OSR Holdings (NASDAQ: OSRH) secures direct ownership of VXM01 IP

Rhea-AI Filing Summary

OSR Holdings, Inc. reported that it entered into an Asset Purchase Agreement with its indirect subsidiary Vaximm AG on May 27, 2026. The deal is a related party transaction and is designed to transfer outright ownership of intellectual property related to Vaximm’s programs from Vaximm to OSR Holdings.

This transfer aligns with a previously executed Global Exclusive License Agreement among OSR Holdings, Vaximm and BCM Europe AG covering VXM01, an oral DNA-based cancer immunotherapy. After the transfer, OSR Holdings will directly hold the underlying intellectual property and be the direct beneficiary of any future milestone and royalty payments arising from the license. The agreement includes customary representations, covenants, indemnification and confidentiality terms and is governed by Swiss law.

Insights

Biopharma transactions analyst

OSR consolidates IP ownership behind its VXM01 licensing deal.

The Asset Purchase Agreement moves underlying intellectual property from Vaximm AG, an indirect subsidiary, to OSR Holdings. This follows the Global Exclusive License Agreement granting BCM Europe AG rights to develop and commercialize VXM01, an oral DNA-based cancer immunotherapy.

By becoming the direct IP owner and recipient of future milestone and royalty payments, OSR simplifies its economic and legal position around the VXM01 program. The agreement is characterized as a related party transaction and uses standard biopharma terms such as representations, IP maintenance provisions, indemnities and confidentiality, governed by Swiss law.

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, and exhibit attachments filed with this report.

Key Figures

Common stock par value: $0.0001 per share Warrant exercise price: $11.50 per share Agreement date: May 27, 2026 +1 more

4 metrics

Common stock par value $0.0001 per share Common stock description on Nasdaq

Warrant exercise price $11.50 per share Redeemable warrants exercisable for common stock

Agreement date May 27, 2026 Asset Purchase Agreement execution date

License Agreement date April 29, 2026 Global Exclusive License Agreement reference

Key Terms

Asset Purchase Agreement, Global Exclusive License Agreement, related party transaction, oral DNA-based cancer immunotherapy, +1 more

5 terms

Asset Purchase Agreement financial

"On May 27, 2026, OSR Holdings, Inc. entered into an Asset Purchase Agreement"

An asset purchase agreement is a legal contract in which a buyer agrees to buy specific assets and contracts of a business rather than buying the company’s stock or ownership. It matters to investors because it determines exactly what is being bought and what liabilities stay behind — like buying the furniture and equipment from a store but not the building or past debts — which affects the deal’s value, taxes and future risk exposure.

Global Exclusive License Agreement financial

"The Asset Purchase Agreement was contemplated by, and entered into in connection with, the Global Exclusive License Agreement"

related party transaction financial

"Vaximm is an indirect subsidiary of the Company, and the Asset Purchase Agreement constitutes a related party transaction"

A related party transaction is any deal or transfer of value between a company and people or entities with close ties to it — such as executives, major owners, family members, or affiliated businesses. Investors watch these transactions because they can favor insiders over outside shareholders, skirt fair market pricing, or hide risks; like selling your car to a relative at a friendly price, they require clear disclosure and scrutiny to judge impact on value.

oral DNA-based cancer immunotherapy medical

"to develop, manufacture and commercialize products based on VXM01, an oral DNA-based cancer immunotherapy"

emerging growth company regulatory

"Emerging growth company"

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.

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Understanding 8-K Material Events →

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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): May 27, 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.

Asset Purchase Agreement

On May 27, 2026, OSR Holdings, Inc. (the “Company”) entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Vaximm AG (“Vaximm”), a clinical-stage biopharmaceutical company organized under the laws of Switzerland. Vaximm is an indirect subsidiary of the Company, and the Asset Purchase Agreement constitutes a related party transaction with respect to the Company.

The Asset Purchase Agreement was contemplated by, and entered into in connection with, the Global Exclusive License Agreement, dated April 29, 2026 (the “License Agreement”), among the Company, Vaximm and BCM Europe AG (“BCME”), pursuant to which Vaximm granted BCME an exclusive, worldwide license to develop, manufacture and commercialize products based on VXM01, an oral DNA-based cancer immunotherapy. The License Agreement was previously described in, and filed as an exhibit to, the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 30, 2026.

