OSRH 10-K & 10-Q changes, risk factors and insider trading
OSR Health, Inc. (also OSRHW) · OTC · Surgical & Medical Instruments & Apparatus · CIK 1840425 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Conflicts of interest arising from related-party relationships could adversely affect the terms and economic outcomes of our licensing arrangements.”
New heading “Ability of the Company’s Management Team to Execute Its Business Strategy”
New heading “We are no longer a “controlled company” under Nasdaq rules and we cannot rely on certain Nasdaq corporate governance requirement exemptions”
New heading “The Company has previously identified material weaknesses in its internal control over financial reporting, which could adversely affect its ability to report its financial condition and results of operations accurately and on a timely basis.”
Removed heading “Risks Related to the Business Combination and Business Combination Agreement”
Removed heading “The Company’s Chief Executive Officer and one of our directors was previously the Chief Executive Officer and is currently the Chairman of the Board of OSR. These dual positions (i) create conflicts of interest in the performance of his duties; and (ii) may provide for him to receive compensation following the Business Combination that amplified his conflicts of interest in determining whether the transaction was the most advantageous.”
Removed heading “The PIPE Investment did not close at the closing of the Business Combination and is not expected to be consummated with the original PIPE investor.”
Removed heading “The Sponsor and the Company’s directors and officers have interests that are different from or that conflict with the interests of the Company’s stockholders and that may have influenced their analysis of whether the Business Combination with the Company is appropriate as BLAC’s initial business combination. Such interests include that the Sponsor will lose its entire investment in BLAC if the Business Combination is not completed.”
Removed heading “Limited Ability to Evaluate OSR’s Management Team”
Removed heading “Following the Business Combination, the Company is a controlled company within the meaning of the Nasdaq Listing Rules and, as a result, will qualify for, and may rely on, exemptions from certain corporate governance requirements. Stockholders of the Company may not have the same protection afforded to stockholders of companies that are subject to such governance requirements.”
Largest changes
“The Company has previously identified material weaknesses in its internal control over financial reporting, which could adversely affect its ability to report its financial condition and results of operations accurately and on a timely basis.”see in full comparison
“These market and industry factors may materially reduce the market price of the Company’s Common Stock, regardless of its operating performance. The market price of the Company’s Common Stock has declined significantly in recent months, making the financing of continuing business operations more difficult and dilutive and increasing the risk of the Common Stock being delisted. These and other factors, including a potential loss of liquidity in the market for the Common Stock may limit the ability to sell the Company Common Stock.”see in full comparison
“On September 5, 2025, the Company received a written notice from the Nasdaq Listing Qualifications Department indicating that the Company was not in compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) because the closing bid price of the Company’s common stock had been below $1.00 per share for 30 consecutive business days. The notice had no immediate effect on the listing or trading of the Company’s securities on the Nasdaq Capital Market. …”see in full comparison
“The Company’s Chief Executive Officer and one of our directors was previously the Chief Executive Officer and is currently the Chairman of the Board of OSR. These dual positions (i) create conflicts of interest in the performance of his duties; and (ii) may provide for him to receive compensation following the Business Combination that amplified his conflicts of interest in determining whether the transaction was the most advantageous.”see in full comparison
“The Sponsor and the Company’s directors and officers have interests that are different from or that conflict with the interests of the Company’s stockholders and that may have influenced their analysis of whether the Business Combination with the Company is appropriate as BLAC’s initial business combination. Such interests include that the Sponsor will lose its entire investment in BLAC if the Business Combination is not completed.”see in full comparison
“Following the Business Combination, the Company is a controlled company within the meaning of the Nasdaq Listing Rules and, as a result, will qualify for, and may rely on, exemptions from certain corporate governance requirements. Stockholders of the Company may not have the same protection afforded to stockholders of companies that are subject to such governance requirements.”see in full comparison
Full comparison: every changed paragraph (98)
In addition to the other information contained in (or incorporated
by reference into) this proxyForm statement/prospectus,10-K Report including the matters addressed under the heading “Cautionary Note Regarding Forward-Looking Statements,”
you should carefully consider the following risk factorsfactors. in deciding how to vote on the proposals presented in this proxy statement/prospectus.
Following the Business Combination theThe Company will operateoperates in a market environment that is difficult to predict and
that involves significant
risks, many of which will be beyond its control. You should carefully consider the risks described below. The occurrence
of one or more
of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances,
may have a
material adverse effect on the Company’Company’s business, reputation, revenue, financial condition, results of operations and
future prospects,
in which event the market price of the Company securities could decline, and you could lose part or all of your investment.
Unless otherwise
indicated, referencereferences in this section and elsewhere in this Form 10-K Report to the Company’s and/or OSR’s business being adversely
affected, negatively impacted or harmed will include an adverse effect on, or a negative impact or harm to, the business, reputation,
financial condition, results of operations, revenue and future prospects of the Company.
Conflicts of interest arising from related-party relationships could adversely affect the terms and economic outcomes of our licensing arrangements.
The Chief Executive Officer of OSR Holdings, Inc. (“OSRH” or the “Company”) serves in senior leadership roles across affiliated entities, including as Chief Executive Officer of BCM Europe AG (“BCME”) and as a board member of Vaximm AG, creating overlapping fiduciary obligations and potential conflicts of interest. In addition, Vaximm AG, our wholly owned subsidiary, has entered into a binding term sheet with BCME, our largest shareholder, for a proposed exclusive global license of the VXM01 oral cancer immunotherapy platform. Because Vaximm AG and BCM Europe AG are affiliated through common ownership and management, the negotiation and approval of this arrangement constitute a related-party transaction.
The structure of the transaction includes non-standard economic features, including a royalty pass-through mechanism under which BCME, acting as a financial intermediary, is entitled to use 100% of downstream royalty payments from any ultimate commercial partner to recover milestone payments made to Vaximm AG and a preferred return to its investment fund investors before any royalties are distributed to Vaximm AG. This recovery mechanism could significantly delay or reduce the timing of royalty revenues ultimately received by Vaximm AG and, indirectly, the Company.
Although the transaction is subject to an independent third-party fairness opinion, such safeguards may not eliminate all potential conflicts of interest. These relationships and structural features could influence the negotiation, approval, and ongoing operation of the arrangement in a manner that is not as favorable to the Company or its stockholders as terms that might have been obtained in an arm’s-length transaction with an unaffiliated third party.
Risks Related to the Business Combination and Business Combination
Agreement
The Company’s Chief Executive Officer and one of our directors
was previously the Chief Executive Officer and is currently the Chairman of the Board of OSR. These dual positions (i) create conflicts
of interest in the performance of his duties; and (ii) may provide for him to receive compensation following the Business Combination
that amplified his conflicts of interest in determining whether the transaction was the most advantageous.
The Company’s Chief Executive Officer and one of its directors,
Kuk Hyoun Hwang, was previously the Chief Executive Officer and is currently the Chairman of the Board of OSR. Such dual positions may
cause him to have conflicts of interest in performing his duties to both companies. Mr. Hwang is expected to remain with the Company
following the completion of the Business Combination and receive future compensation in the form of cash payments and/or the Company securities
for services he would render to the Company going forward. The personal and financial interests of Mr. Hwang may have influenced
his motivation in negotiating the Business Combination and in managing the combined Company going forward. Despite the approval of the
terms of the Business Combination Agreement by a majority of our independent directors (i.e., the Company M&A Committee), potential
conflicts of interest still may exist and, as a result, the terms of the Business Combination may not be as advantageous to our public
stockholders as they would have been absent any conflicts of interest. Mr. Hwang beneficially owns 13,069,104 shares of the
post-combination company and controls 67.8%
The PIPE Investment did not close at the closing of the Business
Combination and is not expected to be consummated with the original PIPE investor.
As a result of the PIPE Investment not closing, BLAC did not receive
$20 million in cash at the closing of the Business Combination. The Company was insolvent at the closing of the Business Combination and
will not have enough cash to fund its operations or pay its outstanding expenses and debts. Toonon, PIPE Investor, exercised its right
to cancel the PIPE investment based upon its assessment of macroeconomic factors specific to Korean markets. If the Company fails to secure
other funding in the next few months, the Company could enter bankruptcy proceedings and the value of the stock and warrants of the Company
would likely become worthless.
The Sponsor and the Company’s directors and officers have
interests that are different from or that conflict with the interests of the Company’s stockholders and that may
have influenced their analysis of whether the Business Combination with the Company is appropriate as BLAC’s initial business
combination. Such interests include that the Sponsor will lose its entire investment in BLAC if the Business Combination is not completed.
