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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): November 21, 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 7.01. Regulation FD Disclosure
On November 21, 2025, the Company issued a press release announcing that its Swiss-based subsidiary, Vaximm AG, entered into a global license term sheet with BCM Europe AG for the VXM01 oral 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 Exchange Act.
Item 8.01. Other Events
On November 21, 2025, Vaximm AG, a Swiss-based subsidiary of OSR Holdings, Inc., entered into a non-binding Global License Agreement Term Sheet with BCM Europe AG (“BCME”), the largest shareholder of the Company.
The Term Sheet outlines the principal terms under which Vaximm and BCME intend to negotiate a definitive global license agreement relating to the Company’s VXM01 oral cancer immunotherapy platform. The Term Sheet includes an exclusivity period for negotiations and certain binding provisions, but does not constitute a definitive agreement and does not impose material obligations on the Company at this stage.
A copy of the Term Sheet is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
EXHIBIT INDEX
| Exhibit No. | Description | |
| 10.1 | Global License Agreement Term Sheet, dated November 21, 2025, between Vaximm AG and BCM Europe AG | |
| 99.1 | Press Release dated November 21, 2025 titled “Vaximm AG, an OSR Company, Enters Term Sheet With BCM Europe for Potential VXM01 License with $20M Upfront and Up to $815M in Milestones.” | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: November 25, 2025
| OSR HOLDINGS, INC. | |||
| By: | /s/ Kuk Hyoun Hwang | ||
| Name: | Kuk Hyoun Hwang | ||
| Title: | Chief Executive Officer | ||
2
Exhibit 10.1
TERM SHEET
Global License Agreement for VXM01
Between BCM Europe AG (“Licensee”) and Vaximm AG (“Licensor”)
Date: 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 with licensing model.
2. Transaction Overview
Vaximm grants BCME an exclusive, worldwide license to develop, manufacture, commercialize, out-license, or otherwise exploit the VXM01 immunotherapy platform, in exchange for:
| ● | Upfront payment: $20,000,000 |
| ● | Clinical & regulatory milestones: Up to $815,000,000 |
| ● | Pass-through of downstream royalties from any Ultimate Licensee BCME’s business model is that of a financial intermediary: |
BCME will develop VXM01 to the extent necessary to negotiate and conclude an Ultimate License Agreement with a global pharmaceutical company.
BCME is not assuming a commercial royalty obligation to Vaximm; instead, BCME will pass through future royalties it receives 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 |
| ● | Rights to engage any Ultimate Licensee of BCME’s choosing |
All existing Vaximm intellectual property relating to VXM01 is included.
4. Financial Consideration
4.1 Upfront Payment to Vaximm
BCME shall pay Licensor:
| ● | $20,000,000 within 10 business days of signing the Definitive Agreement. |
4.2 Clinical, Regulatory & Commercial Milestones
BCME 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, consistent with industry-standard oncology milestone schedules. |
BCME assumes these milestone obligations as part of the acquisition of global rights.
5. Ultimate Licensee Out-License & Royalty Pass-Through
BCME will actively pursue an Ultimate Licensee (a global pharmaceutical partner) for VXM01.
All downstream economics received by BCME from the Ultimate Licensee shall be treated as follows:
5.1 Milestone Pass-Through (No Sharing)
Milestone payments received by BCME from the Ultimate Licensee belong entirely to BCME. However, they are used in the calculation of the Negative Milestone Delta.
5.2 Negative Milestone Delta Recovery Mechanism
“Negative Milestone Delta” =
(Milestones paid by BCME to Vaximm + Minimum Return (IRR Equivalent)) MINUS
(Milestones received by BCME from Ultimate Licensee) If negative delta > 0:
| ● | BCME is entitled to fully recover the negative delta first, |
| ● | using 100% of incoming royalties from the Ultimate Licensee, |
| ● | until the entire delta is recovered. |
This is a full-priority recovery.
5.3 Royalty Pass-Through (After Delta Recovery)
Once the Negative Milestone Delta = zero:
BCME shall pass through 100% of all future royalty payments it receives from the Ultimate Licensee directly to Vaximm, minus:
| ● | actual third-party admin costs (legal, regulatory, accounting), itemized annually. |
BCME keeps no ongoing royalty spread.
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 from BCM Royalty Fund
Vaximm will:
| ● | contribute a fixed percentage of its future commercial royalty revenue from VXM01 |
| ● | into the TAC Royalty Distribution Wallet |
| ● | for distribution to TAC holders. |
Percentage to be negotiated (industry norm to be established and applied).
6.2 If Vaximm does NOT draw capital
Then:
| ● | no TAC contribution obligation applies, and |
| ● | commercial royalties flow only through the pass-through mechanism in Section 5. |
7. Development, Regulatory, and Commercial Responsibilities
7.1 BCME Responsibilities
BCME shall:
| ● | fund necessary clinical development activities (directly or through BCME-appointed operators) |
| ● | manage all activities required for out-licensing |
| ● | prepare global partnering materials |
| ● | negotiate Ultimate License Agreement |
| ● | maintain KYC/AML-compliant fund operations |
BCME does not assume regulatory or commercial obligations beyond facilitating the out-license, unless mutually agreed.
