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):
(Exact Name of Registrant as Specified in Charter)
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| of Incorporation) | Identification No.) |
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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
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Item 8.01 Other Events.
On July 24, 2025, OSR Holdings, Inc. (the “Company”), together with OSR Holdings Co., Ltd. (“OSRK”), entered into a non-binding term sheet with Woori IO Co., Ltd. (“WORIO”), outlining the principal terms of a proposed share exchange transaction pursuant to which WORIO would become a wholly owned subsidiary of OSRK.
Pursuant to the term sheet, WORIO shareholders would receive newly issued shares of OSRK, which may be convertible into Company common stock within three years, subject to certain conditions. The parties also agreed to a six-month exclusivity period and to conduct mutual due diligence. The transaction is subject to the negotiation and execution of definitive agreements.
A copy of the term sheet is filed as Exhibit 10.1 and incorporated herein by reference. A formal press release was issued by the Company on July 24, 2025.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
EXHIBIT INDEX
| Exhibit No. | Description | |
| 10.1 | Term Sheet, dated as of July 24, 2025, between OSR Holdings Co., Ltd., OSR Holdings, Inc,. and Woori IO Co., Ltd. | |
| 99.1 | Press Release, dated July, 24, 2025, announcing entry into term sheet with Woori IO Co., Ltd. | |
| 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: July 25, 2025
| OSR HOLDINGS, INC. | |||
| By: | /s/ Kuk Hyoun Hwang | ||
| Name: | Kuk Hyoun Hwang | ||
| Title: | Chief Executive Officer | ||
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