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 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.
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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.
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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: October 16, 2025
| OSR HOLDINGS, INC. | |||
| By: | /s/ Kuk Hyoun Hwang | ||
| Name: | Kuk Hyoun Hwang | ||
| Title: | Chief Executive Officer | ||
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