Form 8-K

8-K — OSR Health, Inc.

Accession: 0001213900-26-110051

Filed: 2026-10-16

Period: 2026-10-15

CIK: 0001840425

SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — ea0308725-8k_osrhealth.htm (Primary)

EX-10.1 — AMENDMENT NO. 1, DATED OCTOBER 15, 2026, TO THE GLOBAL EXCLUSIVE LICENSE AGREEMENT FOR VXM01, EFFECTIVE APRIL 29, 2026, BY AND AMONG OSR HEALTH, INC., VAXIMM AG AND BCM EUROPE AG (ea030872501ex10-1.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):

October 15, 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 1.01. Entry into a Material Definitive

Agreement.

As previously disclosed, OSR Health, Inc. (the

“Company”), its wholly owned subsidiary Vaximm AG, and BCM Europe AG (“BCME”) are parties to a Global Exclusive

License Agreement for VXM01, effective April 29, 2026 (the “License Agreement”), under which the Company holds a put option

(the “Equity Option”) to require BCME to purchase up to $15,000,000 of the Company’s common stock.

On October 15, 2026, the parties entered into

Amendment No. 1 to the License Agreement (the “Amendment”), which adds the following new Section 6.10:

6.10 Alternative Settlement (Convertible

Note Option)

(a) Acknowledgment. The Parties

acknowledge that the delisting determination issued by the Nasdaq Staff on August 19, 2026 is a material subsequent development affecting

settlement of the Equity Option. The rights in this Section 6.10 apply whether or not that determination is later stayed, extended, conditionally

granted or followed by relisting.

(b) Election. OSRH may, by written

notice to BCME (the “Note Election Notice”), change all or part of the unexercised Equity Option into a Convertible Note Option,

whereby OSRH, or its affiliate, shall issue Convertible Notes in an aggregate principal amount of up to $15,000,000 (less amounts previously

settled under the Equity Option), and BCME shall purchase, or shall effectuate a third party to purchase, such Convertible Notes at par.

The Equity Option terminates as to the elected amount.

Notes shall be issued in four tranches of $3,750,000 each, convertible into OSRH common stock at fixed conversion prices of approximately

$2.00, $3.00, $4.00 and $5.00 per share, respectively. If the Minimum Price (as defined in Nasdaq Rule 5635) on the date of the purchase

commitment exceeds the conversion price of any tranche, that tranche’s conversion price is the Minimum Price. Conversion prices

are not subject to reset.

(d) Purchaser and closing certainty.

BCME has identified the purchaser and shall deliver the purchaser’s binding commitment to purchase the Convertible Notes with

or before the Note Election Notice. Closing occurs no fewer than twenty (20) Business Days after the Note Election Notice. If the purchase

does not close within ten (10) Business Days after the scheduled closing date, the Note Election Notice is deemed withdrawn, the Equity

Option is reinstated in full as to the elected amount, and the Exercise Window is extended by the period elapsed. BCME’s obligations

under the reinstated Equity Option are unaffected.

The foregoing description of the Amendment is

qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report

on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

10.1

Amendment No. 1, dated October 15, 2026, to the Global Exclusive License Agreement for VXM01, effective April 29, 2026, by and among OSR Health, Inc., Vaximm AG and BCM Europe AG.

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: October 16, 2026

OSR HEALTH, INC.

By:

/s/ Kuk Hyoun Hwang

Name:

Kuk Hyoun Hwang

Title:

Chief Executive Officer

EX-10.1 — AMENDMENT NO. 1, DATED OCTOBER 15, 2026, TO THE GLOBAL EXCLUSIVE LICENSE AGREEMENT FOR VXM01, EFFECTIVE APRIL 29, 2026, BY AND AMONG OSR HEALTH, INC., VAXIMM AG AND BCM EUROPE AG

EX-10.1

Filename: ea030872501ex10-1.htm · Sequence: 2

Exhibit 10.1

AMENDMENT NO. 1

TO THE

GLOBAL EXCLUSIVE LICENSE AGREEMENT FOR VXM01

This AMENDMENT NO. 1 (this “Amendment”)

is entered into as of October 15, 2026 (the “Amendment Effective Date”), by and among:

(1) OSR Health, Inc. (formerly known as OSR Holdings, Inc.), a Delaware corporation with its principal

place of business at 10900 NE 4th Street, Suite 2300, Bellevue, Washington 98004, USA (“OSRH”);

(2) Vaximm AG, a Swiss stock corporation (Aktiengesellschaft) with its registered office in Basel,

Switzerland, and a wholly owned subsidiary of OSRH (“Vaximm” and, together with OSRH, the “Licensor”); and

(3) BCM Europe AG, a Swiss stock corporation (Aktiengesellschaft) with its registered office in Zug,

Switzerland (“BCME” or “Licensee”).

OSRH, Vaximm and BCME are each referred to herein

as a “Party” and together as the “Parties.”

