OSR Holdings (OSRH) completes Woori IO share exchange deal

Rhea-AI Filing Summary

OSR Holdings, Inc. completed the acquisition of South Korea-based medical device company Woori IO Co., Ltd. (WORIO) on January 26, 2026 through a share exchange under the Korean Commercial Act. OSR Holdings’ subsidiary OSR Holdings Co., Ltd. (OSRK) acquired all issued and outstanding WORIO shares, making WORIO a wholly owned subsidiary of OSRK and an indirect subsidiary of OSR Holdings.

Each WORIO share was exchanged for 0.948832 OSRK shares, and OSRK issued an aggregate of 84,338 new shares in exchange for 88,891 WORIO shares. The transaction was completed using equity in the subsidiary, and no OSR Holdings common stock was issued. OSR Holdings plans to file any required financial statements for this acquisition by amendment within 71 days.

Insights

Equity capital markets and M&A analyst

OSR Holdings closes an all-share subsidiary-level deal for Woori IO.

OSR Holdings, via its subsidiary OSRK, has completed a share exchange to acquire all of Woori IO, a South Korea-based medical device company focused on non-invasive glucose and health parameter monitoring. The consideration was entirely in OSRK equity, with 84,338 new OSRK shares issued for 88,891 WORIO shares at a fixed exchange ratio of 0.948832 OSRK shares per WORIO share.

Structuring the deal at the subsidiary level means existing holders of OSR Holdings common stock were not directly diluted, as the company states that no OSR Holdings common shares were issued. Former WORIO shareholders now hold equity in OSRK, and WORIO becomes a wholly owned OSRK subsidiary. The economic impact for OSR Holdings will depend on the scale and performance of Woori IO’s non-invasive biosensing technology business, which is not quantified here.

The company indicates it will file required financial statements related to this acquisition within 71 days by amendment, which should provide more detail on WORIO’s assets, revenues, and earnings. Those later disclosures will help clarify how this transaction may affect OSR Holdings’ consolidated financial profile and the relative importance of its medical device subsidiaries.

false 0001840425 0001840425 2026-01-26 2026-01-26 0001840425 OSRH:CommonStockParValue0.0001PerShareMember 2026-01-26 2026-01-26 0001840425 OSRH:RedeemableWarrantsExercisableForSharesOfCommonStockAtExercisePriceOf11.50PerShareMember 2026-01-26 2026-01-26 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): January 26, 2026

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 2.01. Completion of Acquisition or Disposition of Assets

On January 26, 2026 (the “Closing Date”), OSR Holdings Co., Ltd. (“OSRK”), a subsidiary of OSR Holdings, Inc. (the “Company”), completed the share exchange transaction contemplated by the Share Exchange Agreement dated October 13, 2025 (the “Share Exchange Agreement”), by and among OSRK and Woori IO Co., Ltd. (“WORIO”), a South Korea-based medical device company developing non-invasive biosensing technology for glucose monitoring and related health parameters, as previously disclosed in the Company’s Current Report on Form 8-K filed on October 16, 2025.

Pursuant to the Share Exchange Agreement, OSRK acquired all of the issued and outstanding shares of WORIO through a comprehensive share exchange under the Korean Commercial Act, and WORIO became a wholly owned subsidiary of OSRK and an indirect subsidiary of the Company.

In accordance with the terms of the Share Exchange Agreement, each issued and outstanding share of WORIO was exchanged for 0.948832 shares of OSRK, and OSRK issued an aggregate of 84,338 newly issued shares to the former shareholders of WORIO in exchange for 88,891 WORIO shares. The acquisition was effected through the issuance of equity interests of the Company’s subsidiary, and no shares of the Company’s common stock were issued in connection with the transaction.

Item 7.01. Regulation FD Disclosure

On January 27, 2026, the Company issued a press release announcing the completion of the acquisition of Woori IO Co., Ltd., as described in Item 2.01 of this Current Report on Form 8-K. 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 pursuant to Regulation FD and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits

(a) Financial Statements of Business Acquired

As permitted by Item 9.01(a)(3) of Form 8-K, any financial statements required by this Item will be filed by amendment to this Report within 71 days following the date on which this Report is required to be filed.

(b) Pro Forma Financial Information

As permitted by Item 9.01(a)(3) of Form 8-K, any financial statements required by this Item will be filed by amendment to this Report within 71 days following the date on which this Report is required to be filed.

(d) Exhibits

Exhibit No.		Description
99.1		Press Release dated January 27, 2026, titled “OSR Holdings Completes Woori IO Acquisition, Secures Long-Term Shareholder Alignment, and Reviews Strategic Combination of Medical Device Subsidiaries.”
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: January 27, 2026

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

2

FAQ

What transaction did OSR Holdings (OSRH) complete with Woori IO?

OSR Holdings, through its subsidiary OSRK, completed a share exchange on January 26, 2026 to acquire all issued and outstanding shares of Woori IO Co., Ltd.. As a result, Woori IO became a wholly owned subsidiary of OSRK and an indirect subsidiary of OSR Holdings.

How was the Woori IO acquisition by OSR Holdings (OSRH) structured?

The acquisition was executed as a comprehensive share exchange under the Korean Commercial Act. Each Woori IO share was exchanged for 0.948832 OSRK shares, and OSRK issued an aggregate of 84,338 new shares in exchange for 88,891 Woori IO shares.

Did OSR Holdings (OSRH) issue any of its common stock for the Woori IO deal?

No. The company states that the acquisition was effected through the issuance of equity interests in its subsidiary OSRK, and that no shares of OSR Holdings’ common stock were issued in connection with the transaction.

What business does Woori IO bring to OSR Holdings (OSRH)?

Woori IO Co., Ltd. is described as a South Korea-based medical device company developing non-invasive biosensing technology for glucose monitoring and related health parameters. This adds a specialized medical device and biosensing focus to OSR Holdings’ group structure.

When will OSR Holdings (OSRH) provide financial statements for the Woori IO acquisition?

OSR Holdings indicates that any financial statements required for the Woori IO acquisition will be filed by amendment within 71 days following the date on which this report is required to be filed, in accordance with Item 9.01(a)(3).

Did OSR Holdings (OSRH) issue a press release about the Woori IO acquisition?

Yes. On January 27, 2026, OSR Holdings issued a press release titled “OSR Holdings Completes Woori IO Acquisition, Secures Long-Term Shareholder Alignment, and Reviews Strategic Combination of Medical Device Subsidiaries.” It is furnished as Exhibit 99.1.