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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): October
24, 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)
(631)
670-6039
(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
8.01. Other Events.
On
October 24, 2025, Scienture Holdings, Inc. (the “Company”) filed with the Securities and Exchange Commission
a prospectus supplement to its Registration Statement on Form S-3 (Registration No. 333-289198) increasing the amount of shares of the
Company’s common stock, par value $0.00001 per share, that the Company is eligible to sell under General
Instruction I.B.6 of Form S-3 and pursuant to the equity distribution agreement with Maxim Group LLC, dated September 19, 2025, to an
aggregate offering price of up to $9,592,009. As of the date hereof, the Company has sold approximately
$13,252,250 in gross proceeds of securities pursuant to General Instruction I.B.6 of Form S-3 during the prior 12 months. Thus, $9,592,009
remains available to be sold pursuant to the prospectus supplement. This Current Report on Form 8-K shall not constitute an offer to
sell or the solicitation of an offer to buy nor shall there be any sale of the Company’s common stock in any state in which such
offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| |
|
|
| 5.1 |
|
Opinion
of Dykema Gossett PLLC |
| 23.1 |
|
Consent
of Dykema Gossett PLLC (included in Exhibit 5.1) |
| 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:
October 30, 2025 |
|
|