The personal and financial interests of the Sponsor as well as the
Company’s directors and officers may have influenced their motivation in identifying and selecting OSR as an initial business combination
target, completing an initial business combination with OSR and may influence the operation of the business following consummation of
the initial business combination.
Following the consummation of the Business Combination, theThe Company’s
only significant asset will beis its ownership
of OSR and such ownership may not be sufficient to pay its expenses or satisfy other financial
obligations.
Following the consummation of the Business Combination, theThe Company
will beis a holding company and will not directly own any operating
assets other than its ownership of interests in OSR. The Company
will dependdepends on OSR for distributions, loans and other payments to generate
the funds necessary to meet its financial obligations, including
its expenses as a publicly traded company. The earnings from, or other
available assets of, the Company may not be sufficient to pay expenses
or satisfy the Company’s other financial obligations.
Our executive officers, directors and their affiliates and our principal
stockholders beneficially hold,held, in the aggregate, approximately 92.9%48.5% of the outstanding shares of Company Common Stock.Stock Theseas stockholders,of December
acting31, together,2025. wouldAs bea result, these stockholders are able to significantlyexert significant influence allover matters requiring stockholder approval, including
the proposals presented
at the Company Stockholders’ Meeting. For example, these stockholders would be able to significantly influence electionselection of directors,
amendments ofto our organizational documents,documents orand approval of any merger, sale of assets,mergers or other major corporate transaction.transactions. This
concentration of ownership may
prevent discourage or discouragedelay unsoliciteda acquisitionchange proposalsin or offers for our common stockcontrol that other stockholders may feelconsider are in their best interests.favorable.
For an indefinite period of time after the completion of our initial
business combination, theOur prospects for our success may depend entirelylargely on the future performance
of a single business and a single industry—the
health care sector. Unlike other entities that have the resources to complete business combinations withoperate multiple
businesses entities in one oracross several
industries, it is probable that we willmay not have thesufficient resources to significantly diversify our operations and mitigate the
risks ofassociated beingwith operating in a single
line of business. By completing our initial business combination with onlyAs a single entity,result, our lack of diversification may:
Ability of the Company’s Management Team to Execute Its Business Strategy
The Company’s future performance depends on the continued services and effectiveness of its management team. If members of management are unable to successfully execute the Company’s business strategy, including advancing its clinical development programs and managing its operations as a public company, the Company’s business, financial condition, and results of operations could be adversely affected.
In addition, the Company may need to recruit and retain additional qualified personnel to support its growth and operations. Competition for experienced executives, scientific personnel, and other key employees in the biotechnology industry is intense, and the Company may not be successful in attracting or retaining such individuals on acceptable terms, or at all. Any failure to build and maintain an effective management team could adversely affect the Company’s ability to execute its strategic objectives.
Limited Ability to Evaluate OSR’s Management Team
Although we attempted to closely scrutinize the management of OSR as
a target business when evaluating the desirability of effecting our initial business combination with OSR, our assessment of OSR’s
business’ management may not prove to be correct. In addition, the future management may not have the necessary skills, qualifications
or abilities to manage a public company. Furthermore, the future role of members of our management team, if any, in the target business
cannot presently be stated with any certainty. The determination as to whether any of the members of our management team will remain with
the combined company will be made at the time of our initial business combination. While it is possible that one or more of our directors
will remain associated in some capacity with us following our initial business combination, it is unlikely that any of them will devote
their full efforts to our affairs or that our future management team will have significant experience or knowledge relating to the operations
of the particular target business. We cannot assure you that any of our key personnel will remain in senior management or advisory positions
going forward. Having completed our initial business combination, we will seek to recruit additional managers to supplement the incumbent
management of OSR. We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will
have the requisite skills, knowledge or experience necessary to enhance the incumbent management.
Risks Related to theOur Securities and Being a Public Company Securities
The price of the Company’Company’s Common Stock and warrants may
be volatile.
The price of the Company’Company’s Common Stock and warrants may fluctuate
due to a variety of factors, including:
These market and industry factors may materially reduce the market price of the Company’s Common Stock, regardless of its operating performance. The market price of the Company’s Common Stock has declined significantly in recent months, making the financing of continuing business operations more difficult and dilutive and increasing the risk of the Common Stock being delisted. These and other factors, including a potential loss of liquidity in the market for the Common Stock may limit the ability to sell the Company Common Stock.
We are no longer a “controlled company” under Nasdaq rules and we cannot rely on certain Nasdaq corporate governance requirement exemptions
The “controlled company” exception to the Nasdaq rules provides that a company of which more than 50% of the voting power for the election of directors is held by an individual, a group or another company, a “controlled company,” need not comply with certain requirements of the Nasdaq corporate governance rules. Until December 31, 2025, Kuk Hyoun Hwang, directly and indirectly, owned a majority of the voting power of our outstanding common stock and was able to determine all matters requiring approval by our stockholders. As a “controlled company” within the meaning of the corporate governance rules of Nasdaq, during 2025, we were exempt from the Nasdaq’s corporate governance rules requiring that listed companies have (i) a majority of the Board consist of “independent” directors under the listing standards of the Nasdaq rules, (ii) selection or recommendation for the Board’s selection of director nominees made by (a) independent directors constituting a majority of the Board’s independent directors in a vote in which only the independent directors participate or (b) a nominating and corporate governance committee composed entirely of independent directors (subject to exceptions under limited and exceptional circumstances) and a written nominating and corporate governance committee charter meeting the requirements of the Nasdaq rules and (iii) a compensation committee composed entirely of independent directors (subject to exceptions under limited and exceptional circumstances) and a written compensation committee charter meeting the requirements of the Nasdaq rules. As of the date of this Annual Report, Kuk Hyoun Hwang no longer owns a majority of the voting power of our outstanding common stock. As a result, we no longer qualify as a “controlled company” and have entered the applicable phase-in period for compliance with corporate governance requirements. We have also ceased relying on the exemption available to newly public companies regarding a majority independent board.
These market and industry factors may materially reduce the market
price of the Company’ Common Stock and warrants, regardless of its operating performance.
Following the Business Combination, the Company is a controlled
company within the meaning of the Nasdaq Listing Rules and, as a result, will qualify for, and may rely on, exemptions
from certain corporate governance requirements. Stockholders of the Company may not have the same protection afforded to stockholders
of companies that are subject to such governance requirements.
After the Business Combination, Kuk Hyoun Hwang, the Company’s
Chief Executive Officer will control a majority of the voting power of the outstanding shares of the Company Common Stock. As a result,
the Company will be a “controlled company” within the meaning of the corporate governance standards of Nasdaq. Under
these corporate governance standards, a company of which more than 50% of the voting power for the election of directors is held by an
individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance
requirements. For example, controlled companies:
While the Company does not initially intend to rely on these exemptions,
the Company may opt to utilize these exemptions in the future as long as it remains a controlled company. Accordingly, the Company
stockholders may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance
requirements of Nasdaq.
If the Company ceases to be a “controlled company” in the
future, it will be required to fully comply with the Nasdaq Listing Rules, which may require replacing a number of its directors and may
require development of certain other governance-related policies and practices. These and any other actions necessary to achieve
compliance with such rules may increase the Company’ legal and administrative costs, will make some activities more difficult, time-consuming,
and costly and may also place additional strain on the Company’ personnel, systems and resources.
AlthoughThe CompanyCompany’s common stock and warrants wereare listed on the Nasdaq
Stock Market under the
ticker symbols “OSRH” and “OSRHW,” respectively,respectively. upon Closing of the Business Combination,However, a sufficiently liquid
or active
trading market for the Company Common Stock and warrants may nevernot develop or may not be sustained going forward.sustained. A public trading market
having the desirable
characteristics of depth, liquidity and orderliness depends upon the existence of willing buyers and sellers at any
given time, such existence
being dependent upon the individual decisions of buyers and sellers over which neither we nor any market maker
has control. The failure
of an active and liquid trading market to develop and continue would likely have a material adverse effect on
the value of the Company
Common Stock and warrants. An inactive market may also impair our ability to raise capital to continue to fund
operations by issuing the Company
Company’s Common Stock and warrants.
The Company currently anticipates that it will retain future earnings
for the development, operation and expansion of the Company’Company’s business and does not anticipate declaring or paying any cash dividends
for the foreseeable future. Furthermore, future debt or other financing arrangements may contain terms prohibiting or limiting the amount
of dividends that may be declared or paid on the Company’Company’s Common Stock. Any return to stockholders will therefore be limited to
the appreciation of their stock.
The sale of shares of the Company Common Stock in the public market,
or the perception that such sales could occur, by the Company or its stockholders or warrant holdersholders, could harm the prevailing market
price of shares of NewOSR Holdings Common Stock. These sales, or the possibility that these sales may occur, also might make it more difficult
for the Company to sell equity securities in the future at a time and at a price that it deems appropriate.
