What risks related to the Shareholder Loyalty CVR program does OSR Health (OSRH) highlight?

OSR Health notes risks including the outcome and timing of its pending SEC no-action request, Nasdaq’s ultimate position on the program, satisfaction of holding-period and price conditions, the company’s continued Nasdaq listing, and other factors described in its SEC filings.

OSR Health (NASDAQ: OSRH) clarifies Nasdaq stance on loyalty CVR program

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

OSR Health, Inc. issued a clarification about earlier statements describing Nasdaq’s views on its Shareholder Loyalty Contingent Value Rights (CVR) program. The company explained that language in its July 31, 2026 release should not be read as implying Nasdaq has approved or endorsed the CVR program.

OSR Health stated that Nasdaq’s prior feedback was a preliminary, verbal response limited to a technical question about whether the CVR program would trigger a mechanical stock price adjustment, such as an ex-date adjustment, and that Nasdaq has expressed no definitive opinion on the program more broadly. The clarification confirms that the previously announced August 14, 2026 record date for the Shareholder Loyalty CVR program remains unchanged.

Filing Explained

The company says the CVR program remains subject to a pending SEC no-action request, Nasdaq’s ultimate position, and holding-period and price conditions; the filing does not establish that those matters are resolved.

8-K Event Classification

2 items: 7.01, 9.01

2 items

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.

Key Figures

Common stock par value: $0.0001 per share Warrant exercise price: $11.50 per share CVR program record date: August 14, 2026 +2 more

5 metrics

Common stock par value $0.0001 per share Par value of OSR Health common stock listed on Nasdaq

Warrant exercise price $11.50 per share Redeemable warrants exercisable for shares of common stock

CVR program record date August 14, 2026 Record date for the Shareholder Loyalty CVR Program remains unchanged

Clarification date August 7, 2026 Date OSR Health issued the clarification and furnished the 8-K

Prior press release date July 31, 2026 Date of the earlier press release being clarified

Key Terms

Shareholder Loyalty Contingent Value Rights, ex-date adjustment, no-action request, forward-looking statements, +1 more

5 terms

Shareholder Loyalty Contingent Value Rights financial

"the Company’s Shareholder Loyalty Contingent Value Rights (CVR) program"

ex-date adjustment financial

"whether the program would result in a mechanical adjustment ... such as an ex-date adjustment"

Ex-date adjustment is the change made to a stock price, index level, or related contracts on the ex-dividend, ex-rights, or other corporate-action date to reflect the value being paid out or redistributed (for example a cash dividend, stock dividend, or split). It matters to investors because it preserves fair comparisons and accounting — like removing the value of a coupon from a product's sticker price so the listed price reflects what remains after the payout.

no-action request regulatory

"the outcome and timing of the Company’s pending SEC no-action request"

A no-action request is a formal letter sent to a government regulator asking whether the regulator will refrain from recommending enforcement or legal action against a planned activity; it asks for written assurance that the regulator will not object if the company goes ahead. Investors care because a favorable response reduces legal and regulatory uncertainty—similar to asking a referee if a planned play is allowed—making a deal or product launch less risky and more likely to proceed.

forward-looking statements regulatory

"This press release contains forward-looking statements, including statements regarding the Shareholder Loyalty CVR Program"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

holding-period conditions financial

"the satisfaction of the program’s holding-period and price conditions"

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Understanding 8-K Material Events →

Available on EDGAR 08/07/2026 - 03:33 PM Accepted by SEC EDGAR 08/07/2026 - 03:32 PM

FAQ

What did OSR Health (OSRH) clarify about Nasdaq’s view of its Shareholder Loyalty CVR program?

OSR Health clarified that prior wording should not suggest Nasdaq approved or endorsed its Shareholder Loyalty CVR program. Nasdaq’s earlier input was only a preliminary, verbal response on a technical question about stock price adjustments, not a broader judgment on the program.

Has Nasdaq approved OSR Health’s (OSRH) Shareholder Loyalty CVR program?

