OSR Holdings (NASDAQ: OSRH) swaps $2.02M warrants for secured note

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

OSR Holdings, Inc. entered into a second amendment to its equity line with White Lion GBM Innovation Fund, adding new intraday and fixed purchase mechanisms that let the company sell stock at 90% of the volume-weighted average price over defined trading periods, with threshold-price protections for certain purchases.

The company also agreed to issue a senior secured convertible promissory note with a principal amount of $1,055,555.55 to White Lion. OSR Holdings received $500,000 in cash and reduced approximately $2,019,290 of amounts outstanding under an existing warrant, effectively cancelling that warrant.

The note bears 5% annual interest, matures in nine months, and is initially convertible at the holder’s option at a $1.00 per share fixed price, with certain market-based conversion alternatives. Conversion generally cannot begin until six months after issuance and is limited by a 4.99% beneficial ownership cap, which White Lion may increase to 9.99%. The note is a senior secured obligation, backed by substantially all company assets, and was issued in a private placement relying on Securities Act exemptions.

Insights

OSR trades $2.02M warrant overhang for a secured, premium-priced convertible note.

OSR Holdings replaced about $2,019,290 of warrant exposure with a $1,055,555.55 senior secured convertible note to White Lion. The company received $500,000 in cash while eliminating a large warrant position that had been outstanding.

The note carries 5% interest, a nine‑month maturity, and an initial $1.00 per share conversion price, described as roughly a 100% premium to the $0.49 share price on April 8, 2026. A six‑month non‑conversion period and a 4.99%–9.99% beneficial ownership cap moderate immediate equity dilution, but the security is senior and secured by substantially all assets.

The amended equity line adds intraday and fixed purchase notices at 90% of volume‑weighted average price, with threshold‑price features that can reset pricing to 99% of a floor. Actual impact will depend on how actively OSR uses these facilities over the coming nine‑month note term.

8-K Event Classification

5 items: 1.01, 2.03, 3.02, 7.01, 9.01

5 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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Note principal: $1,055,555.55 Cash proceeds: $500,000 Warrant reduction: $2,019,290 +5 more

8 metrics

Note principal $1,055,555.55 Senior secured convertible promissory note principal amount

Cash proceeds $500,000 Cash received by OSR Holdings for issuing the note

Warrant reduction $2,019,290 Amount of existing warrant exposure effectively cancelled

Interest rate 5% per annum Interest on the senior secured convertible note

Maturity Nine months Time from issuance until note maturity

Conversion price $1.00 per share Fixed conversion price for common stock, subject to adjustment

Premium vs. price ≈100% premium to $0.49 Conversion price premium to most recent closing price on April 8, 2026

Ownership cap 4.99%–9.99% Beneficial ownership limitation on note conversion

Key Terms

volume-weighted average price, Senior Secured Convertible Promissory Note, beneficial ownership limitation, Regulation D, +2 more

6 terms

volume-weighted average price financial

"based on 90% of the volume-weighted average price (“VWAP”) of the Company’s common stock"

Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.

Senior Secured Convertible Promissory Note financial

"issue a Senior Secured Convertible Promissory Note in the principal amount of $1,055,555.55"

A senior secured convertible promissory note is a formal IOU a company issues that is backed by specific assets (secured), given higher priority for repayment than other debts (senior), and can be exchanged for company shares instead of cash (convertible). For investors this means the loan is safer than unsecured debt because it has collateral and repayment priority, but it also carries the potential for dilution if the lender converts the note into equity — like holding a mortgage-backed IOU that can later be swapped for ownership stakes.

beneficial ownership limitation financial

"The Note includes a beneficial ownership limitation, which generally restricts conversion"

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

Regulation D regulatory

"including Section 4(a)(2) and/or Rule 506 of Regulation D"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

Rule 144 regulatory

"shares of common stock issuable upon conversion of the Note will be subject to resale restrictions under Rule 144"

Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.

emerging growth company regulatory

"Emerging growth company Item 1.01."

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Understanding 8-K Material Events →

04/09/2026 - 09:15 AM

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): April 7, 2026

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.

Amendment No. 2 to Common Stock Purchase Agreement

On April 7, 2026, OSR Holdings, Inc. (the “Company”) entered into Amendment No. 2 to the Common Stock Purchase Agreement (the “ELOC Amendment”) with White Lion Capital, LLC, d/b/a White Lion GBM Innovation Fund (“White Lion”), which amends that certain Common Stock Purchase Agreement, dated February 25, 2025, as previously amended.