In the future, the Company is likely tomay issue additional shares of
common stock
or issue preferred stock or incur debt. Debt and preferred stock will generally have priority upon liquidation. Such securities
also may
be governed by an indenture or other instrument containing covenants restricting our operating flexibility. Additionally, any convertible
convertible or exchangeable securities that the Company issues in the future may have rights, preferences and privileges more favorable
than those
of the Company Common Stock. Because the decision to issue debt or equity in the future will depend on market conditions and
other factors
beyond the Company’Company’s control, we cannot predict or estimate the amount, timing, nature or success of our future capital raising
raising efforts. As a result, future capital raising efforts may reduce the market price of the Company Common Stock and warrants to purchase
the Company Common Stock and be dilutive to existing stockholders.
The Company granted registration rights to certain stockholders
and othersothers, and the future exercise of such rights may adversely affect the market price of our common stock.
Pursuant to an agreement entered into in connection with the issuance
and sale of the securities in the Company IPO, certain of the Company’s stockholders and their permitted transferees can demand
that the Company register the placement warrants, the placement rights, the shares of common stock issuable upon exercise of the placement
warrants, the shares of common stock included in the placement units, and the shares of common stock underlying the placement rights.
Additionally, holders of units that may be issued upon conversion of working capital loans can demand that the Company register the warrants
and rights included in such units, the shares of common stock issuable upon exercise of such warrants, the shares of common stock included
in such units, and the shares of common stock underlying such rights. The Company will bear the cost of registering these securities.
The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect
on the market price of the CompanyCompany’s Common Stock.
The abovementioned risks are specifically relevant to the Company’s
recent Equity Line of Credit (“ELOC”) Agreement
In onOn February 25, 2025 we entered into an equity purchase agreement and
and registration rights agreement (taken together, the “ELOC Agreement”) with White Lion GBM Innovation Fund, providing
that the Company has the right, but not the obligation, to require White Lion to purchase, from time to time, up to the lesser of (i)
$80,000,000 in aggregate gross purchase price of newly issued shares of the Company’s common stock, par value $0.0001 per share,
and (ii) the Exchange Cap, in each case, subject to certain limitations and conditions set forth in the Common Stock Purchase Agreement.
A more detailed discussion of this agreement is included in Part II, Item 7, “Management’s Discussion and Analysis of Financial
Condition and Results of Operations – Liquidity and Capital Resources.”
These anti-takeover provisions and other provisions in the Company
Charter and the Company Bylaws could make it more difficult for stockholders or potential acquirers to obtain control of our board of
directors or delay or impede a merger, tender offer or proxy contest involving the Company. These provisions could also discourage proxy
contests and make it more difficult for you and other stockholders to elect directors of your choosing or cause the Company to take other
corporate actions you desire. Any delay or prevention of a change of control transaction or changes in the Company’Company’s board of directors
could cause the market price of our common stock to decline.
Under certain circumstances, Section 203 of the DGCL will make
it more difficult for a person who would be an “interested stockholder” to effect various business combinations with the corporation
for a three-year period. This provision may encourage persons interested in acquiring the Company to negotiate in advance with the
board of directors of the Company. Section 203 of the DGCL also may have the effect of preventing changes in the CompanyCompany’s board
of of
directors and may make it more difficult to accomplish transactions which stockholders may otherwise deem to be in their best interests.
If, following the Business Combination,If securities or industry
analysts do not publish or cease publishing
research or reports about the Company, its business, or its market, or if they change their
recommendations regarding the Company securities
adversely, then the price and trading volume of the Company securities could decline.
The trading market for the Company securities will be influenced by
the research and reports that industry or securities analysts may publish about the Company, its business, its market, or its competitors.
Securities and industry analysts may never publish research on the Company. If no securities or industry analysts commence coverage of
the Company, the securities price and trading volume would likely be negatively impacted. If any of the analysts who may cover the Company
change their recommendation regarding the CompanyCompany’s securities adversely, or provide more favorable relative recommendations about
the Company’
Company’s competitors, the price of the Company’Company’s securities would likely decline. If any analyst who may cover the Company
were to cease coverage
of the Company or fail to regularly publish reports on it, the Company could lose visibility in the financial markets,
which could cause
the Company’Company’s securities price or trading volume to decline.
There can be no assurance that the Company will be able to comply
with the continued listing standards of Nasdaq. The CompanyCompany’s failure to meet the continued listing requirements of Nasdaq could result
in a delisting of the CompanyCompany’s Common Stock and warrants.
Effective at the time of the Business Combination theThe Company Common
Stock and warrants were listed on Nasdaq under the
symbols “OSRH” and “OSRHW,” respectively. The Company’
Company’s eligibility for listing on Nasdaq depends on its
ability to comply with Nasdaq’s continued listing standards, including requirements
relating to the trading price and trading volume
of its securities, and other corporate governance requirements. If the Company is not
able to comply with the continued listing standards
of Nasdaq, the Company and its stockholders could face significant material adverse
consequences including, but not limited to:
The National Securities Markets Improvement Act of 1996,
which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered
securities.” As long as the Company’s Common Stock and warrants are listed on Nasdaq, they will be considered covered securities.
If the Company’Company’s securities were no longer listed on Nasdaq, the securities would not be covered securities and would therefore
be be
subject to regulation in each state in which the Company offers its securities.
If, after listing,If the Company fails to satisfy the continued listing requirements
requirements of Nasdaq such as the corporate governance requirements or the minimum closing bid price requirement, Nasdaq may take steps
to delist
the Company’Company’s securities. Such a delisting would likely have a negative effect on the price of the securities and would
impair your
ability to sell or purchase the securities when you wish to do so. In the event of a delisting, and no assurance can be provided that
that any action taken to restore compliance with listing requirements would allow the securities to become listed again, stabilize the market
market price or improve the liquidity of its securities, prevent its securities from dropping below the Nasdaq minimum bid price requirement
or prevent future non-compliance with Nasdaq’s listing requirements. Additionally, if the Company’Company’s securities are not
listed on, or become delisted from, Nasdaq for any reason, and are quoted on any of the markets offered by OTC Markets Group Inc., the
liquidity and price of these securities may be more limited than if they were quoted or listed on Nasdaq or another national securities
exchange. theIn such circumstances, Company securityholders may be unable to sell their securities unless a market can be established or
sustained.
On February 15, 2024, the Company received a written notice (the
“Notice”) from the Nasdaq Listing Qualifications Department indicating that the Company was not in compliance with
Nasdaq Listing Rule 5550(a)(3), which requires the Company to have at least 300 public holders for continued listing on the Nasdaq
Capital Market (the “Minimum Public Holders Rule”). The Notice is only a notification of deficiency, not of imminent delisting,
and has no current effect on the listing or trading of the Company’s securities on the Nasdaq Capital Market. The Company submitted
a plan to regain compliance with the Minimum Public Holders Rule to Nasdaq on April 1, 2024. On April 17, 2024, the Company
received written notice from Nasdaq granting an extension to August 13, 20242024, to regain compliance with the Minimum Public Holders
Rule (the “Compliance Period”). On August 20, 2024, the Company received written notice (the “Second Notice”)
from Nasdaq stating that the Company had not regained compliance with the Minimum Public Holders Rule within the Compliance Period. In
accordance with the Second Notice, BLAC timely requested a hearing before the Hearings Panel (the “Panel”), which automatically
stayed any suspension or delisting action of the Company’s securities and was held on October 1, 2024. On October 4, 2024,
the Panel granted the Company’s request for continued listing on the Nasdaq, subject to the requirement that on or before February 17,
2025, the Company shall demonstrate compliance with Listing Rule 5505, and that during the exception period, the Company shall provide
prompt notification of any significant events that occur during this time that may affect the Company’s compliance with Nasdaq requirements.
On March 7, 2025, the Hearings Advisor from the Nasdaq Office of General Counsel sent a letter noting that on February 13, 2025, the Company
had completed its Business Combination and finding that “[t]he post transaction entity demonstrated compliance with the requirements
for initial listing under Listing Rule 5505 and the securities of OSRH began trading on the Nasdaq Capital Market February 18, 2025. ...
[a]ccordingly, the Panel has determined to continue the listing of the Company’s securities on The Nasdaq Stock Market LLC and is
closing closing
this matter.” However, this is no guaranty that the Company will be able to maintain compliance with Nasdaq continued listing
standards standards
going forward.
