OSRH 8-K
OSR Health, Inc. (OSRH)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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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Exhibit 10.1
BINDING TERM SHEET
Global
License Agreement for VXM01
Between BCM Europe AG (“Licensee”) and Vaximm AG (“Licensor”)
Date: 13 January, 2026
This Binding Term Sheet supersedes and replaces in its entirety the non-binding term sheet dated 21 November 2025.
1. Parties
Licensor:
Vaximm AG, a Swiss biotechnology company and a wholly-owned subsidiary of OSR Holdings, Inc. (NASDAQ: OSRH) developing the VXM01 oral cancer immunotherapy platform.
Licensee:
BCM Europe AG (“BCME”), a Swiss-based investment entity and the largest shareholder of OSR Holdings, Inc. (“OSRH”) acting as development-stage biotech financier operating through a dedicated investment vehicle to be established and managed by BCME, tentatively named BCM Decentralized Science Investors I, LP (the “Fund”)
2. Transaction Overview
Licensor shall grant Licensee an exclusive, worldwide license to develop, manufacture, commercialize, out-license, or otherwise exploit the VXM01 immunotherapy platform, in exchange for:
| ● | Upfront payment: $30,000,000 |
| ● | Clinical, regulatory, and commercial milestones: Up to $815,000,000 in the aggregate |
| ● | Pass-through of downstream royalties from any Ultimate Licensee, subject to the delta-recovery mechanism described below |
BCME’s business model is that of a financial and licensing intermediary:
| ● | BCME (through the Fund) will develop VXM01 to the extent necessary to negotiate and conclude an Ultimate License Agreement with a global pharmaceutical company. |
| ● | BCME does not assume a standalone commercial royalty obligation to Vaximm. Instead, BCME will pass through royalties from the Ultimate Licensee, subject to the delta-recovery mechanism described below. |
3. Grant of License
Licensor grants BCME:
| ● | Exclusive, worldwide, sublicensable rights to VXM01 for all indications; |
| ● | Rights to develop, register, manufacture, commercialize, co-promote, or out-license VXM01; |
| ● | Rights to engage any Ultimate Licensee of Licensee’s choosing |
All existing and future Vaximm intellectual property relating to VXM01 is included within the scope of the license.
4. Financial Consideration
4.1 Upfront Payment to Vaximm
BCME shall pay Licensor:
| ● | $30,000,000, payable upon execution of the definitive Global License Agreement, structured as: |
| o | $15,000,000 in cash, and |
| o | $15,000,000 in digital assets, mutually agreed by the Parties. |
4.2 Clinical, Regulatory & Commercial Milestones
Licensee shall pay up to an additional:
| ● | $815,000,000 |
payable upon achievement of clinical, regulatory, and commercial milestones to be detailed in the Definitive Agreement.
Milestone Design Principles:
| ● | Milestones shall be primarily weighted toward clinical and regulatory achievements, including advancement through Phase 2 and Phase 3 development and regulatory approvals. |
| ● | Purely operational milestones (e.g. patient recruitment thresholds or trial initiation alone) shall be minimized and capped. |
| ● | The milestone schedule shall be consistent with industry-standard oncology licensing transactions, adjusted to reflect the Phase-2b-ready status of VXM01. |
5. Ultimate Licensee Out-License & Royalty Pass-Through
Licensee shall actively pursue an Ultimate Licensee (a global pharmaceutical partner) for VXM01.
All downstream economics received by Licensee from the Ultimate Licensee shall be treated as follows:
5.1 Milestone Retention and Accounting
Milestone payments received by Licensee from the Ultimate Licensee belong to Licensee; however, such payments shall be used solely for purposes of calculating the Negative Milestone Delta.
However, they are used in the calculation of the Negative Milestone Delta.
