OSR Holdings, Inc. SEC Filings

OSR Holdings, Inc. (OSRH) filed its Q3 2025 10‑Q, showing continued operating losses alongside post‑merger integration and financing activity. For the three months ended September 30, 2025, net sales were $627,747 and gross profit was $261,734. Selling, general and administrative expenses were $4,065,199, leading to an operating loss of $3,803,465 and a net loss of $3,194,874; basic loss per share was $0.10. For the nine months ended September 30, 2025, net sales were $2,524,536 with an operating loss of $11,950,469 and a net loss of $19,812,886. Cash and cash equivalents were $2,177,309, and the accumulated deficit was $32,327,645.

After its February 14, 2025 business combination, the company reported total assets of $177,289,528 and stockholders’ equity of $134,157,845 as of September 30, 2025. OSRH entered an $80 million equity line of credit and, through September 30, 2025, issued 767,500 shares for gross proceeds of $741,937. The company received a Nasdaq minimum bid price deficiency notice with a grace period until March 4, 2026. Governance changes from the September 17, 2025 annual meeting included approval of an equity incentive plan and authority to exceed the 20% issuance limit under Nasdaq Rule 5635(d). A definitive agreement was signed for OSRK to acquire Woori IO Co., Ltd. for KRW15 billion (~$10.5 million), with a potential conversion into approximately 1.09 million OSRH shares if $10 per share is reached within three years.

OSR Holdings, Inc. (OSRH) filed a Form 3 reporting initial beneficial ownership under Section 16. The filing identifies the reporting person as a Director and states that, as of 09/17/2025, no securities are beneficially owned.

Both the non-derivative and derivative tables reflect no holdings, and the submission is by one reporting person. This is a routine disclosure establishing the insider’s starting position at zero.

OSR Holdings Inc. (NASDAQ: OSRH) announced a definitive Share Exchange Agreement for its subsidiary OSR Holdings Co., Ltd. to acquire all shares of Woori IO Co., Ltd., a South Korea-based developer of non-invasive glucose monitoring using NIRS technology. Each Woori IO share will be exchanged for 0.948832 OSRK shares, with OSRK issuing 84,338 new shares for 88,891 Woori IO shares. The aggregate transaction value is approximately KRW 15 billion (USD 10.6 million).

Woori IO has been providing technical development services to Samsung Electronics under a proof-of-concept agreement funded on a non-dilutive basis. Closing is subject to customary conditions, including Woori IO shareholder approval (target meeting date December 19, 2025) and regulatory clearances, with an expected effective date of January 12, 2026.

Per Annex 2, within three years after closing, if OSRH common stock reaches USD 10.00 per share on Nasdaq, OSRK shares received by former Woori IO holders may be exchangeable into OSR Holdings Inc. common stock at 12.96 OSRH per OSRK share, subject to applicable U.S. securities laws and Board approval.

OSR Holdings, Inc. filed an 8-K reporting the results of a shareholder vote on director elections. Several nominees received overwhelming affirmative votes and were elected, while two nominees received large negative vote totals and were not elected. For example, Jun Chul Whang received 13,321,765 votes for and 3,926 against and was elected. Seng Chin Mah received 13,321,806 for and 3,885 against and was elected. Two nominees, Jin Whan Park (451,054 for; 12,874,637 against) and Phil Geon Lee (451,095 for; 12,874,596 against), were not elected. The filing supplies vote counts and final election outcomes for each listed nominee.

OSR Holdings, Inc. filed a Definitive Proxy Statement presenting four stockholder proposals and background from its recent business combination with OSR. The Company completed its Business Combination on February 14, 2025, pursuant to amended agreements, and discloses related agreements filed on Form 8-Ks. The proxy asks stockholders to approve (1) election of directors, (2) a non-binding advisory vote on executive compensation, (3) the 2025 Omnibus Incentive Plan with equity sub-plans (including 3,150,000 shares reserved for RSUs and 3,150,000 for options), and (4) Nasdaq 20% Issuance authority to issue up to and exceeding 20% of outstanding common stock under certain pricing conditions. The statement lists directors and executive officers, identifies registered agreements with White Lion, cites forward-looking risk factors, and reports shares outstanding as of August 15, 2025.

The preliminary proxy statement for OSR Holdings, Inc. (PRE 14A) sets four proposals for the annual meeting: elect seven directors to the board; approve, on a non-binding advisory basis, named executive officer compensation; adopt share-based incentive sub-plans under a 2025 Omnibus Incentive Plan including RSU and Option sub-plans; and approve, under Nasdaq Listing Rule 5635(d), the ability to issue in one or more non-public offerings shares (or convertible/exercisable securities) that may exceed 20% of outstanding common stock at a price determined as the lower of the Nasdaq Official Closing Price immediately preceding signing or the five-day average prior to signing.

The filing shows 6,300,000 shares remain available for issuance under the Omnibus Plan and lists certain individual beneficial holdings disclosed in the document, including Sang Hoon Kim: 84,020 and Gihyoun Bang: 47,367. The statement also lists director nominees and procedural sections such as voting, proxies and solicitation details.

OSR Holdings, Inc. (OSRH) completed a business combination in February 2025 and reported consolidated assets of $185.4 million and cash of $1.58 million as of June 30, 2025, up from $341,543 at December 31, 2024, including $1,219,888 received from the business combination. Intangible assets, principally patent technology, totaled $155.6 million and goodwill was $26.4 million.

Revenue from the medical-device distribution subsidiary increased to $1.14 million for the quarter, but gross profit fell sharply to $32,782 due to a supplier contract change and inventory returned under a consignment arrangement. Operating loss widened to $(5.23) million for the quarter and net loss for the six months was $(16.62) million, which included approximately $8.5 million of merger-related costs. Current liabilities rose to $15.86 million and a derivative liability of $630,603 was recorded. Recent disclosures include a July 2025 tokenization roadmap with BCM Europe AG and a signed term sheet to acquire Woori IO (noninvasive glucose monitoring), subject to due diligence and milestone-based share issuance.