Tollo Health news we missed from the SEC filings of Scienture Holdings...
Item 1.01. Entry into a Material Definitive Agreement.
On April 8, 2025, Scienture Holdings, Inc. (the “Company”) entered into a Membership Interest Purchase Agreement (the “IPS MIPA”) with Tollo Health, Inc. (“Tollo”), pursuant to which Tollo agreed to purchase and the Company agreed to sell all of the Company’s membership interests in Integra Pharmacy Solutions LLC (“IPS”), a wholly-owned subsidiary of the Company. Suren Ajjarapu, the Company’s Chief Executive Officer, and Prashant Patel, the Company’s President and Chief Operating Officer, each have a beneficial interest in Tollo.
On April 8, 2025, the Company also entered into a Stock Purchase Agreement (the “Bonum SPA” and together with the IPS MIPA, the “Agreements”) with Tollo, pursuant to which Tollo agreed to purchase and the Company agreed to sell all issued and outstanding shares of common stock of Bonum Health, Inc., a wholly-owned subsidiary of the Company.
In connection with each of the Agreements, the Company agreed to retain certain excluded liabilities of IPS and Bonum including all liabilities: (i) related to, in connection with or arising out of any claims, charges, complaints, actions, suits, settlements, hearings, investigations, proceedings, or governmental or regulatory inquiries with respect to IPS or Bonum, respectively, prior to the closing under the applicable Agreement; (ii) related to, in connection with or arising out of any breach by the Company of the applicable Agreement or any other agreements and documents required to be delivered by the Company; (iii) not disclosed by the Company in accordance with each Agreement; (iv) related to any actions threatened or initiated by a governmental entity against IPS or Bonum, respectively; and (v) related to tax returns or tax matters of the Company, IPS, or Bonum, respectively, for any periods prior to closing under the applicable Agreement.
The Company and Tollo have agreed to consummate the closing of each of the Agreements on June 30, 2025, or such other time as the Company and Tollo may agree. Each of the Agreements contains customary conditions to closing, including the following mutual conditions: (i) the Company, Tollo, and the respective subsidiary shall have performed and complied in all material respects with all agreements and conditions in the applicable Agreement; (ii) the representations and warranties of the Company, Tollo, and the respective subsidiary shall be true and correct in all respects at and as of the closing date; (iii) the Company and the respective subsidiary shall have obtained any necessary consents and approvals to close on the transactions; (iv) no action shall have been taken by any governmental entity, and no law shall have been proposed or enacted, which would (or, in the case of a proposed law, if enacted) materially and adversely affect the financial condition, operations or prospects of the applicable subsidiary or the regulatory compliance status of the applicable subsidiary; (v) all documents and instruments required by the applicable Agreement to be delivered by the Company and the applicable subsidiary to Tollo at closing shall be delivered in form and substance reasonably satisfactory to Tollo and its counsel; and (vi) no litigation seeking to enjoin the transactions contemplated by the applicable Agreement or to obtain damages on account thereof shall be pending or threatened.
As consideration for acquiring IPS and Bonum, Tollo has agreed to pay the Company $5 million in the form of a promissory note bearing interest at the prime rate. The promissory note matures on June 30, 2030. However, Tollo is required to pay 20% of the proceeds of a future equity financing toward repayment of the principal and accrued but unpaid interest owed under the promissory note.
Each of the Agreements contains customary representations and warranties made by each of the Company and Tollo.
The foregoing descriptions of the IPS MIPA and the Bonum SPA do not purport to be complete and are qualified in their entirety by reference to the IPS MIPA and the Bonum SPA, copies of which are attached hereto as Exhibits 1.01 and 1.02, respectively.
Item 1.01. Entry into a Material Definitive Agreement.
On April 8, 2025, Scienture Holdings, Inc. (the “Company”) entered into a Membership Interest Purchase Agreement (the “IPS MIPA”) with Tollo Health, Inc. (“Tollo”), pursuant to which Tollo agreed to purchase and the Company agreed to sell all of the Company’s membership interests in Integra Pharmacy Solutions LLC (“IPS”), a wholly-owned subsidiary of the Company. Suren Ajjarapu, the Company’s Chief Executive Officer, and Prashant Patel, the Company’s President and Chief Operating Officer, each have a beneficial interest in Tollo.
On April 8, 2025, the Company also entered into a Stock Purchase Agreement (the “Bonum SPA” and together with the IPS MIPA, the “Agreements”) with Tollo, pursuant to which Tollo agreed to purchase and the Company agreed to sell all issued and outstanding shares of common stock of Bonum Health, Inc., a wholly-owned subsidiary of the Company.
In connection with each of the Agreements, the Company agreed to retain certain excluded liabilities of IPS and Bonum including all liabilities: (i) related to, in connection with or arising out of any claims, charges, complaints, actions, suits, settlements, hearings, investigations, proceedings, or governmental or regulatory inquiries with respect to IPS or Bonum, respectively, prior to the closing under the applicable Agreement; (ii) related to, in connection with or arising out of any breach by the Company of the applicable Agreement or any other agreements and documents required to be delivered by the Company; (iii) not disclosed by the Company in accordance with each Agreement; (iv) related to any actions threatened or initiated by a governmental entity against IPS or Bonum, respectively; and (v) related to tax returns or tax matters of the Company, IPS, or Bonum, respectively, for any periods prior to closing under the applicable Agreement.
The Company and Tollo have agreed to consummate the closing of each of the Agreements on June 30, 2025, or such other time as the Company and Tollo may agree. Each of the Agreements contains customary conditions to closing, including the following mutual conditions: (i) the Company, Tollo, and the respective subsidiary shall have performed and complied in all material respects with all agreements and conditions in the applicable Agreement; (ii) the representations and warranties of the Company, Tollo, and the respective subsidiary shall be true and correct in all respects at and as of the closing date; (iii) the Company and the respective subsidiary shall have obtained any necessary consents and approvals to close on the transactions; (iv) no action shall have been taken by any governmental entity, and no law shall have been proposed or enacted, which would (or, in the case of a proposed law, if enacted) materially and adversely affect the financial condition, operations or prospects of the applicable subsidiary or the regulatory compliance status of the applicable subsidiary; (v) all documents and instruments required by the applicable Agreement to be delivered by the Company and the applicable subsidiary to Tollo at closing shall be delivered in form and substance reasonably satisfactory to Tollo and its counsel; and (vi) no litigation seeking to enjoin the transactions contemplated by the applicable Agreement or to obtain damages on account thereof shall be pending or threatened.
As consideration for acquiring IPS and Bonum, Tollo has agreed to pay the Company $5 million in the form of a promissory note bearing interest at the prime rate. The promissory note matures on June 30, 2030. However, Tollo is required to pay 20% of the proceeds of a future equity financing toward repayment of the principal and accrued but unpaid interest owed under the promissory note.
Each of the Agreements contains customary representations and warranties made by each of the Company and Tollo.
The foregoing descriptions of the IPS MIPA and the Bonum SPA do not purport to be complete and are qualified in their entirety by reference to the IPS MIPA and the Bonum SPA, copies of which are attached hereto as Exhibits 1.01 and 1.02, respectively.
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