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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
(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.
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.
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 |
