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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
July 31, 2026
(Exact Name of Registrant as Specified in Charter)
| Delaware |
|
001-41390 |
|
84-5052822 |
| (State or Other Jurisdiction |
|
(Commission File Number) |
|
(IRS Employer |
| of Incorporation) |
|
|
|
Identification No.) |
| 10900 NE 4th Street, Suite 2300, Bellevue, WA |
|
98004 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code (425) 635-7700
| Not Applicable |
| (Former Name or Former Address, if Changed Since Last Report) |
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) |
Securities registered pursuant to Section
12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on
which registered |
| Common stock, par value $0.0001 per share |
|
OSRH |
|
The Nasdaq Stock Market LLC |
| Redeemable warrants, exercisable for shares of common stock at an exercise price of $11.50 per share |
|
OSRHW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
Item 7.01 Regulation FD Disclosure.
On July 31, 2026, OSR Health, Inc. (the “Company”) issued
a press release announcing that The Nasdaq Stock Market LLC (“Nasdaq”) stated in a verbal communication with the Company that
the Company’s Shareholder Loyalty Contingent Value Rights (“CVR”) program will 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 of
common stock to enrolled holders under the program.
Nasdaq’s position described above 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 CVR program or of an investment in the Company’s securities, and it does not address the separate securities-law requirements
applicable to the distribution of the CVRs and the delivery of shares thereunder, which remain subject to the Company’s ongoing
regulatory process as previously disclosed.
A copy of the press release is furnished herewith as Exhibit 99.1.
The information furnished pursuant to this Item 7.01 (including Exhibit
99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall
it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as expressly set forth by
specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT INDEX
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release, dated July 31, 2026, titled “OSR Health Secures Nasdaq Communication: Loyalty CVR Program Will Not Trigger a Price Adjustment” |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: July 31, 2026
| |
OSR HEALTH, INC. |
| |
|
|
|
| |
By: |
/s/ Kuk Hyoun Hwang |
| |
|
Name: |
Kuk Hyoun Hwang |
| |
|
Title: |
Chief Executive Officer |
Exhibit 99.1
OSR Health Secures Nasdaq Communication: Loyalty CVR Program Will
Not Trigger a Price Adjustment
Bellevue, WA — July 31, 2026 — OSR Health, Inc.
(NASDAQ: OSRH) (“OSR Health” or the “Company”) today announced that The Nasdaq Stock Market (“Nasdaq”)
stated in a verbal communication with the Company that the Company’s Shareholder Loyalty Contingent Value Rights (CVR) program
will not result in any mechanical adjustment to the price of OSR Health’s common stock — either upon the distribution of
the CVRs or upon the delivery of additional shares of common stock to enrolled holders under the program.
What this means for shareholders:
| ● | No mechanical price adjustment. Nasdaq will not apply an ex-date or other downward adjustment to the OSRH share price in connection
with the CVR distribution or the delivery of additional shares. |
| ● | Purely additive. Enrolled holders receive additional shares at no cost as the program’s price milestones are met. |
| ● | Market-determined value. The value of OSRH shares will be set by the market — not adjusted by the exchange. |
| ● | Record date: August 14, 2026. Hold your shares by this date to be eligible. |
“This communication with Nasdaq provides clarity on an important
structural question about our CVR Program,” said Peter Hwang, CEO of OSR Health. “Investors who enroll and hold will receive
additional shares – and the value of those shares will be determined entirely by the market’s assessment of what we are building,
not by any mechanical “ex date” adjustment. The communication affirms that our loyalty program is additive, and gives shareholders
clarity as they approach the August 14 record date.”
Under the Shareholder Loyalty CVR program, shareholders of record as
of the Record Date, August 14, 2026 who complete Enrollment are eligible to receive one CVR for each share of OSRH common stock held.
Enrolled shareholders who hold their shares continuously are eligible to receive additional shares of common stock, at no cost, as defined
closing-price thresholds are met at four measurement dates over the following twelve months. Details of the program, eligibility, and
enrollment instructions for both U.S. and non-U.S. shareholders are available at www.osr-health.com/loyaltyprogram
The reference to Nasdaq’s position described above 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 program or of an investment in OSRH, and it does not address the separate securities-law requirements applicable
to the distribution of the CVRs and the delivery of shares, which remain subject to the Company’s ongoing regulatory process as
previously disclosed.
“Our priority now is making enrollment as clear and straightforward as possible, so that every eligible shareholder is positioned
to reap the full benefit of this innovative program should its price milestones be reached,” said Tim Smith, Head of Investor Relations
at OSR Health. “We don’t want a single shareholder who wishes to participate to miss out over a process step. We’re
here to help maximize participation for the shareholders who believe in what we’re building.”
About OSR Health
OSR Health, Inc. (NASDAQ: OSRH) is a global healthcare holding company dedicated to advancing biomedical innovations in health and
wellness. Through its subsidiaries, OSR Holdings engages in immuno-oncology, regenerative biologics, and medical device technologies to
improve health outcomes worldwide. Learn more at www.osr-health.com
Investor Contact
OSR Health, Inc.
Investor Relations
ir@osr-health.com
Forward-Looking Statements
This press release contains forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the Shareholder
Loyalty CVR program, its treatment by Nasdaq, and the potential delivery of additional shares. These statements are subject to risks
and uncertainties, including the satisfaction of the program’s holding-period and price conditions, the outcome and timing of the
Company’s separate securities-law and regulatory processes, the Company’s continued listing on Nasdaq, and other factors
described in the Company’s filings with the SEC. Actual results may differ materially. The Company undertakes no obligation to
update any forward-looking statement except as required by law. This release does not constitute an offer to sell or a solicitation of
an offer to buy any securities.