The ELOC Amendment introduces additional purchase mechanisms permitting the Company, subject to specified conditions, to deliver intraday purchase notices and fixed purchase notices to White Lion.

An intraday purchase notice allows the Company to request the purchase of shares based on 90% of the volume-weighted average price (“VWAP”) of the Company’s common stock during the applicable trading day.

A fixed purchase notice allows the Company to request the purchase of shares based on 90% of the VWAP of the Company’s common stock over the three consecutive business days immediately preceding the applicable notice date.

The amendment provides for related closing procedures and timing, including settlement generally within one business day following the applicable valuation period or notice date.

The ELOC Amendment also includes threshold price adjustment provisions applicable to certain purchase notices (excluding fixed purchase notices), pursuant to which, if the market price of the Company’s common stock falls to or below a specified threshold price during the applicable valuation period, the purchase price may be based on 99% of such threshold price, as provided in the agreement.

In addition, the ELOC Amendment revises certain defined terms, including “Purchase Notice” and “Purchase Notice Limit,” and adds new forms of purchase notices to the agreement.

Note Purchase Agreement

Also on April 7, 2026, the Company entered into a Note Purchase Agreement (the “Note Purchase Agreement”) with White Lion, pursuant to which the Company agreed to issue a Senior Secured Convertible Promissory Note in the principal amount of $1,055,555.55 (the “Note”).

In consideration for the issuance of the Note, the Company received (i) $500,000 in cash and (ii) a reduction of $2,019,290 of amounts outstanding under an existing warrant held by White Lion, resulting in such warrant having no remaining value and being effectively cancelled.

Senior Secured Convertible Promissory Note

The Note bears interest at a rate of 5% per annum and matures on the nine-month anniversary of its issuance date.

The Note is convertible, at the option of the holder, into shares of the Company’s common stock at a fixed conversion price of $1.00 per share, subject to adjustment, or, under certain conditions, at a discounted market-based conversion price.

The Note is not convertible until the six-month anniversary of its issuance date, unless an Event of Default has occurred.

The Note includes a beneficial ownership limitation, which generally restricts conversion to the extent that the holder and its affiliates would beneficially own more than 4.99% of the Company’s outstanding common stock, subject to increase to 9.99% upon notice.

The Note constitutes a senior secured obligation of the Company and is secured by substantially all of the Company’s assets. The Note also contains customary covenants, events of default, and remedies.

The Note was issued in a private placement exempt from registration under the Securities Act of 1933, as amended, and any shares of common stock issuable upon conversion of the Note will be subject to resale restrictions under Rule 144 thereunder.

General

The foregoing descriptions of the ELOC Amendment, the Note Purchase Agreement, and the Note do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, copies of which are filed as exhibits to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under “Note Purchase Agreement” and “Senior Secured Convertible Promissory Note” in Item 1.01 is incorporated herein by reference.

On April 7, 2026, the Company issued the Note in the original principal amount of $1,055,555.55, bearing interest at 5% per annum and maturing in nine months.

The Note is convertible into shares of the Company’s common stock at the option of the holder, subject to the terms described above, and is secured by substantially all assets of the Company.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth in Items 1.01 and 2.03 is incorporated herein by reference.

The issuance of the Note and the shares of common stock issuable upon conversion thereof were made in reliance upon exemptions from registration under the Securities Act of 1933, as amended, including Section 4(a)(2) and/or Rule 506 of Regulation D.

White Lion represented that it is an accredited investor, and the securities were issued without general solicitation or general advertising.

The securities described above have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption.

Item 7.01 Regulation FD Disclosure.

On April 9, 2026, OSR Holdings, Inc. (the “Company”) issued a press release announcing the entry into the Amendment No. 2 to the Common Stock Purchase Agreement and the issuance of a Senior Secured Convertible Promissory Note.

A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

EXHIBIT INDEX

Exhibit No.		Description
10.1		Amendment No. 2 to Common Stock Purchase Agreement, dated April 7, 2026 between OSR Holdings, Inc. and White Lion Capital LLC.
10.2		Note Purchase Agreement, dated April 7, 2026, between OSR Holdings, Inc. and White Lion Capital LLC.
10.3		Senior Secured Convertible Promissory Note, dated April 7, 2026, between OSR Holdings, Inc. and White Lion Capital LLC.
99.1		Press Release, dated April 9, 2026, titled “OSR Holdings Eliminates $2.02 Million Warrant Overhang with Premium-Priced Convertible Note”
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 9, 2026

OSR HOLDINGS, INC.

