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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):
April 29, 2026
(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.
Global Exclusive License Agreement
On April 29, 2026, OSR Holdings, Inc. (the “Company”),
together with its wholly-owned subsidiary Vaximm AG (“Vaximm”), entered into a Global Exclusive License Agreement (the “License
Agreement”) with BCM Europe AG (“BCME”), the Company’s largest shareholder.
Accordingly, the License Agreement constitutes a related party transaction
and was approved by the Board, including independent directors, following consideration of an independent fairness opinion provided by
Avance Life Sciences AG.
Pursuant to the License Agreement:
| ● | The Company grants BCME an exclusive, worldwide license to
develop and commercialize VXM01, an oral DNA-based cancer immunotherapy platform. |
| ● | BCME is responsible for funding, development, regulatory
activities, and commercialization, including entering into sublicensing arrangements. |
| ● | BCME is obligated to pay the Company milestone payments of
up to $815,000,000 in the aggregate upon the achievement of specified clinical, regulatory, and commercial milestones. |
| ● | The License Agreement includes a royalty pass-through structure,
pursuant to which BCME will remit royalties received from any ultimate licensee to the Company following recovery of certain investment
returns. |
| ● | The License Agreement also provides the Company with an equity
put option, pursuant to which the Company may require BCME to purchase up to $15,000,000 of the Company’s common stock at a price
of $10.00 per share, exercisable during a specified period following the effective date of the License Agreement. |
| ● | In addition, the parties have agreed to enter into a separate
asset purchase agreement, pursuant to which the Company is expected to acquire certain intellectual property rights relating to VXM01
from Vaximm for an aggregate purchase price of $30,000,000, subject to the negotiation and execution of definitive documentation. |
The License Agreement also contains customary provisions relating to
development obligations, intellectual property, governance (including a joint steering committee), representations and warranties, indemnification,
and termination.
Pledge Agreement
On April 29, 2026, in connection with the License Agreement, the Company
entered into a Pledge Agreement (the “Pledge Agreement”) with BCME and its affiliates, Bellevue Capital Management LLC and
Bellevue Global Life Sciences Investors LLC (collectively, the “Pledgors”).
Pursuant to the Pledge Agreement:
| ● | The Pledgors agreed to pledge 9,974,728 shares of the Company’s
common stock as collateral security in favor of the Company. |
| ● | The pledge secures BCME’s obligations to make milestone
payments under the License Agreement. |
| ● | The Pledge Agreement creates a first-priority security interest
in the pledged shares under applicable provisions of the Uniform Commercial Code. |
| ● | Due to existing lock-up restrictions, the pledge will become
effective on February 15, 2028, following the expiration of such restrictions. |
| ● | Upon the occurrence of an event of default, the Company may
exercise customary secured party remedies, including enforcement against the pledged shares. |
The foregoing descriptions of the License Agreement and the Pledge
Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, which are
filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On April 29, 2026, OSR Holdings, Inc. (the “Company”) issued
a press release announcing the execution of the Global Exclusive License Agreement with BCM Europe AG and related transactions.
A copy of the press release is furnished herewith as Exhibit 99.1.
The information furnished pursuant to 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, nor shall
it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as 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 Exclusive License Agreement, dated April 29, 2026 |
| 10.2 |
|
Pledge Agreement, dated April 29, 2026 |
| 99.1 |
|
Press Release, dated April 29, 2026, titled “OSR Holdings Executes Definitive $815 Million Global License Agreement for VXM01 with BCM Europe” |
| 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 30, 2026
| |
OSR HOLDINGS, INC. |
| |
|
|
|
| |
By: |
/s/ Kuk Hyoun Hwang |
| |
|
Name: |
Kuk Hyoun Hwang |
| |
|
Title: |
Chief Executive Officer |
4
Exhibit 99.1
OSR Holdings Executes Definitive $815 Million Global License Agreement
for VXM01 with BCM Europe
Largest shareholder pledges entire equity
stake as collateral for milestone obligations, reinforcing alignment with public shareholders
Bellevue, WA — April 29, 2026
— OSR Holdings, Inc. (NASDAQ: OSRH) today announced that it has entered into a definitive global exclusive license agreement (the
“Agreement”) with BCM Europe AG (“BCME”) for the development, commercialization, and potential sublicensing of
VXM01, its Phase 3-ready oral immunotherapy targeting VEGFR-2.