5.2 Negative Milestone Delta and Preferred Return Recovery Mechanism
For purposes of this Binding Term Sheet:
“Negative Milestone Delta” means:
(i) the aggregate milestone payments actually paid by Licensee to Licensor pursuant to Section 4.2,
2
plus
(ii) the Minimum
Preferred Return (as defined below) accrued for the Limited Partners of the Fund,
minus
(iii) the aggregate milestone payments actually received by Licensee from the Ultimate Licensee.
“Minimum Preferred Return” means a preferred return accruing for the benefit of the Limited Partners of the Fund on capital deployed in connection with VXM01, calculated in accordance with the definitive Global License Agreement and related fund documentation, at a rate not to exceed fifteen percent (15.0%) per annum, compounded annually or otherwise as agreed in the definitive documentation.
If the Negative Milestone Delta is greater than zero:
| ● | Licensee shall be entitled to full priority recovery of the Negative Milestone Delta; |
| ● | such recovery shall be made using one hundred percent (100%) of all royalty payments received by Licensee from the Ultimate Licensee; |
| ● | until the Negative Milestone Delta has been fully recovered in accordance with this Section 5.2. |
The Parties acknowledge that this recovery mechanism is intended to ensure that the Fund is able to recover both (i) milestone payments advanced to Licensor and (ii) a minimum preferred return for its Limited Partners, prior to any ongoing royalty pass-through.
5.3 Royalty Pass-Through (After Delta Recovery)
Upon full recovery of the Negative Milestone Delta (including the Minimum Preferred Return):
| ● | Licensee shall pass through one hundred percent (100%) of all subsequent royalty payments received from the Ultimate Licensee directly to Licensor, |
| ● | less only actual, documented third-party administrative costs (including legal, regulatory, accounting, and audit expenses), itemized annually and incurred in connection with administration of the license and royalty stream. |
Following such recovery, Licensee shall retain no ongoing royalty spread or economic participation in royalties derived from VXM01.
6. Blockchain-Based Royalty Participation (Conditional)
The Blockchain (“TAC”)-based royalty model applies only if Vaximm elects to draw development capital from the BCM Royalty Fund.
6.1 If Vaximm Draws Capital
Licensor shall contribute a negotiated percentage of its future commercial royalty revenue from VXM01 into a TAC Royalty Distribution Wallet for distribution to TAC holders.
6.2 If Vaximm Does Not Draw Capital
| ● | No TAC contribution obligation applies, |
| ● | Royalties flow solely through the pass-through mechanism in Section 5. |
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7. Development, Regulatory, and Commercial Responsibilities
7.1 Licensee Responsibilities
Licensee shall:
| ● | fund necessary clinical development activities (directly or through BCME-appointed operators); |
| ● | manage activities required for out-licensing; |
| ● | prepare global partnering materials; |
| ● | negotiate the Ultimate License Agreement; |
| ● | maintain KYC/AML-compliant fund operations |
Licensee does not assume independent regulatory or commercial obligations beyond facilitating the out-license, unless mutually agreed.
7.2 Licensor Responsibilities
Licensor shall:
| ● | cooperate on scientific diligence, data access, regulatory files, CMC packages; |
| ● | provide reasonable assistance for Licensee’s global partnering; |
| ● | maintain IP filings as required |
8. Intellectual Property
Licensor retains ownership of all underlying intellectual properties.
Licensee receives:
| ● | an exclusive license to all current and future IPs relating to VXM01, |
| ● | rights to prosecute, maintain, expand, or enforce IPs at Licensee’s expense. |
9. Term & Termination
9.1 Term
Term continues until the earlier of:
| ● | expiration of patents worldwide, or |
| ● | the final commercial royalty payment from the Ultimate Licensee. |
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9.2 Termination
Either party may terminate for:
| ● | uncured material breach (60 days), |
| ● | bankruptcy/dissolution, |
| ● | regulatory prohibition. |
Upon termination:
| ● | all license rights revert to Licensor; |
| ● | royalties already distributed remain final, |
| ● | Licensee’s delta recovery ceases unless otherwise agreed. |
10. Representations & Warranties
Both parties provide standard representations regarding:
| ● | corporate authority, |
| ● | absence of conflicting obligations, |
| ● | ownership of intellectual property, |
| ● | compliance with applicable regulations. |
11. Exclusivity
Upon execution of this Binding Term Sheet, Licensor grants Licensee a 120-day exclusivity period to finalize the Definitive Agreement, perform diligence, and structure milestone schedules.
