OSR Holdings Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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Item 1.01. Entry into a Material Definitive Agreement.
On August 10, 2025, OSR Holdings, Inc. (the “Company”) entered into the following amendment agreements with White Lion Capital, LLC, dba White Lion GBM Innovation Fund (“White Lion”):
Amendment No. 1 to Note Purchase Agreement
The Company and White Lion entered into Amendment No. 1 to the Note Purchase Agreement, originally dated May 6, 2025. The amendment replaces
Section 5(f) of the Note Purchase Agreement in its entirety to require the Company to take all necessary actions to convene a meeting
of its stockholders prior to September 19, 2025, proposing stockholder approval authorizing (i) the transactions contemplated by the Note
Purchase Agreement, (ii) the transactions contemplated by all other agreements, warrants, convertible promissory notes, and instruments
entered into between the Company and White Lion, (iii) the issuance of all securities to White Lion, including securities in excess of
the 19.99% Nasdaq Rule 5635 Exchange Cap, and (iv) any related matters under the Equity Line of Credit Agreement dated February 25, 2025,
and applicable law.
Failure by the Company to take such actions will constitute a material breach of the Note Purchase Agreement and entitle White Lion to liquidated damages in the amount of $400,000, payable immediately in cash. For the avoidance of doubt, provided the Company has taken the necessary actions, failure to obtain stockholder approval shall not constitute a breach or default under the Note Purchase Agreement.
The original Note Purchase Agreement was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 12, 2025.
Amendment No. 1 to Common Stock Purchase Warrant.
The Company and White Lion also entered into Amendment No. 1 to the Common Stock Purchase Warrant, originally dated May 6, 2025. The amendment
revises the terms of the warrant to (i) clarify certain provisions regarding the exchange cap, and (ii) make conforming changes consistent
with the Note Purchase Agreement and the Equity Line of Credit Agreement.
The original Common Stock Purchase Warrant was filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on May 12, 2025.
Copies of Amendment No. 1 to the Note Purchase Agreement and Amendment No. 1 to the Common Stock Purchase Warrant are attached hereto as Exhibits 10.1 and 10.2 and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
EXHIBIT INDEX
| Exhibit No. | Description | |
| 10.1 | Amendment No. 1 to Note Purchase Agreement, dated August 10, 2025, by and between OSR Holdings, Inc. and White Lion Capital, LLC. | |
| 10.2 | Amendment No. 1 to Common Stock Purchase Warrant, dated August 10, 2025, by and between OSR Holdings, Inc. and White Lion Capital, LLC. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: August 20, 2025
| OSR HOLDINGS, INC. | |||
| By: | /s/ Kuk Hyoun Hwang | ||
| Name: | Kuk Hyoun Hwang | ||
| Title: | Chief Executive Officer | ||
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