OSR Holdings Seeks Shareholder Nod for Key Governance, Financing Moves

TL;DR

**OSRHW is asking for a blank check to dilute shareholders with a massive stock issuance, vote 'NO' unless you want your shares to tank.**

AI Summary

OSR Holdings, Inc. (OSRHW) is holding its Annual Meeting on September 17, 2025, to address critical corporate governance and financing matters following its business combination with OSR Holdings Co., Ltd. on February 14, 2025. Stockholders will vote on four key proposals: electing seven directors, an advisory vote on executive compensation, approving share-based incentive sub-plans under the 2025 Omnibus Incentive Plan, and a significant financing proposal. The financing proposal seeks approval to issue common stock and/or convertible securities exceeding 20% of outstanding shares in non-public offerings, potentially at a price below Nasdaq's official closing price or five-day average, as per Nasdaq Listing Rule 5635(d). This move is crucial for the post-combination company's strategic outlook and capital structure. The Board of Directors unanimously recommends a 'FOR' vote on all four proposals, emphasizing their importance for the company's future operations and growth. The record date for voting is August 15, 2025.

Why It Matters

This DEF 14A filing is critical for OSR Holdings, Inc. as it outlines the foundational corporate governance and potential financing strategies post-business combination with OSR Holdings Co., Ltd. Investors need to understand the implications of approving a potential issuance of over 20% of common stock at a discount, which could dilute existing shareholder value but also provide essential capital for growth. Employees and customers will be impacted by the stability and strategic direction set by the newly elected board and the company's ability to fund future initiatives. In a competitive market, securing flexible financing and a strong governance structure is paramount for OSR Holdings to execute its business plan effectively.

Risk Assessment

Risk Level: high — The filing explicitly states a proposal to issue common stock and/or convertible securities exceeding 20% of the total outstanding shares, potentially at a price less than the Nasdaq Official Closing Price or the five-day average. This significant potential dilution, coupled with the possibility of a discounted issuance price, presents a high risk to existing shareholder value and could materially adversely affect the stock price.

Analyst Insight

Investors should carefully evaluate Proposal 4 regarding the 20% common share issuance. While it could provide necessary capital, the potential for significant dilution at a discounted price warrants scrutiny. Consider voting 'AGAINST' Proposal 4 if you are concerned about immediate dilution, or seek more clarity on the intended use of proceeds and pricing strategy.

Key Numbers

• 7 — Number of directors to be elected (Proposal 1 seeks to elect seven directors to the Board.)
• 20% — Maximum common share issuance percentage (Proposal 4 seeks approval to issue shares exceeding 20% of outstanding common stock.)
• February 14, 2025 — Business Combination Closing Date (Date OSR Holdings, Inc. completed its business combination with OSR Holdings Co., Ltd.)
• August 15, 2025 — Record Date for Voting (Shareholders of record on this date are entitled to vote at the Annual Meeting.)
• 9:00 A.M. Eastern time — Annual Meeting Time (Scheduled start time for the Annual Meeting on September 17, 2025.)
• 5635(d) — Nasdaq Listing Rule (Rule governing the 20% common share issuance proposal.)

Key Players & Entities

• OSR Holdings, Inc. (company) — Registrant and post-combination entity
• OSR Holdings Co., Ltd. (company) — Company acquired in business combination
• Kuk Hyoun Hwang (person) — Chairman of the Board of Directors
• Drohan Lee LLP (company) — Legal counsel and location of Annual Meeting
• Nasdaq (regulator) — Stock exchange with listing rules
• Securities and Exchange Commission (regulator) — Regulatory body for filings
• Bellevue Life Sciences Acquisition Corp. (company) — Former name of OSR Holdings, Inc.
• Jun Chul Whang (person) — Contact for proxy revocation
• $20% (dollar_amount) — Threshold for common share issuance under Nasdaq Listing Rule 5635(d)
• September 17, 2025 (date) — Date of the Annual Meeting