12. Governing Law
| ● | This Term Sheet and Definitive Agreement shall be governed by the laws of Switzerland (Canton of Basel). |
| ● | TAC-related mechanisms shall be subject to arbitration under the Swiss Arbitration Centre rules |
13. Binding Terms
Except for provisions expressly stated to be non-binding, this Term Sheet is binding upon the Parties, including Sections:
| ● | Grant of License |
| ● | Financial Consideration |
| ● | Milestone and Royalty Mechanics |
| ● | Exclusivity |
| ● | Confidentiality |
| ● | Governing Law |
| ● | Independent Fairness Opinion |
Execution of the Definitive Agreement remains subject to customary conditions, including completion of Licensor’s board review and receipt of an independent third-party fairness opinion.
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14. Independent Fairness Opinion
14.1 Fairness Opinion Requirement
The Parties acknowledge that this transaction constitutes a related-party transaction, as Licensor, OSR Holdings, Inc., and Licensee are affiliated entities.
As a condition to the binding effectiveness of this Term Sheet, the Parties shall jointly engage, or Licensor shall engage with the consent of Licensee, an independent third-party valuation firm with recognized expertise in life-science and biopharmaceutical licensing transactions (the “Valuation Firm”) to provide a written fairness opinion (the “Fairness Opinion”).
14.2 Scope of Fairness Opinion
The Fairness Opinion shall address whether, as of the date thereof and based upon and subject to the assumptions, limitations, and qualifications set forth therein, the financial terms and overall consideration contemplated by this Binding Term Sheet are fair, from a financial point of view, to:
| ● | (i) Vaximm AG, and |
| ● | (ii) the stockholders of OSR Holdings, Inc., |
in each case, taking into account the fair market value of VXM01 and customary industry benchmarks for comparable oncology licensing transactions.
14.3 Timing and Process
The Valuation Firm shall be engaged promptly following execution of this Binding Term Sheet, and the Parties shall cooperate in good faith to provide all information reasonably requested by the Valuation Firm.
14.4 Effect of Fairness Opinion
| ● | If the Fairness Opinion concludes that the terms of this Binding Term Sheet are fair and reasonable from a financial point of view, this Term Sheet shall remain binding in accordance with its terms, subject to execution of the Definitive Agreement. |
| ● | If the Fairness Opinion concludes that the terms are not fair from a financial point of view, either Party may terminate this Term Sheet without liability (other than with respect to provisions expressly stated to survive termination), unless the Parties mutually agree to amend the economic terms to address the conclusions of the Fairness Opinion. |
14.5 Costs
The costs and expenses of the Valuation Firm shall be borne equally by Licensor and Licensee, unless otherwise agreed by the Parties.
15. Signatures
| For BCM Europe AG | ||
| /s/ Ralf Kubli | ||
| Name: | Ralf Kubli | |
| Title: | Chief Operating Officer | |
| Date: | 13 January, 2026 | |
| For Vaximm AG | ||
| /s/ Andreas Niethammer | ||
| Name: | Dr. Andreas Niethammer | |
| Title: | Chief Executive Officer | |
| Date: | 13 January, 2026 | |
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Exhibit 99.1
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
BELLVUE, Wash., Jan. 12, 2026 — OSR Holdings, Inc. (NASDAQ: OSRH) today announced that its Swiss biotechnology subsidiary, Vaximm AG, has received a binding term sheet from BCM Europe AG confirming BCM Europe’s interest in entering a global exclusive licensing transaction for VXM01, Vaximm’s lead immunotherapy candidate.
