Lower quorum set for Scienture Holdings (NASDAQ: SCNX) votes

Rhea-AI Filing Summary

Scienture Holdings, Inc. amended its bylaws to lower the shareholder meeting quorum requirement from a majority of voting power to one-third of the voting power. This means future stockholder meetings can proceed and conduct business with fewer shares represented in person, remotely, or by proxy, unless a higher threshold is required by law, the certificate of incorporation, or other bylaw provisions. The rules allowing the chairperson or a majority of voting power present to adjourn meetings until a quorum is reached remain in place.

Insights

Corporate governance analyst

Quorum cut to one-third makes Scienture shareholder votes easier to convene.

The board of Scienture Holdings, Inc. approved a bylaw change that reduces the quorum for stockholder meetings from a majority of voting power to one-third. A quorum is the minimum amount of voting stock that must be represented for any official business, such as electing directors or approving proposals, to be valid.

This lower threshold can make it simpler to hold meetings and take stockholder action when participation is limited, because fewer shares need to be present or represented. The provision that lets the meeting chair or a majority of voting power present adjourn a meeting until a quorum is reached remains, so the mechanics of adjourning and reconvening are unchanged.

Overall, this is a structural governance change rather than a financial event. Its practical effect will depend on actual shareholder participation levels at future meetings and any higher quorum thresholds that specific laws or the certificate of incorporation might impose.

false --12-31 0001382574 0001382574 2025-10-01 2025-10-01 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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 1, 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 1, 2025, the board of directors of Scienture Holdings, Inc. (the “Company”) voted to amend Section 2.8 the Company’s Amended and Restated Bylaws (the “Bylaws”) to change the requirements for quorum at a meeting of the stockholders of the Company from a majority of voting stock to one-third of the voting stock (the “Amendment”).

Prior to the Amendment, Section 2.8 of the Bylaws read in its entirety:

“Unless otherwise required by law, the Certificate of Incorporation or these Bylaws, the holders of a majority in voting power of the capital stock issued and outstanding and entitled to vote, present in person, or by remote communication, if applicable, or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders. If, however, a quorum is not present or represented at any meeting of the stockholders, then either (a) the chairperson of the meeting or (b) a majority in voting power of the stockholders entitled to vote thereon, present in person, or by remote communication, if applicable, or represented by proxy, shall have power to adjourn the meeting from time to time in the manner provided in Section 2.9 of these Bylaws until a quorum is present or represented. At such adjourned meeting at which a quorum in present or represented, any business may be transacted that might have been transacted at the meeting as originally noticed.”

Following the Amendment, Section 2.8 of the Bylaws now reads in its entirety

“Unless otherwise required by law, the Certificate of Incorporation or these Bylaws, the holders of one-third in voting power of the capital stock issued and outstanding and entitled to vote, present in person, or by remote communication, if applicable, or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders. If, however, a quorum is not present or represented at any meeting of the stockholders, then either (a) the chairperson of the meeting or (b) a majority in voting power of the stockholders entitled to vote thereon, present in person, or by remote communication, if applicable, or represented by proxy, shall have power to adjourn the meeting from time to time in the manner provided in Section 2.9 of these Bylaws until a quorum is present or represented. At such adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally noticed.”

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description
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 6, 2025

FAQ

What governance change did Scienture Holdings (SCNX) disclose in this 8-K?

The company disclosed that its board amended the bylaws to change the stockholder meeting quorum requirement from a majority of voting power to one-third of the voting power.

How did the quorum definition change for Scienture Holdings stockholder meetings?

Previously, holders of a majority in voting power constituted a quorum; now, holders of one-third in voting power of the outstanding capital stock entitled to vote will constitute a quorum, unless law, the certificate of incorporation, or other bylaws require more.

Does the bylaw amendment affect how Scienture meetings can be adjourned?

No. The bylaws still allow either the chairperson of the meeting or a majority in voting power of stockholders present or represented to adjourn the meeting from time to time until a quorum is present or represented.

Who approved and signed off on the Scienture Holdings bylaw amendment?

The amendment was approved by the board of directors, and the 8-K was signed on behalf of Scienture Holdings, Inc. by Co-Chief Executive Officer Dr. Narasimhan Mani.

Does the new quorum rule at Scienture Holdings apply to all stockholder meetings?

The new one-third quorum applies to all stockholder meetings unless a different requirement is imposed by law, the company’s certificate of incorporation, or another bylaw provision.