OSR Holdings, Inc. Files 8-K

TL;DR

OSR Holdings filed an 8-K on Oct 13, 2025, reporting material agreements and financials.

AI Summary

OSR Holdings, Inc. (formerly Bellevue Life Sciences Acquisition Corp.) filed an 8-K on October 16, 2025, reporting on a material definitive agreement, Regulation FD disclosure, and financial statements. The filing date for the report is October 13, 2025. The company is incorporated in Delaware and its fiscal year ends on December 31.

Why It Matters

This 8-K filing indicates significant corporate activity and disclosures by OSR Holdings, Inc., which could impact investors' understanding of the company's current status and agreements.

Risk Assessment

Risk Level: low — This filing is a standard 8-K reporting a material definitive agreement and financial statements, which is routine corporate disclosure.

Key Numbers

• 001-41390 — SEC File Number (Identifies the company's filing with the SEC)
• 84-5052822 — IRS Employer Identification Number (Company's tax identification number)

Key Players & Entities

• OSR Holdings, Inc. (company) — Registrant
• Bellevue Life Sciences Acquisition Corp. (company) — Former company name
• October 13, 2025 (date) — Earliest event reported date
• October 16, 2025 (date) — Filing date
• Delaware (jurisdiction) — State of incorporation

FAQ

Key Financial Figures

• $0.0001 — ch registered Common stock, par value $0.0001 per share OSRH The Nasdaq Stock Mar
• $11.50 — of common stock at an exercise price of $11.50 per share OSRHW The Nasdaq Stock Ma

Filing Documents

• ea0261472-8k_osrhold.htm (8-K) — 38KB
• ea026147201ex2-1_osrhold.htm (EX-2.1) — 4KB
• ea026147201ex99-1_osrhold.htm (EX-99.1) — 13KB
• 0001213900-25-099393.txt ( ) — 271KB
• osrh-20251013.xsd (EX-101.SCH) — 4KB
• osrh-20251013_def.xml (EX-101.DEF) — 26KB
• osrh-20251013_lab.xml (EX-101.LAB) — 36KB
• osrh-20251013_pre.xml (EX-101.PRE) — 25KB
• ea0261472-8k_osrhold_htm.xml (XML) — 6KB

01. Entry into a Material Definitive Agreement

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 appr

01. Regulation FD Disclosure

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. 1

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits EXHIBIT INDEX Exhibit No. Description 2.1A Annex 2 (Conditions for Exchange into OSR Holdings Inc. Shares), excerpted from the Share Exchange Agreement dated October 13, 2025, by and among OSR Holdings Co., Ltd. and Woori IO Co., Ltd. (only Annex 2 included; all other portions omitted pursuant to Item 601(b)(2) of Regulation S-K) 99.1 Press Release dated October 14, 2025 titled "OSR Holdings Signs Definitive Agreement to Acquire Woori IO, a Pioneer in Noninvasive Glucose Monitoring with Potential to Transform Diabetes Care." 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 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. 2 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 3

View Full Filing

View this 8-K filing on SEC EDGAR