Form 8-K

8-K — OSR Health, Inc.

Accession: 0001213900-26-091756

Filed: 2026-08-19

Period: 2026-08-19

CIK: 0001840425

SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)

Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0302782-8k_osrhealth.htm (Primary)

EX-99.1 — PRESS RELEASE ISSUED BY OSR HEALTH, INC., DATED AUGUST 19, 2026, TITLED "OSR HEALTH RECEIVES NASDAQ STAFF DELISTING DETERMINATION; INTENDS TO REQUEST HEARINGS PANEL APPEAL." (ea030278201ex99-1.htm)

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8-K — CURRENT REPORT

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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):

August 19, 2026

OSR HEALTH, 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 3.01. Notice of Delisting or Failure to Satisfy a Continued

Listing Rule or Standard; Transfer of Listing.

On August 19, 2026, OSR Health, Inc. (the “Company”) received

a Staff Determination Letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying

the Company that Nasdaq has determined to delist the Company’s common stock and warrants from the Nasdaq Capital Market.

As previously disclosed, the Company was not in compliance with Nasdaq

Listing Rule 5550(a)(2), which requires a minimum closing bid price of $1.00 per share. Although the Company was granted compliance periods

through August 31, 2026, Nasdaq determined that the Company could not regain compliance by that date because compliance would require

a closing bid price of at least $1.00 per share for a minimum of ten consecutive trading days.

Nasdaq advised that trading in the Company’s common stock and

warrants will be suspended at the opening of business on August 26, 2026, and that Nasdaq will file a Form 25-NSE with the Securities

and Exchange Commission to remove the Company’s securities from listing and registration on Nasdaq. The Company’s warrants

are also subject to delisting because the underlying common stock will no longer be listed.

The Company intends to request a hearing before a Nasdaq Hearings Panel

(the “Panel”) by 4:00 p.m. Eastern Time on August 26, 2026, pursuant to the procedures set forth in the Nasdaq Listing Rule

5800 Series. Because the Company was previously granted a second 180-day compliance period, a timely hearing request will not stay the

scheduled suspension of trading in the Company’s securities at the opening of business on August 26, 2026. However, a timely hearing

request is expected to stay the filing of the Form 25-NSE and, therefore, the final formal delisting of the Company’s securities

from listing and registration on Nasdaq, pending the issuance of the Panel’s decision.

If the Company does not timely request a hearing, or if the Panel does

not grant the Company’s request for continued listing, Nasdaq will file the Form 25-NSE to remove the Company’s securities

from listing and registration. There can be no assurance that the Company’s hearing request will result in continued listing or

that the Company will regain compliance with Nasdaq’s listing requirements.

Item 7.01. Regulation FD Disclosure.

On August 19, 2026, OSR Health, Inc. (the “Company”) issued

a press release announcing its receipt of the Staff Delisting Determination from the Listing Qualifications Department of The Nasdaq Stock

Market LLC and its intention to request a hearing before a Nasdaq Hearings Panel. A copy of the press release is furnished as Exhibit

99.1 to this Current Report on Form 8-K.

The information furnished under 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 (the “Exchange

Act”), or otherwise subject to the liabilities of that Section, and shall not be deemed incorporated by reference into any filing

under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Forward-Looking Statements

This Current Report on Form 8-K contains

forward-looking statements within the meaning of the federal securities laws, including statements regarding the Company’s intention

to request a hearing before the Panel, the anticipated suspension of trading in the Company’s securities, the potential filing

of a Form 25-NSE, and the Company’s ability to regain or maintain compliance with Nasdaq’s listing requirements. These statements

involve known and unknown risks and uncertainties, and actual results may differ materially. There can be no assurance that the Company

will be granted a hearing, that any plan of compliance will be accepted by the Panel, or that the Company will maintain the listing of

its securities on Nasdaq. The Company undertakes no obligation to update any forward-looking statements except as required by law.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Press release issued by OSR Health, Inc., dated August 19, 2026, titled “OSR Health Receives Nasdaq Staff Delisting Determination; Intends to Request Hearings Panel Appeal.”

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: August 19, 2026

OSR HEALTH, INC.

By:

/s/

Kuk Hyoun Hwang

Name:

Kuk Hyoun Hwang

Title:

Chief Executive Officer

EX-99.1 — PRESS RELEASE ISSUED BY OSR HEALTH, INC., DATED AUGUST 19, 2026, TITLED "OSR HEALTH RECEIVES NASDAQ STAFF DELISTING DETERMINATION; INTENDS TO REQUEST HEARINGS PANEL APPEAL."

