SEC Comment Letter for Scienture Holdings, Inc. (SCNX) (CIK 0001382574) (SCNX) — Aug 26, 2014
Scienture Holdings, Inc. (SCNX) (CIK 0001382574)
Date: Aug. 26, 2014 · CIK: 0001382574 · Accession: 0000000000-14-042976
AI Filing Summary & Sentiment
Reasoning
Referenced dates: August 6, 2014
Letter
August 26 , 2014 Via E -mail Mr. Suren Ajjarapu Chief Executive Officer Trxade Group, Inc. 17537 Darby Lane Lutz, FL 33558
Re: Trxade Group, Inc. Amendment No. 2 to Registration Statement on Form 10 Filed August 20, 2014 File No. 000 -55218
Dear Mr. Ajjarapu :
We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter within ten business days by amending your filing, by providing the requested information, or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts and ci rcumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your filing and the information you provide in response to these comments, we may have additional comments.
Business, page 3
1. We note your response to comment 1 in our letter dated August 6, 2014 that “[a]t the closing of the merger, 28,800,000 shares of Trxade Nevada common stock and 670,000 shares of Trxade Nevada Series A Preferred Stock were outstanding.” T his would appear to result in an aggregate of 29,470,000 shares being issued to former Trxade Nevada shareholders in the merger. Please reconcile with your disclosure on pages 4 and 29 that as a result of the merger, an aggregate of 29,500,000 shares were issued to former Trxade Nevada shareholders.
Certain Relationships and Related Transactions, an d Director Independence, page 27
2. We reissue comment 5 in our letter dated August 6, 2014 . Please revise to disclose all the information required by Item 404 of Regulation S -K for the $19,333 related party
Mr. Suren Ajjarapu Trxade Group, Inc. August 26, 2014 Page 2
loan assumed by the company during the year ended December 31, 2013, or advise us why you believe such disclosure is not required.
Exhibi ts
3. Please refile Exhibit 10.9 in a proper electronic format. Refer to Rule 102(a) of Regulation S -T and Section 2.1 of Volume II of the EDGAR Filer Manual.
Please contact Tiffany Posil at (202) 551 -3589 or me at (202) 551 -3795 with any questions.
Sincerely,
/s/ Pamela Howell
for
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August 26 , 2014 Via E -mail Mr. Suren Ajjarapu Chief Executive Officer Trxade Group, Inc. 17537 Darby Lane Lutz, FL 33558 Re: Trxade Group, Inc. Amendment No. 2 to Registration Statement on Form 10 Filed August 20, 2014 File No. 000 -55218 Dear Mr. Ajjarapu : We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter within ten business days by amending your filing, by providing the requested information, or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts and ci rcumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your filing and the information you provide in response to these comments, we may have additional comments. Business, page 3 1. We note your response to comment 1 in our letter dated August 6, 2014 that “[a]t the closing of the merger, 28,800,000 shares of Trxade Nevada common stock and 670,000 shares of Trxade Nevada Series A Preferred Stock were outstanding.” T his would appear to result in an aggregate of 29,470,000 shares being issued to former Trxade Nevada shareholders in the merger. Please reconcile with your disclosure on pages 4 and 29 that as a result of the merger, an aggregate of 29,500,000 shares were issued to former Trxade Nevada shareholders. Certain Relationships and Related Transactions, an d Director Independence, page 27 2. We reissue comment 5 in our letter dated August 6, 2014 . Please revise to disclose all the information required by Item 404 of Regulation S -K for the $19,333 related party Mr. Suren Ajjarapu Trxade Group, Inc. August 26, 2014 Page 2 loan assumed by the company during the year ended December 31, 2013, or advise us why you believe such disclosure is not required. Exhibi ts 3. Please refile Exhibit 10.9 in a proper electronic format. Refer to Rule 102(a) of Regulation S -T and Section 2.1 of Volume II of the EDGAR Filer Manual. Please contact Tiffany Posil at (202) 551 -3589 or me at (202) 551 -3795 with any questions. Sincerely, /s/ Pamela Howell for John Reynolds Assistant Director cc: Via E -mail Lawrence Schnapp, Esq. TroyGould PC