OSR Holdings Provides Strategic Update on Woori IO Term Sheet and Share Exchange Structure

OSR Holdings (NASDAQ: OSRH) has provided a strategic update on its Term Sheet with Woori IO (WORIO), a South Korean medical device company developing noninvasive glucose monitoring technology.

Rhea-AI Summary

OSR Holdings (NASDAQ: OSRH) has provided a strategic update on its Term Sheet with Woori IO (WORIO), a South Korean medical device company developing noninvasive glucose monitoring technology. The transaction will make WORIO a wholly-owned subsidiary of OSRH's Korean affiliate, OSRK.

Under the agreement, WORIO shareholders will receive OSRK shares with a conditional right to exchange them for OSRH common stock if OSRH's share price reaches $10.00 within three years, representing a nearly 10x premium over current trading levels. The global blood glucose monitoring device market is projected to reach $40 billion by 2030.

WORIO's technology uses near-infrared spectroscopy for needle-free glucose measurement, suitable for smartwatch integration. The company has completed a proof-of-concept study and is preparing for a larger confirmatory study for Korean regulatory approval.

Positive

• Strategic entry into the $40B glucose monitoring market through acquisition of advanced noninvasive technology
• WORIO shareholders show confidence by accepting 10x premium condition for share conversion
• No immediate dilution for current OSRH shareholders
• WORIO has completed proof-of-concept study and has regulatory engagement plan
• Partnership with Samsung Electronics' C-Lab Outside program demonstrates technology validation

Negative

• Technology still requires larger confirmatory study and regulatory approvals
• No regulatory approval worldwide yet for truly noninvasive glucose monitoring
• Risk of not meeting $10 share price threshold within 3 years
• 6-month exclusivity period for due diligence adds timeline uncertainty

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BELLEVUE, Wash. and SEOUL, South Korea, July 30, 2025 /PRNewswire/ -- OSR Holdings, Inc. (NASDAQ: OSRH), a global healthcare company advancing biomedical and wellness innovation, today issued a strategic update regarding its recently announced Term Sheet with Woori IO Co., Ltd. ("WORIO"), a South Korean medical device company pioneering noninvasive glucose monitoring technology.

The transaction, once completed, will result in WORIO becoming a wholly owned subsidiary of OSR Holdings Co., Ltd. ("OSRK"), a Korean affiliate of OSRH. As previously disclosed, WORIO shareholders will receive newly issued OSRK shares, along with a conditional right to exchange those shares for OSRH common stock if OSRH's share price reaches $10.00 or more within three years from the signing of the Term Sheet.

WORIO Shareholders Align with OSRH Upside

The company emphasizes that the $10 OSRH share condition is intended as a performance-aligned incentive, reflecting WORIO shareholders' long-term confidence in OSRH's growth potential. Rather than requesting immediate liquidity, the Sellers — WORIO's shareholders — have agreed to convert their OSRK shares into OSRH shares only upon OSRH reaching $10.00 per share, representing a nearly 10x premium over recent trading levels.

"This is not a dilution event, but a strong vote of confidence," said Peter Hwang, CEO of OSR Holdings. "WORIO's shareholders are betting on our ability to realize transformative value and are choosing to stay aligned with OSRH shareholders for the long term. That alignment is a positive signal for the market."

If OSRH's share price does not meet the $10.00 threshold within three years, the conversion will not occur, and WORIO shareholders will remain equity holders in the privately held OSRK entity. The companies have agreed to renegotiate in good faith at that time, if necessary.

Noninvasive Glucose Monitoring: A Transformational Market

The strategic rationale behind the transaction lies in the tremendous unmet need and market potential for noninvasive glucose monitoring. Today's global CGM (continuous glucose monitoring) market — dominated by companies like Dexcom and Abbott — still relies on minimally invasive sensors that require skin penetration or consumables.

WORIO's technology leverages near-infrared spectroscopy (NIRS) to deliver accurate, needle-free glucose measurement. This makes it well suited for integration into wearable devices such as smartwatches. The company has already completed a proof-of-concept study at Korea University Hospital and is now preparing for a larger confirmatory study for regulatory approval in Korea.