FAQ

Risk Factors

• Post-Combination Business Risks [high — operational]: Following the business combination with OSR Holdings Co., Ltd. on February 14, 2025, OSR Holdings, Inc. faces risks related to integrating operations, managing a larger entity, and achieving strategic objectives. Failure to effectively integrate or manage these new operations could materially adversely affect the business, financial condition, and operating results.
• Financing Risks [high — financial]: The company is seeking approval to issue common stock and/or convertible securities exceeding 20% of outstanding shares in non-public offerings, potentially at a discount. This could dilute existing shareholders and impact the stock price. The need for such financing suggests potential capital requirements for post-combination growth or operations.
• Nasdaq Listing Rule Compliance [medium — regulatory]: Proposal 4 seeks approval to issue shares exceeding 20% of outstanding common stock under Nasdaq Listing Rule 5635(d). Failure to obtain shareholder approval for this issuance could prevent the company from executing its financing strategy, potentially impacting its ability to raise capital and meet its strategic goals.
• Market Price Volatility [medium — market]: The potential for issuing stock below Nasdaq's official closing price or five-day average introduces a risk of adverse stock price movement. Significant dilution or perceived undervaluation could lead to a decline in the trading price of OSRHW securities.

Industry Context

OSR Holdings, Inc. operates in a dynamic sector, likely influenced by the broader biotechnology or life sciences industry given its prior name. The recent business combination with OSR Holdings Co., Ltd. suggests a strategic move to enhance market position or expand capabilities. The competitive landscape likely involves companies focused on innovation, research and development, and navigating complex regulatory environments.

Regulatory Implications

The company must comply with Nasdaq listing rules, particularly Rule 5635(d), regarding significant stock issuances. Failure to secure shareholder approval for Proposal 4 could impede the company's financing strategy and potentially affect its compliance with listing requirements if capital is critical for ongoing operations.

What Investors Should Do

1. Review Proposal 4 carefully: Understand the implications of issuing over 20% of outstanding shares, potentially at a discount, and its impact on dilution and shareholder value.
2. Evaluate the strategic rationale for the financing: Assess whether the proposed capital raise is essential for post-combination growth and if the terms are reasonable.
3. Consider the director nominees: Review the qualifications and independence of the seven director candidates proposed in Proposal 1.
4. Vote on executive compensation: Participate in the advisory vote on executive compensation (Proposal 2) to express shareholder sentiment on pay practices.
5. Understand the equity incentive plans: Review Proposal 3 regarding the approval of share-based incentive sub-plans, which will impact future executive and employee compensation.

Key Dates

• 2025-02-14: Business Combination Closing Date — Marks the completion of the business combination with OSR Holdings Co., Ltd., leading to the name change to OSR Holdings, Inc. and impacting the company's structure and operations.
• 2025-08-15: Record Date for Voting — Shareholders as of this date are entitled to vote at the Annual Meeting, determining their influence on the proposed corporate actions.
• 2025-09-17: Annual Meeting Date — Date for shareholders to vote on critical proposals including director elections, executive compensation, equity plans, and a significant stock issuance.

Glossary

DEF 14A

A proxy statement filed with the U.S. Securities and Exchange Commission (SEC) by companies to solicit shareholder votes for an annual meeting. (This document provides the detailed information and proposals shareholders will vote on at the OSR Holdings, Inc. annual meeting.)

Business Combination

The merger or acquisition of two or more companies. In this case, OSR Holdings, Inc. (formerly Bellevue Life Sciences Acquisition Corp.) combined with OSR Holdings Co., Ltd. (This event is central to the current corporate structure and strategic direction of OSR Holdings, Inc.)

Omnibus Incentive Plan

A type of employee benefit plan that allows a company to grant various types of equity-based compensation, such as stock options, restricted stock, and stock appreciation rights. (Shareholders are voting on approving sub-plans under this plan, indicating a focus on incentivizing executives and employees post-combination.)

Nasdaq Listing Rule 5635(d)

A rule that generally requires shareholder approval for the issuance of securities in connection with certain acquisitions or in private placements if the issuance price is below the market price. (This rule is directly relevant to Proposal 4, which seeks approval for a significant stock issuance that may be priced below market value.)