On September 5, 2025, the Company received a written notice from the Nasdaq Listing Qualifications Department indicating that the Company was not in compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) because the closing bid price of the Company’s common stock had been below $1.00 per share for 30 consecutive business days. The notice had no immediate effect on the listing or trading of the Company’s securities on the Nasdaq Capital Market. Nasdaq provided the Company with an initial compliance period of 180 calendar days, or until March 4, 2026, to regain compliance with the minimum bid price requirement. The Company did not regain compliance within that period and Nasdaq subsequently granted the Company an additional 180-day compliance period, extending the deadline to August 31, 2026, to regain compliance. If the Company does not regain compliance by that date, the Company’s securities may become subject to delisting from Nasdaq. The Company intends to monitor the closing bid price of its common stock and may pursue available options to regain compliance, including a reverse stock split, although there can be no assurance that such actions would be successful or that the Company will be able to maintain compliance with Nasdaq’s continued listing standards in the future.
We anticipate the Company will qualify as an “emerging growth
company” within the meaning of Section 2(a)(19) of the Securities Act, as modified by the JOBS Act. As such, the Company
may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not
emerging growth companies for as long as it continues to be an emerging growth company, including, but not limited to, (i) not being
required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, (ii) reduced disclosure
obligations regarding executive compensation in our periodic reports and proxy statements and (iii) exemptions from the requirements
of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously
approved. As a result, the Company stockholders may not have access to certain information they may deem important. the Company would
remain an emerging growth company until the earliest of (i) the last day of the fiscal year in which the market value of the
Company Common Stock that is held by non-affiliates exceeds $700,000,000 as of the end of that year’s second fiscal quarter,
(ii) the last day of the fiscal year in which the Company has total annual gross revenue of $1,235,000,000 or more during such
fiscal year (as indexed for inflation), (iii) the date on which the Company has issued more than $1,000,000,000 in non-convertible debt
in the prior three-year period or (iv) the last day of the fiscal year following the fifth anniversary of the date of the
first sale of the Company Common Stock, as defined by the JOBS Act. Investors may find the Company’Company’s securities less attractive
because because
it may rely on these exemptions. If some investors find the Company’Company’s securities less attractive as a result of its reliance
on these
exemptions, the trading prices of its securities may be lower than they otherwise would be, there may be a less active trading
market market
for its securities and the trading prices of its securities may be more volatile.
The Company has the ability to redeem outstanding public warrants at
any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported
sales price of the Company Common Stock equals or exceeds $16.50 per share for any 20 trading days within a 30-trading day period
ending on the third trading day prior to the date the Company give notice of redemption. The Company will not redeem the warrants
as described above unless a registration statement under the Securities Act covering the shares of the common stock issuable upon exercise
of such warrants is effective and a current prospectus relating to shares of the common stock is available throughout the 30-day redemption
period. If and when the public warrants become redeemable by the Company, it may exercise its redemption right even if it is unable to
register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding public
warrants could force the holders (i) to exercise their public warrants and pay the exercise price therefor at a time when it may
be disadvantageous for them to do so, (ii) to sell their public warrants at then-current market price when you might otherwise
wish to hold your public warrants or (iii) to accept the nominal redemption price which, at the time the outstanding public warrants
are called for redemption, is likely to be substantially less than the market value of their public warrants. The value received upon
exercise of the public warrants (1) may be less than the value the holders would have received if they had exercised their public
warrants at a later timetime, where the underlying share price is higher and (2) may not compensate the holders for the value of the public
warrants. The fair value of 6,900,000 public warrants as of April 11, 2025 is $243,922.warrants.
The private placement warrants are identical to the public warrants,
except that the private placement warrants and the shares of common stock issuable upon the exercise of the private placement warrants
arewere not transferable, assignable or salable untilprior afterto the completion of a Business Combination, subject to certain limited exceptions,
and none of the private placement warrants will beare redeemable by the Company so long as they are held by their initial purchasers or their
permitted transferees.
The closing price of the Company’s common stock has not exceeded
$16.50 per share for any of the 30 trading days prior to the date of this proxyAnnual statement/prospectus.Report on Form 10-K.
The following risk factors reference the risks and uncertainties
relating to the business and operations of OSR, which, following the closing of the Business Combination, are the business and operations
of the Company. References in this section to “we,” “us,” and “our”
refer to OSR priorHoldings, to the closing
of the Business Combination and to the Company after closing.Inc.
We have never generated any operating profits and incurred operating
losses of KRWUSD 784.711.7 million and KRWUSD 14.818.3 billionmillion for years ending 20222024 and 2023,2025, respectively, and operating
loss of KRW 15.9 billion for the year ending December 31, 2024.respectively. We have an accumulated deficit
of KRWUSD 28.1837.17 billionmillion as
of December 31, 2024.2025. We are likely to continue to incur operating losses in the future. While our RMC subsidiary
generated revenues of
KRW 4.38USD billion2.9 andmillion KRW 4.81 billion infor the yearsyear endingended December 31, 2023 and 2024, respectively,2025, none of our other subsidiaries
have generated any revenues
from product sales because none of their current product candidates have received marketing or other required
regulatory approvals anywhere
in the world. We may never generate product revenue from the commercial sales of our pharmaceutical product
candidates or achieve profitability.
On July 24, 2025, the Company, together with OSR Holdings Co., Ltd., entered into a non-binding term sheet with Woori IO Co., Ltd. (“WORIO”), outlining the principal terms of a proposed share exchange transaction pursuant to which WORIO would become a wholly owned subsidiary of OSRK.
Pursuant to the term sheet, WORIO shareholders would receive newly issued shares of OSRK, which may be convertible into Company common stock within three years, subject to certain conditions. The parties also agreed to a six-month exclusivity period and to conduct mutual due diligence. The transaction is subject to the negotiation and execution of definitive agreements.
On January 26, 2026, the Company completed the acquisition of WORIO pursuant to definitive agreements entered into by the parties, and WORIO became a wholly owned subsidiary of OSRK.
A copy of the term sheet is filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 16, 2025.
Management's Discussion & Analysis (MD&A)
New heading “Special Meeting of Stockholders”
New heading “Joinder Agreement for Share Exchange with Non-Participating Shareholders”
New heading “Global License Agreement for VXM01”
New heading “Acquisition of Woori IO Co., Ltd.”
New heading “Status of ELOC Agreement”
New heading “Comparison of the Year Ended December 31, 2024 and 2025”
New heading “Net Sales, Cost of Sales, Gross Profit”
New heading “Selling, General and Administrative Expenses”
New heading “Research and Development (R&D) Expenses”
New heading “Other Income (Expense)”
New heading “Loss Before Income Taxes”
New heading “Duksung Promissory Note”
New heading “Accounting Pronouncements Adopted”
New heading “Accounting Pronouncements Issued but Not Yet Adopted”
Removed heading “Proposal 1 - Extension Amendment Proposal”
Removed heading “Proposal 2 - Adjournment Proposal”
Removed heading “Proposal No. 1 – The Business Combination Proposal”
Removed heading “Proposal No. 2 – The Charter Proposal”
Removed heading “Proposals No. 3A-3F – The Advisory Governance Proposals”
Removed heading “Proposal No. 4 – The Incentive Plan Proposal”
Removed heading “Proposal No. 5 – The Director Election Proposal”
Removed heading “Proposal No. 6 – The Nasdaq Proposal”
Removed heading “PIPE Investment”
Largest changes
“As previously reported by the Company on Form 8-K dated October 25, 2024, on that date the Company advanced a loan to OSR in the amount of $300,000 evidenced by a promissory note (the “the Company Promissory Note”) that bears interest at a rate of 3.96% per annum, compound semi-annually, and is due on October 25, 2025. Interest is payable only on maturity. …”see in full comparison
“Based on the foregoing and the limited amount of working capital that the Company received into the operating account from the private placement, management believes its existing cash and cash equivalents will be sufficient to fund its operating expenses and capital expenditure requirements, although its estimate is based on plans and assumptions that may prove to be wrong, and the Company could use its available capital resources sooner that it correctly expects. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. …”see in full comparison
“The Company did not regain compliance within that period and Nasdaq subsequently granted the Company an additional 180-day compliance period, extending the deadline to August 31, 2026, to regain compliance. If the Company does not regain compliance by that date, the Company’s securities may become subject to delisting from Nasdaq. …”see in full comparison
“Concurrently with the Common Stock Purchase Agreement, the Company entered into the White Lion RRA with White Lion, pursuant to which the Company agreed to file, within 30 days following the closing of the Business Combination (as defined in the White Lion RRA), a resale registration statement with the SEC covering the resale by White Lion of the maximum number of shares of Common Stock permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations. …”see in full comparison
“As previously reported by the Company on Form 8-K dated October 4, 2024, on that date the Company and Toonon Partners Co., Ltd. …”see in full comparison
“The Common Stock Purchase Agreement will terminate automatically on the earlier of (i) December 31, 2026 and (ii) the date when the Company files for bankruptcy, has a bankruptcy case filed against it, has a custodian appointed for it or its property, or assigns its assets to its creditors.”see in full comparison
Full comparison: every changed paragraph (161)
OSR Holdings, Inc. (the “Company”) is a holding company focused on the development of innovative therapeutic and medical technologies through its subsidiaries, including businesses developing oral immunotherapies for cancer, design-augmented biologics for age-related and other degenerative diseases, and, following the acquisition of Woori IO Co., Ltd. in January 2026, non-invasive biosensing technologies for glucose monitoring and related health parameters. On February 14, 2025, the Company completed its initial business combination, transitioning from a blank check company to an operating company. Since then, the Company has focused on advancing its subsidiaries’ product candidates and expanding its portfolio through strategic transactions. The Company has not generated revenue from product sales and continues to incur significant research and development and operating expenses. Its future performance will depend on the successful development and commercialization of its product candidates, the ability to obtain regulatory approvals, access to additional financing, and the effective management and integration of its subsidiaries.