RECITALS

A. The Parties are parties to the Global Exclusive License Agreement for VXM01, dated as of and effective

April 29, 2026 (the “Agreement”).

B. Article 6 of the Agreement grants OSRH the Equity Option, under which OSRH may require BCME to purchase

up to USD 15,000,000 of OSRH common stock on the terms set out therein.

C. On August 19, 2026, the Nasdaq Staff issued a delisting determination with respect to OSRH’s common

stock, and the Parties wish to provide an alternative means of settling the Equity Option.

D. Section 15.2 of the Agreement provides that the Agreement may be amended only by a written instrument

duly executed by authorized representatives of all Parties.

NOW, THEREFORE, in consideration of the mutual

covenants set out herein and in the Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are

hereby acknowledged, the Parties agree as follows:

1. Definitions. Capitalized terms used but not defined in this Amendment have the meanings given to

them in the Agreement.

2. Addition of Section 6.10. Article 6 of the Agreement is hereby amended by adding the following

new Section 6.10 immediately after Section 6.9:

“6.10 Alternative Settlement (Convertible Note Option)

(a) Acknowledgment. The Parties acknowledge that the delisting determination issued by the Nasdaq Staff

on August 19, 2026 is a material subsequent development affecting settlement of the Equity Option. The rights in this Section 6.10 apply

whether or not that determination is later stayed, extended, conditionally granted or followed by relisting.

(b) Election. OSRH may, by written notice to BCME (the “Note Election Notice”), change

all or part of the unexercised Equity Option into a Convertible Note Option, whereby OSRH, or its affiliate, shall issue Convertible Notes

in an aggregate principal amount of up to $15,000,000 (less amounts previously settled under the Equity Option), and BCME shall purchase,

or shall effectuate a third party to purchase, such Convertible Notes at par. The Equity Option terminates as to the elected amount.

into OSRH common stock at fixed conversion prices of approximately $2.00, $3.00, $4.00 and $5.00 per share, respectively. If the Minimum

Price (as defined in Nasdaq Rule 5635) on the date of the purchase commitment exceeds the conversion price of any tranche, that tranche’s

conversion price is the Minimum Price. Conversion prices are not subject to reset.

(d) Purchaser and closing certainty. BCME has identified the purchaser and shall deliver the purchaser’s

binding commitment to purchase the Convertible Notes with or before the Note Election Notice. Closing occurs no fewer than twenty (20)

Business Days after the Note Election Notice. If the purchase does not close within ten (10) Business Days after the scheduled closing

date, the Note Election Notice is deemed withdrawn, the Equity Option is reinstated in full as to the elected amount, and the Exercise

Window is extended by the period elapsed. BCME’s obligations under the reinstated Equity Option are unaffected.”

3. Business Day. Article 1 of the Agreement is hereby amended by adding the following definition in

the appropriate alphabetical order: “‘Business Day’ means any day other than a Saturday, a Sunday or a day on which

commercial banks in New York, New York, USA or Zurich, Switzerland are authorized or required by law to remain closed.”

4. Name of OSRH. The Parties acknowledge that OSR Holdings, Inc. has changed its corporate name to

OSR Health, Inc., and that all references in the Agreement to “OSR Holdings, Inc.” or “OSRH” shall be read as

references to OSR Health, Inc.

5. Effect of Amendment. Except as expressly amended by this Amendment, the Agreement remains unchanged

and in full force and effect and is hereby ratified and confirmed. On and after the Amendment Effective Date, each reference in the Agreement

to “this Agreement,” “hereunder,” “hereof” or words of like import shall mean the Agreement as amended

by this Amendment. In the event of any conflict between this Amendment and the Agreement, this Amendment shall control.

6. Governing Law and Disputes. This Amendment shall be governed by and construed in accordance with

Section 14.3 of the Agreement, and any dispute arising out of or in connection with this Amendment shall be resolved in accordance with

Article 14 of the Agreement.

7. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be

deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures, including PDF and DocuSign,

shall be deemed original signatures for all purposes, in accordance with Section 15.9 of the Agreement.

[Signature page follows]

IN WITNESS WHEREOF, the Parties have caused this

Amendment No. 1 to be executed by their duly authorized representatives as of the Amendment Effective Date.

OSR HEALTH, INC.

(formerly OSR Holdings, Inc.)

By:

/s/ Yeiseok Kim

Name:

Yeiseok Kim

Title:

Chief Operating Officer

Date:

October 15, 2026

VAXIMM AG

By:

/s/ Andreas Niethammer

Name:

Dr. Andreas Niethammer

Title:

Chief Executive Officer

Date:

October 15, 2026

BCM EUROPE AG

By:

/s/ Ralf Kubli

Name:

Ralf Kubli

Title:

Chief Operating Officer

Date:

October 15, 2026

[Signature Page to Amendment No. 1 to the Global

Exclusive License Agreement for VXM01]

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