OSR Health, Inc. (OSRHW) SEC Filings

OSR Health, Inc. (symbol OSRH) disclosed that Nasdaq has issued a Staff Determination to delist its common stock and warrants from the Nasdaq Capital Market for failure to meet the $1.00 minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2). Nasdaq plans to suspend trading in OSRH common stock and warrants at the opening of business on August 26, 2026, and to file a Form 25-NSE to remove the securities from listing and registration.

The company intends to request a hearing before a Nasdaq Independent Hearings Panel under the Nasdaq Listing Rule 5800 Series. A timely hearing request is expected to stay the filing of the Form 25-NSE, but will not stay the trading suspension. OSR Health highlights recent trading activity, including approximately 370 million and 145 million shares traded on August 17 and 18, 2026, respectively, versus a public float of about 18.5 million shares, and notes its share price reached an intraday high of $0.84 on August 18, still short of the $1.00 compliance level.

OSR Health, Inc. received an amended Schedule 13G/A from joint protein central, inc., a Korean entity, reporting its ownership in the company’s common stock. The investor reports beneficial ownership of 1,200,000 shares of common stock, representing 3.4% of OSR Health’s outstanding common stock.

The filing states that joint protein central, inc. has sole voting power and sole dispositive power over all 1,200,000 shares, with no shared voting or dispositive power. The ownership is explicitly reported as 5 percent or less of the class, reflecting a non-controlling but still notable minority position.

OSR Health, Inc., a healthcare holding company focused on immunotherapies, biologics and medical devices, reported substantially lower losses but sharply reduced revenue for the quarter and six months ended June 30, 2026. Net sales were $315,669 for the quarter and $799,727 for the first half of 2026, down 72% and 58% from the prior-year periods, largely reflecting a shift at subsidiary RMC from a purchase-and-resale model to a consignment, commission-based arrangement and prior one-time inventory sales.

Gross profit nonetheless improved, with quarterly gross margin rising from about 3% to 27%. Operating loss was $3.0 million for the quarter and $6.7 million year-to-date, both narrower than 2025, aided by lower SG&A and the absence of 2025 business-combination costs. Net loss attributable to OSR Health was $3.8 million for the first half. Total assets were $166.6 million and total liabilities $41.7 million.

Liquidity remains tight: cash and cash equivalents were $1.5 million, with $3.4 million of net cash used in operations in the first half. The company is relying on an $80 million equity line of credit, under which it has raised $3.38 million to date, and a 5% convertible note with a fixed $1.00 conversion price and a potential discounted alternative price if Nasdaq non-compliance is not cured. In June 2026, OSR announced a shareholder loyalty CVR program that may deliver up to 5 additional shares per share if specified price thresholds are met over 12 months. Management confirms ongoing material weaknesses in internal control over financial reporting, particularly around liabilities and accounting staffing, and states that remediation efforts are in progress.

OSR Health, Inc. reported results of its August 7, 2026 annual stockholder meeting. As of the July 8, 2026 record date, there were 35,118,692 common shares outstanding. A total of 21,088,120 shares, or 60.05% of shares entitled to vote, were represented, constituting a quorum.

Stockholders re-elected seven directors to serve until the 2027 annual meeting, with each nominee receiving more than 15.17 million votes “for” and roughly 0.12–0.13 million votes “withheld.” Stockholders also approved ratification of the independent auditor with 20,296,535 votes “for,” the advisory executive compensation proposal with 15,059,135 votes “for,” and an Authorized Shares Increase Proposal with 19,922,498 votes “for” versus 581,009 “against.”

OSR Health, Inc. issued a clarification about earlier statements describing Nasdaq’s views on its Shareholder Loyalty Contingent Value Rights (CVR) program. The company explained that language in its July 31, 2026 release should not be read as implying Nasdaq has approved or endorsed the CVR program.

OSR Health stated that Nasdaq’s prior feedback was a preliminary, verbal response limited to a technical question about whether the CVR program would trigger a mechanical stock price adjustment, such as an ex-date adjustment, and that Nasdaq has expressed no definitive opinion on the program more broadly. The clarification confirms that the previously announced August 14, 2026 record date for the Shareholder Loyalty CVR program remains unchanged.

OSR Health, Inc. reported that Nasdaq, in a verbal communication, stated the company’s Shareholder Loyalty Contingent Value Rights (CVR) program will not cause any mechanical adjustment to the price of its common stock, either when CVRs are distributed or when additional shares are delivered to enrolled holders.

Under this loyalty CVR program, shareholders of record on August 14, 2026 who enroll receive one CVR for each share of OSRH common stock and may receive additional shares at no cost if specified closing-price thresholds are met on four measurement dates over the following twelve months. Nasdaq’s view applies only to price-adjustment mechanics and is not an endorsement; the CVR distribution and share deliveries remain subject to separate securities-law and regulatory processes.

OSR Health, Inc. is calling a virtual annual meeting on August 7, 2026 at 10:00 a.m. Eastern Time to vote on four proposals. Holders of 35,118,692 shares of common stock outstanding as of July 8, 2026 may vote to re-elect seven directors, ratify RSM Korea as auditor, approve an advisory Say‑on‑Pay resolution on 2025 executive compensation, and increase authorized common stock from 100,000,000 to 250,000,000 shares.

The Board cites flexibility for a proposed shareholder loyalty program, future financings, strategic transactions and general corporate purposes as reasons for the share increase, while acknowledging potential dilution and possible anti-takeover effects. As of June 30, 2026, CEO Kuk Hyoun Hwang beneficially owned 13,069,106 shares, or 36.8% of common stock, giving him significant influence. In 2025 he received $400,000 in salary; the CSO and CFO received $345,000 and $300,000, respectively. A 2025 Omnibus Incentive Plan reserves 6,300,000 shares for future equity awards, though no stock-based grants had been made by year-end.

OSR Health, Inc., formerly OSR Holdings, Inc., has changed its corporate name to OSR Health, Inc. effective June 11, 2026. The change was approved by the board of directors and implemented through a Certificate of Revival of Charter filed under Delaware corporate law.

The filing of the Certificate of Revival renewed and revived the company’s certificate of incorporation, and the company is in good standing with the Delaware Secretary of State. No other provisions of the certificate of incorporation were amended, and the terms of the common stock and redeemable warrants remain unchanged.

The company’s common stock and warrants continue to trade on The Nasdaq Stock Market LLC under the symbols OSRH and OSRHW, respectively. Stockholders and warrant holders do not need to exchange or surrender existing certificates as a result of the name change.

OSR Holdings, Inc. has postponed its 2026 Annual Meeting of Stockholders. The meeting had been scheduled for June 18, 2026, but the Board decided on June 5, 2026, that more time is needed to evaluate matters related to the meeting and the business to be presented.

The company has not set a new date and plans to announce the rescheduled date, time, and related details in a later SEC filing and other communications. A definitive proxy statement for the meeting has already been filed, and stockholders are encouraged to review the proxy materials available on the SEC’s website and the company’s site.