Prior to our initial Business Combination on February 14, 2025 we were
a blank check company incorporated as a Delaware corporation and formed for the purpose of effecting a merger, share exchange, asset acquisition,
stock purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities. We effectuated
our initial business combination using cash from the proceeds of our IPO and the Private Placement Units, the proceeds of the sale of
our capital stock in connection with our initial business combination, shares issued to the owners of the target, debt issued to banks
or other lenders or the owners of the target, or a combination of the foregoing.
As had been approved
at the special meeting of the Company’s stockholders held on November 9, 2023, a Certificate of Amendment to the Company’s
Charter to extend the date by which the Company must consummate a business combination from the
February 14, 2024 to May 14, 2024 was filed with the Delaware Secretary of State with an effective date of February 9, 2024. The
foregoing description of the Charter Amendment is qualified in its entirety by the full text of the Charter Amendment, a copy of which
is filed as Exhibit 3.1 to the February 9, 2024 Form 8-K and incorporated herein by reference.
As also previously reported by the Company on Form 8-K dated May 14,
2024, on that date the Company held a special meeting of its stockholders (the “May 14, 2024 Special Meeting”). At
the May 14, 2024 Special Meeting, the Company’s stockholders approved a proposal to amend to the Company’s Charter to
allow the Company to extend the date by which the Company must consummate a business combination from May 14, 2024, to November 14,
2024.
As of the close of business on April 18, 2024, the record date
for the Special Meeting, there were 5,622,954 shares of the Company’s common stock (“Common Stock”) issued
and outstanding, each of which was entitled to one vote with respect to each of the proposals presented at the Special Meeting. A total
of 4,338,495 shares of Common Stock, representing approximately 77.16% of the outstanding shares of Common Stock entitled to vote at the
Special Meeting, were present in person or by proxy, constituting a quorum. The proposals listed below are described in more detail in
the Proxy Statement.
Proposal 1 - Extension Amendment Proposal
The stockholders approved the proposal to amend the Charter
to allow the Company to extend the date by which the Company must consummate a business combination from May 14, 2024 to November 14,
2024.
Proposal 2 - Adjournment Proposal
The stockholders approved the proposal to approve the adjournment
of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there
are insufficient votes to approve the Extension Amendment Proposal or to establish quorum.
In connection with the votes to approve the Extension Amendment Proposal,
1,581,733 shares of common stock of the Company were tendered for redemption.
In connection with the approval of the extension of the date by which
the Company must consummate a business combination from May 14, 2024 to November 14, 2024, BGLSI (or its affiliates or permitted
designees) agreed to deposit, by no later than one business day prior to each of May 14, 2024, June 14, 2024, July 15,
2024, August 14, 2024, September 16, 2024, and October 15, 2024 (each date referred to herein as a “Payment Date”),
the amount of $50,000 into the trust account (each such deposit, a “Contribution”). Each of the foregoing contribution
payments were timely made by the Company.
The Certificate of Amendment to the Charter (the “Charter
Amendment”) was filed with the Delaware Secretary of State and has an effective date of May 14, 2024. The foregoing description
of the Charter Amendment is qualified in its entirety by the full text of the Charter Amendment, a copy of which is filed as Exhibit 3.1
hereto and incorporated herein by reference.
As previously reported by the Company on Form 8-K dated November 12,
2024, on that date the Company held an annual meeting of its stockholders (the “Annual Meeting”). At the Annual Meeting,
the Company’s stockholders approved two proposals to amend the Company’s Amended and Restated Certificate of Incorporation,
as amended (the “Charter”). The stockholders approved a proposal to amend the Charter to allow the Company to extend
the date by which the Company must consummate a business combination from November 14, 2024 to February 14, 2025 (the “Extension
Amendment Proposal”). The stockholders also approved a proposal to amend the Charter to remove the net tangible asset requirement
in order to expand the methods that the Company may employ so as not to become subject to the “penny stock” rules of the U.S.
Securities and Exchange Commission (the “NTA Requirement Amendment Proposal”). The Certificate of Amendment to the
Charter (the “Charter Amendment”) was filed with the Delaware Secretary of State and has an effective date of November
12, 2024. The foregoing description of the Charter Amendment is qualified in its entirety by the full text of the Charter Amendment, a
copy of which is filed as Exhibit 3.1 to Form 8-K dated November 12, 2024 hereto and incorporated herein by reference.
As of the close of business on October 17, 2024, the record date
for the Annual Meeting, there were 4,041,221 shares of the Company’s common stock, par value $0.0001 per share (“Common
Stock”), issued and outstanding, each of which was entitled to one vote with respect to each of the proposals presented at the
Annual Meeting. A total of 2,878,990 shares of Common Stock, representing approximately 71.24% of the outstanding shares of Common Stock
entitled to vote at the Annual Meeting, were present in person or by proxy, constituting a quorum.
Both the Extension Amendment Proposal and the NTA Requirement Amendment
were approved by the shareholders.
Additionally, the stockholders duly elected each of the five (5) then
existing directors (Kuk Hyoun Hwang, Jun Chul Whang, Jin Whan Park, Phil Geon Lee and Sang Hyun Kim) to the Company’s Board of Directors
until the next annual meeting of stockholders following this annual meeting or until each such director’s successor is elected and
qualified, subject to his earlier death, resignation or removal.
In connection with the votes to approve the Extension Amendment Proposal
and NTA Requirement Amendment Proposal, 1,721,469 shares of common stock of the Company were tendered for redemption.
As previously reported by the Company on Form 8-K dated February 13,
2025, on that date the Company filed an Amended and Restated Certificate of Incorporation with the Secretary of the State of Delaware.
The terms of the Amended and Restated Certificate of Incorporation are described in the proxy statement (the “Proxy Statement”)
for the special meeting of stockholders held by the Company on February 13, 2025 (the “Special Meeting”). A copy of
the Company’s Amended and Restated Certificate of Incorporation is attached to the Company’s Form 8-K dated February 13,
2025 as Exhibit 3.1 and is incorporated herein by reference.
On February 13, 2025, the Company held the Special Meeting. There were
2,319,752 shares of Company common stock, par value $0.0001 per share (“Company Common Stock”), outstanding at the
close of business on January 27, 2025, the record date for the Special Meeting. At the Special Meeting, the holders of 2,179,383 shares
of Company Common Stock, or 93.95% of the voting power of all outstanding Company Common Stock were represented in person or by proxy,
which constituted a quorum.
Set forth below are the proposals voted upon at the Special Meeting
(each of which is described in the Proxy Statement.
Proposal No. 1 – The Business Combination
Proposal
The Shareholders approved the proposal to approve the business
combination (the “Business Combination”) reflected by the Amended and Restated Business Combination Agreement, dated
May 23, 2024, as amended on December 20, 2024 (the “Business Combination Agreement”).
Proposal No. 2 – The Charter Proposal
TheAmended Shareholders approved the proposal to approve the Amended
and Restated
Certificate of Incorporation of the Company (the “Amended Charter”).
Proposals No. 3A-3F – The Advisory
Governance Proposals
The Shareholders approved six separate governance proposals
(on a non-binding advisory basis in accordance with the requirements of the U.S Securities and Exchange Commission) relating to material
differences between the current certificate of incorporation and the Amended Charter, and the current bylaws of the Company and Amended
and Restated Bylaws of the Company to be in effect upon completion of the Business Combination. Specifically:
Proposal No. 4 – The Incentive Plan
Proposal
The Shareholders approved the proposal to adopt the new omnibus
incentive plan in the form attached as Annex H to the Proxy Statement.
