OSR Holdings Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits
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Item 1.01. Entry into a Material Definitive Agreement
On January 13, 2025, Vaximm AG, a wholly-owned subsidiary of OSR Holdings, Inc. (the “Company”), entered into a Binding Term Sheet (the “Term Sheet”) with BCM Europe AG (“BCME”), the largest shareholder of the Company, relating to a proposed global exclusive license of Vaximm’s VXM01 oral cancer immunotherapy platform.
The Term Sheet supersedes and replaces in its entirety the prior non-binding term sheet dated November 21, 2025.
Pursuant to the Term Sheet, Vaximm agreed to grant BCME an exclusive, worldwide, sublicensable license to develop and commercialize VXM01, subject to the execution of a definitive global license agreement.
Under the Term Sheet, upon execution of the definitive agreement, BCME has agreed to pay Vaximm an upfront payment of $30.0 million (comprised of $15.0 million in cash and $15.0 million in digital assets) and up to $815.0 million in aggregate clinical, regulatory, and commercial milestone payments.
The Term Sheet contains binding provisions relating to the grant of license, financial consideration, and exclusivity, and execution of the definitive agreement remains subject to customary conditions, including receipt of an independent third-party 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 7.01. Regulation FD Disclosure
On January 12, 2025, the Company issued a press release announcing that its subsidiary, Vaximm AG, received a binding term sheet from BCM Europe AG relating to a proposed global exclusive license of the VXM01 oral cancer immunotherapy platform. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01 and Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
EXHIBIT INDEX
| Exhibit No. | Description | |
| 10.1 | Global License Agreement for VXM01, dated January 13, 2026, between Vaximm AG and BCM Europe AG | |
| 99.1 | Press Release dated January 12, 2026 titled “Vaximm, an OSR Company, Receives Binding Term Sheet from BCM Europe for Global Exclusive License of VXM01 with $30M Upfront and Up to $815M in Milestones” | |
| 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: January 14, 2026
| OSR HOLDINGS, INC. | |||
| By: | /s/ Kuk Hyoun Hwang | ||
| Name: | Kuk Hyoun Hwang | ||
| Title: | Chief Executive Officer | ||
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