OSR Health, Inc. 10-K

Item  5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities Market Information Our common stock and warrants are traded on the Nasdaq Capital Market under the symbols “OSRH” and “OSRHW,” respectively. The combined Company’s common stock and warrants commenced public trading on Nasdaq on February 18, 2025 (shortly after the Business Combination). Prior to the consummation of the Business Combination, the common stock, units, warrants, and rights of BLAC were listed on Nasdaq under the symbols “BLAC,” “BLACU,” “BLACW,” and “BLACR,” respectively. The closing prices of BLAC’s securities on November 15, 2023, the last trading day before the announcement of the Business Combination Agreement, were $10.43 for BLAC common stock, $10.69 for BLAC units, $0.03 for BLAC warrants, and $0.15 for BLAC rights. As of January 27, 2025, the record date for the special meeting of BLAC stockholders, the most recent closing prices were $11.60 for BLAC common stock, $11.80 for BLAC units, $0.03 for BLAC warrants, and $0.11 for BLAC rights. Holders As of the March 31, 2025(the latest practicable date), the Company had 19,276,978 shares of Common Stock issued and outstanding held of record by 9 holders, no shares of preferred stock outstanding and 7,330,000 warrants outstanding held of record by 5 holders. Such amounts do not include DTC participants or beneficial owners holding shares through nominee names. Dividends We have not paid any cash dividends on our common stock to date. It is the present intention of the Company Board to retain all earnings, if any, for use in the Company’s business operations and, accordingly, the Board does not anticipate declaring any dividends in the foreseeable future. The payment of cash dividends in the future will be dependent upon the Company’s revenues and earnings, if any, capital requirements and general financial condition. The payment of any cash dividends is within the discretion of the Board. Further, the ability of the Company to declare dividends may be limited by the terms of financing or other agreements, and other agreements entered into by the Company or its subsidiaries from time to time. Securities Authorized for Issuance Under Equity Compensation Plans As previously reported by the Company’s Current Report on Form 8-K dated February 14, 2025, the Company held a special meeting of its stockholders on February 13, 2025 (the “ February 13, 2025 Special Meeting ”). At the February 13, 2025 Special Meeting, the Company’s stockholders approved the Company’s 2025 Omnibus Incentive Plan (“ Omnibus Plan ”). A description of the material terms of the Omnibus Plan is set forth below. This summary is qualified in its entirety by reference to the complete text of the Omnibus Plan, a copy of which is attached as Exhibit 10.22 to this Annual Report on Form 10-K. 80 Plan category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (a) (b) (c) Equity compensation plans approved by security holders 0 n/a 6,300,000 Equity compensation plans not approved by security holders 0 n/a 0 Total 0 n/a 6,300,000 Awards Granted Prior to Filing Date No stock-based compensation awards were granted prior to the filing date. Shares Available As of the filing date, a total of 6,300,000 shares remained available for issuance under the Omnibus Plan. Future Considerations The Company may consider issuing equity-based awards in future periods as part of its strategy to attract and retain key personnel. The Omnibus Plan is intended to (i) provide eligible individuals with an incentive to contribute to the Company’s success and to operate and manage the Company’s business in a manner that provides for long-term growth and profitability and that benefits stockholders and other important stakeholders, including Company employees and customers, and (ii) provide a means of recruiting, rewarding, and retaining key personnel. Equity awards may be granted under the Omnibus Plan to officers, directors, including non-employee directors, other employees, advisors, consultants or other service providers of the Company or the Company’s subsidiaries or other affiliates, and to any other individuals who are approved by the Committee (as defined below) as eligible to participate in the Omnibus Plan. As of January 29, 2025, there are 26 employees or directors that are eligible to participate in the Omnibus Plan, but we expect that 17 employees, including each of the Company’s named executive officers, and approximately 9 non-employee directors, consultants, and advisors of the Company will be eligible to participate in the Omnibus Plan after the consummation of the Business Combination. Only the Company’s employees or employees of the Company’s corporate subsidiaries are eligible to receive incentive stock options. The Omnibus Plan became effective on January 29, 2025, the date it was adopted by the Company Board (the “Effective Date”). The Omnibus Plan will terminate automatically at 11:59PM ET on the day before the tenth (10 th ) anniversary of the Effective Date unless earlier terminated by the Board or in accordance with the terms of the Omnibus Plan. Recent Sales of Unregistered Securities Simultaneously with the closing of our IPO, our sponsor, Bellevue Global Life Sciences Investors, LLC (“ Sponsor ”), purchased an aggregate of 430,000 units at a price of $10.00 per unit, for an aggregate purchase price of $4,300,000 pursuant to an exemption from registration contained in Section 4(a)(2) of the Securities Act (“ Private Placement Units ”). In connection with our IPO, the underwriters were granted a 45-day option from the date of our prospectus issued in connection with our IPO (the “ Over-Allotment Option ”) to purchase up to 900,000 additional units to cover over-allotments (the “ Over-Allotment Units ”), if any. On February 21, 2023, the