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Form 8-K

sec.gov

8-K — OSR Holdings, Inc.

Accession: 0001213900-26-039278

Filed: 2026-04-02

Period: 2025-03-27

CIK: 0001840425

SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — ea0284791-8k_osr.htm (Primary)

EX-10.1 — GLOBAL LICENSE AGREEMENT FOR VXM01, DATED MARCH 23, 2026, BETWEEN VAXIMM AG, OSR HOLDINGS, INC. AND BCM EUROPE AG (ea028479101ex10-1.htm)

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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):

March 27, 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 1.01. Entry into a Material Definitive Agreement

On March 27, 2026, OSR Holdings, Inc. (the “Company” or

“OSRH”), together with its wholly-owned subsidiary Vaximm AG (“Vaximm”), entered into a Binding Term Sheet (the

“Term Sheet”) with BCM Europe AG (“BCME”) relating to a revised global exclusive license arrangement for VXM01.

The Term Sheet supersedes and replaces in its entirety the prior binding

term sheet dated January 13, 2025 between Vaximm and BCME.

Under the revised structure, the Company has been introduced as a direct

counterparty to the Term Sheet alongside Vaximm and will serve as the primary recipient of milestone and royalty payments under the arrangement.

Pursuant to the Term Sheet, Vaximm will grant, upon closing of the

definitive license agreement, BCME an exclusive, worldwide, sublicensable license to develop and commercialize VXM01. BCME will be responsible

for up to $815.0 million in milestone payments, payable directly to the Company. In addition, the Company will provide Vaximm with a development

financing facility of up to $30.0 million.

Execution of a definitive agreement remains subject to customary conditions,

including completion of due diligence, board approvals and receipt of an independent fairness opinion.

The foregoing description does not purport to be complete and is qualified

in its entirety by reference to the Term Sheet, which is filed as Exhibit 10.1 hereto.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

EXHIBIT INDEX

Exhibit No.

Description

10.1

Global License Agreement for VXM01, dated March 23, 2026, between Vaximm AG, OSR Holdings, Inc. and BCM Europe AG

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

1

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 2, 2026

OSR HOLDINGS, INC.

By:

/s/ Kuk Hyoun Hwang

Name:

Kuk Hyoun Hwang

Title:

Chief Executive Officer

2

EX-10.1 — GLOBAL LICENSE AGREEMENT FOR VXM01, DATED MARCH 23, 2026, BETWEEN VAXIMM AG, OSR HOLDINGS, INC. AND BCM EUROPE AG

EX-10.1

Filename: ea028479101ex10-1.htm · Sequence: 2

Exhibit

10.1

BINDING

TERM SHEET

Global

License Agreement for VXM01

Among

OSR Holdings, Inc., Vaximm AG (collectively, “Licensor”) and BCM Europe AG (“Licensee”)

Date:

23 March, 2026

This

Binding Term Sheet (this “Term Sheet”) supersedes and replaces in its entirety the Binding Term Sheet dated 13 January, 2025

between BCM Europe AG and Vaximm AG, and reflects the agreed updated transaction structure as described herein.

1. Parties

Licensor:

● OSR

Holdings, Inc. (“OSRH”), a publicly listed biomedical holding company (NASDAQ:

OSRH), acting as direct counterparty and primary beneficiary of milestone and royalty payments

under this Term Sheet.

● Vaximm

AG, a Swiss biotechnology company and wholly-owned subsidiary of OSRH, as the owner and developer

of the VXM01 oral cancer immunotherapy platform.

Licensee:

● BCM

Europe AG (“BCME”), a Swiss-based investment entity and the largest shareholder

of OSR Holdings, Inc., acting as development-stage biotech financier operating through a

dedicated investment vehicle tentatively named BCM Decentralized Science Investors I, LP

(the “Fund”).

