---
schema_version: "secwatch.filing_event.v1"
accession: "0001493152-24-002099"
form_type: "8-K"
ticker: "SCNX"
cik: "0001382574"
company_name: "Scienture Holdings, Inc."
filed_at: "2024-01-11T23:59:59+00:00"
generated_at: "2026-06-07T00:30:08.662184+00:00"
event_type: "other_material"
sentiment: "positive"
materiality_score: 0.65
calibrated_materiality_score: 0.65
confidence: "high"
source: SEC EDGAR
---

# TRxADE Health amends merger agreement with Superlatus; reduces consideration due to failed post-closing condition

## Summary
- Superlatus failed to meet post-closing condition to acquire Prestige Farms, leading to material breach.
- Amendment reduces merger consideration from 30,821,941 common shares to 1,712,328 common shares at $7.30/share.
- Superlatus surrenders 289,731 shares of Series B preferred stock back to the Company.
- Company releases Superlatus from breach claims; agrees to assist with future acquisitions within 3 months.
- Company Equity Value adjusted to $12,500,000 from previously higher value.

## SEC filing metadata
- accession: 0001493152-24-002099
- form_type: 8-K
- ticker: SCNX
- cik: 0001382574
- company_name: Scienture Holdings, Inc.
- filed_at: 2024-01-11T23:59:59+00:00
- event_type: other_material
- sentiment: positive
- materiality_score: 0.65
- calibrated_materiality_score: 0.65
- confidence: high
- sec_items: 1.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1382574/000149315224002099/0001493152-24-002099-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1382574/000149315224002099/form8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-24-002099
- JSON: https://secwatch.observer/filing/0001493152-24-002099.json
- Plain text: https://secwatch.observer/filing/0001493152-24-002099.txt

## Key facts
- Material Agreements
  Scienture Holdings, Inc. amended Amended and Restated Agreement and Plan of Merger with Superlatus, Inc. valued at Company Equity Value adjusted to 12,500,000; Merger Consideration adjusted to 1,712,328 shares of co (effective 2024-01-08).
  - Action: amendment
  - Agreement: merger
  - Counterparty: Superlatus, Inc.
  - Value: Company Equity Value adjusted to 12,500,000; Merger Consideration adjusted to 1,712,328 shares of co
  - Effective: 2024-01-08
  source text: As previously reported on a Current Report on Form 8-K filed on July 31, 2023 TRxADE HEALTH, Inc., a Delaware corporation (the “Company”), completed its acquisition of Superlatus, Inc., (“Superlatus”) and Foods Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”) in accordance with the terms and conditions of the Amended and Restated Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which the Company acquired Superlatus by way of a merger of the Merger Sub with and into Superlatus, with Superlatus being a wholly owned subsidiary of the Company and the surviving entity in the merger (“Merger”). Superlatus was not able to meet the post-closing condition of acquiring Prestige Farms, Inc. and on January 8, 2024, the Company entered into an amendment agreement to the Merger Agreement with Superlatus and Merger Sub (the “Amendment”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1382574/000149315224002099/0001493152-24-002099-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.