Scienture (SCNX) Co-CEO adds stock grants and converts preferred into common

Rhea-AI Filing Summary

Scienture Holdings Co-CEO & Chairman Dr. Shankar Hariharan reported several stock acquisitions and conversions, mainly as equity compensation and prior preferred stock conversions. On February 20, 2026, he was approved for an award of 500,000 restricted shares as a discretionary stock bonus for 2025, to be issued in three tranches of 166,666, 166,667, and 166,667 shares on June 1, September 1, and December 1, 2026, with each tranche vesting three years after issuance. Earlier, he received 750,000 restricted shares on April 14, 2025 and 300,000 restricted shares on October 1, 2025, each vesting in two equal annual installments beginning April 14, 2026 and October 1, 2026, respectively. The filing also shows that on September 19, 2024, his and his spouse’s Series X Non-Voting Convertible Preferred Stock automatically converted into a total of 2,272,296 common shares. In a separate non-market transaction, 30,000 common shares were transferred to a designee of NVK Finance, LLC as consideration for the lender’s consent under a loan amendment. Following the latest award, he directly holds 3,518,679 common shares.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Shankar Hariharan

(Last) (First) (Middle)

C/O SCIENTURE HOLDINGS, INC.

20 AUSTIN BLVD.

(Street)

COMMACK NY 11725

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Scienture Holdings, Inc. [ SCNX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Co-CEO & Chairman

3. Date of Earliest Transaction (Month/Day/Year)
09/19/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.00001	09/19/2024		C		1,916,816	A	(1)	1,998,679	D
Common Stock, par value $0.00001	09/19/2024		C		356,480	A	(1)	371,704	I	By Spouse
Common Stock, par value $0.00001	03/10/2025		J		30,000(2)	D	$0(2)	1,968,679	D
Common Stock, par value $0.00001	04/14/2025		A		750,000(3)	A	$0	2,718,679	D
Common Stock, par value $0.00001	10/01/2025		A		300,000(4)	A	$0	3,018,679	D
Common Stock, par value $0.00001	02/20/2026		A		500,000(5)	A	$0	3,518,679	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series X Non-Voting Convertible Preferred Stock	(1)	09/19/2024		C			1,916,816	(1)	(1)	Common Stock, par value $0.00001	1,916,816	$0	0	D
Series X Non-Voting Convertible Preferred Stock	(1)	09/19/2024		C			356,480	(1)	(1)	Common Stock, par value $0.00001	356,480	$0	0	I	By spouse

Explanation of Responses:

1. These shares of the Series X Non-Voting Convertible Preferred Stock, par value $0.00001 per share (the "Series X Preferred Stock"), of Scienture Holdings, Inc. (the "Issuer"), formerly known as TRxADE HEALTH, INC., automatically converted on a one-for-one basis into shares of the Issuer's common stock, par value $0.00001 per share ("Common Stock"), on the twentieth calendar day following the Issuer's mailing of an information statement on Schedule 14C in connection with the closing of the Issuer's previously announced acquisition of Scienture, Inc. on July 25, 2024 pursuant to an Agreement and Plan of Merger. The Series X Preferred Stock had no expiration date.

2. These shares of Common Stock were transferred by Dr. Shankar Hariharan to a designee of NVK Finance, LLC (the "Lender") as consideration for the Lender's consent to certain transactions contemplated by that certain First Amendment to Loan and Security Agreement, dated November 22, 2024, entered into by the Issuer, the Lender, Dr. Hariharan, and certain other parties thereto.

3. These shares of restricted Common Stock ("Restricted Shares") vest in two equal annual installments beginning on April 14, 2026.

4. These Restricted Shares vest in two equal annual installments beginning on October 1, 2026.

5. On February 20, 2026, the Compensation Committee of the Issuer's Board of Directors approved the award of these Restricted Shares as a discretionary stock bonus for performance in 2025. The Restricted Shares will be issued in three tranches of 166,666 shares on June 1, 2026, 166,667 shares on September 1, 2026, and 166,667 shares on December 1, 2026. Each tranche of Restricted Shares will vest three years following its respective issuance date.

	/s/ Kate L. Bechen, as attorney-in-fact for Shankar Hariharan	03/12/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did SCNX Co-CEO Shankar Hariharan report?

Dr. Shankar Hariharan reported multiple equity acquisitions and conversions, mainly restricted stock awards and automatic preferred stock conversions into common shares. He also reported a 30,000-share transfer to a lender designee related to a loan agreement amendment, rather than an open-market sale.

How many restricted SCNX shares were awarded to Shankar Hariharan in 2025–2026?

He was awarded 750,000 restricted shares on April 14, 2025, 300,000 on October 1, 2025, and 500,000 approved on February 20, 2026. These awards vest over multi-year schedules, tying a significant portion of his compensation to Scienture’s long-term performance.

What are the vesting terms for Shankar Hariharan’s new 500,000 SCNX restricted shares?

The 500,000 restricted shares serve as a discretionary stock bonus for 2025. They will be issued in three tranches on June 1, September 1, and December 1, 2026, and each tranche will vest three years after its respective issuance date, encouraging longer-term alignment.

What happened to Shankar Hariharan’s Series X Non-Voting Convertible Preferred Stock in SCNX?

On September 19, 2024, Series X Non-Voting Convertible Preferred Stock held directly and by his spouse automatically converted one-for-one into 2,272,296 common shares. The preferred shares had no expiration date and converted following the company’s Schedule 14C mailing related to a prior acquisition.

Did Shankar Hariharan sell any SCNX shares on the open market in this Form 4?

The Form 4 does not report any open-market sales. It shows equity awards, automatic preferred-to-common conversions, and a 30,000-share transfer to a lender’s designee as consideration for consent under a loan amendment, which is characterized as an “other” non-market transaction.

How many SCNX common shares does Shankar Hariharan hold after these transactions?

After the most recent reported equity award, Dr. Hariharan directly holds 3,518,679 common shares. This figure reflects his direct ownership position following the February 20, 2026 restricted stock approval and previously reported conversions and awards disclosed in the Form 4.