Item 3.03 Material Modification to Rights of Security Holders.
As previously disclosed, on November 18, 2025, the stockholders of Scienture Holdings, Inc. (the “ Company ”) approved a proposal to grant the Company’s board of directors (the “ Board ”) the discretion to amend the Company’s Certificate of Incorporation to effect a reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.00001 per share, at a ratio 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 the Company’s stockholders.
On September 17, 2026, the Board unanimously approved a 1-for-25 reverse stock split of the Company’s issued and outstanding common stock (the “ Reverse Stock Split ”).
The Company filed a Certificate of Amendment to its Second Amended and Restated Certificate of Incorporation (the “ Amendment ”)
with the Secretary of State of the State of Delaware to effect the Reverse Stock Split as of 12:01 a.m. Eastern Time on October 5, 2026 (the “ Effective Date ”). The Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Reason for the Reverse Stock Split The Company effected the Reverse Stock Split to, among other things, regain compliance with The Nasdaq Stock Market LLC’s continued listing rules, which require that the minimum bid price of the Company’s common stock be at least $1.00 per share.
Effects of the Reverse Stock Split The Company’s common stock began trading on a split-adjusted basis at the opening of the market on the Effective Date. This means that, on the Effective Date, the total number of shares of common stock held by each stockholder of the Company was automatically converted into a number of shares of common stock equal to the number of issued and outstanding shares of common stock held by such stockholder immediately prior to the Reverse Stock Split, divided by 25. No fractional shares were issued in connection with the Reverse Stock Split.
Stockholders of record otherwise entitled to receive fractional shares as a result of the Reverse Stock Split will receive a cash payment in lieu of such fractional shares. Also on the Effective Date, all options, warrants, and other convertible securities of the Company outstanding immediately prior to the Reverse Stock Split were adjusted by dividing the number of shares of common stock into which the options, warrants, and other convertible securities are exercisable or convertible by 25, and multiplying the exercise or conversion price thereof by 25, all in accordance with the terms of the plans, agreements, or arrangements governing such options, warrants, and other convertible securities. Such proportional adjustments were also made to securities issued and issuable under any equity compensation plan.
The Reverse Stock Split affected all stockholders uniformly and each stockholder’s percentage ownership interest in the Company and proportional voting power remains virtually unchanged except for any immaterial changes and adjustments resulting from the treatment of fractional shares. The Reverse Stock Split did not alter the par value of the common stock or result in a change of the total number of authorized shares of common stock.
The trading symbol for the Company’s common stock is “SCNX” and the new CUSIP number for the common stock following the Reverse Stock Split is 8088X203.