OSR Health adds convertible-note option to VXM01 deal

Q: What is the maximum principal amount of OSRH's convertible-note option?

The option covers aggregate principal of up to $15,000,000, less amounts previously settled under the equity option. OSRH may elect to convert all or part of the unexercised equity option into this note option by written notice.

Q: What conversion prices apply to OSRH's convertible notes?

The notes would be issued in four $3,750,000 tranches, with approximate fixed conversion prices of $2.00, $3.00, $4.00 and $5.00 per share, respectively. If Nasdaq’s Minimum Price on the purchase-commitment date exceeds a tranche’s price, that tranche uses the Minimum Price. Conversion prices are not subject to reset.

If the notes do not close within 10 Business Days after the scheduled closing date, OSRH's notice is withdrawn and the elected amount returns to the equity option.

Filing Impact

(Moderate)

Filing Sentiment

(Negative)How Sentiment works

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Form Type

8-K

Rhea-AI Filing Summary

OSR Health, Inc. (OSRH) amended its VXM01 license agreement to let it elect, by written notice, to convert all or part of the unexercised equity option into notes with aggregate principal of up to $15,000,000, less amounts previously settled under that option. OSRH or an affiliate would issue the notes; BCM Europe AG (BCME) would purchase them at par or arrange a third-party purchase. The elected amount terminates under the equity option.

The notes would be issued in four $3,750,000 tranches, convertible into OSRH common stock at approximate fixed prices of $2.00, $3.00, $4.00 and $5.00 per share, respectively. If Nasdaq’s Minimum Price on the purchase-commitment date exceeds a tranche’s price, that tranche uses the Minimum Price; prices are not reset. BCME has identified a purchaser and must provide its binding commitment with or before notice. Closing is no fewer than 20 Business Days after notice. If it does not occur within 10 Business Days after the scheduled closing, the notice is deemed withdrawn, the equity option is reinstated in full as to the elected amount, and the Exercise Window is extended by the elapsed period. These rights apply whether the August 19, 2026 Nasdaq Staff delisting determination is stayed, extended, conditionally granted or followed by relisting.

Filing Explained

The original Equity Option lets OSRH require BCME to buy up to $15 million in common stock; the amendment adds a choice to settle an unexercised portion with convertible notes, creating an alternative to that stock-purchase path.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Maximum note principal: Up to $15,000,000 Note tranche size: $3,750,000 each Conversion prices: Approximately $2.00, $3.00, $4.00 and $5.00 per share +3 more

6 metrics

Maximum note principal Up to $15,000,000 Less amounts previously settled under the equity option

Note tranche size $3,750,000 each Four tranches

Conversion prices Approximately $2.00, $3.00, $4.00 and $5.00 per share Applies to the four note tranches, respectively

Minimum time to closing 20 Business Days After the Note Election Notice

Failed-closing period 10 Business Days After the scheduled closing date

Nasdaq Staff delisting determination August 19, 2026 The amendment states that the rights apply whether the determination is later stayed, extended, conditionally granted or followed by relisting

Key Terms

Convertible Note Option, Equity Option, Minimum Price, Exercise Window, +1 more

5 terms

Convertible Note Option financial

"change ... the unexercised Equity Option into a Convertible Note Option"

Equity Option financial

"require BCME to purchase up to $15,000,000 of the Company's common stock"

Minimum Price regulatory

"If the Minimum Price ... exceeds the conversion price"

The minimum price is the lowest allowable or acceptable price at which a security, share offering, product, or sale can be bought or sold. Think of it like the smallest tag on a store item that the seller will accept; for investors it sets a floor for entry or sale, affects potential returns and liquidity, and can influence demand by limiting purchases below that level.