7.2 Vaximm Responsibilities
Vaximm shall:
| ● | cooperate on scientific diligence, data access, regulatory files, CMC packages |
| ● | provide reasonable assistance for BCME’s global partnering |
| ● | maintain IP filings as required |
8. Intellectual Property
Vaximm retains ownership of all underlying IP.
BCME receives:
| ● | exclusive license to all current and future IP relating to VXM01, |
| ● | rights to prosecute, maintain, expand, or enforce IP at BCME’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. |
9.2 Termination
Either party may terminate for:
| ● | uncured material breach (60 days), |
| ● | bankruptcy/dissolution, |
| ● | regulatory prohibition. |
Upon termination:
| ● | BCME retains no license rights, |
| ● | royalties already distributed to Vaximm remain final, |
| ● | BCME’s delta recovery ceases unless negotiated otherwise. |
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 Term Sheet, Vaximm grants BCME a 120-day exclusivity period to finalize the Definitive Agreement, perform diligence, structure milestone schedules, and prepare out-license materials.
12. Governing Law
| ● | This Term Sheet and Definitive Agreement shall be governed by the laws of Switzerland (Zug). |
| ● | TAC mechanisms governed by smart-contract arbitration (Swiss Arbitration Centre). |
13. Binding Terms
The following sections are binding:
| ● | Exclusivity |
| ● | Confidentiality |
| ● | Governing Law |
| ● | Diligence Obligations |
| ● | Costs & Expenses (if added) |
All other sections are non-binding until execution of the definitive agreement.
14. Signatures
| For BCM Europe AG | ||
| /s/ Ralf Kubli | ||
| Name: | Ralf Kubli | |
| Title: | Chief Operating Officer | |
| Date: | 21 November, 2025 | |
| For Vaximm AG | ||
| /s/ Kuk Hyoun Hwang | ||
| Name: | Kuk Hyoun Hwang | |
| Title: | Board Member | |
| Date: | 21 November, 2025 | |
6
Exhibit 99.1
Vaximm AG, an OSR Company, Enters Term Sheet With BCM Europe for Potential VXM01 License with $20M Upfront and Up to $815M in Milestones
Bellevue, WA – November 21, 2025 – OSR Holdings, Inc. (NASDAQ: OSRH), today announced that Vaximm AG, an OSR Company, has entered into a non-binding term sheet with BCM Europe AG (“BCME”), a Swiss-based life sciences investment group and OSRH’s largest shareholder, to explore a potential exclusive global licensing agreement for VXM01, Vaximm’s first-in-class oral cancer immunotherapy platform.
The term sheet establishes a six-month exclusivity period during which Vaximm and BCME intend to negotiate and finalize a definitive licensing agreement, subject to customary due diligence and Board approvals. Under the contemplated terms (which remain subject to final negotiation and execution of definitive agreements):
| l | Vaximm would receive a $20 million upfront payment |
| l | Up to $815 million in clinical, regulatory, and commercial milestone payments, and |
| l | a pass-through of commercial royalties that BCME may receive from any future pharmaceutical partner after BCME recovers any milestone differential under a defined delta-recovery mechanism. |
The proposed structure positions BCME as a strategic financial intermediary, funding the partnering and development activities required to secure a global out-license with a major pharmaceutical company. The model mirrors the structured financing approaches used by Royalty Pharma, Blackstone Life Sciences, and RTW Investments, which provide capital to biotech innovators in exchange for future royalties or milestone-based returns.
“This term sheet marks an important step forward for Vaximm and our VXM01 oral T-cell immunotherapy platform,” said Andreas Niethammer, incoming CEO of Vaximm AG. “The contemplated collaboration with BCME would accelerate development and global commercialization of VXM01, while allowing us to retain full ownership of our intellectual property and continue our mission to deliver innovative immunotherapies to patients worldwide.”
“Vaximm’s oral T-cell platform represents a truly innovative approach in oncology, with the potential to transform cancer treatment,” said Tim Smith, Head of IR, OSR Holdings. “Entering this exclusivity period with BCME reflects our shared commitment to maximizing the global opportunity for VXM01, and we are excited to work towards a definitive agreement that positions the asset for a major pharmaceutical partnership.”
The term sheet also outlines an optional blockchain-based royalty participation mechanism, using “TAC” tokens as an on-chain representation of the future royalty revenue stream. If Vaximm elects to draw development capital from the BCM Royalty Fund, a portion of VXM01 commercial royalties could be allocated to TAC token holders. If not, royalties flow solely through the BCME pass-through structure.
During the exclusivity period, BCME and Vaximm will collaborate to complete confirmatory diligence, prepare partnering materials, and finalize the structure and documentation of the proposed definitive license. Vaximm retains full ownership of all VXM01 intellectual property, while BCME would receive exclusive global rights only upon execution of a definitive agreement.
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 oral 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.
Media & Investor Contact
OSR Holdings, Inc.
Investor Relations
ir@osr-holdings.com