[8-K] OSR Holdings, Inc. Reports Material Event

Rhea-AI Filing Summary

OSR Holdings, Inc. (Nasdaq: OSRH) filed a Form 8-K to disclose that independent director Sang Hyun Kim resigned from the Board of Directors effective June 26 2025. The company states the resignation "was not the result of any dispute or disagreement" concerning its operations, policies, or practices. No other management changes, financial results, or strategic actions were reported.

• Event date: June 26 2025 (reported July 2 2025)
• Affected position: Independent director seat now vacant
• Reason given: Personal resignation, no disputes cited

No compensatory arrangements, replacement plans, or additional board changes were included in the filing.

Positive

• No disputes disclosed: The company states the resignation was not due to disagreements, limiting potential governance red flags.

Negative

• Independent director vacancy: The Board loses an independent member, reducing oversight until a successor is appointed.

Insights

Corporate Governance Expert

TL;DR: Neutral impact—independent director exit without dispute; minor governance gap until vacancy filled.

The departure of Sang Hyun Kim removes one independent voice from OSR Holdings’ board but, critically, the company confirms there was no disagreement. This limits reputational risk and suggests the exit is personal rather than indicative of deeper issues. From an investor standpoint, the immediate effect is largely procedural: Nasdaq rules require a majority of independent directors; investors should monitor how promptly the Board appoints a qualified replacement. Absent further context, the event is not financially material but does warrant tracking for governance continuity.

false 0001840425 0001840425 2025-06-26 2025-06-26 0001840425 OSRH:CommonStockParValue0.0001PerShareMember 2025-06-26 2025-06-26 0001840425 OSRH:RedeemableWarrantsExercisableForSharesOfCommonStockAtExercisePriceOf11.50PerShareMember 2025-06-26 2025-06-26 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): June 26, 2025

OSR HOLDINGS, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware		001-41390		85-5052822
(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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers

On June 26, 2025, Sang Hyun Kim provided notice of his resignation as a member of the Board of Directors (the “Board”), including his role as an independent director of OSR Holdings, Inc. (the “Company”). Mr. Kim’s resignation took immediate effect and was not the result of any dispute or disagreement with the Company on any matter relating to its operations, policies or practices.

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: July 2, 2025

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

2

FAQ

What event did OSR Holdings (OSRH) report in its latest 8-K?

The filing reports the resignation of independent director Sang Hyun Kim effective June 26 2025.

Was there any disagreement linked to the director’s resignation?

No. The company states the resignation was not the result of any dispute or disagreement with OSR Holdings.

When did the resignation of Sang Hyun Kim take effect?

The resignation became effective immediately on June 26 2025.

Does the 8-K include financial results or transactions?

No. The filing solely addresses the board resignation and contains no financial or transactional updates.

What securities does OSR Holdings list on Nasdaq?

Common stock (OSRH) and redeemable warrants (OSRHW) are listed on The Nasdaq Stock Market LLC.