Exercise Window financial

"the Exercise Window is extended by the period elapsed"

at par financial

"purchase such Convertible Notes at par"

At par means a financial instrument is being bought, sold, or redeemed for its face value — the amount printed on the bond, loan or share certificate — rather than at a premium or discount. For investors this signals that the market views the security’s value, interest level and credit risk as in line with its original terms; think of it like selling a concert ticket for the exact price printed on it rather than higher or lower.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is the maximum principal amount of OSRH's convertible-note option?

The option covers aggregate principal of up to $15,000,000, less amounts previously settled under the equity option. OSRH may elect to convert all or part of the unexercised equity option into this note option by written notice.

What conversion prices apply to OSRH's convertible notes?

The notes would be issued in four $3,750,000 tranches, with approximate fixed conversion prices of $2.00, $3.00, $4.00 and $5.00 per share, respectively. If Nasdaq’s Minimum Price on the purchase-commitment date exceeds a tranche’s price, that tranche uses the Minimum Price. Conversion prices are not subject to reset.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/16/2026 - 09:18 AM EDT Accepted by SEC EDGAR 10/16/2026 - 09:17 AM EDT

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): October 15, 2026

OSR HEALTH, INC.

(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 1.01. Entry into a Material Definitive Agreement.

As previously disclosed, OSR Health, Inc. (the “Company”), its wholly owned subsidiary Vaximm AG, and BCM Europe AG (“BCME”) are parties to a Global Exclusive License Agreement for VXM01, effective April 29, 2026 (the “License Agreement”), under which the Company holds a put option (the “Equity Option”) to require BCME to purchase up to $15,000,000 of the Company’s common stock.

On October 15, 2026, the parties entered into Amendment No. 1 to the License Agreement (the “Amendment”), which adds the following new Section 6.10:

6.10 Alternative Settlement (Convertible Note Option)

(a) Acknowledgment. The Parties acknowledge that the delisting determination issued by the Nasdaq Staff on August 19, 2026 is a material subsequent development affecting settlement of the Equity Option. The rights in this Section 6.10 apply whether or not that determination is later stayed, extended, conditionally granted or followed by relisting.

(b) Election. OSRH may, by written notice to BCME (the “Note Election Notice”), change all or part of the unexercised Equity Option into a Convertible Note Option, whereby OSRH, or its affiliate, shall issue Convertible Notes in an aggregate principal amount of up to $15,000,000 (less amounts previously settled under the Equity Option), and BCME shall purchase, or shall effectuate a third party to purchase, such Convertible Notes at par. The Equity Option terminates as to the elected amount.

(c) Conversion prices. The Convertible Notes shall be issued in four tranches of $3,750,000 each, convertible into OSRH common stock at fixed conversion prices of approximately $2.00, $3.00, $4.00 and $5.00 per share, respectively. If the Minimum Price (as defined in Nasdaq Rule 5635) on the date of the purchase commitment exceeds the conversion price of any tranche, that tranche’s conversion price is the Minimum Price. Conversion prices are not subject to reset.

(d) Purchaser and closing certainty. BCME has identified the purchaser and shall deliver the purchaser’s binding commitment to purchase the Convertible Notes with or before the Note Election Notice. Closing occurs no fewer than twenty (20) Business Days after the Note Election Notice. If the purchase does not close within ten (10) Business Days after the scheduled closing date, the Note Election Notice is deemed withdrawn, the Equity Option is reinstated in full as to the elected amount, and the Exercise Window is extended by the period elapsed. BCME’s obligations under the reinstated Equity Option are unaffected.

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Amendment No. 1, dated October 15, 2026, to the Global Exclusive License Agreement for VXM01, effective April 29, 2026, by and among OSR Health, Inc., Vaximm AG and BCM Europe AG.
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: October 16, 2026

OSR HEALTH, INC.

By:	/s/ Kuk Hyoun Hwang
	Name:	Kuk Hyoun Hwang
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

EX-10.1 AMENDMENT NO. 1, DATED OCTOBER 15, 2026, TO THE GLOBAL EXCLUSIVE LICENSE AGREEME 20.5 KB