The Agreement builds on the previously disclosed binding term sheet
and establishes a structured framework to advance VXM01, with alignment across OSRH, its largest shareholder BCME, and public shareholders.
“This agreement establishes a clear, accountable framework for
the development of VXM01,” said Peter Hwang, CEO of OSRH. “It ensures OSR Holdings shareholders participate directly in value
creation, while BCME remains accountable for its financial commitments.”
Transaction Overview
| · | License: BCME receives an exclusive global license to develop, manufacture,
commercialize, and sublicense VXM01 |
| · | Milestones: OSRH to receive up to $815 million in milestone payments
tied to clinical, regulatory, and commercial achievements |
| · | IP Ownership: OSRH to acquire full VXM01 IP from Vaximm AG under a
$30 million asset purchase agreement |
| · | Royalties: OSRH to receive 100% of downstream royalties after BCME
recovers its investment and preferred return |
| · | Security: BCME and affiliates pledge 100% of their OSRH shares as
collateral for milestone obligations |
| · | Governing Law: Switzerland (Canton of Basel) |
BCME is the Company’s largest shareholder. Accordingly, the Agreement
constitutes a related party transaction and was approved by the Board, including independent directors, following consideration of an
independent fairness opinion provided by Avance Life Sciences.
Taken together, these economics position OSRH to capture the long-term
value created through VXM01’s development and commercialization.
Alignment Through Equity Pledge
Under a separate Pledge Agreement, BCME and affiliates have pledged
their entire unencumbered shareholding in OSRH, representing approximately 29.7% as of the signing date, as collateral for the performance
of milestone payment obligations of up to $815 million. This structure is designed to:
| · | Provide assurance of BCME’s financial commitments under the Agreement |
| · | Align the economic interests of the largest shareholder with those of public
shareholders |
| · | Support milestone performance through a collateral-backed mechanism under
the Pledge Agreement |
“The decision by BCME to pledge its entire stake as collateral reflects strong conviction in the clinical and commercial potential
of VXM01,” said Tim Smith, Head of Investor Relations. “It aligns all shareholders around advancing this program toward commercialization
and delivering meaningful new treatment options to patients.”
BCME will actively support development of VXM01 and at the same time
engage leading global pharmaceutical partners to secure a sublicensing transaction. With economic returns dependent on downstream monetization
and its entire OSRH stake pledged as collateral, BCME is structurally incentivized to advance VXM01 and execute a competitive partnering
process focused on maximizing value for OSRH shareholders.
Additional Value Mechanism: Put Option
The Agreement also includes a put option under which OSRH may require
BCME to purchase up to $15 million of OSRH common stock at a price of $10.00 per share, exercisable no earlier than six months following
the effective date. This feature provides additional capital flexibility and further underscores BCME’s long-term commitment to
OSRH.
About VXM01
VXM01 is a clinical-stage oral immunotherapy targeting VEGFR-2, designed
to induce a targeted immune response against tumor vasculature and modulate the tumor microenvironment. The program has demonstrated encouraging
clinical activity and immune activation in studies in glioblastoma and pancreatic cancer,
two of the most aggressive and treatment-resistant solid tumors. VXM01 is being developed by Vaximm
AG, a wholly owned subsidiary of OSR Holdings.
About BCM Europe AG
BCM Europe AG is a Switzerland-based life sciences investment entity
and the largest shareholder of OSR Holdings.
About OSR Holdings
OSR Holdings, Inc. (NASDAQ:OSRH) is a global healthcare holding company
dedicated to advancing biomedical innovations in health and wellness. Through its subsidiaries, OSR Holdings 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, including statements
regarding expected development, milestone payments, sublicensing activities, and the potential benefits of the Agreement. These statements
are subject to risks and uncertainties, including clinical, regulatory, and market risks, and actual results may differ materially. OSR
Holdings undertakes no obligation to update forward-looking statements except as required by law.
3
