Scienture Holdings, Inc. (SCNX): M&A transaction — TRxADE Health sells Trxade marketplace assets to Micro Merchant Systems for $22.5M

Scienture Holdings, Inc.

Base purchase price $22.5M cash at closing; additional $7.5M earnout if MMS collects ≥$1.6M from third parties within 4 months.
Closing occurred on February 16, 2024, same day as signing.
Seller retains Integra Pharma Solutions wholesaler business and other assets not tied to the web-based market platform.
TRxADE Health acts as guarantor for certain Trxade, Inc. obligations under the agreement.
Buyer Micro Merchant Systems, Inc. acquires substantially all assets of Trxade, Inc.'s pharmaceutical marketplace.

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Scienture Holdings, Inc. completed a disposition involving Micro Merchant Systems, Inc. for $22.5 million (closed 2024-02-16).

Action: disposition
Counterparty: Micro Merchant Systems, Inc.
Consideration: $22.5 million
Closing: 2024-02-16

Exact text from the filing

continue to own its assets that are unrelated to the web-based market platform operated by Trxade, Inc. The purchase price under the Purchase Agreement to be paid at closing is $22.5 million, subject to customary adjustments for cash, indebtedness, working capital and transaction expenses. Subject to the terms and conditions of the Purchase Agreement, if, during the

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Scienture Holdings, Inc. entered into Purchase Agreement with Micro Merchant Systems, Inc. valued at $22.5 million (effective 2024-02-16).

Action: entry
Agreement: asset purchase
Counterparty: Micro Merchant Systems, Inc.
Value: $22.5 million
Effective: 2024-02-16

Exact text from the filing

TRxADE HEALTH Inc. (the “Company”) together with Trxade, Inc., a wholly owned subsidiary of the Company, and Micro Merchant Systems, Inc. (“MMS”) entered into an asset purchase agreement on February 16, 2024 (the “Purchase Agreement”) under which MMS agreed to purchase for cash substantially all of the assets of Trxade, Inc.

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Source: SEC EDGAR

accession 0001493152-24-007038

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