OSR Holdings signs global VXM01 license term sheet

OSR Holdings, Inc. entered into a binding term sheet with BCM Europe AG for a revised global exclusive license of VXM01, with OSR Holdings added as a direct counterparty and primary recipient of economics.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

OSR Holdings, Inc. entered into a binding term sheet with BCM Europe AG for a revised global exclusive license of VXM01, with OSR Holdings added as a direct counterparty and primary recipient of economics.

Upon a definitive license agreement, Vaximm AG will grant BCME an exclusive, worldwide, sublicensable license to develop and commercialize VXM01. BCME will be responsible for up to $815.0 million in milestone payments payable directly to OSR Holdings, while OSR Holdings will provide Vaximm with a development financing facility of up to $30.0 million. Closing of a definitive agreement is subject to due diligence, board approvals, and an independent fairness opinion.

Positive

The revised VXM01 license structure includes up to $815.0 million in potential milestone payments payable directly to OSR Holdings, creating a sizeable contingent revenue opportunity.
OSR Holdings becomes a direct counterparty and primary recipient of milestone and royalty payments under the VXM01 license, potentially strengthening its long-term economic participation in the program.

Negative

None.

Insights

OSR Holdings secures large potential VXM01 milestone stream, contingent on final deal and development success.

The term sheet positions OSR Holdings as the main economic beneficiary of a revised global VXM01 license with BCM Europe AG. BCME may pay up to $815.0 million in milestones to OSR Holdings if development and commercialization milestones are met.

In parallel, OSR Holdings will offer Vaximm a development financing facility of up to $30.0 million, indicating a funding commitment to advance VXM01. Execution of a definitive agreement still requires due diligence, board approvals, and an independent fairness opinion, so actual economics depend on successful completion of these steps and future VXM01 progress.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

VXM01 milestone potential: $815.0 million Development financing facility: $30.0 million Common stock par value: $0.0001 per share +2 more

5 metrics

VXM01 milestone potential $815.0 million Maximum milestone payments BCME may pay to OSR Holdings under VXM01 license

Development financing facility $30.0 million Facility OSR Holdings will provide to Vaximm for VXM01 development

Common stock par value $0.0001 per share Par value of OSR Holdings common stock

Warrant exercise price $11.50 per share Exercise price of OSR Holdings redeemable warrants for common stock

Exhibit 10.1 date March 23, 2026 Date of Global License Agreement for VXM01 among Vaximm, OSR Holdings, and BCM Europe AG

Key Terms

Material Definitive Agreement, exclusive, worldwide, sublicensable license, milestone payments, development financing facility, +1 more

5 terms

Material Definitive Agreement regulatory

"Item 1.01. Entry into a Material Definitive Agreement On March 27, 2026"

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

exclusive, worldwide, sublicensable license financial

"Vaximm will grant, upon closing, BCME an exclusive, worldwide, sublicensable license"

milestone payments financial

"BCME will be responsible for up to $815.0 million in milestone payments"

Milestone payments are predetermined sums a company agrees to pay or receive when specific development, regulatory, or commercial goals are reached in a partnership or license deal. Think of them like progress bonuses: they turn uncertain future outcomes into conditional cash events, so investors track them as potential sources of revenue, value inflection points, and risk—payments only arrive if the agreed milestones are actually achieved.

development financing facility financial

"the Company will provide Vaximm with a development financing facility of up to $30.0 million"

independent fairness opinion regulatory

"including completion of due diligence, board approvals and receipt of an independent fairness opinion"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What agreement did OSR Holdings (OSRH) enter into regarding VXM01?

OSR Holdings entered a binding term sheet with BCM Europe AG and Vaximm AG for a revised global exclusive license of VXM01. Vaximm will grant BCME an exclusive, worldwide, sublicensable license to develop and commercialize VXM01 once a definitive agreement is executed.

How much milestone value could OSR Holdings (OSRH) receive from the VXM01 license?

BCM Europe AG will be responsible for up to $815.0 million in milestone payments payable directly to OSR Holdings. These milestones depend on achieving specified development and commercialization events after a definitive VXM01 license agreement is completed.

What financial support will OSR Holdings (OSRH) provide to Vaximm AG?

OSR Holdings will provide Vaximm AG with a development financing facility of up to $30.0 million. This facility is intended to support VXM01 development activities under the revised global license structure described in the binding term sheet.

What conditions must be met before the VXM01 license becomes definitive for OSR Holdings (OSRH)?

Execution of a definitive VXM01 license agreement requires completion of customary conditions. These include due diligence, approvals from the relevant boards of directors, and receipt of an independent fairness opinion supporting the transaction’s terms.

How does the new VXM01 term sheet change OSR Holdings’ (OSRH) role?

The revised term sheet introduces OSR Holdings as a direct counterparty alongside Vaximm and makes it the primary recipient of milestone and royalty payments. It supersedes and replaces an earlier binding term sheet between Vaximm and BCM Europe AG.

What is the nature of BCM Europe AG’s rights to VXM01 under the OSR Holdings (OSRH) term sheet?

Under the term sheet, Vaximm will grant BCM Europe AG an exclusive, worldwide, sublicensable license to develop and commercialize VXM01. These rights take effect upon closing of a definitive global license agreement between the parties.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/02/2026 - 03:46 PM

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): March 27, 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 March 27, 2026, OSR Holdings, Inc. (the “Company” or “OSRH”), together with its wholly-owned subsidiary Vaximm AG (“Vaximm”), entered into a Binding Term Sheet (the “Term Sheet”) with BCM Europe AG (“BCME”) relating to a revised global exclusive license arrangement for VXM01.

The Term Sheet supersedes and replaces in its entirety the prior binding term sheet dated January 13, 2025 between Vaximm and BCME.

Under the revised structure, the Company has been introduced as a direct counterparty to the Term Sheet alongside Vaximm and will serve as the primary recipient of milestone and royalty payments under the arrangement.

Pursuant to the Term Sheet, Vaximm will grant, upon closing of the definitive license agreement, BCME an exclusive, worldwide, sublicensable license to develop and commercialize VXM01. BCME will be responsible for up to $815.0 million in milestone payments, payable directly to the Company. In addition, the Company will provide Vaximm with a development financing facility of up to $30.0 million.

Execution of a definitive agreement remains subject to customary conditions, including completion of due diligence, board approvals and receipt of an independent fairness opinion.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Term Sheet, which is filed as Exhibit 10.1 hereto.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

EXHIBIT INDEX

Exhibit No.		Description
10.1		Global License Agreement for VXM01, dated March 23, 2026, between Vaximm AG, OSR Holdings, Inc. and BCM Europe AG
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: April 2, 2026

OSR HOLDINGS, INC.

By:	/s/ Kuk Hyoun Hwang
	Name:	Kuk Hyoun Hwang
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

EX-10.1 GLOBAL LICENSE AGREEMENT FOR VXM01, DATED MARCH 23, 2026, BETWEEN VAXIMM AG, OSR 102.3 KB

OSR Holdings signs global VXM01 license term sheet