Proxy

A document authorizing another person to act as one's agent or proxy. In this context, it's a shareholder's authorization for their vote to be cast at the meeting. (Shareholders are solicited to provide proxies for their votes on the proposals.)

Year-Over-Year Comparison

This filing is a DEF 14A, which is typically filed for annual meetings and follows a business combination. Therefore, direct year-over-year comparisons of financial metrics like revenue, net income, or margins are not feasible from this document alone. The focus is on forward-looking proposals and post-combination strategy rather than historical performance trends compared to a prior year's annual report.

Key Financial Figures

• $5,500 — agreed to pay Advantage Proxy a fee of $5,500. The Company will also reimburse Advant

Filing Documents

• ea0255195-01.htm (DEF 14A) — 775KB
• tproxy_001.jpg (GRAPHIC) — 1000KB
• tproxy_002.jpg (GRAPHIC) — 974KB
• 0001213900-25-082061.txt ( ) — 3497KB

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS   1

RISK FACTORS

RISK FACTORS   2 QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING   3 THE ANNUAL MEETING   7 Date, Time, Place and Purpose of the Annual Meeting   7 Voting Power; Record Date   7 Votes Required   7 Voting   7 Revocability of Proxies   8 Attendance at the Annual Meeting   8 Solicitation of Proxies   8 No Right of Appraisal   9 Other Business   9 Principal Executive Offices   9 PROPOSAL ONE: DIRECTOR PROPOSAL   10 PROPOSAL TWO: EXECUTIVE COMPENSATION PROPOSAL   14 PROPOSAL THREE: EQUITY PLAN PROPOSAL   17 PROPOSAL FOUR: NASDAQ 20% ISSUANCE PROPOSAL   20

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS   23 DELIVERY OF DOCUMENTS TO STOCKHOLDERS   25 WHERE YOU CAN FIND MORE INFORMATION   25 ANNEX A   A-1 i Table of Contents

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS This proxy statement contains statements that are forward -looking and as such are not historical facts. This includes, without limitation, statements regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations. These statements constitute projections, forecasts and forward -looking statements, and are not guarantees of performance. They involve known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by these statements. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this proxy statement, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would” and similar expressions may identify forward -looking statements, but the absence of these words does not mean that a statement is not forward -looking . When the Company discusses its strategies or plans, it is making projections, forecasts or forward -looking statements. Such statements are based on the beliefs of, as well as assumptions made by and information currently available to, the Company’s management. Actual results and stockholders’ value will be affected by a variety of risks and factors, including, without limitation, international, national and local economic conditions, merger, acquisition and business combination risks, financing risks, geo -political risks, acts o

RISK FACTORS

RISK FACTORS You should consider carefully all of the risks described below, together with the other information contained in the Quarterly Report on Form 10 -Q filed with the SEC on May 20, 2025, in the Annual Report on Form 10 -K filed with the SEC on April 22, 2025, and in the other reports we file with the SEC before making a decision to invest in our securities. Furthermore, if any of the following events occur, our business, financial condition and operating results may be materially adversely affected or we could face liquidation. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. The risks and uncertainties described in our prospectus and other reports we filed with the SEC and below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business, financial condition and operating results or result in our liquidation. 2 Table of Contents QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING These Questions and Answers are only summaries of the matters they discuss. They do not contain all of the information that may be important to you. You should read carefully the entire document, including the annexes to this proxy statement. Why am I receiving this proxy statement? This proxy statement and the enclosed proxy card are being sent to you in connection with the solicitation of proxies by our Board for use at the Annual Meeting, or at any adjournments or postponements thereof. This proxy statement summarizes the information that you need to make an informed decision on the proposals to be considered at the Annual Meeting. As previously disclosed on the Company’s Current Report filed on Form 8 -K on February 21, 2025, on February 14, 2025 (the “ Closing Date ”), the Company c

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View this DEF 14A filing on SEC EDGAR