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 31, 2025

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

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 15.~~01.~~03 ~~Entry~~Amendments ~~into~~to aArticles ~~Material~~of ~~Definitive~~Incorporation ~~Agreement~~or Bylaws; Change in Fiscal Year.

AsOn ~~previously~~October ~~disclosed~~1, 2025, the board of directors of Scienture Holdings, Inc. (the “Company”) ~~issued~~voted ~~10%~~to ~~original~~amend ~~issue~~Section 2.8 ~~discount~~the ~~secured~~Company’s ~~convertible debentures~~Amended and Restated Bylaws (the “~~Debentures~~Bylaws”) to ~~Arena~~change ~~Finance~~the ~~Markets,~~requirements LPfor ~~and~~quorum ~~Arena~~at a ~~Special~~meeting ~~Opportunities~~of ~~III~~the LPstockholders (of the ~~“Arena Investors”)~~Company onfrom ~~November~~a ~~25,~~majority ~~2024~~of voting stock to one-third of the voting stock (the “Amendment”).

OnPrior ~~October 3, 2025, the Company entered into a letter agreement (the “Agreement”) with the Arena Investors whereby the Company and the Arena Investors agreed~~ to ~~amend Section 4(b) of~~ the ~~Debentures. Specifically~~Amendment, ~~the~~Section ~~Company and the Arena Investors agreed to revise the conversion price of the Debentures to $~~2.~~4861~~8 ~~per share. In addition, each~~ of the ~~Arena~~Bylaws ~~Investors~~read ~~agreed to convert the remaining amounts owed by the Company under the Debentures into shares of the Company’s common stock, par value $0.00001 per share (the “Common Stock”)~~ in ~~accordance~~its ~~with the revised terms of the Debentures (the “Full Conversion”).~~entirety:

~~Pursuant~~“Unless tootherwise ~~the~~required ~~Agreement,~~by ~~upon the Full Conversion~~law, ~~automatically and without any further action on~~ the ~~part~~Certificate of ~~the~~Incorporation ~~Company~~ or ~~the~~these ~~Arena~~Bylaws, ~~Investors: (i)~~the ~~all~~holders ~~Obligations~~of ~~(as~~a ~~defined~~majority in ~~the~~voting ~~Security~~power ~~Agreement~~of ~~dated~~the ~~November~~capital stock ~~25,~~issued ~~2024, by~~ and ~~among~~outstanding ~~the Company~~ and ~~the~~entitled ~~Arena~~to ~~Investors) under~~vote, ~~the~~present ~~Transaction Documents (as defined~~ in ~~the~~person, ~~Securities~~or ~~Purchase~~by ~~Agreement~~remote ~~dated~~communication, ~~November~~if 22applicable, ~~2024,~~or represented by ~~and~~proxy, shall ~~among~~constitute ~~the~~a ~~Company~~quorum ~~and the~~for ~~Arena Investors (~~the ~~“Purchase~~transaction ~~Agreement”))~~of ~~will~~business beat ~~deemed~~all ~~paid~~meetings ~~and~~of ~~will~~the bestockholders. ~~automatically~~If, ~~and irrevocably released~~however, ~~satisfied~~a ~~and~~quorum ~~discharged~~is innot ~~full~~present ~~(except~~or represented ~~those~~at ~~obligations~~any meeting of the ~~Company~~stockholders, ~~under~~then ~~Section~~either ~~5.10~~(a) of the ~~Purchase~~chairperson ~~Agreement and Section 7~~ of the ~~Registration~~meeting ~~Rights~~or ~~Agreement~~(b) ~~dated~~a ~~November~~majority ~~25,~~in ~~2024,~~voting bypower ~~and~~of ~~among~~ the stockholders ~~Company~~entitled ~~and~~to ~~the~~vote ~~Arena~~thereon, ~~Investors);~~present ~~(ii)~~in ~~the~~person, ~~Debentures and~~or ~~all~~by ~~other~~remote ~~Transaction~~communication, ~~Documents~~if ~~will~~applicable, beor ~~terminated;~~represented ~~(iii)~~by ~~all security interests~~proxy, ~~pledges~~shall ~~and~~have power ~~other~~to ~~liens~~adjourn ofthe ~~every~~meeting ~~type~~from ~~at any~~ time ~~granted~~ to ortime ~~held~~in by the ~~Arena~~manner ~~Investors~~provided asin ~~security~~Section ~~for~~2.9 ~~the~~of ~~Obligations~~these orBylaws ~~under~~until ~~any~~a ~~Transaction~~quorum ~~Document~~is ~~will~~present beor ~~terminated and automatically~~represented. ~~and~~At ~~irrevocably~~such ~~released~~adjourned ~~without~~meeting ~~further~~at ~~action~~which bya ~~the~~quorum ~~Arena~~in ~~Investors;~~present ~~and~~or ~~(iv)~~represented, ~~neither~~any ofbusiness ~~the~~may ~~Arena~~be ~~Investors~~transacted ~~will~~that might have ~~any~~been ~~obligation~~transacted toat ~~make any credit extensions or financial accommodations to~~ the ~~Company~~meeting oras ~~any~~originally ~~other obligations, duties, or responsibilities in connection therewith~~noticed.”

~~The~~Following ~~foregoing description of~~ the ~~Agreement~~Amendment, isSection ~~qualified~~2.8 ~~in its entirety by reference to the full text~~ of the ~~Agreement,~~Bylaws anow ~~copy~~reads ~~of which is attached hereto as Exhibit 10.1, and which is incorporated herein~~ in its entirety ~~by reference.~~

“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
10.1		Letter Agreement dated October 2, 2025, by and among the Company, Arena Finance Markets, LP, and Arena Special Opportunities III LP
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 3, 2025
Date: October 6, 2025

Filing Compare · Scienture Holdings, Inc.