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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 13, 2025
| OSR HOLDINGS, 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.
On October 13, 2025, OSR Holdings Co., Ltd. (“OSRK”), a wholly owned subsidiary of OSR Holdings Inc. (NASDAQ: OSRH, the “Company”), entered into a Share Exchange Agreement (the “Agreement”) with Woori IO Co., Ltd. (“WORIO”). Under the Agreement, OSRK will acquire all issued and outstanding shares of WORIO through a comprehensive share exchange under the Korean Commercial Act, and WORIO will become a wholly owned subsidiary of OSRK and indirectly of the Company.
WORIO is a South Korea-based medical-device company developing non-invasive biosensing technology for glucose monitoring and related health parameters. Its proprietary near-infrared spectroscopy (NIRS) platform aims to enable needle-free continuous glucose monitoring for diabetes patients. Of particular note, WORIO has been providing technical development services to Samsung Electronics (“Samsung”) under a Non-invasive Blood Glucose Monitor PoC Development Services Agreement(“Service Agreement”) pursuant to which Samsung provided WORIO with a certain amount of non-dilutive funding. The details of such funding will not be disclosed in order to protect Samsung’s business confidentiality. This Service Agreement serves as the basis for WORIO to conduct the trials to test the Proof of Concept of WORIO’s NIRS technologies in monitoring and collecting data on blood glucose levels of the patients who participated in the trials. These programs, conducted under the Service Agreement, provide collaborative support for product validation and pilot testing of WORIO’s non-invasive glucose monitoring devices.
Each WORIO share will be exchanged for 0.948832 OSRK shares, and OSRK will issue 84,338 new shares in total to the existing WORIO shareholders in exchange for their 88,891 WORIO shares. The aggregate transaction value is approximately KRW 15 billion (USD 10.6 million).
The closing of the transaction is subject to customary conditions including shareholder approval by WORIO (target meeting date December 19, 2025) and regulatory clearances. The effective date of the share exchange is expected to be January 12, 2026.
Under Annex 2 of the Agreement, if within three years after closing the Company’s common stock reaches USD 10.00 per share on NASDAQ, the OSRK shares received by former WORIO shareholders may be exchanged for OSR Holdings Inc. common stock at a ratio of 12.96 OSRH shares for each OSRK share, subject to applicable U.S. securities laws and Board approval. A copy of Annex 2 of the Agreement is filed as Exhibit 2.1A and incorporated herein by reference.
Item 7.01. Regulation FD Disclosure
On October 14, 2025, the Company issued a press release announcing the execution of the definitive agreement to acquire Woori IO Co., Ltd. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
EXHIBIT INDEX
Certain portions of the Share Exchange Agreement relating solely to OSR Holdings Co., Ltd. and Woori IO Co., Ltd. have been omitted as they are not material to OSR Holdings Inc. and would likely cause competitive harm if disclosed. OSR Holdings Inc. agrees to furnish supplementally a copy of any omitted portions to the Securities and Exchange Commission upon request.
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, 2025
| OSR HOLDINGS, INC. | |||
| By: | /s/ Kuk Hyoun Hwang | ||
| Name: | Kuk Hyoun Hwang | ||
| Title: | Chief Executive Officer | ||
Exhibit 2.1
[Annex 2: Translation of the Korean original]
Conditions for Exchange into OSR Holdings Inc. Shares
| 1. | Exchange into OSRH Shares |
Pursuant to this Share Exchange Agreement, the shares of OSR Holdings Co., Ltd. (“OSRK”) to be acquired by the existing shareholders of Woori IO Co., Ltd. (“WORIO”) shall, upon the request of such shareholders, be exchanged for newly issued shares of common stock of OSR Holdings Inc. (“OSRH”), provided that the share price of OSRH traded on the NASDAQ reaches USD 10.00. Such exchange shall be effected following the completion of all actions required by the Board of Directors of OSRH and compliance with applicable U.S. securities laws.
The exchange ratio is hereby fixed at 12.96 newly issued OSRH common shares for each one (1) share of OSRK, with the aggregate number of OSRH common shares to be issued upon such exchange fixed at 1,093,020 shares.
| 2. | Effective Period of Exchange Right |
The exchange right described in Section 1 shall remain effective for a period of three (3) years from the date of execution of this Share Exchange Agreement. In the event that the foregoing price condition is not satisfied within such three-year period, the Parties shall renegotiate in good faith an alternative compensation arrangement.
For the avoidance of doubt, in the event that an exchange into OSRH shares occurs pursuant to Section 1, no trading restrictions shall be imposed on such OSRH shares.