Proposal No. 5 – The Director Election
Proposal
The Shareholders approved the proposal to elect nine (9)
individuals as directors of the Company following the closing of the Business Combination until their respective successors are duly elected
and qualified.
1. Kuk Hyoun Hwang
2. Jun Chul Whang
3. Phil Geon Lee
4. Alcide Barberis
5. Seng Chin Mah
6. Jin Whan Park
7. Sang Hyun Kim
8. Hyuk Joo Jee
9. Joong Myung Cho
Proposal No. 6 – The Nasdaq Proposal
The Shareholders approved the proposal to approve, for purposes
of complying with the applicable listing rules of the Nasdaq Stock Market LLC, the issuance of shares of Company common stock pursuant
to the Business Combination Agreement in connection with the Business Combination.
In connection with the votes to approve certain of the above proposals,
57,821 shares of Company Common Stock were tendered for redemption.
On February 13, 2025, the Company issued a press release announcing
the results of the Special Meeting. A copy of the press release is attached as Exhibit 99.1 to the Company’s February 13, 2025 Form
8-K filing and is incorporated by reference herein.
As previously disclosed on the Company’s Current Report filed
on Form 8-K on February 21, 2025, on February 14, 2025 (the “Closing Date”), the Company completed its previously announced
business combination (the “Business Combination”) with the Company Co., Ltd., a corporation organized under the laws
of the Republic of Korea (“OSR”), pursuant to the Amended and Restated Business Combination Agreement, dated as of
May 23, 2024, as amended on December 20, 2024 (the “Business Combination Agreement”), by and among the Company,
OSR, each stockholder of OSR that executed a Participating Joinder thereto (each such person, a “Participating Stockholder”),
and each stockholder of OSR that executed a Non-Participating Joinder thereto (each such person, a “Non-Participating Stockholder”,
and together with the Participating Stockholders, the “OSR Stockholders”).
On the Closing Date, the Company issued to the Participating Stockholders
an aggregate of 16,282,047 shares of Company common stock, par value $0.0001 per share (“Company Common Stock”),
and the Participating Stockholders transferred their respective shares of OSR’s Series A common stock, with a par value of
KRW 5,000 per share (“OSR Common Stock”), to the Company (the “Share Exchange”). Following the consummation
of the Business Combination and the Share Exchange (the “Closing”), the Company now owns approximately 67% of the outstanding
OSR Common Stock, and OSR Stockholders holding an additional 22% of the outstanding OSR Common Stock will continue to hold their shares
of OSR Common Stock subject to the terms of the Non-Participating Joinders which contain put and call rights whereby the Non-Participating Stockholders
shall have the right to cause the Company to purchase (the “Put Right”) and the Company shall have the right to cause
the Non-Participating Stockholders to sell to the Company or its designee (the “Call Right”) all of the shares
of OSR Common Stock owned and held of record by such Non-Participating Stockholder. These rights become exercisable on or after the
earlier of (i) January 1, 2026, or (ii) the date that the Non-Participating Stockholder is notified by the Company
of a transaction that will result in a change in control (as defined in the Non-Participating Joinder) of the Company (the “Trigger
Date”). The Put Right and Call Right terminate and expire 120 days after the Trigger Date. The exchange ratio is fixed
under the put/call rights at the same exchange ratio set forth in the Business Combination Agreement, and there is no option for cash
settlement. Holders of approximately 11% of the outstanding OSR Common Stock did not sign a Joinder and will continue to hold their shares
of OSR Common Stock, and such shares will not be subject to any contractual put or call rights, or other conversion rights, with or into
Company Common Stock.
As of the Closing Date, Kuk Hyoun Hwang beneficially held approximately
67.8% of the outstanding shares of the Company Common Stock.
Prior to the Closing Date, the Company entered into participating joinders
(the “Participating Joinders”) with the Participating Stockholders, pursuant to which the Company issued an aggregate
of 16,282,047 shares of Company Common Stock to the Participating Stockholders in exchange for an aggregate of 1,256,085 shares of OSR
Common Stock, or approximately 67% of the outstanding shares of OSR Common Stock. Pursuant to the Participating Joinders, the Participating
Stockholders became party to the Business Combination Agreement with all attendant rights, duties and obligations (including in respect
of all of the representations, warranties, covenants, agreements and conditions of the Business Combination Agreement), with the same
force and effect as if originally named as a “Participating Company Stockholder” in the Business Combination Agreement.
The Participating Joinders contain customary representations, warranties
and covenants, and include a general release of all claims against the Company, OSR and each of its and their respective affiliates, successors,
assigns, officers, directors, employees, agents, administrators and trustees.
The foregoing summary is subject to and qualified in its entirety by
reference to the Form of Participating Joinder, which is filed hereto as Exhibit 10.1 to the Company’s February 21, 2025 8-K Filing
and the terms of which are incorporated herein by reference.
Prior to the Closing Date, the Company entered into non-participating
joinders (the “Non-Participating Joinders” and, together with the Participating Joinders, the “Joinders”)
with the Non-Participating Stockholders, pursuant to which the Non-Participating Stockholders became party to the Business Combination
Agreement with all attendant rights, duties and obligations (including in respect of all of the representations, warranties, covenants,
agreements and conditions of the Business Combination Agreement), with the same force and effect as if originally named as a “Non-Participating Company
Stockholder” in the Business Combination Agreement.
The Non-Participating Joinders contain put and call rights for
the Non-Participating Stockholders and the Company, respectively, whereby the Non-Participating Stockholders shall have
the Put Right and the Company shall have the Call Right.
The Put Right and Call Right will be exercisable on or after the Trigger
Date. The Put Right and Call Right terminate and expire 120 days after the Trigger Date.
The Non-Participating Joinders contain customary representations,
warranties and covenants, and include a general release of all claims against the Company, OSR and each of its and their respective affiliates,
successors, assigns, officers, directors, employees, agents, administrators and trustees.
The foregoing summary is subject to and qualified in its entirety by
reference to the Form of Non-Participating Joinder, which is filed hereto as Exhibit 10.2 to the Company’s February 21, 2025 8-K
Filing and the terms of which are incorporated herein by reference.
Additionally, on the Closing Date, the Company entered into Lock-up
Agreements (the “Lock-Up Agreements”) with Bellevue Capital Management LLC (“BCM”), BCM Europe AG
(“BCME”), Sung Jae Yu, and Sung Hoon Chung (together, the “Holders”), pursuant to which the Holders
are contractually restricted from selling or transferring between 70%-100% of their shares of Company Common Stock received in the Share
Exchange (the “Lock-Up Shares”). Such restrictions became applicable commencing from the Closing Date and end (i) with
respect to BCM and BCME, on the 36-month anniversary of the Closing Date; and (ii) with respect to Sung Jae Yu and Sung Hoon Chung, on
January 1, 2026.
The foregoing summary is subject to and qualified in its entirety by
reference to the Form of Lock-Up Agreement, which is filed hereto as Exhibit 10.3 to the Company’s February 21, 2025 8-K Filing
and the terms of which are incorporated herein by reference.
As previously disclosedreported
by the Company on Form 8-K dated February 13, 2025, on that date the Company filed an Amended and Restated Certificate of Incorporation
with the Secretary of the State of Delaware. The terms of the Amended and Restated Certificate of Incorporation are described in the proxy
statement (the “Proxy Statement”) for the special meeting of stockholders held by the Company in its
Current Report on Form 8-K filed On February 18, 2025, on February 14,13, 2025 (the Company issued a press release announcing the closing“Special
of its previously announced business combination with the Company Co., Ltd., a corporation organized under the laws of the Republic of
Korea.Meeting”). A copy of the pressCompany’s releaseAmended and Restated Certificate of Incorporation is attached to the Company’s Form
8-K dated February 18,13, 2025 Form 10-K filing2025, as Exhibit 99.1 thereto3.1 and is
incorporated herein by reference.
Special Meeting of Stockholders
On February 13, 2025, the Company held the Special Meeting of stockholders. There were 2,319,752 shares of Company common stock, par value $0.0001 per share (“Company Common Stock”), outstanding as of the January 27, 2025, record date for the Special Meeting, and a quorum was present.
103103
What changed in the latest 10-Q
Risk Factors
In addition to the risk factors set forth below and the other information set forth in this report, you should carefully consider the factors discussed under Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on March 31, 2026 (or “2025 Annual Report”), and in the other reports we file with the SEC before making a decision to invest in our securities. These factors could materially adversely affect our business, financial condition, liquidity, results of operations and capital position, and could cause our actual results to differ materially from our historical results or the results contemplated by the forward-looking statements contained in this report or we could face liquidation. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. The risks and uncertainties described in our 2025 Annual Report and below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business, financial condition and operating results. There have been no material changes to the risk factors described in Part I, Item 1A, “Risk Factors,” included in our 2025 Annual Report.
