Scienture Holdings, Inc.
For the period ended Oct 23, 2025. Filed Oct 24, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Oct 23, 2025 · Filed Oct 24, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to Section 240.14a-12 |
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| ☒ | No Fee Required |
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| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
20 Austin Blvd.
Commack, New York 11725
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON NOVEMBER 12, 2025
TO THE STOCKHOLDERS OF SCIENTURE HOLDINGS, INC.:
Notice is hereby given of the 2025 annual meeting of stockholders of Scienture Holdings, Inc., which we refer to as “we,” “us,” “our,” or the “Company,” to be held on November 12, 2025, at 11:00 a.m. Eastern Time virtually at https://edge.media-server.com/mmc/go/scnx2025agm (the “Annual Meeting”), for the following purposes:
| ● | To elect five directors to the Board of Directors (the “Board”), each to serve a term of one year and until their respective successors have been elected and qualified, or until their earlier resignation or removal. The Board intends to present for election the following five nominees: Mayur Doshi, Donald G. Fell, Shankar Hariharan, Subbarao Jayanthi, and Narasimhan Mani (“Proposal 1”); |
| ● | To consider and approve an amendment to our Second Amended and Restated Certificate of Incorporation (the “Charter”) to increase the number of shares of our common stock, $0.00001 par value per share (the “Common Stock”), authorized for issuance from 100,000,000 shares to 2,000,000,000 shares and of our preferred stock, $0.00001 par value per share (the “Preferred Stock”), authorized for issuance from 10,000,000 shares to 200,000,000 shares (“Proposal 2”); |
| ● | To consider and approve an amendment to our Second Amended and Restated 2019 Equity Incentive Plan (the “2019 Plan”) to increase the number of shares of Common Stock available for issuance under the 2019 Plan from 5,000,000 shares to 25,000,000 shares (“Proposal 3”); |
| ● | To consider and approve a potential future offering of our Common Stock, which could result in the issuance of more than 20% of our currently outstanding shares of Common Stock at a price below the “minimum price,” as defined by, and in accordance with, Nasdaq Listing Rule 5635(d) (“Proposal 4”); |
| ● | To consider and vote on a proposal to grant our Board the discretion to amend our Charter to effect a reverse stock split at a ratio of not less than one-for-two and not greater than one-for-fifty, with the exact ratio to be set within that range at the discretion of the Board without further approval or authorization of our stockholders (“Proposal 5”); and |
| ● | To approve an adjournment of the Annual Meeting, if necessary and appropriate, as determined by the Board in its sole discretion, to solicit additional proxies if there are insufficient votes at the time of the Annual Meeting to approve the presented proposals or to constitute a quorum (“Proposal 6”); and |
| ● | To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof. |
The Board has fixed the close of business on September 25, 2025, as the record date for determining holders of our Common Stock entitled to notice of, and to vote at, the Annual Meeting or any adjournments or postponements thereof.
You may also vote your shares by marking your votes on the proxy card, signing and dating it, and mailing it in the envelope provided. In addition, you may vote by telephone: call 1-866-752-VOTE(8683) and follow the instructions provided by the recorded message. You will need your proxy card available if you vote by telephone. You may also vote by Internet: access https://www.iproxydirect.com/scnx and follow the steps outlined on the secure website.
Your vote is important. Whether or not you plan to attend the virtual Annual Meeting, please vote by completing, signing, dating, and returning your proxy card or voting instruction form so that your shares will be represented at the Annual Meeting.
This Notice and Proxy Statement are dated October 23, 2025 and are first being mailed to shareholders on or about October 28, 2025. Please note that this Notice and Proxy Statement are also available at https://www.iproxydirect.com/SCNX.
October 23, 2025
By order of the Board,
/s/ Shankar Hariharan
Shankar Hariharan
Chairman of the Board
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Proxy Statement
For the Annual Meeting of Stockholders
To Be Held on November , 2025
TABLE OF CONTENTS
| Page | |
|---|---|
| INTRODUCTION | 1 |
| PROPOSAL 1: ELECTION OF DIRECTORS | 2 |
| PROPOSAL 2: APPROVAL OF AN AMENDMENT TO OUR CHARTER TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK AND PREFERRED STOCK AUTHORIZED FOR ISSUANCE | 5 |
| PROPOSAL 3: APPROVAL OF AN AMENDMENT TO OUR SECOND AMENDED AND RESTATED 2019 EQUITY INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK AVAILABLE FOR ISSUANCE THEREUNDER | 6 |
| PROPOSAL 4: APPROVAL OF A POTENTIAL FUTURE OFFERING OF OUR COMMON STOCK | 12 |
| PROPOSAL 5: APPROVAL OF THE REVERSE STOCK SPLIT | 14 |
| PROPOSAL 6: APPROVAL TO ADJOURN THE ANNUAL MEETING | 23 |
| QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING | 24 |
| DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE | 29 |
| REPORT OF THE AUDIT COMMITTEE | 34 |
| EXECUTIVE AND DIRECTOR COMPENSATION | 35 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 45 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE | 45 |
| STOCKHOLDER PROPOSALS AND NOMINATIONS | 48 |
| OTHER MATTERS | 49 |
| CONTACT FOR QUESTIONS AND ASSISTANCE WITH VOTING | 49 |
| ANNEX A: SHARE INCREASE SPLIT CHARTER AMENDMENT | A-1 |
| ANNEX B: SECOND AMENDED AND RESTATED 2019 EQUITY INCENTIVE PLAN | B-1 |
| ANNEX C: REVERSE STOCK SPLIT CHARTER AMENDMENT | C-1 |
| ANNEX D: AUDIT COMMITTEE CHARTER | D-1 |
| ANNEX E: COMPENSATION COMMITTEE CHARTER | E-1 |
| ANNEX F: NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER | F-1 |
| ANNEX G: FORM OF PROXY CARD | G-1 |
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20 Austin Blvd.
Commack, New York 11725
PROXY STATEMENT FOR
ANNUAL MEETING OF STOCKHOLDERS
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.