2. Transaction

Overview

The

updated structure introduces OSR Holdings, Inc. as a direct counterparty to this Term Sheet alongside Vaximm AG. Under the revised framework:

● OSRH

will provide a development financing facility of up to $30,000,000 to Vaximm, drawable by

Vaximm as needed to support clinical development of VXM01.

● In

return, the BCME Fund will be responsible for up to $815,000,000 in milestone payments, payable

directly to OSR Holdings, Inc. (rather than to Vaximm AG), allowing OSR Holdings to receive

licensing-related cash flows directly.

● Royalties

from any Ultimate Licensee will be passed through per the delta-recovery mechanism described

in Section 5, with payments flowing to OSR Holdings, Inc.

● BCME

shall have an equity participation right as described in Section 6.

BCME’s

business model is that of a financial and licensing intermediary:

● BCME

(through the Fund) will develop VXM01 to the extent necessary to negotiate and conclude an

Ultimate License Agreement with a global pharmaceutical company.

● BCME

does not assume a standalone commercial royalty obligation. Instead, BCME will pass through

royalties from the Ultimate Licensee to OSRH, subject to the delta-recovery mechanism described

in Section 5.

3. Grant

of License

Vaximm

AG grants BCME:

● Exclusive,

worldwide, sublicensable rights to VXM01 for all indications;

● Rights

to develop, register, manufacture, commercialize, co-promote, or out-license VXM01;

● Rights

to engage any Ultimate Licensee of Licensee’s choosing.

All

existing and future Vaximm intellectual property relating to VXM01 is included within the scope of the license.

4. Financial

Consideration

4.1 Development

Financing Facility

OSR

Holdings, Inc. shall provide Vaximm AG a development financing facility of up to $30,000,000, drawable by Vaximm as needed to support

clinical development of VXM01. The facility replaces the prior structure whereby upfront payments were made directly by BCME to Vaximm.

Drawdowns shall be governed by the terms of the definitive Global License Agreement and any related intercompany facility documentation.

Note

on Digital Assets: Provisions for digital asset financing, contemplated in the prior term sheet, have been deferred pending further

regulatory clarity applicable to public companies holding and transacting in digital assets. The Parties reserve the right to reintroduce

such provisions in future amendments once the regulatory environment is sufficiently defined.

4.2 Clinical,

Regulatory & Commercial Milestones

The

BCME Fund shall pay up to an additional $815,000,000 in milestone payments, payable directly to OSR Holdings, Inc., upon achievement

of clinical, regulatory, and commercial milestones to be detailed in the Definitive Agreement.

Milestone

Design Principles:

● Milestones

shall be primarily weighted toward clinical and regulatory achievements, including advancement

through Phase 2 and Phase 3 development and regulatory approvals.

● Purely

operational milestones (e.g. patient recruitment thresholds or trial initiation alone) shall

be minimized and capped.

● The

milestone schedule shall be consistent with industry-standard oncology licensing transactions,

adjusted to reflect the Phase-2b-ready status of VXM01.

2

5. Ultimate

Licensee Out-License & Royalty Pass-Through

Licensee

shall actively pursue an Ultimate Licensee (a global pharmaceutical partner) for VXM01. All downstream royalty economics received by

Licensee from the Ultimate Licensee shall be treated as follows, with all amounts ultimately payable to OSR Holdings, Inc.:

5.1 Milestone

Retention and Accounting

Milestone

payments received by Licensee from the Ultimate Licensee belong to Licensee; however, such payments shall be used solely for purposes

of calculating the Negative Milestone Delta.

5.2 Negative

Milestone Delta and Preferred Return Recovery Mechanism

“Negative

Milestone Delta” means:

● (i)

the aggregate milestone payments actually paid by Licensee to OSR Holdings, Inc. pursuant

to Section 4.2, plus

● (ii)

the Minimum Preferred Return accrued for the Limited Partners of the Fund, minus

● (iii)

the aggregate milestone payments actually received by Licensee from the Ultimate Licensee.

