OSRH signs share exchange; expected effective date Jan 12, 2026

Rhea-AI Filing Summary

OSR Holdings Inc. (NASDAQ: OSRH) announced a definitive Share Exchange Agreement for its subsidiary OSR Holdings Co., Ltd. to acquire all shares of Woori IO Co., Ltd., a South Korea-based developer of non-invasive glucose monitoring using NIRS technology. Each Woori IO share will be exchanged for 0.948832 OSRK shares, with OSRK issuing 84,338 new shares for 88,891 Woori IO shares. The aggregate transaction value is approximately KRW 15 billion (USD 10.6 million).

Woori IO has been providing technical development services to Samsung Electronics under a proof-of-concept agreement funded on a non-dilutive basis. Closing is subject to customary conditions, including Woori IO shareholder approval (target meeting date December 19, 2025) and regulatory clearances, with an expected effective date of January 12, 2026.

Per Annex 2, within three years after closing, if OSRH common stock reaches USD 10.00 per share on Nasdaq, OSRK shares received by former Woori IO holders may be exchangeable into OSR Holdings Inc. common stock at 12.96 OSRH per OSRK share, subject to applicable U.S. securities laws and Board approval.

Insights

Healthcare M&A analyst

All-stock acquisition of NIRS glucose monitor developer; contingent share swap mechanic disclosed.

OSR Holdings plans to acquire Woori IO via a share exchange valued at approximately USD 10.6 million. Consideration is in newly issued OSRK shares (84,338) at a fixed exchange ratio of 0.948832 per Woori IO share, indicating a non-cash structure that preserves cash while adding a biosensing asset focused on non-invasive glucose monitoring.

The filing notes Woori IO’s proof-of-concept services with Samsung Electronics funded on a non-dilutive basis; the amount is undisclosed. Closing remains contingent on Woori IO shareholder approval on December 19, 2025 and regulatory clearances, with an expected effective date of January 12, 2026.

Annex 2 outlines a post-closing option: within three years, if OSRH stock reaches USD 10.00, former Woori IO holders may exchange OSRK shares into OSRH at 12.96:1, subject to applicable laws and Board approval. Actual dilution/timing depends on approvals and subsequent price triggers.

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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 13, 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 1.01. Entry into a Material Definitive Agreement.

On October 13, 2025, OSR Holdings Co., Ltd. (“OSRK”), a wholly owned subsidiary of OSR Holdings Inc. (NASDAQ: OSRH, the “Company”), entered into a Share Exchange Agreement (the “Agreement”) with Woori IO Co., Ltd. (“WORIO”). Under the Agreement, OSRK will acquire all issued and outstanding shares of WORIO through a comprehensive share exchange under the Korean Commercial Act, and WORIO will become a wholly owned subsidiary of OSRK and indirectly of the Company.

WORIO is a South Korea-based medical-device company developing non-invasive biosensing technology for glucose monitoring and related health parameters. Its proprietary near-infrared spectroscopy (NIRS) platform aims to enable needle-free continuous glucose monitoring for diabetes patients. Of particular note, WORIO has been providing technical development services to Samsung Electronics (“Samsung”) under a Non-invasive Blood Glucose Monitor PoC Development Services Agreement(“Service Agreement”) pursuant to which Samsung provided WORIO with a certain amount of non-dilutive funding. The details of such funding will not be disclosed in order to protect Samsung’s business confidentiality. This Service Agreement serves as the basis for WORIO to conduct the trials to test the Proof of Concept of WORIO’s NIRS technologies in monitoring and collecting data on blood glucose levels of the patients who participated in the trials. These programs, conducted under the Service Agreement, provide collaborative support for product validation and pilot testing of WORIO’s non-invasive glucose monitoring devices.

Each WORIO share will be exchanged for 0.948832 OSRK shares, and OSRK will issue 84,338 new shares in total to the existing WORIO shareholders in exchange for their 88,891 WORIO shares. The aggregate transaction value is approximately KRW 15 billion (USD 10.6 million).

The closing of the transaction is subject to customary conditions including shareholder approval by WORIO (target meeting date December 19, 2025) and regulatory clearances. The effective date of the share exchange is expected to be January 12, 2026.

Under Annex 2 of the Agreement, if within three years after closing the Company’s common stock reaches USD 10.00 per share on NASDAQ, the OSRK shares received by former WORIO shareholders may be exchanged for OSR Holdings Inc. common stock at a ratio of 12.96 OSRH shares for each OSRK share, subject to applicable U.S. securities laws and Board approval. A copy of Annex 2 of the Agreement is filed as Exhibit 2.1A and incorporated herein by reference.

Item 7.01. Regulation FD Disclosure

On October 14, 2025, the Company issued a press release announcing the execution of the definitive agreement to acquire Woori IO Co., Ltd. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

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Item 9.01. Financial Statements and Exhibits

(d) Exhibits

EXHIBIT INDEX

Exhibit No.		Description
2.1A		Annex 2 (Conditions for Exchange into OSR Holdings Inc. Shares), excerpted from the Share Exchange Agreement dated October 13, 2025, by and among OSR Holdings Co., Ltd. and Woori IO Co., Ltd. (only Annex 2 included; all other portions omitted pursuant to Item 601(b)(2) of Regulation S-K)
99.1		Press Release dated October 14, 2025 titled “OSR Holdings Signs Definitive Agreement to Acquire Woori IO, a Pioneer in Noninvasive Glucose Monitoring with Potential to Transform Diabetes Care.”
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Certain portions of the Share Exchange Agreement relating solely to OSR Holdings Co., Ltd. and Woori IO Co., Ltd. have been omitted as they are not material to OSR Holdings Inc. and would likely cause competitive harm if disclosed. OSR Holdings Inc. agrees to furnish supplementally a copy of any omitted portions to the Securities and Exchange Commission upon request.

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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: October 16, 2025

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

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FAQ

What transaction did OSRH (NASDAQ: OSRH) announce?

OSR Holdings Co., Ltd. agreed to acquire all shares of Woori IO Co., Ltd. via a share exchange, making Woori IO a wholly owned subsidiary.

What is the value and structure of the OSRH–Woori IO deal?

The aggregate value is approximately KRW 15 billion (USD 10.6 million), paid in newly issued OSRK shares at a fixed exchange ratio.

What are the key exchange ratios and share counts disclosed?

Each Woori IO share will be exchanged for 0.948832 OSRK shares; OSRK will issue 84,338 new shares for 88,891 Woori IO shares.

What approvals and dates are tied to closing?

Closing requires Woori IO shareholder approval (target meeting date December 19, 2025) and regulatory clearances. The effective date is expected January 12, 2026.

What is the Samsung relationship mentioned for Woori IO?

Woori IO has a PoC development services agreement with Samsung Electronics with non-dilutive funding; the funding amount is not disclosed.

Is there a contingent exchange into OSR Holdings Inc. common stock?

Yes. Within three years after closing, if OSRH reaches USD 10.00 per share, former Woori IO holders may exchange OSRK into OSRH at 12.96 OSRH per OSRK share, subject to laws and Board approval.