Scienture Holdings, Inc.
For the period ended Sep 18, 2026. Filed Sep 18, 2026.
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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.
Sep 18, 2026 · Filed Sep 18, 2026
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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 |
|---|---|
| ☐ | 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 |
(Name of Registrant as Specified In Its Charter)
Not applicable.
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box)
| ☒ | No Fee Required |
|---|---|
| ☐ | 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 OCTOBER 28, 2026
TO THE STOCKHOLDERS OF SCIENTURE HOLDINGS, INC.:
Notice is hereby given of the 2026 annual meeting of stockholders of Scienture Holdings, Inc. to be held on October 28, 2026, at 11:00 a.m. Eastern Time virtually at https://edge.media-server.com/mmc/go/SCNX2026AGM for the following purposes:
| ● | To elect five directors to our board of directors, each to serve a term of one year and until either our stockholders have elected their respective successors and such successors have been qualified or their earlier resignation or removal. We intend to present for election the following five nominees: Mayur Doshi, Donald G. Fell, Shankar Hariharan, Subbarao Jayanthi, and Narasimhan Mani; |
| ● | To ratify the appointment of CM3 Advisory as our independent auditor for the fiscal year ending December 31, 2026; |
| ● | To approve, by a non-binding advisory vote, the compensation of our named executive officers as described in the accompanying proxy statement; |
| ● | To approve an adjournment of the annual meeting, if necessary and appropriate, as determined by our board of directors 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; and |
| ● | To transact such other business as may properly come before the annual meeting or any adjournments or postponements the annual meeting. |
Our board of directors has fixed the close of business on September 11, 2026, 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.
Important Notice Regarding Availability of Proxy Materials For Annual Meeting To Be Held On October 28, 2026. We are providing access to our proxy materials by notifying our shareholders of the availability of our proxy materials on the Internet rather than mailing a full paper set of the proxy materials. This notice, the accompanying proxy statement, and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as amended (our “2025 Annual Report”) filed with the Securities and Exchange Commission (“SEC”) are available free of charge through the Internet athttps://www.iproxydirect.com/scnx andwww.sec.gov. Under SEC rules, we are providing a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) to notify you of the availability of our proxy materials on the Internet. The Notice of Internet Availability instructs you on how to access and review the accompanying proxy statement and our 2025 Annual Report. The Notice of Internet Availability also instructs you on how you may authorize a proxy to vote your shares over the Internet and provides instructions on how you can request a paper copy of these documents if you desire, and how you can enroll in e-delivery. The Notice of Internet Availability is dated September 18, 2026, and is first being mailed to stockholders on or about September 18, 2026.
You may vote your shares via the Internet by accessinghttps://www.iproxydirect.com/scnx and following the steps outlined on the secure website or via telephone by calling toll-free 1-866-752-VOTE(8683) and follow the instructions provided by the recorded message. You will need your Notice of Internet Availability or proxy card available if you vote by telephone. If you receive a physical copy of the proxy materials, you may also vote by marking your votes on the enclosed proxy card, signing and dating it, and mailing it in the envelope provided.
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.
September 18, 2026
By order of the Board of Directors,
/s/ Shankar Hariharan
Shankar Hariharan
Executive Chairman
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Proxy Statement
For the Annual Meeting of Stockholders
To Be Held on October 28, 2026
TABLE OF CONTENTS
| Page | |
|---|---|
| INTRODUCTION | 1 |
| PROPOSAL 1: ELECTION OF DIRECTORS | 2 |
| PROPOSAL 2: RATIFICATION OF APPOINTMENT OF AUDITORS | 5 |
| PROPOSAL 3: ADVISORY VOTE ON EXECUTIVE COMPENSATION | 6 |
| PROPOSAL 4: APPROVAL TO ADJOURN THE ANNUAL MEETING | 7 |
| QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING | 8 |
| DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE | 12 |
| REPORT OF THE AUDIT COMMITTEE | 18 |
| EXECUTIVE AND DIRECTOR COMPENSATION | 18 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 30 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE | 31 |
| STOCKHOLDER PROPOSALS AND NOMINATIONS | 34 |
| OTHER MATTERS | 34 |
| CONTACT FOR QUESTIONS AND ASSISTANCE WITH VOTING | 34 |
| ANNEX A: IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS | |
| ANNEX B: FORM OF PROXY | |
ii
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.