“Minimum

Preferred Return” means a preferred return accruing for the benefit of the Limited Partners of the Fund on capital deployed

in connection with VXM01, at a rate not to exceed fifteen percent (15.0%) per annum, compounded annually or otherwise as agreed in the

definitive documentation.

If

the Negative Milestone Delta is greater than zero:

● Licensee

shall be entitled to full priority recovery of the Negative Milestone Delta;

● such

recovery shall be made using one hundred percent (100%) of all royalty payments received

by Licensee from the Ultimate Licensee;

● until

the Negative Milestone Delta has been fully recovered.

5.3 Royalty

Pass-Through (After Delta Recovery)

Upon

full recovery of the Negative Milestone Delta (including the Minimum Preferred Return):

● Licensee

shall pass through one hundred percent (100%) of all subsequent royalty payments received

from the Ultimate Licensee directly to OSR Holdings, Inc.,

Following

such recovery, Licensee shall retain no ongoing royalty spread or economic participation in royalties derived from VXM01.

3

6. Equity

Participation Right

OSR

Holdings, Inc. shall retain an option to issue up to $15,000,000 of OSRH common stock to the BCME Fund at a price of $1.00

per share, exercisable at OSRH’s sole discretion no earlier than six (6) months following execution of the definitive Global

License Agreement (the “Equity Option”).

The

Parties acknowledge that:

● The

stated issuance price of $1.00 per share represents a significant premium to the current

market price of OSRH common stock.

● BCME’s

willingness to accept shares at such premium pricing is intended to signal BCME’s commitment

to the long-term success of VXM01 and to OSR Holdings as its principal public vehicle.

● The

Equity Option is structured to avoid dilution of existing shareholders at depressed market

prices, with exercise reserved to OSRH’s discretion.

● Full

terms of the Equity Option, including registration rights and lock-up provisions if any,

shall be set forth in the Definitive Agreement.

7. Blockchain-Based

Royalty Participation (Conditional)

The

Blockchain (“TAC”)-based royalty model applies only if Vaximm elects to draw development capital from the BCM Royalty Fund.

7.1 If

Vaximm Draws Capital

Licensor

shall contribute a negotiated percentage of its future commercial royalty revenue from VXM01 into a TAC Royalty Distribution Wallet for

distribution to TAC holders.

7.2 If

Vaximm Does Not Draw Capital

● No

TAC contribution obligation applies.

● Royalties

flow solely through the pass-through mechanism in Section 5.

8. Development,

Regulatory, and Commercial Responsibilities

8.1 Licensee

Responsibilities

Licensee

shall:

● fund

necessary clinical development activities (directly or through BCME-appointed operators);

● manage

activities required for out-licensing;

● prepare

global partnering materials;

● negotiate

the Ultimate License Agreement;

● maintain

KYC/AML-compliant fund operations.

4

Licensee

does not assume independent regulatory or commercial obligations beyond facilitating the out-license, unless mutually agreed.

8.2 Licensor

Responsibilities

Vaximm

AG shall:

● cooperate

on scientific diligence, data access, regulatory files, CMC packages;

● provide

reasonable assistance for Licensee’s global partnering;

● maintain

IP filings as required.

OSR

Holdings, Inc. shall:

● ensure

Vaximm AG fulfills its obligations hereunder;

● administer

the development financing facility to Vaximm and maintain appropriate intercompany records;

● receive

and account for milestone and royalty payments as the designated beneficiary.

9. Intellectual

Property

Vaximm

AG retains ownership of all underlying intellectual properties. Licensee receives:

● an

exclusive license to all current and future IPs relating to VXM01,

● rights

to prosecute, maintain, expand, or enforce IPs at Licensee’s expense.

10. Term

& Termination

10.1 Term

Term

continues until the earlier of:

● expiration

of patents worldwide, or

● the

final commercial royalty payment from the Ultimate Licensee.