No. OSR Health stated that Nasdaq has not expressed any definitive opinion approving or endorsing the Shareholder Loyalty CVR program. Nasdaq’s earlier communication was limited to whether the program would cause a mechanical stock price adjustment, such as an ex-date adjustment.

What is the record date for OSR Health’s (OSRH) Shareholder Loyalty CVR program?

The record date for OSR Health’s Shareholder Loyalty CVR program remains August 14, 2026. The company emphasized that this clarification regarding Nasdaq’s communication does not change the previously announced record date or the basic timing of the loyalty program.

Did OSR Health (OSRH) change any dates for its Shareholder Loyalty CVR program in this update?

No. OSR Health specifically stated that the clarification does not change the previously announced August 14, 2026 record date for the Shareholder Loyalty CVR program. Program details, eligibility, and enrollment information continue to be available on the company’s website.

Where can OSR Health (OSRH) shareholders find more information about the loyalty CVR program?

OSR Health states that program details, eligibility, and enrollment information for the Shareholder Loyalty CVR program remain available at www.osr-health.com/loyaltyprogram. The company also indicates it will update shareholders as matters related to the program progress.

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 7, 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 7.01 Regulation FD Disclosure.

On August 7, 2026, OSR Health, Inc. (the “Company”) issued a press release providing clarification regarding its previously issued press release dated July 31, 2026 concerning communications with The Nasdaq Stock Market LLC (“Nasdaq”) and the Company’s Shareholder Loyalty Contingent Value Rights (“CVR”) program.

The Company clarified that statements in the July 31, 2026 press release regarding Nasdaq’s communication should not be interpreted as indicating that Nasdaq has approved or endorsed the CVR program. Nasdaq’s earlier communication was a preliminary, verbal indication limited to the technical question of whether the program would result in a mechanical adjustment to the price of the Company’s common stock, such as an ex-date adjustment. Other than with respect to that limited technical question, Nasdaq has not expressed any definitive opinion regarding the CVR program.

The clarification does not change the Company’s previously announced August 14, 2026 record date for the CVR program.

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 August 7, 2026, titled “OSR Health Issues Clarification Regarding Prior Nasdaq Communication and Shareholder Loyalty CVR Program”
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: August 7, 2026

OSR HEALTH, INC.

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

Exhibit 99.1

OSR Health Issues Clarification Regarding Prior Nasdaq Communication and Shareholder Loyalty CVR Program

BELLEVUE, WA / ACCESS Newswire / August 7, 2026 / OSR Health, Inc. (NASDAQ: OSRH) (“OSR Health” or the “Company”) today issued a clarification regarding its press release dated July 31, 2026 concerning the Nasdaq Stock Market (“Nasdaq”) and the Company’s Shareholder Loyalty CVR Program.

The Company is clarifying that the statement in the prior release, “The communication affirms that our loyalty program is additive and gives shareholders clarity,” should not be interpreted as indicating that Nasdaq has approved or endorsed the Shareholder Loyalty CVR Program.

Nasdaq’s earlier communication was a preliminary, verbal indication limited to the technical question of whether the program would result in a mechanical adjustment to the price of OSRH common stock (such as an ex-date adjustment). Other than that, Nasdaq has not expressed any definitive opinion regarding the program.

This clarification does not change the Company’s previously announced August 14, 2026 record date for the Shareholder Loyalty CVR Program. Program details, eligibility, and enrollment information remain available at www.osr-health.com/loyaltyprogram.

The Company will update shareholders as matters progress.

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 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 Shareholder Loyalty CVR Program and the Company’s regulatory and securities-law processes. These statements are subject to risks and uncertainties, including the outcome and timing of the Company’s pending SEC no-action request, Nasdaq’s ultimate position on the program, the satisfaction of the program’s holding-period and price conditions, the Company’s continued listing on Nasdaq, and other factors described in the Company’s SEC filings. 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 to buy any securities.

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Press Releases

EX-99.1 PRESS RELEASE, DATED AUGUST 7, 2026, TITLED "OSR HEALTH ISSUES CLARIFICATION REG 4.9 KB