Exhibit 99.1
OSR Holdings Signs Definitive Agreement to Acquire Woori IO, a Pioneer in Noninvasive Glucose Monitoring with Potential to Transform Diabetes Care
Bellevue, Washington & Seoul, South Korea — October 14, 2025 — OSR Holdings, Inc. (NASDAQ: OSRH) today announced that it has executed a definitive agreement to acquire Woori IO Co., Ltd. (“WORIO”), a pioneer in noninvasive glucose monitoring (NIGM), via a comprehensive share exchange. The acquisition reinforces OSRH’s dedication to advancing biomedical innovation by adding a potential breakthrough technology for diabetes care, bringing truly needle-free glucose monitoring closer to patients globally and promising a safer, more convenient and accurate alternative to currently available technologies.
Through this acquisition, OSRH aims to strengthen its medical-device platform, diversify its healthcare portfolio, and capture recurring revenue from the global glucose-monitoring market. Strategic highlights of the WORIO acquisition include:
| ● | Technology Leadership — Proprietary near-infrared spectroscopy (NIRS)-based technology enables truly needle-free continuous glucose monitoring, a potential breakthrough in diabetes care. |
| ● | Industry Recognition — Established partnership with a major global consumer electronics company to advance clinical development, underscoring an immense potential value in its NIRS-based technology and global growth potential. |
| ● | Digital Asset Integration — Creates and expands opportunities to integrate WORIO’s noninvasive glucose monitoring with health engagement and reward programs, including emerging and already established utility tokens. |
| ● | Value Creation — Strengthens OSRH’s innovation platform while opening growth opportunities in a global glucose-monitoring market projected to be worth $40+ billion by 2030, at an attractive valuation that maximizes shareholder value. |
Under the definitive agreement, WORIO will become a wholly owned subsidiary of OSRH’s Korean affiliate, OSR Holdings Co., Ltd. (“OSRK”). WORIO shareholders will receive newly issued OSRK shares worth KRW15bn (~$10.5 million) in exchange for WORIO shares. If, within 3 years of the share exchange, OSRH reaches at least $10 per share, OSRK shares may be converted into OSRH common stock at a ratio of 12.96:1 or approximately 1.09 million new shares.
“The acquisition of Woori IO delivers significant upside for OSRH shareholders,” said Peter Hwang, CEO of OSRH. “Acquired at a valuation of less than $11 million, Woori IO is an undervalued opportunity compared with multi-billion-dollar continuous glucose monitor (CGM) peers like Dexcom. We believe WORIO brings a recognized, high-growth noninvasive glucose-monitoring platform into the OSRH ecosystem. Importantly, there is no immediate dilution for OSRH shareholders, allowing them to participate in the potential upside from a disruptive technology well-positioned to enter the fast-growing global glucose-monitoring market while preserving existing ownership stakes.”
“We’re thrilled to become an OSR Company, a major milestone for Woori IO” said Sunkie Park, CEO of WORIO. “We have full confidence in OSR Holdings’ global expertise to not only help us develop and scale our needle-free glucose monitoring solution for diabetes care but also explore additional use cases and broader digital health initiatives, maximizing the impact of our proprietary NIRS-based technology for patients and healthcare providers worldwide.”
WORIO has partnered with a major global consumer electronics company to advance the clinical development of its noninvasive glucose-monitoring devices. The collaboration included non-dilutive funding and participation of the partner’s employees in initial proof-of-concept trials. WORIO’s regulatory strategy includes launching its clinical trials in Korea at a leading medical center in Seoul, utilizing the center’s deep domain expertise to advance studies and generate data that can potentially support approvals for medical devices regionally.
Following the acquisition, WORIO will leverage OSRH’s governance, global partnerships and clinical development resources to accelerate product development, enhance supply readiness, and boost commercialization speed and efficiency. “This technology could redefine glucose monitoring for millions living with diabetes,” said Dr. Constance Höfer, CSO of OSRH. “By enabling continuous, truly needle-free data collection, it also supports deeper research into metabolic health, cancer recurrence, exercise physiology, and human performance.”
Forward-Looking Statements
This press release includes forward-looking statements regarding the expected benefits, synergies, timing, and operations related to this acquisition. Actual results may differ materially due to risks and uncertainties, including regulatory approvals, market conditions, integration execution, and other transaction-related contingencies.
About OSR Holdings, Inc.
OSR Holdings, Inc. (NASDAQ: OSRH) is a global healthcare holding company dedicated to advancing biomedical innovation approaches to health and wellness. Through its subsidiaries, OSRH is engaged in immuno-oncology, regenerative biologics, and medical device technologies. Its vision is to build a portfolio of breakthrough healthcare solutions to improve global health outcomes. Learn more at www.OSR-Holdings.com.
About Woori IO Co., Ltd.
Woori IO is a South Korea-based medical device company developing noninvasive biosensing technologies for glucose monitoring and beyond. Its proprietary NIRS-based system enables accurate, pain-free glucose tracking and is designed for integration into wearables. The company has been recognized by a leading global consumer electronics company’s startup program for its innovation in NIGM technology.
Media & Investor Contacts
OSR Holdings, Inc.
Investor Relations
Email: ir@osr-holdings.com