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Nasdaq to halt OSR Health (NASDAQ: OSRH) trading after rule breach

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

OSR Health, Inc. (symbol OSRH) disclosed that Nasdaq has issued a Staff Determination to delist its common stock and warrants from the Nasdaq Capital Market for failure to meet the $1.00 minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2). Nasdaq plans to suspend trading in OSRH common stock and warrants at the opening of business on August 26, 2026, and to file a Form 25-NSE to remove the securities from listing and registration.

The company intends to request a hearing before a Nasdaq Independent Hearings Panel under the Nasdaq Listing Rule 5800 Series. A timely hearing request is expected to stay the filing of the Form 25-NSE, but will not stay the trading suspension. OSR Health highlights recent trading activity, including approximately 370 million and 145 million shares traded on August 17 and 18, 2026, respectively, versus a public float of about 18.5 million shares, and notes its share price reached an intraday high of $0.84 on August 18, still short of the $1.00 compliance level.

Positive

  • None.

Negative

  • Nasdaq has issued a Staff Determination to delist OSR Health’s common stock and warrants from the Nasdaq Capital Market for failing the $1.00 minimum bid price requirement.
  • Trading in OSR Health’s securities is scheduled to be suspended on August 26, 2026, and a Form 25-NSE will be filed to remove them from Nasdaq listing and registration if the appeal is unsuccessful.
  • OSR Health has been in non-compliance since September 5, 2025 and did not regain the minimum bid price during two consecutive 180-day compliance periods ending August 31, 2026.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities
The company received a delisting notice or transferred its listing to a different exchange.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Par value per share $0.0001 per share Common stock par value
Warrant exercise price $11.50 per share Exercise price for redeemable warrants exercisable for common stock
Minimum bid price requirement $1.00 per share Nasdaq Listing Rule 5550(a)(2) minimum closing bid price
Public float 18.5 million shares Approximate public float of OSRH cited in the press release
Volume on August 17, 2026 370 million shares Approximate trading volume; ranked #1 in Most Active Share Volume on Nasdaq
Volume on August 18, 2026 145 million shares Approximate trading volume; ranked #3 in Most Active Share Volume on Nasdaq
Intraday high before deadline $0.84 per share OSRH intraday high on August 18, 2026, below the $1.00 threshold
Scheduled trading suspension date August 26, 2026 Date Nasdaq will suspend trading in OSR Health’s securities
Staff Delisting Determination regulatory
"has received a written Staff Delisting Determination from the Nasdaq Listing Qualifications"
A staff delisting determination is a formal finding by exchange or regulatory staff that a listed security no longer meets the rules required to stay listed, similar to an official notice that a rental property no longer qualifies for occupancy. It matters to investors because it often precedes removal from the exchange, which can sharply reduce a stock’s visibility, trading liquidity and value, and may trigger urgent choices like selling, appealing the decision or seeking alternative markets.
Nasdaq Listing Rule 5550(a)(2) regulatory
"failure to regain compliance with the minimum bid price requirement of Nasdaq Listing Rule 5550(a)(2)"
Form 25-NSE regulatory
"Nasdaq will file a Form 25-NSE with the Securities and Exchange Commission"
Form 25‑NSE is an official filing used to notify the stock exchange that a company’s securities are being removed from trading on that exchange, similar to handing in a key when a shop closes. Investors care because removal ends public trading on that venue, often cutting liquidity and making it harder to buy or sell shares, which can affect a stock’s price and how quickly investors can access cash or exit positions.
Nasdaq Independent Hearings Panel regulatory
"request a hearing before the Nasdaq Independent Hearings Panel (the “Panel”)"
public float financial
"OSRH’s public float is approximately 18.5 million shares meaning the market traded"
Public float is the total number of a company's shares that are available for trading by the general public. It excludes shares held by company insiders or large stakeholders who are unlikely to sell them easily. This figure helps investors understand how much of the company's stock is actively available, which can influence its liquidity and how easily its price might change.

FAQ

Why is OSR Health (OSRH) facing delisting from Nasdaq?
OSR Health is facing delisting because its stock failed to meet Nasdaq Listing Rule 5550(a)(2), which requires a minimum $1.00 bid price. Despite two 180-day compliance periods through August 31, 2026, the company did not achieve ten consecutive trading days at or above that level.