Under the terms of the binding term sheet, BCM Europe intends to establish and manage a dedicated investment vehicle, anchored by a strategic investor, tentatively named BCM Decentralized Science Investors I, LP (the “Fund”), which would act as the Licensee under the contemplated definitive license agreement. The proposed transaction structure includes:
| ● | the grant of global exclusive rights to develop and commercialize VXM01 to the Fund; |
| ● | an upfront payment of $30 million, an increase from the previously discussed non-binding proposal, structured as 50% cash and 50% digital assets; |
| ● | aggregate milestone payments of up to $815 million, with the milestone structure weighted primarily toward clinical and development achievements, rather than operational milestones; and |
| ● | a royalty pass-through structure, pursuant to which the Fund would pass through royalty revenues received from a future sublicensee or commercial partner (the “Ultimate Licensee”) to Vaximm, subject to a reconciliation mechanism reflecting the difference, if any, between milestone payments received from the Ultimate Licensee and the aggregate milestone payments paid by the Fund to Vaximm. |
Vaximm’s Board of Directors will conduct a comprehensive review of the binding term sheet and has determined to engage an independent third-party valuation firm with recognized expertise in life-science and biotechnology licensing transactions to provide a fairness opinion. The fairness opinion will evaluate whether the proposed transaction is fair and reasonable to Vaximm and OSR Holdings’ shareholders from a financial point of view, based on the fair market value of VXM01.
“VXM01 has demonstrated encouraging clinical and safety data across multiple indications. The receipt of this binding term sheet reflects the growing recognition of VXM01’s potential value as a differentiated immunotherapy asset and underscores BCM Europe’s genuine intent and capability to close the deal,” said Andreas Niethammer, CEO of Vaximm AG. “If completed, this proposed licensing framework would provide a strong foundation to advance VXM01 into later-stage development while preserving long-term upside for Vaximm.”
The parties currently target, on a best-efforts basis, to negotiate and execute a definitive global exclusive license agreement by the end of May 2026, subject to customary conditions, including the completion of Vaximm’s board review, receipt of an independent third-party fairness opinion, final documentation, and required approvals.
“This binding term sheet represents a meaningful progression from earlier discussions and reflects third-party confidence in the value of VXM01,” said Tim Smith, Head of Investor Relations at OSR Holdings. “While we remain mindful that a definitive agreement has not yet been executed, we believe the proposed structure, together with an independent valuation review, demonstrates a disciplined approach to unlocking long-term value for OSR Holdings’ shareholders.”
About OSR Holdings, Inc.
OSR Holdings, Inc. (NASDAQ: OSRH) is a global healthcare holding company dedicated to advancing biomedical innovations in healthcare and wellness. Through its subsidiaries, OSRH engages in immuno-oncology, regenerative biologics, and medical device technologies to improve global health outcomes. Learn more at www.OSR-Holdings.com.
About Vaximm AG
Vaximm AG is a privately held Swiss-German biotechnology company and a wholly owned subsidiary of OSR Holdings, Inc. (NASDAQ: OSRH). Vaximm's proprietary orally administered T-cell vaccination platform harnesses live, attenuated bacterial vectors to deliver tumor-associated antigens, inducing robust cellular immune responses. Lead candidate VXM01, targeting VEGFR-2, has demonstrated clinical activity and safety in multiple cancer indications.
About BCM Europe AG
BCM Europe AG is a Switzerland-based life sciences investment entity and the largest shareholder of OSR Holdings.
Forward-Looking Statements
This press release contains forward-looking statements regarding the potential licensing agreement between Vaximm AG and BCM Europe AG, the development and commercialization of VXM01, and the expected benefits of the collaboration. Actual results may differ materially due to risks and uncertainties, including the possibility that a definitive agreement may not be reached or anticipated milestones may not be achieved. OSR Holdings, Vaximm, and BCM Europe AG do not assume any obligation to update these statements except as required by law.
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