Full comparison: every changed paragraph (1)
In addition to the risk factors set forth below
and the other information set forth in this report, you should carefully consider the factors discussed under Part I, Item 1A, “Risk
Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on March 31,
2026 (or “2025 Annual Report”), and in the other reports we file with the SEC before making a decision to invest in our securities.
These factors could materially adversely affect our business, financial condition, liquidity, results of operations and capital position,
and could cause our actual results to differ materially from our historical results or the results contemplated by the forward-looking
statements contained in this report or we could face liquidation. In that event, the trading price of our securities could decline, and
you could lose all or part of your investment. The risks and uncertainties described in our 2025 Annual Report and below are not the only
ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become
important factors that adversely affect our business, financial condition and operating results. Except as disclosed below, thereThere have
been no material changes to
the risk factors described in Part I, Item 1A, “Risk Factors,” included in our 2025 Annual Report.
Management's Discussion & Analysis (MD&A)
New heading “Shareholder Loyalty CVR Program”
Removed heading “VXM01 License Agreement Update”
Removed heading “Amendment No. 2 to Common Stock Purchase Agreement”
Removed heading “Convertible Note Issuance”
Removed heading “Appointment of Chief Operating Officer”
Removed heading “Off-Balance Sheet Arrangements”
Largest changes
“The note bears interest at 5% per annum, matures nine months from issuance, and is convertible into shares of the Company’s common stock at a fixed conversion price of $1.00 per share, subject to adjustment, or, under certain conditions, at a discounted market-based price. Conversion is generally restricted until six months following issuance, subject to certain exceptions, and is further subject to customary beneficial ownership limitations. The note is secured by substantially all of the Company’s assets and includes customary covenants and events of default.”see in full comparison
Full comparison: every changed paragraph (46)
References in this report (the “Quarterly
Report”) to “we,” “us” or the “Company” refer to OSR Holdings,Health, Inc. References to our “management”
or our “management team” refer to our officers and directors. The following discussion and analysis of the Company’s
financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained
elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking
statements that involve risks and uncertainties.
Shareholder Loyalty CVR Program
In June 2026, the Company announced a shareholder loyalty program (the “Loyalty Program”) under which the Company intends to distribute one non-transferable contingent value right (“CVR”) for each share of the Company’s common stock held of record as of the record date, which is August 14, 2026. To participate, holders must enroll in the Loyalty Program and continuously hold their shares; enrolled holders would be eligible to receive additional shares of common stock, at no additional cost, if specified closing-price thresholds are met at four measurement dates over the twelve months following the record date, as set forth in the table below. The tiers are cumulative, and a holder that enrolls and continuously holds through all four measurement dates could receive up to a maximum of five additional shares for each share held on the record date if all thresholds are met.
The CVRs are non-transferable and have no standalone value, and the distribution of CVRs and any delivery of shares remain subject to an effective registration statement or an available exemption, applicable Nasdaq listing requirements, and other conditions. A more detailed description of the Loyalty Program is available on the Company’s website at www.osr-health.com/loyaltyprogram. Information on, or accessible through, the Company’s website is not incorporated by reference into, and does not form a part of, this Report.
On July 31, 2026, the Company announced that Nasdaq had informed the Company, in a verbal communication, that the Loyalty Program would not result in any mechanical adjustment to the price of the Company’s common stock, either upon the distribution of the CVRs or upon the delivery of additional shares to enrolled holders. This communication relates solely to the exchange’s treatment of the CVR distribution and related share deliveries for price-adjustment purposes; it does not constitute an endorsement of the Loyalty Program and does not address the separate securities-law requirements applicable to the distribution of the CVRs or the delivery of shares, which remain subject to the Company’s ongoing regulatory process.
VXM01 License Agreement Update
On March 27, 2026, the Company, together with its wholly owned subsidiary
Vaximm AG, entered into a binding term sheet with BCM Europe AG relating to a revised global exclusive license arrangement for VXM01.
The term sheet supersedes and replaces the prior agreement dated January 13, 2025.
Additional information is set forth in the Company’s Current
Report on Form 8-K filed with the U.S. Securities and Exchange Commission on April 2, 2026, which is incorporated herein by reference.
Subsequently, on April 29, 2026, the Company and Vaximm entered into
a definitive Global Exclusive License Agreement with BCME, pursuant to which BCME was granted an exclusive, worldwide, sublicensable license
to develop and commercialize VXM01. The agreement provides for potential milestone payments of up to approximately $815 million, as well
as additional economic terms, including an equity participation right in the form of a put option held by the Company, pursuant to which
the Company may require BCME to purchase shares of its common stock under specified conditions.
In connection with the foregoing transaction, the parties also entered
into a Pledge Agreement pursuant to which BCME and its affiliates pledged their OSR Holdings, Inc. common stock to the Company as collateral
security for BCME’s milestone payment obligations under the Global Exclusive License Agreement.
Additional information regarding the foregoing is set forth in the Company’s Current Reports on Form 8-K filed with the U.S. Securities
and Exchange Commission on April 2, 2026 and April 29, 2026, respectively, which are incorporated herein by reference.
Amendment No. 2 to Common Stock Purchase Agreement
On April 7, 2026, the Company entered into Amendment No. 2 to its Common
Stock Purchase Agreement with White Lion Capital, LLC, d/b/a White Lion GBM Innovation Fund, amending the original agreement dated February
25, 2025.
The amendment enhances the Company’s flexibility under its equity
line of credit by introducing intraday and fixed purchase notice mechanisms, each subject to specified conditions and based on discounted
volume-weighted average price (“VWAP”) formulas. The amendment also provides for related settlement procedures, including
generally one business day settlement, and includes certain threshold price adjustment provisions applicable to specific purchase notices.
Additional information regarding this amendment is set forth in the
Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on April 7, 2026, which is incorporated
herein by reference.
Convertible Note Issuance
On April 7, 2026, the Company entered into a Note Purchase Agreement
with White Lion Capital, LLC, d/b/a White Lion GBM Innovation Fund (“White Lion”), pursuant to which the Company issued a
senior secured convertible promissory note in the principal amount of $1,055,555.55.
In consideration, the Company received $500,000 in cash and a reduction
of approximately $2.0 million of outstanding warrant obligations held by White Lion, resulting in the effective cancellation of such warrant.
The note bears interest at 5% per annum, matures nine months from issuance,
and is convertible into shares of the Company’s common stock at a fixed conversion price of $1.00 per share, subject to adjustment,
or, under certain conditions, at a discounted market-based price. Conversion is generally restricted until six months following issuance,
subject to certain exceptions, and is further subject to customary beneficial ownership limitations. The note is secured by substantially
all of the Company’s assets and includes customary covenants and events of default.
Additional information regarding the foregoing transactions is set
forth in the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on April 7, 2026, which
is incorporated herein by reference.
Appointment of Chief Operating Officer
On March 26, 2026, the Board of Directors of OSR Holdings, Inc. approved
the appointment of Yeiseok Kim as Chief Operating Officer of the Company, effective April 16, 2026. Mr. Kim previously served as a Senior
Analyst at OSR Holdings Co., Ltd., where he was involved in cross-border healthcare investments and pharmaceutical licensing activities.
In connection with his appointment, OSR Holdings Co., Ltd. entered
into an amended employment agreement with Mr. Kim, pursuant to which he will receive an annual base salary of KRW 240,000,000, eligibility
to participate in the Company’s equity-based compensation plans, and customary executive benefits.
Comparison of the Three and Six Months
Ended MarchJune 31,30, 2025 and
2026
The following tables present OSR Holdings’Health’s
statements of operations for the three and six months ended MarchJune 31,30, 2025 and 2026, and percentage change between the two periods:
OSR Holdings’Health’s net sales, cost of sales,
and gross
profit are primarily derived from RMC, its subsidiary engaged in the distribution of medical devices, and Woori IO, a manufacturer of
of non-invasive glucose monitoring devices. However, basedBased on revenuescumulative revenue for the first quarterhalf of 2026, approximately 96.5%98% of total revenue was
was attributable to RMC. In addition, because Woori IO was first consolidated in the first quarter of 2026, changes compared to the prior-year
period were primarily attributable to RMC.2026.
