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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):
October 23, 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 3.01. Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
As previously disclosed, trading in the common
stock and warrants of OSR Health, Inc. (the “Company”) on The Nasdaq Stock Market LLC (“Nasdaq”) was suspended
effective at the open of trading on August 26, 2026, due to the Company’s non-compliance with the minimum bid price requirement
set forth in Nasdaq Listing Rule 5550(a)(2), and the Company requested a hearing before the Nasdaq Hearings Panel (the “Panel”).
On October 23, 2026, the Company received a written
decision from the Panel denying the Company’s request for continued listing and determining to delist the Company’s securities
from Nasdaq. The Company’s securities continue to be quoted on the over-the-counter market under the symbols “OSRH”
and “OSRHW.” The Company is evaluating its options.
Item 7.01. Regulation FD Disclosure.
On October 28, 2026, the Company issued a press
release providing an update to shareholders following the Panel’s decision. 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, including Exhibit
99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific
reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release of OSR Health, Inc., dated October 28, 2026. |
| 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 28, 2026
| |
OSR HEALTH, INC. |
| |
|
| |
By: |
/s/
Kuk Hyoun Hwang |
| |
|
Name: |
Kuk Hyoun Hwang |
| |
|
Title: |
Chief Executive Officer |
Exhibit 99.1
OSR Health Provides Shareholder Update Following Nasdaq Panel Decision
Company evaluating options to regain compliance; further update
expected by November 6, 2026; $15 million VXM01 funding mechanism remains in place; committed to continuing Shareholder Loyalty Program
BELLEVUE, Wash., October 28, 2026 – OSR Health, Inc. (OTC:
OSRH) (“OSR Health” or the “Company”), a global healthcare holding company, today provided an update to shareholders
following the decision of the Nasdaq Hearings Panel to delist the Company’s securities from The Nasdaq Stock Market.
Nasdaq decision
On October 23, 2026, the Nasdaq Hearings Panel determined to delist
the Company’s securities for non-compliance with Nasdaq’s $1.00 minimum bid price requirement. The Company’s common
stock has been quoted on the over-the-counter market under the symbol “OSRH” since trading on Nasdaq was suspended on August
26, 2026. The Panel’s decision does not affect the Company’s status as an SEC-reporting company.
Throughout the compliance process, the Company chose not to pursue
a reverse stock split. The Company believed that its share price should reflect the progress of its business rather than a change in share
count, and it sought instead to regain compliance through organic value-creating initiatives.
“In our Hub-and-Spoke business structure, the listed status of the Hub matters, and we are evaluating our pathway to regaining our
listing,” said Peter Hwang, Chief Executive Officer of OSR Health. “We remain focused on advancing our pipeline, securing
our funding, and returning to a national exchange on the strength of our business.”
Path back to a national exchange
Returning to a national securities exchange remains a priority. The
Company is evaluating a range of options to regain compliance with applicable listing standards, including strategic and corporate alternatives,
and intends to provide a further update on its plan on or before November 6, 2026.
$15 million VXM01 funding mechanism
The Company’s $15 million equity put option against BCM Europe
AG under the Global Exclusive License Agreement for VXM01 remains in place. As amended on October 15, 2026, it may also be settled through
the issuance of convertible notes for an equal amount of the principal ($15 million) at fixed conversion prices of approximately $2.00
to $5.00 per share.
Shareholder Loyalty CVR Program
Reflecting its commitment to long-term shareholders, the Company intends
to seek to continue its Shareholder Loyalty CVR Program for enrolled holders, including by amending the CVR Agreement so that price thresholds
are measured on the principal market on which its common stock is then listed or quoted. Enrolled holders will be updated as this progresses.
Pipeline development continues
Development continues across the Company’s portfolio, including
VXM01, Vaximm’s oral T-cell immunotherapy, for which Vaximm is currently preparing a publication of its new data analysis on the
completed Phase 2a trial in glioblastoma; Darnatein’s regenerative protein programs, which continue to be the subject of licensing
discussions with a potential licensee; and Woori IO’s noninvasive glucose monitoring technology, with numerous parties from around
the globe having expressed an interest in potential partnerships.
“We thank our shareholders for their patience and resilience
through this process,” said Tim Smith, Head of Investor Relations at OSR Health. “Our current trading venue may have changed,
but our mission has not. We continue to build the business and pursue potential partnerships, we remain fully SEC-reporting, and we look
forward to updating shareholders by November 6 on our plan to regain a national securities exchange listing.”
About OSR Health, Inc.
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.
Investor Contact
OSR Health, Inc.
Investor Relations
ir@osr-health.com
Forward-Looking Statements
This press release
contains forward-looking statements, including statements regarding the Company’s evaluation of options to regain compliance with
listing standards and the timing of any further update, its plans to seek to return to a national securities exchange, the availability
of funding under its agreements with BCM Europe AG, the continuation of its Shareholder Loyalty Program, and the development of its product
candidates. These statements involve risks and uncertainties that could cause actual results to differ materially, including the outcome
of any option the Company may pursue, the Company’s ability to satisfy listing standards, the ability of BCM Europe AG or a designated
purchaser to fund its obligations, the Company’s ability to amend the CVR Agreement on acceptable terms, and the other risks described
in the Company’s SEC filings. The Company undertakes no obligation to update these statements except as required by law.
