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Current Report · Items 1.01, 7.01, 9.01 · 8-K

OSR Health, Inc.

Entry into a Material Definitive Agreement · Regulation FD Disclosure

Item 1.01. Entry into a Material Definitive Agreement On January 13, 2025, Vaximm AG, a wholly-owned subsidiary of OSR Holdings, Inc. (the “Company”), entered into a Binding Term Sheet (the “Term Sheet”) with BCM Europe AG (“BCME”), the largest shareholder of the Company, relating to a proposed global exclusive license of Vaximm’s VXM01 oral cancer immunotherapy platform.…

Filed Jan 14, 2026Accepted Jan 14, 2026, 9:27 AM ESTCIK 1840425Accession 0001213900-26-004199
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Company context

OSR Health, Inc. (OTC: OSRH) is a global healthcare holding company dedicated to advancing biomedical innovations in health and wellness. Through its subsidiaries, OSR Health engages in immuno-oncology, regenerative biologics, and medical device technologies to improve health outcomes worldwide. Learn more at www. OSR-Health.com.

Current securities

Historical securities (6)

Recent company filings

  1. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing · Regulation FD DisclosureOct 28, 2026
  2. Entry into a Material Definitive AgreementOct 16, 2026
  3. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory ArrangementsOct 2, 2026
  4. Other EventsAug 28, 2026
  5. Other EventsAug 25, 2026

Registered securities in this filing

OSR HOLDINGS, INC. · 8-K · Filed 2026-01-14

As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.

Common stock, par value $0.0001 per share

Symbol
OSRH
Exchange
NASDAQ
Classification
COMMON
Filing context

Context: From2025-01-132025-01-13_custom_CommonStockParValue0.0001PerShareMember

Dimensions: us-gaap:StatementClassOfStockAxis

Redeemable warrants, exercisable for shares of common stock at an exercise price of $11.50 per share

Symbol
OSRHW
Exchange
NASDAQ
Classification
WARRANT
Filing context

Context: From2025-01-132025-01-13_custom_RedeemableWarrantsExercisableForSharesOfCommonStockAtExercisePriceOf11.50PerShareMember

Dimensions: us-gaap:StatementClassOfStockAxis

Accession 000121390026004199 · 2 registered-security cover members

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Disclosure sections

Items 1.01, 7.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01. Entry into a Material Definitive Agreement On January 13, 2025, Vaximm AG, a wholly-owned subsidiary of OSR Holdings, Inc. (the “Company”), entered into a Binding Term Sheet (the “Term Sheet”) with BCM Europe AG (“BCME”), the largest shareholder of the Company, relating to a proposed global exclusive license of Vaximm’s VXM01 oral cancer immunotherapy platform. The Term Sheet supersedes and replaces in its entirety the prior non-binding term sheet dated November 21, 2025. Pursuant to the Term Sheet, Vaximm agreed to grant BCME an exclusive, worldwide, sublicensable license to develop and commercialize VXM01, subject to the execution of a definitive global license agreement. Under the Term Sheet, upon execution of the definitive agreement, BCME has agreed to pay Vaximm an upfront payment of $30.0 million (comprised of $15.0 million in cash and $15.0 million in digital assets) and up to $815.0 million in aggregate clinical, regulatory, and commercial milestone payments. The Term Sheet contains binding provisions relating to the grant of license, financial consideration, and exclusivity, and execution of the definitive agreement remains subject to customary conditions, including receipt of an independent third-party fairness opinion. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Term Sheet, which is filed as Exhibit 10.1 hereto.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure On January 12, 2025, the Company issued a press release announcing that its subsidiary, Vaximm AG, received a binding term sheet from BCM Europe AG relating to a proposed global exclusive license of the VXM01 oral cancer immunotherapy platform. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Item 7.01 and Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Filed exhibits (1)
EX-99.1 (by filename) ea027273801ex99-1_osrhold.htm

Exhibit 99.1 Vaximm, an OSR Company, Receives Binding Term Sheet from BCM Europe for Global Exclusive License of VXM01 with $30M Upfront and Up to $815M in Milestones BELLVUE, Wash., Jan. 12, 2026 - OSR Holdings, Inc. (NASDAQ: OSRH) today announced that its Swiss biotechnology subsidiary, Vaximm AG, has received a binding term sheet from BCM Europe AG confirming BCM Europe’s interest in entering a global exclusive licensing transaction for VXM01, Vaximm’s lead immunotherapy candidate. Under the terms of the binding term sheet, BCM Europe intends to establish and manage a dedicated investment vehicle, anchored by a strategic investor, tentatively named BCM Decentralized Science Investors I, LP (the “Fund”), which would act as the Licensee under the contemplated definitive license agreement. The proposed transaction structure includes: the grant of global exclusive rights to develop and commercialize VXM01 to the Fund; an upfront payment of $30 million, an increase from the previously discussed non-binding proposal, structured as 50% cash and 50% digital assets; aggregate milestone payments of up to $815 million, with the milestone structure weighted primarily t…

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