"WORIO gives OSRH a unique opportunity to enter this global market before the technology reaches commercial maturity," added Mr. Hwang. "This transaction positions our shareholders to benefit from a future that could redefine diabetes management — without the burden of invasive devices."

Industry Landscape and Strategic Positioning

According to industry reports, the global blood glucose monitoring device market is projected to exceed $40 billion by 2030, with strong tailwinds from rising diabetes prevalence and increasing demand for painless, real-time monitoring.

"Imagine the difference this technology could make for individuals who face the daily burden of monitoring blood glucose and navigating the complexity of current invasive devices," said Dr. Constance Höfer, CSO of OSRH. "Beyond the clear advantages for patients and their caregivers, this new non-invasive device could also generate valuable novel datasets—for example, in patients at early stages of metabolic syndrome, studies on cancer relapse and the benefits of exercise, or research exploring the effects of pre- and probiotics on human health and the optimization of elite athletic performance."

To date, no company worldwide has received regulatory approval for truly noninvasive glucose monitoring. Media coverage of startups like Afon Technology in Europe underscore the growing interest and momentum in this field, yet few players have established both a working prototype and a regulatory engagement plan. WORIO represents one of the rare companies globally to meet both criteria — and OSRH is positioned as an early acquirer ahead of full commercialization. In Q1 2025, WORIO was selected to participate in Samsung Electronics' innovative startup program, C-Lab Outside.

Next Steps

Under the 6-month exclusivity period set forth in the Term Sheet, OSRH will continue confirmatory legal, financial, and technical due diligence, with a target to execute definitive agreements within that window. The company looks forward to further engaging with investors as this transaction develops.

About OSR Holdings, Inc.

OSR Holdings, Inc. (NASDAQ: OSRH) is a global healthcare holding company dedicated to advancing biomedical innovation approaches to health and wellness. Through its subsidiaries, OSRH is engaged in immuno-oncology, regenerative biologics, and medical device technologies. Its vision is to build a portfolio of breakthrough healthcare solutions to improve global health outcomes. Learn more at www.OSR-Holdings.com.

About Woori IO Co., Ltd.

Woori IO is a South Korea-based medical device company developing noninvasive biosensing technologies for glucose monitoring and beyond. Its proprietary NIRS-based system enables accurate, pain-free glucose tracking and is designed for integration into wearables. Visit www.woori.io for more information.

Forward-Looking Statements

This press release contains forward-looking statements, including expectations regarding the proposed acquisition of Woori IO, future stock performance, regulatory approvals, and market potential. These statements are based on current assumptions and involve risks and uncertainties that could cause actual results to differ materially. OSR Holdings undertakes no obligation to update these statements except as required by law.

Contact: 

Investor Relations
OSR Holdings, Inc.
IR@osr-holdings.com 

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SOURCE OSR Holdings Inc.

FAQ

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What is the deal structure between OSR Holdings (OSRH) and Woori IO?

WORIO will become a wholly-owned subsidiary of OSRK (OSRH's Korean affiliate). WORIO shareholders will receive OSRK shares with rights to convert to OSRH shares if OSRH reaches $10.00 per share within 3 years.

What is the market potential for OSRH's noninvasive glucose monitoring technology?

The global blood glucose monitoring device market is projected to exceed $40 billion by 2030, driven by increasing diabetes prevalence and demand for painless monitoring solutions.

What stage is Woori IO's glucose monitoring technology in development?

WORIO has completed a proof-of-concept study at Korea University Hospital and is preparing for a larger confirmatory study for Korean regulatory approval.

How does Woori IO's glucose monitoring technology work?

The technology uses near-infrared spectroscopy (NIRS) to provide needle-free glucose measurement, making it suitable for integration into wearable devices like smartwatches.

What happens if OSRH stock doesn't reach $10 within three years?

If the $10 threshold isn't met, WORIO shareholders will remain equity holders in the private OSRK entity, and the companies will renegotiate terms in good faith.

What is the timeline for the OSRH-Woori IO transaction completion?

The companies have a 6-month exclusivity period for due diligence, with the goal of executing definitive agreements within that window.