underwriters purchased 900,000 Over-Allotment Units fully exercising the Over-Allotment Option. The Over-Allotment Units were sold at an offering price of $10.00 per Over-Allotment Unit, generating additional gross proceeds of $9,000,000 to the Company. On October 16, 2024, the Company issued an unsecured promissory note to Duksung Co., LTD. (“ Duksung ”) in the principal amount of $800,000 (the “ Duksung Promissory Note ”). In the event of, and simultaneously with the closing of a Qualified PIPE Financing (as defined in the Duksung Promissory Note), the Duksung Promissory Note automatically converts into Company common stock. On February 25, 2025 we entered into an equity purchase agreement with White Lion GBM Innovation Fund (the “E LOC Agreement ”), providing that the Company has the right, but not the obligation, to require White Lion to purchase, from time to time, up to the lesser of (i) $80,000,000 in aggregate gross purchase price of newly issued shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and (ii) the Exchange Cap, in each case, subject to certain limitations and conditions set forth in the Common Stock Purchase Agreement. A more detailed discussion of this agreement is included in Part II, Item 7, “ Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources .” 81 More detailed discussions of the Duksung Promissory Note and the ELOC Agreement are included in Part II, Item 7, “ Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources .” Information about additional unregistered sales of our equity securities in connection with the Business Combination is set forth under Item 2.01 of our Current Report on Form 8-K filed with the SEC on February 14, 2025. Use of Proceeds from Registered Offerings On February 14, 2023, we consummated our initial public offering (“ IPO ”) of an aggregate of 6,000,000 units, at $10.00 per unit (“ Units ”), generating gross proceeds of $60,000,000 before underwriting discounts and expenses. Simultaneously with the closing of our IPO, our sponsor, Bellevue Global Life Sciences Investors, LLC (“ Sponsor ”), purchased an aggregate of 430,000 units at a price of $10.00 per unit, for an aggregate purchase price of $4,300,000 (“Private Placement Units”). In connection with our IPO, the underwriters were granted a 45-day option from the date of our prospectus issued in connection with our IPO (the “ Over-Allotment Option ”) to purchase up to 900,000 additional units to cover over-allotments (the “ Over-Allotment Units ”), if any. On February 21, 2023, the underwriters purchased 900,000 Over-Allotment Units fully exercising the Over-Allotment Option. The Over-Allotment Units were sold at an offering price of $10.00 per Over-Allotment Unit, generating additional gross proceeds of $9,000,000 to the Company. Transaction costs of our IPO amounted to $2,721,126 consisting of $1,380,000 of underwriting discounts and $1,341,126 of other offering costs. Following the closing of our IPO on February 14, 2023, $61,050,000 (approximately $10.175 per Unit) from net offering proceeds of the sale of the Units in our IPO and the sale of the Private Placement Units was placed in the Trust Account. Following the closing of the Over-Allotment Option on February 21, 2023, and including the amount from our IPO, an aggregate amount of $70,207,500 was placed in the Trust Account. The proceeds held in the Trust Account are invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “ Investment Company Act ”) having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations, the proceeds from our IPO were not to be released from the Trust Account until the earlier of: (a) the completion of the Company’s initial business combination, (b) the redemption of any of our public shares properly submitted in connection with a stockholder vote to amend our Amended and Restated Certificate of Incorporation (the “ Charter ”) (1) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within the time provided in the Company’s Charter (as subject to extension), or (2) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity; or (c) absent an initial business combination within the time provided in the Company’s Charter (as subject to extension), our return of the funds held in the Trust Account to our public stockholders as part of our redemption of the public shares. In connection with the vote to approve the Extension Amendment Proposal at the November 9, 2023 Special Meeting of Shareholders, the holders of 3,432,046 shares of Company common stock exercised their right to redeem their shares for cash at a redemption price of approximately $10.49 per share, for an aggregate redemption amount of approximately $35,955,728. In connection with the votes to approve the Extension Amendment Proposal at the May 14, 2024 Special Meeting of Shareholders, 1,581,733 shares of common stock of the Company were tendered for redemption at a redemption price of approximately $10.78 per share, for an aggregate redemption amount of approximately $17,045,763. In connection with the votes to approve the Extension Amendment and NTA Requirement Amendment Proposals at the November 12, 2024 Annual Meeting of Shareholders, 1,721,469 shares of common stock of the Company were tendered for redemption. at a redemption price of approximately $11.15 per share, for an aggregate redemption amount of approximately $19,186,265. In connection with the vote to approve various proposals at the February 13, 2025 Special Meeting of Shareholders, 57,821 shares of common stock of the Company were tendered for redemption at a redemption price of approximately $11.02 per share, for an aggregate redemption amount of approximately $636,922. The remaining balance in the trust account was approximately $1,181,085. 82 Purchases of Equity Securities by the Issuer and Affiliated Purchasers None. Item 6. [Reserved]