Scienture Holdings Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
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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 | ||