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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): June 27, 2025
SCIENTURE
HOLDINGS, INC.
(Exact
Name of Registrant as Specified in Its Charter)
| Delaware |
|
001-39199 |
|
46-3673928 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
No.) |
|
(I.R.S.
Employer
Identification
No.) |
20
Austin Blvd.
Commack,
NY 11725
(Address
of Principal Executive Offices)
(866)
468-6535
(Registrant’s
Telephone Number)
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
stock, par value $0.00001 per share |
|
SCNX |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01. Entry into a Material Definitive Agreement.
On
June 27, 2025, Scienture Holdings, Inc., a Delaware corporation (the “Company”), entered into an Indemnification Agreement
with each of the following directors and officers: Mayur Doshi, Donald Fell, Shankar Hariharan, Subbarao Jayanthi, and Narasimhan Mani.
The form of Indemnification Agreement is substantially the same for each director.
Each
Indemnification Agreement provides, among other things and subject to certain limitations in the Indemnification Agreement, that the
Company will (1) hold harmless and indemnify the director or officer, if he is, or is threatened to be made, a party to a Proceeding
(as defined in the Indemnification Agreement); (2) hold harmless and indemnify the director or officer against all Expenses (as defined
in the Indemnification Agreement) actually and reasonably incurred in connection with a Proceeding to the extent that the director or
officer is successful in such Proceeding or in defense of any claim, issue, or matter therein; (3) reimburse the director or officer
for all Expenses actually and reasonably incurred by the director or officer if he is a witness in any Proceeding or receives a subpoena
with respect to any Proceeding as a result of his Corporate Status (as defined in the Indemnification Agreement); advance Expenses incurred
by a director or officer in connection with any Proceeding; and (4) ensure that the officer or director is covered under any insurance
policy maintained by the Company that provides liability insurance for directors, managers, partners, officers, employees, agents, or
trustees of the Company. The rights provided to each director under the Indemnification Agreement are in addition to any rights he may
have under applicable law and the Company’s Second Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws,
as amended.
The
foregoing description of the Indemnification Agreements does not purport to be complete and is subject to and qualified in its entirety
by reference to the full text of each Indemnification Agreement, the form of which is attached to this Current Report on Form 8-K as
Exhibit 10.1 and the terms of which are incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| |
|
|
| 10.1 |
|
Form of Indemnification Agreement |
| 104 |
|
Cover
Page Interactive Data File (embedded with the Inline XBRL document). |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
SCIENTURE
HOLDINGS, INC. |
| |
|
|
| |
By:
|
/s/
Dr. Narasimhan Mani |
| |
|
Dr.
Narasimhan Mani |
| |
|
Co-Chief
Executive Officer |
| |
|
|
| Date:
July 3, 2025 |
|
|
