Shankar Hariharan 4
4 · Scienture Holdings, Inc. · Filed Mar 12, 2026
Research Summary
AI-generated summary of this filing
Scienture (SCNX) 10% Owner Shankar Hariharan Converts Preferred, Receives Awards
What Happened
- Shankar Hariharan, a reported 10% owner of Scienture Holdings, converted Series X non‑voting convertible preferred shares into common stock and received multiple restricted‑stock awards. On September 19, 2024 he converted a total of 2,273,296 preferred shares (two conversion entries of 1,916,816 and 356,480) into common stock on a 1:1 basis (per footnote F1). He also transferred 30,000 common shares on March 10, 2025 as consideration to a lender (per F2). Separately, Hariharan was granted a total of 1,550,000 restricted common shares across three awards: 750,000 (April 14, 2025), 300,000 (October 1, 2025), and 500,000 (February 20, 2026). All reported transactions show $0 per share (conversions/awards/no cash paid).
Key Details
- Transaction dates and types:
- 2024-09-19: Conversion of Series X Preferred into 2,273,296 common shares (two conversion entries); derivative‑disposal entries reflect the converted preferred (codes C; $0).
- 2025-03-10: 30,000-share disposition (code J) transferred to a designee of NVK Finance, LLC as lender consideration (per F2); reported at $0.
- 2025-04-14: Grant of 750,000 restricted shares (code A) at $0 (F3 vesting schedule).
- 2025-10-01: Grant of 300,000 restricted shares (code A) at $0 (F4 vesting schedule).
- 2026-02-20: Grant of 500,000 restricted shares (code A) at $0 (F5 issuance and vesting schedule).
- Totals: 2,273,296 common shares acquired via conversion; 30,000 shares disposed; 1,550,000 restricted shares granted.
- Vesting notes:
- 750,000 Restricted Shares vest in two equal annual installments beginning April 14, 2026 (F3).
- 300,000 Restricted Shares vest in two equal annual installments beginning October 1, 2026 (F4).
- 500,000 Restricted Shares are to be issued in three tranches (166,666 on Jun 1, 2026; 166,667 on Sep 1, 2026; 166,667 on Dec 1, 2026) and each tranche vests three years after issuance (F5).
- Shares owned after the transactions: not specified in the filing.
- Filing timeliness: This Form 4 was filed March 12, 2026 while it reports conversions from September 19, 2024 and later transactions—the filing appears late (transactionTimeliness = L). Late filings can delay public visibility into insider activity.
Context
- The September 2024 entries reflect conversion of preferred stock into common stock on a 1:1 basis (automatic conversion per F1), not a cash purchase or sale. The derivative "disposed" entries record the conversion of the preferred instrument.
- The 30,000‑share transfer to a lender was consideration for a lender consent (per F2), not necessarily a market sale for cash.
- The restricted‑share grants are compensation/bonus awards with multi-year vesting schedules; they are not open‑market purchases and do not reflect immediate cash investment by the insider.
- As a 10% owner, Hariharan is a large holder; these filings reflect ownership restructuring, transfers, and compensation awards rather than routine open‑market buys or sales.
Insider Transaction Report
Form 4
Shankar Hariharan
DirectorCo-CEO & Chairman10% Owner
Transactions
- Conversion
Common Stock, par value $0.00001
[F1]2024-09-19+1,916,816→ 1,998,679 total - Conversion
Common Stock, par value $0.00001
[F1]2024-09-19+356,480→ 371,704 total(indirect: By Spouse) - Other
Common Stock, par value $0.00001
[F2]2025-03-10−30,000→ 1,968,679 total - Award
Common Stock, par value $0.00001
[F3]2025-04-14+750,000→ 2,718,679 total - Award
Common Stock, par value $0.00001
[F4]2025-10-01+300,000→ 3,018,679 total - Award
Common Stock, par value $0.00001
[F5]2026-02-20+500,000→ 3,518,679 total - Conversion
Series X Non-Voting Convertible Preferred Stock
[F1]2024-09-19−1,916,816→ 0 total→ Common Stock, par value $0.00001 (1,916,816 underlying) - Conversion
Series X Non-Voting Convertible Preferred Stock
[F1]2024-09-19−356,480→ 0 total(indirect: By Spouse)→ Common Stock, par value $0.00001 (356,480 underlying)
Footnotes (5)
- [F1]These shares of the Series X Non-Voting Convertible Preferred Stock, par value $0.00001 per share (the "Series X Preferred Stock"), of Scienture Holdings, Inc. (the "Issuer"), formerly known as TRxADE HEALTH, INC., automatically converted on a one-for-one basis into shares of the Issuer's common stock, par value $0.00001 per share ("Common Stock"), on the twentieth calendar day following the Issuer's mailing of an information statement on Schedule 14C in connection with the closing of the Issuer's previously announced acquisition of Scienture, Inc. on July 25, 2024 pursuant to an Agreement and Plan of Merger. The Series X Preferred Stock had no expiration date.
- [F2]These shares of Common Stock were transferred by Dr. Shankar Hariharan to a designee of NVK Finance, LLC (the "Lender") as consideration for the Lender's consent to certain transactions contemplated by that certain First Amendment to Loan and Security Agreement, dated November 22, 2024, entered into by the Issuer, the Lender, Dr. Hariharan, and certain other parties thereto.
- [F3]These shares of restricted Common Stock ("Restricted Shares") vest in two equal annual installments beginning on April 14, 2026.
- [F4]These Restricted Shares vest in two equal annual installments beginning on October 1, 2026.
- [F5]On February 20, 2026, the Compensation Committee of the Issuer's Board of Directors approved the award of these Restricted Shares as a discretionary stock bonus for performance in 2025. The Restricted Shares will be issued in three tranches of 166,666 shares on June 1, 2026, 166,667 shares on September 1, 2026, and 166,667 shares on December 1, 2026. Each tranche of Restricted Shares will vest three years following its respective issuance date.
Signature
/s/ Kate L. Bechen, as attorney-in-fact for Shankar Hariharan|2026-03-12