OSRH 8-K
OSR Health, Inc. (OSRH)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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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:
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Stock Market LLC | ||||
| The 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 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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Exhibit 10.1
AMENDMENT NO. 1 TO
NOTE PURCHASE AGREEMENT OSR HOLDINGS, INC.
This AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT (this “Amendment”), effective as of June 30, 2025, amends that certain NOTE PURCHASE AGREEMENT, dated May 6, 2025 (the “Agreement”), by and between OSR HOLDINGS, INC., a Delaware corporation (the “Company”) and WHITE LION CAPITAL, LLC, DBA WHITE LION GBM INNOVATION FUND, a Nevada limited
liability company (the “Buyer”). All capitalized terms used but not defined herein shall have the respective
meanings ascribed to them in the Agreement.
1. Revisions to Section 5(f). Section 5(f) (Stockholder Approval) of the Agreement is hereby deleted in its entirety and replaced with the following:
“(f) Meeting for Stockholder Approval. The Company shall take all actions necessary, including, without limitation, the filing of all necessary proxy materials (collectively, “Necessary Actions”) to convene a meeting of its stockholders prior to September 19, 2025 for the purpose of obtaining Stockholder Approval. For purposes of this Agreement, “Stockholder Approval” means the affirmative vote of the holders of a majority of the Company’s outstanding voting Common Stock present in person or represented by proxy at such meeting, authorizing:
(i) the transactions contemplated by this Agreement;
(ii) the transactions contemplated by all other agreements, warrants, convertible promissory notes, and instruments entered into between the Company and the Buyer;
(iii) the issuance of all Securities, and the issuance of any and all other securities issued by the Company to the Buyer, in excess of the 19.99% limit imposed by Nasdaq Rule 5635 (the “Exchange Cap,” as defined in the Common Stock Purchase Agreement dated February 25, 2025, by and between the Company and the Buyer (the “ELOC Agreement”)); and
(iv) any related matters in accordance with the ELOC Agreement, applicable law, and the Company’s governing documents.
Failure by the Company to take the Necessary Actions shall constitute a material breach and default under this Agreement and shall entitle the Buyer, at its sole discretion, to liquidated damages in the amount of $400,000.00, 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 breach or default under this Agreement nor carry any penalty.”
2. Representations and Warranties. Each of the Buyer and the Company represents and warrants that it has the authority and legal right to execute, deliver and carry out the terms of this Amendment, that such actions were duly authorized by all necessary entity action and that the officers executing this Amendment on its behalf were similarly authorized and empowered and that this Amendment does not contravene any provisions of its articles of incorporation, bylaws, certificate of formation, limited liability company agreement or other formation documents, as applicable, or of any contract or agreement to which it is a party or by which any of its properties are bound.
3. Miscellaneous.
(a) Except as modified by this Amendment, the Agreement continues in full force and effect in accordance with its terms.
(b) This Amendment may be executed in any number of counterparts and by electronic transmission (which shall bind the parties hereto), each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.
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(Signature Page Follows)
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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective officers thereunto duly authorized as of the date first above indicated.
| OSR HOLDINGS, INC. | ||
| By: | /s/ Kuk Hyoun Hwang | |
| Name: | Kuk Hyoun Hwang | |
| Title: | Chief Executive Officer | |
| Acknowledged and accepted by the Buyer: | ||
| WHITE LION CAPITAL, LLC, | ||
| DBA WHITE LION GBM INNOVATION FUND | ||
| By: | /s/ Yash Thukral | |
| Name: | Yash Thukral | |
| Title: | Managing Director | |
Exhibit 10.2
AMENDMENT NO. 1 TO
COMMON STOCK PURCHASE WARRANT OSR HOLDINGS, INC.
This AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT (this “Amendment”), effective as of June 30, 2025, amends that certain COMMON STOCK PURCHASE WARRANT, dated May 6, 2025 (the “Warrant”), issued by OSR HOLDINGS, INC. (the “Company”) to WHITE LION CAPITAL, LLC, DBA WHITE LION GBM INNOVATION FUND (the “Holder”). All
capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Warrant.
1. Amendment to Section 3(f). Section 3(f) (Failure to Approve Issuances) of the Warrant is hereby deleted in its entirety and replaced with the following:
“(f) Meeting for Stockholder Approval. The Company shall take all actions necessary, including, without limitation, the filing of all necessary proxy materials (collectively, “Necessary Actions”), to convene a meeting of its stockholders prior to September 19, 2025 for the purpose of obtaining Stockholder Approval. For purposes of this Warrant, “Stockholder Approval” means the affirmative vote of the holders of a majority of the Company’s outstanding voting Common Stock present in person or represented by proxy at such meeting, authorizing:
(i) the transactions contemplated by this Warrant;
(ii) the transactions contemplated by all other agreements, convertible promissory notes, and instruments entered into between the Company and the Buyer;
(iii) the issuance of all Securities, and the issuance of any and all other securities issued by the Company to the Buyer, in excess of the 19.99% limit imposed by Nasdaq Rule 5635 (the “Exchange Cap,” as defined in the Common Stock Purchase Agreement dated February 25, 2025, by and between the Company and the Buyer (the “ELOC Agreement”)); and
(iv) any related matters in accordance with the ELOC Agreement, applicable law, and the Company’s governing documents.
Failure by the Company to take the Necessary Actions shall constitute a material breach and default under this Warrant and the Exercise Price shall be immediately adjusted to $0.01 at the sole election of the Holder. For the avoidance of doubt, provided the Company has taken the Necessary Actions, failure to obtain Stockholder Approval shall not constitute breach or default under this Agreement nor carry any penalty.”
2. Representations and Warranties. Each of the Holder and the Company represents and warrants that it has the authority and legal right to execute, deliver and carry out the terms of this Amendment, that such actions were duly authorized by all necessary entity action and that the officers executing this Amendment on its behalf were similarly authorized and empowered and that this Amendment does not contravene any provisions of its articles of incorporation, bylaws, certificate of formation, limited liability company agreement or other formation documents, as applicable, or of any contract or agreement to which it is a party or by which any of its properties are bound.
3. Miscellaneous.
(a) Except as modified by this Amendment, the Warrant continues in full force and effect in accordance with its terms.
(b) This Amendment may be executed in any number of counterparts and by electronic transmission (which shall bind the parties hereto), each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.
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(Signature Page Follows)
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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective officers thereunto duly authorized as of the date first above indicated.
| OSR HOLDINGS, INC. | ||
| By: | /s/ Kuk Hyoun Hwang | |
| Name: | Kuk Hyoun Hwang | |
| Title: | Chief Executive Officer | |
| Acknowledged and accepted by the Holder: | ||
| WHITE LION CAPITAL, LLC, | ||
| DBA WHITE LION GBM INNOVATION FUND | ||
| By: | /s/ Yash Thukral | |
| Name: | Yash Thukral | |
| Title: | Managing Director | |