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2026-10-28
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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 28, 2026
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
(The
Nasdaq Capital Market) |
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
5.07. Submission of Matters to a Vote of Security Holders.
On
October 28, 2026, Scienture Holdings, Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “2026
Annual Meeting”) virtually via a live webcast. The Company’s stockholders voted on four proposals at the 2026 Annual Meeting,
each of which is listed below and described in more detail in the Company’s definitive proxy statement filed with the Securities
and Exchange Commission on September 18, 2026 (the “Proxy Statement”):
| |
1. |
To
elect five directors to the Company’s board of directors, each to serve a term of one year and until either the Company’s
stockholders have elected their respective successors and such successors have been qualified or their earlier resignation or removal; |
| |
|
|
| |
2. |
To
ratify the appointment of CM3 Advisory as the Company’s independent auditor for the fiscal year ending December 31, 2026; |
| |
|
|
| |
3. |
To
approve, by a non-binding advisory vote, the compensation of the Company’s named executive officers as described in the Proxy
Statement; and |
| |
|
|
| |
4. |
To
approve an adjournment of the 2026 Annual Meeting, if necessary and appropriate, as determined by the Company’s board of directors
in its sole discretion, to solicit additional proxies if there are insufficient votes at the time of the 2026 Annual Meeting to approve
the presented proposals or to constitute a quorum. |
With
respect to each proposal, holders of the Company’s common stock, par value $0.00001 per share, were entitled to cast one vote per
share of common stock held as of the close of business on the record date of September 11, 2026. Holders of the Company’s common
stock representing 14,496,459.75 votes were represented in person or by proxy at the 2026 Annual Meeting, which represented 35.3% of
the voting power of the 41,064,146 shares of the Company’s common stock entitled to vote at the 2026 Annual Meeting and constituted
a quorum for the transaction of business.
The
final results of voting on each of the proposals presented at the 2026 Annual Meeting, as certified by the Company’s independent
inspector of election, are set forth below.
Proposal
No. 1: Election of Directors.
The
Company’s stockholders elected each of the five director nominees listed below to serve a term of one year and until either the
Company’s stockholders have elected their respective successors and such successors have been qualified or their earlier resignation
or removal. The results of the vote taken were as follows:
| Nominee |
|
Votes
For |
|
Votes
Withheld |
|
Broker
Non-Votes |
| Mayur
Doshi |
|
12,392,815.75 |
|
554,578 |
|
1,549,066 |
| Donald
G. Fell |
|
12,324,085.75 |
|
623,308 |
|
1,549,066 |
| Subbarao
Jayanthi |
|
12,660,832.75 |
|
286,561 |
|
1,549,066 |
| Shankar
Hariharan |
|
12,713,905.75 |
|
233,488 |
|
1,549,066 |
| Narasimhan
Mani |
|
12,640,097.75 |
|
307,296 |
|
1,549,066 |
Proposal
No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm
The
stockholders ratified the appointment of CM3 Advisory as the Company’s independent auditor for the fiscal year ending December
31, 2026. The results of the vote taken were as follows:
| Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
| 14,371,355.75 |
|
122,576 |
|
2,528 |
|
— |
Proposal
No. 3: Approval, on a Non-Binding, Advisory Basis, of the Compensation of the Company’s Named Executive Officers
The
stockholders approved, by a non-binding advisory vote, the compensation of the Company’s named executive officers as described
in the Proxy Statement. The results of the vote taken were as follows:
| Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
| 11,710,444.75 |
|
1,052,401 |
|
184,548 |
|
1,549,066 |
Proposal
No. 4: Approval of Adjournment of the Annual Meeting, if Necessary or Appropriate
The
stockholders of the Company approved a proposal to adjourn the 2026 Annual Meeting to a later date or dates, if necessary or appropriate,
including to solicit additional proxies if there were insufficient votes to approve the presented proposals or to constitute a quorum.
Although this proposal was approved by the Company’s stockholders, because there was a quorum present and there were sufficient
votes represented at the time of the 2026 Annual Meeting to approve the proposals, adjournment of the 2026 Annual Meeting was deemed
unnecessary. The results of the vote taken were as follows:
| Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
| 13,870,140 |
|
552,805.75 |
|
73,514 |
|
— |
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. Shankar Hariharan |
| |
|
Dr.
Shankar Hariharan |
| |
|
Executive
Chairman and Co-Chief Executive Officer |
| Date:
November 3, 2026 |
|
|