EX-99.1

Filename: ea030278201ex99-1.htm · Sequence: 2

Exhibit

99.1

OSR

Health Receives Nasdaq Staff Delisting Determination and Intends to Request Hearings Panel Appeal

BELLEVUE,

WA / ACCESS Newswire / August 19, 2026 / OSR Health, Inc. (Nasdaq: OSRH) (“OSR Health” or the “Company”)

today announced that it has received a written Staff Delisting Determination (the “Determination”) from the Nasdaq Listing

Qualifications Department notifying the Company that its common stock and warrants are subject to delisting from The Nasdaq Capital Market

as a result of the Company’s failure to regain compliance with the minimum bid price requirement of Nasdaq Listing Rule 5550(a)(2).

Nasdaq

Hearing Request

The Company

intends to request a hearing before the Nasdaq Independent Hearings Panel (the “Panel”) to appeal the Staff Determination,

pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series. The Company believes it has a compelling case to present

to the Panel based on the totality of the circumstances, including OSRH’s trading history since listing, the extraordinary market

activity observed in OSRH shares on August 17 and 18, 2026 — the two trading days immediately preceding the effective compliance

deadline — and the Company’s underlying business fundamentals.

On August

17, 2026, OSRH ranked #1 in Most Active Share Volume across all of Nasdaq, with approximately 370 million shares traded. On August 18,

2026, the Company ranked #3, with approximately 145 million shares traded. OSRH’s public float is approximately 18.5 million shares

meaning the market traded the Company’s entire public float more than twenty times over in a single day. The Company’s share

price reached an intraday high of $0.84 on August 18, sixteen cents from the $1.00 compliance threshold, before declining in the final

hours of trading.

The Company

believes these market dynamics, and the circumstances that contributed to the compliance shortfall, represent a compelling basis for

the Panel’s consideration.

“The

market spoke with extraordinary conviction on August 17 and 18,” said Peter Hwang, Chief Executive Officer of OSR Health. “370

million shares traded in a single day against an 18.5 million share float. We came within sixteen cents of compliance. We are requesting

a Panel hearing because we believe the facts support our case, and because our shareholders, who have demonstrated their conviction in

this Company so clearly, deserve nothing less than our full effort to fight for continued listing. Whatever the outcome of that process,

our commitment to our shareholders does not change.”

Important

Notice Regarding Trading: Because the Company utilized the second 180-day compliance period under Nasdaq rules, a

timely hearing request will not automatically stay the trading suspension. The Company’s common stock (OSRH) and warrants (OSRHW)

will be suspended from trading on The Nasdaq Capital Market at the opening of business on August 26, 2026. The Company will provide

further updates to shareholders regarding the status of its securities as developments warrant.

About

the Staff Determination

The Company

was originally notified of its non-compliance with the minimum bid price requirement on September 5, 2025, and was provided an initial

180-calendar-day compliance period through March 4, 2026. On March 5, 2026, the Company received an additional 180-calendar-day compliance

period through August 31, 2026. The Staff Determination states that the Company did not regain compliance with the minimum bid price

requirement during the applicable compliance period.

The Company

intends to request a hearing before the Panel. There can be no assurance that the Panel will grant the Company’s request for continued

listing or reinstatement of trading.

A copy of

this press release is being filed as Exhibit 99.1 to a Current Report on Form 8-K filed by the Company with the Securities and Exchange

Commission on the date hereof.

About

OSR Health, Inc.

OSR Health,

Inc. (NASDAQ:OSRH) is a global healthcare holding company dedicated to advancing biomedical innovations in health and wellness. Through

its subsidiaries, OSR Health engages in immuno-oncology, regenerative biologics, and medical device technologies to improve health outcomes

worldwide. Learn more at www.OSR-Health.com.

Investor

Contact

OSR Health,

Inc.

Investor

Relations

ir@osr-health.com

Forward-Looking

Statements

This communication

contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements

regarding the Nasdaq Hearings Panel process and anticipated outcome, the Company’s intention to request a hearing before the Panel,

the anticipated suspension of trading in the Company’s securities, the Company’s ability to regain or maintain compliance

with Nasdaq’s listing requirements, and the Company’s business prospects and strategic direction. Forward-looking statements

involve risks and uncertainties that may cause actual results to differ materially, including the outcome of the Nasdaq appeals process,

market conditions, and other risks described in the Company’s SEC filings. The Company undertakes no obligation to update any forward-looking

statement except as required by law.

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