both notes have provisions for prepayment premiums and trigger events that could lead to accelerated repayment and increased principal amounts. The Company has provided customary representations, warranties, and covenants, including maintaining SEC filings and stock exchange listing. The obligations are secured by a guaranty, security agreements covering the Company's and its subsidiary's assets, an intellectual property security agreement, and a pledge of membership interests.