OSRH, Vaximm ink non-binding VXM01 license term sheet with BCM Europe

Rhea-AI Filing Summary

OSR Holdings, Inc. (OSRH)BCM Europe AG, the company’s largest shareholder. The term sheet covers the potential global license of Vaximm’s VXM01 oral cancer immunotherapy platform and includes an exclusivity period for negotiations and certain binding provisions.

According to the related press release, the contemplated license could provide $20 million upfront and up to $815 million in milestone payments, if a definitive agreement is ultimately signed and completed. The current term sheet itself is not a final contract and does not yet impose material obligations on OSR Holdings.

Insights

Biopharma licensing and corporate finance analyst

OSRH announces a non-binding term sheet for a major VXM01 license.

OSR Holdings highlights that Vaximm AG has entered a non-binding global license agreement term sheet with BCM Europe AG for the VXM01 oral cancer immunotherapy platform. The related press release describes a potential structure with $20,000,000 upfront and up to $815,000,000 in milestones if a definitive agreement is reached and completed. This framework suggests substantial prospective value around VXM01, but only at the term-sheet stage.

The term sheet includes an exclusivity period and some binding provisions, yet explicitly "does not constitute a definitive agreement" and "does not impose material obligations" on OSR Holdings at this stage. Any financial impact will depend on negotiating and executing a final global license agreement on the contemplated terms. Subsequent company disclosures would need to confirm a signed definitive license before the economics outlined in the press release become operative.

11/25/2025 - 10:56 AM

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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): November 21, 2025

OSR HOLDINGS, 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 November 21, 2025, the Company issued a press release announcing that its Swiss-based subsidiary, Vaximm AG, entered into a global license term sheet with BCM Europe AG for the VXM01 oral immunotherapy platform. 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 and Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act.

Item 8.01. Other Events

On November 21, 2025, Vaximm AG, a Swiss-based subsidiary of OSR Holdings, Inc., entered into a non-binding Global License Agreement Term Sheet with BCM Europe AG (“BCME”), the largest shareholder of the Company.

The Term Sheet outlines the principal terms under which Vaximm and BCME intend to negotiate a definitive global license agreement relating to the Company’s VXM01 oral cancer immunotherapy platform. The Term Sheet includes an exclusivity period for negotiations and certain binding provisions, but does not constitute a definitive agreement and does not impose material obligations on the Company at this stage.

A copy of the Term Sheet is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

EXHIBIT INDEX

Exhibit No.		Description
10.1		Global License Agreement Term Sheet, dated November 21, 2025, between Vaximm AG and BCM Europe AG
99.1		Press Release dated November 21, 2025 titled “Vaximm AG, an OSR Company, Enters Term Sheet With BCM Europe for Potential VXM01 License with $20M Upfront and Up to $815M in Milestones.”
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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: November 25, 2025

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

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FAQ

What did OSR Holdings (OSRH) announce regarding the VXM01 platform?

OSR Holdings reported that its Swiss subsidiary, Vaximm AG, entered into a non-binding Global License Agreement Term Sheet with BCM Europe AG for the company’s VXM01 oral cancer immunotherapy platform.

Who is BCM Europe AG in relation to OSR Holdings (OSRH)?

BCM Europe AG is identified as the largest shareholder of OSR Holdings, Inc., and is the counterparty to the term sheet for the potential global license of the VXM01 platform.

What are the potential financial terms mentioned for the VXM01 license?

The related press release, filed as Exhibit 99.1, describes a potential VXM01 license with $20 million upfront and up to $815 million in milestone payments, reflecting the contemplated economics if a definitive agreement is completed.

Is the VXM01 global license agreement with BCM Europe AG already final?

No. The company states that the Global License Agreement Term Sheet "does not constitute a definitive agreement" and "does not impose material obligations" on OSR Holdings at this stage.

What is the significance of the exclusivity period in the VXM01 term sheet for OSRH?

The term sheet includes an exclusivity period for negotiations, meaning Vaximm and BCM Europe AG intend to negotiate a definitive global license agreement under the outlined principal terms during that period.

Which exhibits were filed with this OSRH Form 8-K?

OSR Holdings filed Exhibit 10.1, the Global License Agreement Term Sheet dated November 21, 2025, and Exhibit 99.1, a press release titled “Vaximm AG, an OSR Company, Enters Term Sheet With BCM Europe for Potential VXM01 License with $20M Upfront and Up to $815M in Milestones.”