When will trading in OSR Health (OSRH) shares be suspended on Nasdaq?
Nasdaq advised that trading in OSR Health’s common stock and warrants will be suspended at the opening on August 26, 2026. Nasdaq also plans to file a Form 25-NSE to remove the securities from listing and registration if the appeal does not succeed.

How does OSR Health (OSRH) plan to respond to Nasdaq’s delisting determination?
OSR Health intends to request a hearing before a Nasdaq Independent Hearings Panel under the Listing Rule 5800 Series. A timely request should stay the Form 25-NSE filing, delaying final delisting, but it will not prevent the scheduled trading suspension on August 26, 2026.

What recent trading activity in OSR Health (OSRH) shares does the company highlight?
OSR Health cites unusually high trading volumes: about 370 million shares on August 17, 2026, and 145 million on August 18, versus a public float of roughly 18.5 million shares. The stock reached an intraday high of $0.84 on August 18, still below the $1.00 requirement.

What are the risks to OSR Health (OSRH) investors if delisting proceeds?
If Nasdaq files the Form 25-NSE, OSR Health’s common stock and warrants will be removed from Nasdaq listing and registration. The company states there is no assurance the hearing will result in continued listing or that it will regain compliance with Nasdaq’s requirements.

How long has OSR Health (OSRH) been out of compliance with Nasdaq’s bid price rule?
OSR Health was first notified of non-compliance on September 5, 2025. It received an initial 180-day period through March 4, 2026 and a second 180-day period through August 31, 2026, but did not regain the required minimum bid price during these windows.

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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): August 19, 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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On August 19, 2026, OSR Health, Inc. (the “Company”) received a Staff Determination Letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that Nasdaq has determined to delist the Company’s common stock and warrants from the Nasdaq Capital Market.

 

As previously disclosed, the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum closing bid price of $1.00 per share. Although the Company was granted compliance periods through August 31, 2026, Nasdaq determined that the Company could not regain compliance by that date because compliance would require a closing bid price of at least $1.00 per share for a minimum of ten consecutive trading days.

 

Nasdaq advised that trading in the Company’s common stock and warrants will be suspended at the opening of business on August 26, 2026, and that Nasdaq will file a Form 25-NSE with the Securities and Exchange Commission to remove the Company’s securities from listing and registration on Nasdaq. The Company’s warrants are also subject to delisting because the underlying common stock will no longer be listed.

 

The Company intends to request a hearing before a Nasdaq Hearings Panel (the “Panel”) by 4:00 p.m. Eastern Time on August 26, 2026, pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series. Because the Company was previously granted a second 180-day compliance period, a timely hearing request will not stay the scheduled suspension of trading in the Company’s securities at the opening of business on August 26, 2026. However, a timely hearing request is expected to stay the filing of the Form 25-NSE and, therefore, the final formal delisting of the Company’s securities from listing and registration on Nasdaq, pending the issuance of the Panel’s decision.

 

If the Company does not timely request a hearing, or if the Panel does not grant the Company’s request for continued listing, Nasdaq will file the Form 25-NSE to remove the Company’s securities from listing and registration. There can be no assurance that the Company’s hearing request will result in continued listing or that the Company will regain compliance with Nasdaq’s listing requirements.

 

Item 7.01. Regulation FD Disclosure.

 

On August 19, 2026, OSR Health, Inc. (the “Company”) issued a press release announcing its receipt of the Staff Delisting Determination from the Listing Qualifications Department of The Nasdaq Stock Market LLC and its intention to request a hearing before a Nasdaq Hearings Panel. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information furnished under 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 (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be deemed incorporated by reference into 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.

 

Forward-Looking Statements

 

This Current Report on Form 8-K contains forward-looking statements within the meaning of the federal securities laws, including statements regarding the Company’s intention to request a hearing before the Panel, the anticipated suspension of trading in the Company’s securities, the potential filing of a Form 25-NSE, and the Company’s ability to regain or maintain compliance with Nasdaq’s listing requirements. These statements involve known and unknown risks and uncertainties, and actual results may differ materially. There can be no assurance that the Company will be granted a hearing, that any plan of compliance will be accepted by the Panel, or that the Company will maintain the listing of its securities on Nasdaq. The Company undertakes no obligation to update any forward-looking statements except as required by law.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
99.1   Press release issued by OSR Health, Inc., dated August 19, 2026, titled “OSR Health Receives Nasdaq Staff Delisting Determination; Intends to Request Hearings Panel Appeal.”
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

1

 

 

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: August 19, 2026

 

  OSR HEALTH, INC.
       