10.2 Termination

Either

party may terminate for:

● uncured

material breach (60 days),

● bankruptcy/dissolution,

● regulatory

prohibition.

Upon

termination:

● all

license rights revert to Vaximm AG;

● royalties

already distributed remain final;

● Licensee’s

delta recovery ceases unless otherwise agreed;

● the

Equity Option, if unexercised, shall lapse.

5

11. Representations

& Warranties

All

parties provide standard representations regarding:

● corporate

authority,

● absence

of conflicting obligations,

● ownership

of intellectual property,

● compliance

with applicable regulations.

12. Exclusivity

Upon

execution of this Binding Term Sheet, Licensor grants Licensee a 120-day exclusivity period to finalize the Definitive Agreement, perform

diligence, and structure milestone schedules. The Parties shall target execution of the definitive Global License Agreement by April

30, 2026.

13. Governing

Law

● This

Term Sheet and the Definitive Agreement shall be governed by the laws of Switzerland (Canton

of Basel).

● TAC-related

mechanisms shall be subject to arbitration under the Swiss Arbitration Centre rules.

14. Binding

Terms

Except

for provisions expressly stated to be non-binding, this Term Sheet is binding upon the Parties, including:

● Grant

of License

● Financial

Consideration

● Milestone

and Royalty Mechanics

● Equity

Participation Right

● Exclusivity

● Confidentiality

● Governing

Law

● Independent

Fairness Opinion

Execution

of the Definitive Agreement remains subject to customary conditions, including completion of Licensor’s board review and receipt

of an independent third-party fairness opinion.

6

15. Independent

Fairness Opinion

15.1 Fairness

Opinion Requirement

The

Parties acknowledge that this transaction constitutes a related-party transaction, as Vaximm AG, OSR Holdings, Inc., and BCM Europe AG

are affiliated entities. As a condition to the binding effectiveness of this Term Sheet, the Parties shall jointly engage an independent

third-party valuation firm with recognized expertise in life-science and biopharmaceutical licensing transactions (the “Valuation

Firm”) to provide a written fairness opinion (the “Fairness Opinion”).

15.2 Scope

of Fairness Opinion

The

Fairness Opinion shall address whether the financial terms and overall consideration contemplated by this Binding Term Sheet are fair,

from a financial point of view, to:

● (i)

Vaximm AG,

● (ii)

OSR Holdings, Inc., and

● (iii)

the stockholders of OSR Holdings, Inc.,

in

each case, taking into account the fair market value of VXM01 and customary industry benchmarks for comparable oncology licensing transactions.

15.3 Timing

and Process

The

Valuation Firm shall be engaged promptly following execution of this Binding Term Sheet, and the Parties shall cooperate in good faith

to provide all information reasonably requested by the Valuation Firm.

15.4 Effect

of Fairness Opinion

● If

the Fairness Opinion concludes that the terms are fair and reasonable from a financial point

of view, this Term Sheet shall remain binding in accordance with its terms, subject to execution

of the Definitive Agreement.

● If

the Fairness Opinion concludes that the terms are not fair from a financial point of view,

either Party may terminate this Term Sheet without liability (other than with respect to

provisions expressly stated to survive termination), unless the Parties mutually agree to

amend the economic terms to address the conclusions of the Fairness Opinion.

15.5 Costs

The

costs and expenses of the Valuation Firm shall be borne equally by Licensor and Licensee, unless otherwise agreed by the Parties.

7

16. Signatures

For OSR Holdings, Inc.

For Vaximm AG

/s/ Gihyoun Bang

/s/ Dr. Andreas Niethammer

Name:

Gihyoun Bang

Name:

Dr. Andreas Niethammer

Title:

Chief Financial Officer

Title:

Chief Executive Officer

Date:

3/23/2026

Date:

3/23/2026

For BCM Europe AG

/s/ Ralf Kubli

Name:

Ralf Kubli

Title:

Chief Operating Officer

Date:

3/27/2026

8

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-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Subsection 12

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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