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
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)
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
Read the exact SEC filing ↗Disclosure sections
Items 1.01, 7.01, 9.01Select 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.htmExhibit
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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