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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): September 5, 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
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
September 5, 2025, OSR Holdings, Inc. (the “Company”) received a written notice from the Listing Qualifications Department
of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company is not in compliance with the minimum bid price requirement
set forth in Nasdaq Listing Rule 5550(a)(2), because the closing bid price of the Company’s common stock has been below $1.00 per
share for 30 consecutive business days.
The
notice has no immediate effect on the listing or trading of the Company’s securities, which will continue to trade on The Nasdaq
Capital Market under the symbols “OSRH” and “OSRHW.” The Company has been provided an initial period of 180 calendar
days, or until March 4, 2026, to regain compliance. If at any time during this period the closing bid price of the Company’s common
stock is at least $1.00 for a minimum of ten consecutive business days, Nasdaq will provide written confirmation that the Company has
regained compliance.
If
the Company does not regain compliance by March 4, 2026, it may be eligible for an additional 180-day compliance period, provided that
it meets the continued listing requirements for market value of publicly held shares and all other initial listing standards for The
Nasdaq Capital Market (other than the bid price requirement), and provides written notice to Nasdaq of its intent to cure the deficiency,
including by means of a reverse stock split if necessary. If the Company is not eligible for the second compliance period, Nasdaq will
provide notice that the Company’s securities are subject to delisting, which determination the Company may appeal.
The
Company intends to actively monitor the closing bid price of its common stock and will consider available options to regain compliance
with the Nasdaq Listing Rules.
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:
September 9, 2025
| |
OSR
HOLDINGS, INC. |
| |
|
|
|
| |
By: |
/s/
Kuk Hyoun Hwang |
| |
|
Name: |
Kuk
Hyoun Hwang |
| |
|
Title: |
Chief
Executive Officer |