  By: /s/ Kuk Hyoun Hwang
    Name:  Kuk Hyoun Hwang
    Title: Chief Executive Officer

 

2

 

Exhibit 99.1

 

OSR Health Receives Nasdaq Staff Delisting Determination and Intends to Request Hearings Panel Appeal

 

BELLEVUE, WA / ACCESS Newswire / August 19, 2026 / OSR Health, Inc. (Nasdaq: OSRH) (“OSR Health” or the “Company”) today announced that it has received a written Staff Delisting Determination (the “Determination”) from the Nasdaq Listing Qualifications Department notifying the Company that its common stock and warrants are subject to delisting from The Nasdaq Capital Market as a result of the Company’s failure to regain compliance with the minimum bid price requirement of Nasdaq Listing Rule 5550(a)(2).

 

Nasdaq Hearing Request

 

The Company intends to request a hearing before the Nasdaq Independent Hearings Panel (the “Panel”) to appeal the Staff Determination, pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series. The Company believes it has a compelling case to present to the Panel based on the totality of the circumstances, including OSRH’s trading history since listing, the extraordinary market activity observed in OSRH shares on August 17 and 18, 2026 — the two trading days immediately preceding the effective compliance deadline — and the Company’s underlying business fundamentals.

 

On August 17, 2026, OSRH ranked #1 in Most Active Share Volume across all of Nasdaq, with approximately 370 million shares traded. On August 18, 2026, the Company ranked #3, with approximately 145 million shares traded. OSRH’s public float is approximately 18.5 million shares meaning the market traded the Company’s entire public float more than twenty times over in a single day. The Company’s share price reached an intraday high of $0.84 on August 18, sixteen cents from the $1.00 compliance threshold, before declining in the final hours of trading.

 

The Company believes these market dynamics, and the circumstances that contributed to the compliance shortfall, represent a compelling basis for the Panel’s consideration.

 

“The market spoke with extraordinary conviction on August 17 and 18,” said Peter Hwang, Chief Executive Officer of OSR Health. “370 million shares traded in a single day against an 18.5 million share float. We came within sixteen cents of compliance. We are requesting a Panel hearing because we believe the facts support our case, and because our shareholders, who have demonstrated their conviction in this Company so clearly, deserve nothing less than our full effort to fight for continued listing. Whatever the outcome of that process, our commitment to our shareholders does not change.”

 

Important Notice Regarding Trading:  Because the Company utilized the second 180-day compliance period under Nasdaq rules, a timely hearing request will not automatically stay the trading suspension. The Company’s common stock (OSRH) and warrants (OSRHW) will be suspended from trading on The Nasdaq Capital Market at the opening of business on August 26, 2026. The Company will provide further updates to shareholders regarding the status of its securities as developments warrant.

 

 

 

 

About the Staff Determination

 

The Company was originally notified of its non-compliance with the minimum bid price requirement on September 5, 2025, and was provided an initial 180-calendar-day compliance period through March 4, 2026. On March 5, 2026, the Company received an additional 180-calendar-day compliance period through August 31, 2026. The Staff Determination states that the Company did not regain compliance with the minimum bid price requirement during the applicable compliance period.

 

The Company intends to request a hearing before the Panel. There can be no assurance that the Panel will grant the Company’s request for continued listing or reinstatement of trading.

 

A copy of this press release is being filed as Exhibit 99.1 to a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on the date hereof.

 

About OSR Health, Inc.

 

OSR Health, Inc. (NASDAQ: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 communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the Nasdaq Hearings Panel process and anticipated outcome, the Company’s intention to request a hearing before the Panel, the anticipated suspension of trading in the Company’s securities, the Company’s ability to regain or maintain compliance with Nasdaq’s listing requirements, and the Company’s business prospects and strategic direction. Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially, including the outcome of the Nasdaq appeals process, market conditions, and other risks described in the Company’s SEC filings. The Company undertakes no obligation to update any forward-looking statement except as required by law.

 

 

Source: View Original Filing on SEC EDGAR

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