OSR Holdings (NASDAQ: OSRH) VXM01 license with $30.0M upfront and milestones

Rhea-AI Filing Summary

OSR Holdings, Inc. reported that its wholly owned subsidiary Vaximm AG signed a binding term sheet with BCM Europe AG for a proposed global exclusive license of the VXM01 oral cancer immunotherapy platform. Under the term sheet, once a definitive global license agreement is executed, BCM Europe AG would pay Vaximm an upfront payment of $30.0 million, split between $15.0 million in cash and $15.0 million in digital assets, plus up to $815.0 million in potential clinical, regulatory, and commercial milestone payments.

The term sheet includes binding provisions on the license grant, financial terms, and exclusivity, while the final agreement is still subject to customary conditions, including an independent third-party fairness opinion. The company also furnished a press release describing the binding term sheet and the proposed VXM01 license arrangement.

Positive

• Binding VXM01 license economics: Term sheet provides for a $30.0 million upfront payment (split between $15.0 million in cash and $15.0 million in digital assets) and up to $815.0 million in potential milestone payments upon execution of a definitive global license agreement.

Negative

• None.

Insights

Biotech licensing and capital formation analyst

Binding VXM01 license term sheet outlines $30.0M upfront and large milestone potential for OSR Holdings’ subsidiary.

The disclosure centers on Vaximm AG, a subsidiary of OSR Holdings, entering a binding term sheet with BCM Europe AG for an exclusive, worldwide, sublicensable license to the VXM01 oral cancer immunotherapy platform. The structure is typical for biotech asset licensing: an upfront payment tied to signing a definitive agreement plus downstream milestones linked to clinical, regulatory, and commercial progress.

Upon execution of the definitive agreement, Vaximm would receive an upfront $30.0 million, split equally between $15.0 million in cash and $15.0 million in digital assets, as well as up to $815.0 million in aggregate milestone payments. Actual value realization depends on successful execution of a definitive global license agreement and achievement of the specified milestones. The term sheet is described as binding on core elements but still subject to customary conditions, including an independent third-party fairness opinion, so the economic outcome ultimately hinges on completion of that process.

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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): January 13, 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 January 13, 2025, Vaximm AG, a wholly-owned subsidiary of OSR Holdings, Inc. (the “Company”), entered into a Binding Term Sheet (the “Term Sheet”) with BCM Europe AG (“BCME”), the largest shareholder of the Company, relating to a proposed global exclusive license of Vaximm’s VXM01 oral cancer immunotherapy platform.

The Term Sheet supersedes and replaces in its entirety the prior non-binding term sheet dated November 21, 2025.

Pursuant to the Term Sheet, Vaximm agreed to grant BCME an exclusive, worldwide, sublicensable license to develop and commercialize VXM01, subject to the execution of a definitive global license agreement.

Under the Term Sheet, upon execution of the definitive agreement, BCME has agreed to pay Vaximm an upfront payment of $30.0 million (comprised of $15.0 million in cash and $15.0 million in digital assets) and up to $815.0 million in aggregate clinical, regulatory, and commercial milestone payments.

The Term Sheet contains binding provisions relating to the grant of license, financial consideration, and exclusivity, and execution of the definitive agreement remains subject to customary conditions, including receipt of an independent third-party 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 7.01. Regulation FD Disclosure

On January 12, 2025, the Company issued a press release announcing that its subsidiary, Vaximm AG, received a binding term sheet from BCM Europe AG relating to a proposed global exclusive license of the VXM01 oral cancer immunotherapy platform. 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 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

EXHIBIT INDEX

Exhibit No.		Description
10.1		Global License Agreement for VXM01, dated January 13, 2026, between Vaximm AG and BCM Europe AG
99.1		Press Release dated January 12, 2026 titled “Vaximm, an OSR Company, Receives Binding Term Sheet from BCM Europe for Global Exclusive License of VXM01 with $30M Upfront and Up to $815M in Milestones”
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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 14, 2026

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

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FAQ

What major agreement did OSR Holdings (OSRH) announce regarding VXM01?

OSR Holdings reported that its wholly owned subsidiary Vaximm AG entered into a binding term sheet with BCM Europe AG for a proposed global exclusive, sublicensable license to develop and commercialize the VXM01 oral cancer immunotherapy platform, subject to a definitive global license agreement.

How much upfront payment could Vaximm receive under the VXM01 term sheet?

Under the term sheet, once a definitive agreement is executed, BCM Europe AG has agreed to pay Vaximm an upfront $30.0 million, consisting of $15.0 million in cash and $15.0 million in digital assets.

What is the total potential milestone value in the OSRH VXM01 license deal?

In addition to the upfront payment, the term sheet provides that Vaximm could receive up to $815.0 million in aggregate clinical, regulatory, and commercial milestone payments, tied to the progress and commercialization of the VXM01 platform.

Is the VXM01 license agreement between OSR Holdings and BCM Europe AG already final?

No. The companies have a binding term sheet that includes core provisions on the license grant, financial terms, and exclusivity, but execution of the definitive global license agreement remains subject to customary conditions, including an independent third-party fairness opinion.

What disclosures did OSR Holdings (OSRH) make under Regulation FD about the VXM01 deal?

OSR Holdings disclosed that on January 12, 2025 it issued a press release announcing the binding term sheet for the proposed VXM01 global exclusive license. That press release is furnished as Exhibit 99.1 and is not deemed filed for liability purposes under Section 18 of the Exchange Act.

Who is BCM Europe AG in relation to OSR Holdings?

BCM Europe AG is identified as the largest shareholder of OSR Holdings, and it is the counterparty to the binding term sheet for the proposed global exclusive license of the VXM01 platform.