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

Exhibit 99.1

OSR Holdings Eliminates $2.02 Million Warrant Overhang with Premium-Priced Convertible Note

Bellevue, WA — April 9, 2026 — OSR Holdings, Inc. (NASDAQ: OSRH) (“OSR Holdings” or the “Company”) today announced a strategic transaction for capital structure optimization with White Lion GBM Innovation Fund (“White Lion”), centered on the retirement of approximately $2.02 million of warrant overhang.

Elimination of $2.02 Million Warrant Overhang

As part of the transaction, OSR Holdings has retired approximately $2.02 million of outstanding warrants by consolidating them into a newly issued convertible promissory note.

●

The Company issued a $555,555 convertible note to secure near-term liquidity to support general corporate purposes and the continued execution of strategic priorities.

●

In connection with the warrant retirement, the extinguished warrants were effectively incorporated into the note, bringing the total face value of the instrument to $1,055,555.

This structure enables OSR Holdings to eliminate a substantial source of potential dilution at a significant discount to the prior overhang value, representing a highly efficient balance sheet optimization.

Premium Conversion Price at $1.00 per Share

The convertible note is structured with a fixed conversion price of $1.00 per share, representing approximately a 100% premium to the Company’s most recent closing price of approximately $0.49 on April 8, 2026.

●

The premium conversion price reflects a shared alignment with long-term shareholder value and stands in contrast to conventional discounted convertible structures.

●

The $1.00 level is also strategically aligned with the Company’s objective of maintaining compliance with NASDAQ minimum bid requirements.

Six-Month Conversion Restriction

The note was issued as a private placement without a registration statement:

●

Accordingly, the note includes a six-month restriction on conversion, ensuring that no shares may be issued into the public float during this period.

●

This feature further supports near-term trading stability by preventing immediate dilution following the transaction.

Management Commentary

“This transaction is fundamentally about removing structural overhang and strengthening our equity story,” said Peter Hwang, CEO of OSR Holdings. “By retiring over $2 million in warrant overhang into a tightly structured instrument, we are meaningfully cleaning up our cap table. Furthermore, the $1.00 conversion price and six-month restriction demonstrate a shared commitment by our investor to stabilizing our valuation as we focus on regaining NASDAQ minimum bid compliance.”

The Company believes this transaction represents a meaningful step in optimizing its capital structure, removing technical barriers to equity performance, and securing near-term capital to advance its strategic priorities across its immunotherapy, degenerative disease, and medtech platforms.

Further details regarding this transaction will be included in the Company’s filings with the U.S. Securities and Exchange Commission.

About White Lion GBM Innovation Fund

The White Lion GBM Innovation Fund, one of Innovate GBM's core sponsors, focuses on strategic funding opportunities in glioblastoma drug development. The Innovation Fund leverages the ecosystem curated by Innovate GBM to gain insights from the GBM community—including neuro-oncologists, scientists, and patient advocacy groups—to guide capital allocation toward the most impactful opportunities.

About OSR Holdings, Inc.

OSR Holdings, Inc. (NASDAQ: OSRH) is a global healthcare holding company dedicated to advancing biomedical innovations in health and wellness. Through its subsidiaries, OSRH engages in immuno-oncology, regenerative biologics, and medical device technologies to improve health outcomes worldwide. Learn more at www.OSR-Holdings.com.

Investor Contact

OSR Holdings, Inc.

Investor Relations

ir@osr-holdings.com

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of applicable U.S. securities laws, including statements regarding the Company’s capital structure, liquidity, and expected benefits of the financing. These statements are subject to risks and uncertainties that could cause actual results to differ materially, including those described in the Company’s filings with the U.S. Securities and Exchange Commission. The Company undertakes no obligation to update any forward-looking statements, except as required by law.

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

8 documents

Press Releases

EX-99.1 PRESS RELEASE, DATED APRIL 9, 2026, TITLED "OSR HOLDINGS ELIMINATES $2.02 MILLIO 17.3 KB

OSR Holdings (NASDAQ: OSRH) swaps $2.02M warrants for secured note

Rhea-AI Filing Summary

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