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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 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 |
|
|