The Asset Purchase Agreement is intended to transfer outright ownership of the underlying intellectual property from Vaximm to the Company, so that the Company becomes the direct holder of such assets and the direct beneficiary of any future milestone and royalty payments arising therefrom.

Pursuant to the Asset Purchase Agreement:

● Vaximm agreed to sell, and the Company agreed to purchase, free and clear of all encumbrances, all of Vaximm’s right, title and interest in and to the VXM01 intellectual property family (including the patents and patent applications, know-how, regulatory filings and clinical data relating to VXM01) and certain related assigned contracts (collectively, the “Purchased Assets”).

● The aggregate purchase price for the Purchased Assets is $30,000,000 (the “Purchase Price”), reflecting the fair market value of the Purchased Assets.

● The Purchase Price becomes due and payable in full on the date on which the first milestone payment is triggered under the License Agreement (the “Full Payment Due Date”), which is the completion of a Phase 2 clinical study of VXM01 in either glioblastoma (GBM) or pancreatic ductal adenocarcinoma (PDAC). The Company may, in its sole discretion, make one or more voluntary partial payments prior to that date, each of which reduces the outstanding balance of the Purchase Price on a dollar-for-dollar basis.

● The closing of the transaction will occur upon full payment of the first milestone payment, subject to the satisfaction or waiver of customary closing conditions, including the delivery of an intellectual property assignment and related transfer instruments.

● A payment default arises solely if the Company fails to pay the outstanding balance of the Purchase Price on the Full Payment Due Date; no failure to make a voluntary partial payment constitutes a default. Any payment default is subject to a good faith resolution procedure between the parties before the seller may pursue other remedies, and no payment default affects the validity of the transfer of the Purchased Assets to the Company.

● The Asset Purchase Agreement may be terminated by either party if the closing has not occurred by December 31, 2027, subject to customary exceptions.

The Asset Purchase Agreement also contains customary provisions relating to representations and warranties, covenants, intellectual property registration and maintenance, indemnification, confidentiality, and dispute resolution, and is governed by the laws of Switzerland.

The foregoing description of the Asset Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Asset Purchase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

1

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

EXHIBIT INDEX

Exhibit No.		Description
10.1		Asset Purchase Agreement, dated May 27, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

2

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: June 2, 2026

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

3

FAQ

What agreement did OSR Holdings (OSRH) enter into with Vaximm AG?

OSR Holdings entered into an Asset Purchase Agreement with its indirect subsidiary Vaximm AG. The agreement transfers outright ownership of certain intellectual property from Vaximm to OSR Holdings, making OSR the direct IP holder and economic beneficiary of related milestone and royalty payments.

Why is the OSR Holdings–Vaximm Asset Purchase Agreement a related party transaction?

The agreement is a related party transaction because Vaximm AG is an indirect subsidiary of OSR Holdings. Transactions between a company and its controlled affiliates are treated as related party dealings due to overlapping ownership and governance interests within the same corporate group.

How does the Asset Purchase Agreement relate to OSR Holdings’ VXM01 license?

The Asset Purchase Agreement was contemplated by a Global Exclusive License Agreement among OSR Holdings, Vaximm and BCM Europe AG. That license grants BCME exclusive worldwide rights to develop, manufacture and commercialize VXM01, with the asset purchase ensuring OSR directly owns the underlying intellectual property.

What benefits does OSR Holdings (OSRH) gain from directly owning the VXM01 IP?

Direct ownership makes OSR Holdings the direct beneficiary of any future milestone and royalty payments tied to the VXM01 license. It also centralizes intellectual property control at the parent level, which can streamline enforcement, maintenance, and future strategic or partnering decisions around the asset.

What key legal terms are included in the OSR–Vaximm Asset Purchase Agreement?

The agreement includes customary provisions such as representations and warranties, covenants, intellectual property registration and maintenance obligations, indemnification, confidentiality, and dispute resolution. It is governed by the laws of Switzerland, reflecting Vaximm’s organization under Swiss law.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 ASSET PURCHASE AGREEMENT, DATED MAY 27, 2026 173.4 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 3.8 KB
• EX-101 XBRL DEFINITION FILE 26.1 KB
• EX-101 XBRL LABEL FILE 36.1 KB
• EX-101 XBRL PRESENTATION FILE 24.8 KB