For the three months ended MarchJune 31,30, 2026, OSR
Holdings’Health’s net sales decreased by $277,215,$819,848, or 36%,72%, compared to the same period in the prior year. However, costCost of sales decreased
at a higher rate
of 45%,79%, or $268,810,$873,670, resulting in aan relatively smaller decreaseincrease in gross profit of $8,405,$53,823 orfor 5%.the period. Overall, thegross gross
profit margin increased from 22%approximately
3% in the firstsecond quarter of 2025 to 33%27% in the firstsecond quarter of 2026.
This improvement in profitability was driven by
a change in RMC’s contractual arrangement with one of its major suppliers. Specifically, RMC transitioned from a traditional purchase-and-resale
model to a consignment-based arrangement under which only commission revenue is recognized. Although the new contract was executed in
April 2025, the change began to affect revenue recognition starting in July 2025. Accordingly,During managementthe expectssecond quarter of 2025, RMC sold previously
held inventory back to the supplier at cost, which resulted in relatively high net sales but temporarily and significantly depressed profitability
for that period. Excluding this consignment-based
modelone-time to enhanceeffect, the stabilitysecond quarter of gross2026 profitreflects marginslower innet futuresales periods.but a more normalized level of profitability.
For the six months ended June 30, 2026, OSR Health’s net sales decreased by $1,097,062, or 58%, compared to the same period in the prior year. Cost of sales decreased at a higher rate of 67%, or $1,142,480, resulting in an increase in gross profit of $45,418. Overall, gross profit margin increased from approximately 11% in the first half of 2025 to 31% in the first half of 2026. The overall drivers of this change are the same as those described above for the second quarter (three months). However, because the one-time transaction occurred in the second quarter of 2025, the year-over-year variance for the six-month period appears relatively moderate.
For the three months ended MarchJune 31,30, 2026, OSR Holdings’
Health’s selling,
general and administrative (SG&A) expenses increaseddecreased by $740,953,$2,142,441, or 24%,41%, compared to the same period in the prior
year.
Following the completion of the Business Combination
on February 14,
2025, various costs associated with fulfilling public company obligations began to increase. TheThis increase was primarily
attributable to
higher personnel-related expenses, including salaries, severance payments, employee benefits, bonuses, and travel costs.
Additional SG&A
expenses included amortization of intangible assets, research and development expenses, and professional service fees
such as legal, audit,
investor relations, and press release costs, as well as non-income taxes, insurance premiums, and employee recruiting
and training expenses.
The overall increase in these costs was primarily attributable to higher personnel-related costsexpenses and professional
service fees. Nevertheless, expenses appear to have decreased compared to the prior-year period because the second quarter of 2025 included
significant one-time costs associated with the completion of the Business Combination and related financing activities.
For the six months ended June 30, 2026, OSR Health’s selling, general and administrative (SG&A) expenses decreased by $1,401,487, or 17%, compared to the same period in the prior year. The decrease for the six-month period was more moderate than the year-over-year decline in the second quarter (three months) alone, as the one-time cost increase in the second quarter of 2025 was particularly large.
Woori IO accounted for approximately 1% of total SG&A expenses,
and therefore the overall impact from its initial inclusion as a newly consolidated subsidiary was immaterial.
OSR Holdings’Health’s research and development (R&D)
expenses consist
primarily of development costs associated with product candidates in pre-clinical and clinical trial stages, as well
as related salary
and outsourced service costs. R&D costs are expensed as incurred. BeginningCurrently, OSR Health has been experiencing difficulties
in securing R&D-related funding, and as a result, such expenses have not yet been incurred in thesignificant secondamounts. halfHowever, ofif 2026,financing
efforts progress successfully going forward, OSR HoldingsHealth expects to incur
and report R&D-related expenses primarily from its subsidiaries
actively engaged in research and development activitiesactivities, at an estimated
amount of approximately $2.5 million to $3.0 million per quarter,
which could potentially increase to approximately $5.0 million to $6.0
million per quarter in the future.
For the three months ended MarchJune 31,30, 2026, OSR
Health’s Holdings’operating loss decreased by $2,196,262, or 42%, compared to the same period in the prior year For the six months ended June 30, 2026, operating
loss increaseddecreased by $749,358,$1,446,906, or 26%,18%, compared to the same period in the prior year.
OSR Holdings’Health’s other income (expense) consists of
interest income,
interest expense, foreign exchange-related gains and losses, and other non-operating items.
For the three months ended MarchJune 31,30, 2026, the
Company recorded net
other expensesincome of $252,305,$1,589,374, representingan a decreaseincrease of $8,222,683,$1,585,395, or 97%,39,844%, compared to the same period in the prior year.
This significant
decrease was primarilydriven attributableby toa realized gain on financial liabilities measured at fair value of $1,798,064, resulting from the one-time recognitionresolution of approximatelya $8.5 million in merger-related expenses incurred in connectionliability
with the Business Combination completed on February 14, 2025,for which wasunrealized recognizedlosses onlyhad duringpreviously thebeen first quarter of 2025.recognized.
For the six months ended June 30, 2026, the Company recorded net other income of $1,337,069, a significant improvement compared to net other expense of $8,471,009 recorded in the same period in the prior year. This change was primarily attributable to the one-time recognition of approximately $8.5 million in merger-related expenses incurred in connection with the Business Combination completed on February 14, 2025, which was recognized only during the first quarter of 2025.
For the three months ended MarchJune 31,30, 2026, OSR
Holdings’Health’s loss before income taxes decreased by $7,473,326,$3,781,657, or 66%,72%, compared to the same period in the prior year. As previously discussed,
discussed, this decrease was primarilydriven attributableby toa realized gain on financial liabilities measured at fair value of $1,798,064, resulting from the one-time recognitionresolution of approximatelya $8.5 million in merger-related expensesliability
incurred in connection with the Business Combination completed on February 14, 2025,for which wasunrealized recognizedlosses duringhad thepreviously firstbeen quarter of
2025.recognized.
For the six months ended June 30, 2026, OSR Health’s loss before income taxes decreased by $11,254,983, or 68%, compared to the same period in the prior year. This decrease was also primarily attributable, as previously discussed, to the one-time recognition of approximately $8.5 million in merger-related expenses incurred in connection with the Business Combination completed on February 14, 2025, which was recognized during the first quarter of 2025.
Since its inception through MarchJune 31,30, 2026, OSR
HoldingsHealth has incurred significant operating losses and negative cash flows from operating activities. The Company recorded an operating
loss of approximately $18.33 million for the year ended December 31, 2025, compared to an operating loss of approximately $11.69 million
for the same period in 2024. In addition, the Company recorded an operating loss of approximately $3.67$6.70 million during the first quarterhalf
of 2026. As of MarchJune 31,30, 2026, OSR HoldingsHealth had an accumulated deficit of approximately $40.10$40.95 million.
To date, OSR HoldingsHealth has funded its operations
primarily through the issuance of common stock and convertible bonds, bank borrowings, loans from affiliates, and, to a lesser extent,
product revenue generated by its subsidiary, RMC. As of MarchJune 31,30, 2026, the Company had cash and cash equivalents of approximately $1.57$1.49
million, consisting primarily of bank deposits.
The Company incurred significant expenses in connection
with the Business Combination and the filing of its Form S-4 registration statement, which, together with other general operating expenses,
reduced the funds available for operations and created an urgent need for additional capital. In response, in February 2025, OSR HoldingsHealth
entered into an equity line of credit (“ELOC”) agreement with an investor, providing for up to $80 million in potential capital.
As of MarchJune 31,30, 2026, the Company had issued a total of 3,070,5004,875,440 shares under the ELOC, raising gross proceeds of $2.11$3.38 million. In addition,
addition, the Company has executed or is exploring various financing initiatives through the issuance of warrants and notes.
OSR HoldingsHealth expects to continue utilizing the ELOC
ELOC until the end of the Commitment Period (December 31, 2026) as set forth in the ELOC Agreement with White Lion.Lion which was most recently
amended in April 2026 to provide additional flexibility in accessing the equity line. However, the Company
intends to exercise a higher
level of prudence and control in the execution of the ELOC in order to minimize the dilution and price impact
it may have on the market
for the Company’s equity securities. In addition, the Company plans to implement new equity financing
facilities that are generally considered
less dilutive and more controllable than ELOC arrangements, such as an At-the-Market (“ATM”)
offering.
Off-Balance Sheet Arrangements
We have no obligations, assets or liabilities
which would be considered off-balance sheet arrangements as of March 31, 2026. We do not participate in transactions that create
relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have
been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet
financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.
OSRH insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding OSRH (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 127,810 | $40.4K | 0.0% | New position |
| D. E. Shaw & Co. | 2026-06-30 | 150,000 | $8.0K | 0.0% | No change |