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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):
March 27, 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 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 |
