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

Rhea-AI Filing Summary

OSR Holdings, Inc. filed an 8-K reporting the results of a shareholder vote on director elections. Several nominees received overwhelming affirmative votes and were elected, while two nominees received large negative vote totals and were not elected. For example, Jun Chul Whang received 13,321,765 votes for and 3,926 against and was elected. Seng Chin Mah received 13,321,806 for and 3,885 against and was elected. Two nominees, Jin Whan Park (451,054 for; 12,874,637 against) and Phil Geon Lee (451,095 for; 12,874,596 against), were not elected. The filing supplies vote counts and final election outcomes for each listed nominee.

Positive

• Multiple nominees were elected with strong majorities (examples: Jun Chul Whang 13,321,765 for vs 3,926 against; Seng Chin Mah 13,321,806 for vs 3,885 against)
• Detailed vote counts provided for each nominee, improving transparency about shareholder decisions

Negative

• Two nominees were not elected (Jin Whan Park: 451,054 for vs 12,874,637 against; Phil Geon Lee: 451,095 for vs 12,874,596 against), indicating substantial shareholder opposition
• Filing does not explain reasons for the large negative votes against the two nominees

Insights

Financial Analyst

TL;DR: Director elections largely affirmed incumbents; two nominees failed to secure support, reflecting shareholder preference on board composition.

The vote tallies show decisive outcomes: multiple nominees obtained more than 13 million affirmative votes versus only a few thousand opposing votes, indicating strong shareholder support for the majority of the slate. Conversely, two nominees received roughly 450k votes in favor and ~12.87 million votes against, a clear rejection by holders. For investors this is governance information rather than operational; such outcomes can affect board strategy and oversight but do not by themselves change financials. The data is explicit and complete for the specific vote items presented.

Corporate Governance Expert

TL;DR: The results indicate a stable board for elected directors and explicit shareholder opposition to two nominees, suggesting governance preferences.

From a governance perspective, the large margins for elected directors imply continuity in board control and likely endorsement of current strategy by voting shareholders. The two rejected nominees received a small fraction of the affirmative votes relative to the large negative tallies, signaling either contested nominations or shareholder concern about those candidates. These results are material to board composition and future nomination processes but do not provide details on reasons for votes; the filing only provides counts and outcomes.

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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): September 17, 2025

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 5.07. Submission of Matters to a Vote of Security Holders

On September 17, 2025, the Company held an annual meeting of its stockholders (the “Annual Meeting”). As of the close of business on August 15, 2025, the record date for the Annual Meeting, there were 21,585,360 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), issued and outstanding, each of which was entitled to one vote with respect to each of the proposals presented at the Annual Meeting. A total of 13,325,691 shares of Common Stock, representing approximately 61.73% of the outstanding shares of Common Stock entitled to vote at the Annual Meeting, were present in person or by proxy, constituting a quorum. The proposals listed below are described in more detail in the Definitive Proxy Statement on Form DEF 14A filed by the Company with the SEC on August 29, 2025 (the “Proxy Statement”).

Director Proposal

At the Annual Meeting, stockholders elected seven (7) of the nine (9) director nominees to serve until the 2026 Annual Meeting of Stockholders or until their successors are duly elected and qualified. Two (2) nominees were not elected. The final voting results were as follows:

		FOR				WITHHELD				RESULT
Kuk Hyoun Hwang			13,321,770				3,921			Elected
Jun Chul Whang			13,321,765				3,926			Elected
Alcide Barberis			13,318,914				6,777			Elected
Seng Chin Mah			13,321,806				3,885			Elected
Jin Whan Park			451,054				12,874,637			Not Elected
Phil Geon Lee			451,095				12,874,596			Not Elected
Hyuk Joo Jee			13,321,806				3,885			Elected
Joong Myung Cho			13,321,765				3,926			Elected
Reto Fierz			13,318,870				6,821			Elected

Executive Compensation Proposal

The stockholders approved the Executive Compensation Proposal by the votes set forth in the table below:

FOR		AGAINST		ABSTAIN
13,297,569		27,228		894

Equity Plan Proposal

The stockholders approved the Equity Plan Proposal by the votes set forth in the table below:

FOR		AGAINST		ABSTAIN
13,302,163		22,669		859

Nasdaq 20% Issuance Proposal

The stockholders approved the Nasdaq 20% Issuance Proposal by the votes set forth in the table below:

FOR		AGAINST		ABSTAIN
13,288,524		36,490		677

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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: September 22, 2025

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

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FAQ

What director election results did OSR Holdings (OSRHW) report in the 8-K?

The 8-K reports vote counts and outcomes for director elections. Several nominees were elected with ~13.32 million votes in favor and only a few thousand against; two nominees (Jin Whan Park and Phil Geon Lee) were not elected.

How many votes did Jun Chul Whang receive in the OSRHW shareholder vote?

Jun Chul Whang received 13,321,765 votes in favor and 3,926 votes against and was elected.

Which nominees were not elected according to the filing?

Jin Whan Park (451,054 for; 12,874,637 against) and Phil Geon Lee (451,095 for; 12,874,596 against) were not elected.

Does the 8-K explain why some nominees were rejected?

No. The filing provides vote counts and election outcomes but does not include explanations or reasons for shareholder opposition.

Are vote totals provided for all nominees in the filing?

Yes. The filing lists vote counts for each nominee shown in the provided content.