What changed in this filing

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Item 1. Financial Statements

2025-11-12 compared with 2025-08-14 · 465 added, 431 removed, 693 unchanged (56% of the section changed)

1 unchanged sentence

OSR HOLDINGS, INC.

AND SUBSIDIAIRIES

AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(In the United States Dollar, except share data)

September 30,

Current assets:

Cash and cash equivalents

Trade and other receivables, less allowance for credit losses of $ 69,316.79 and $ 67,579.81 as of June 30, 2025 and December 31, 2024, respectively

Trade and other receivables, less allowance for credit losses of $ 65,170.95 and $ 67,579.81 as of September 30, 2025 and December 31, 2024, respectively

Inventories, net

28 unchanged sentences

Common stock, $ 0.0001 par value, Authorized 100,000,000 shares;

19,806,459 shares and 2,155,000 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively

23,671,217 shares and 2,155,000 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively

Additional paid-in capital

5 unchanged sentences

Total stockholders’ equity

Total liabilities and stockholders’

Total liabilities and stockholders’ equity

$ 177,289,528

$ 175,239,579

The accompanying notes

are an integral part of the condensed consolidated financial statements.

The accompanying notes are an integral part

of the condensed consolidated financial statements.

OSR HOLDINGS, INC.

AND SUBSIDIAIRIES

Consolidated Statements of Operations and Comprehensive Income (Unaudited)

AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

and Comprehensive Income (Unaudited)

(In the United States Dollar)

For the Three Months Ended

For the Six Months Ended

September 30,

For the Nine Months Ended

September 30,

Cost of sales

Selling, general, and administrative

Selling, general, and administrative expenses

Operating loss

24 unchanged sentences

( 13,187,995 )

( 8,989,387 )

Non-controlling interests

2 unchanged sentences

Other comprehensive income for the year, net of tax

Gain on foreign currency translation

Total comprehensive income(loss) for

Gain(loss) on foreign currency translation

( 2,257,789 )

Total comprehensive loss for the year

( 5,452,663 )

( 3,356,430 )

( 14,865,783 )

( 8,965,709 )

Attributable to:

4 unchanged sentences

( 9,895,069 )

( 8,965,709 )

Non-controlling interests

1 unchanged sentence

( 4,970,715 )

Income(loss) per share attributable to OSR Holding, Inc.

Basic income(loss) per ordinary share

The accompanying notes

are an integral part of the condensed consolidated financial statements.

Loss per share attributable to OSR Holding, Inc.

and subsidiaries

Basic loss per ordinary share

The accompanying notes are an integral part

of the condensed consolidated financial statements.

OSR HOLDINGS, INC.

AND SUBSIDIAIRIES

AND SUBSIDIARIES

Condensed Consolidated Statements of Changes in

Stockholders’ Equity (Unaudited)

(In the United States Dollar, except share data)

(In the United States Dollar)

comprehensive

6 unchanged sentences

Foreign currency translation adjustment

Balance at March 31, 2024

Balance at June 30, 2024

$ ( 16,129,663 )

Balance at April 1, 2024

Balance at July 1, 2024

$ ( 16,129,663 )

2 unchanged sentences

Foreign currency translation adjustment

Balance at June 30, 2024

Balance at September 30, 2024

$ ( 19,486,197 )

5 unchanged sentences

( 5,556,612 )

( 16,618,012 )

Changes in Exercise tax

Foreign currency translation adjustment

1 unchanged sentence

( 56,524,226 )

Balance at March 31, 2025

Issuance of share capital

Balance at June 30, 2025

$ ( 30,177,250 )

$ 139,151,113

Balance at April 1, 2025

Balance at July 1, 2025

$ ( 30,177,250 )

$ 139,151,113

Net gain(loss)

( 2,126,595 )

( 1,068,279 )

Changes in Exercise tax

( 3,194,874 )

Foreign currency translation adjustment

Issuance of share capital

Balance at June 30, 2025

( 2,257,789 )

( 2,169,716 )

( 4,451,305 )

Issuance of share capital

Balance at September 30, 2025

( 32,327,645 )

The accompanying notes are an integral part

1 unchanged sentence

OSR HOLDINGS, INC.

AND SUBSIDIAIRIES

AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(In the United States Dollar)

Six months ended

Nine months ended

September 30,

Cash flows from operating activities:

2 unchanged sentences

Adjustments to reconcile net loss to cash used in operating activities:

Income tax benefit

( 1,294,952 )

( 1,113,183 )

Loss on inventory valuation

11 unchanged sentences

Decrease in inventories, net

Decrease in other current financial assets

Increase in prepaid income taxes

Increase in other current financial assets

Decrease (increase) in other current assets

Increase (decrease) in trade and other payables

Decrease in ROU assets

Decrease in trade and other payables

Increase in accrued expenses

3 unchanged sentences

Net cash used in operating activities

( 3,258,041 )

( 1,668,444 )

Cash flows from investing activities:

1 unchanged sentence

Decrease in short-term loan

Decrease in long-term loan

Disposal of equipment and vehicles

Purchase of equipment and vehicles

Purchase of tangible assets

Increase in deposits

Increase in long-term loan

( 1,452,275 )

Increase in cash and cash equivalents from business combination

Net cash provided by (used in) investing activities

Net cash provided by investing activities

Cash flows from financing activities:

5 unchanged sentences

Repayment of convertible bonds

Proceeds from issuance of common stock

Net cash provided by financing activities

11 unchanged sentences

FINANCIAL STATEMENTS

June 30, 2025

(1) Organization

and nature of business

September 30,

2025 and 2024

(1) Organization and nature of business

OSR Holdings, Inc.

9 unchanged sentences

is to acquire and operate a portfolio of innovative health-care related companies globally.

The Company (f/k/a Bellevue Life Sciences Acquisition

The Company (formerly known as Bellevue Life Sciences

Acquisition Corp.

or BLAC) was incorporated in Delaware on February 25, 2020.

The Company was incorporated for the purpose of entering into

a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or

more businesses or entities (the “Business Combination”).

The Company is an emerging growth company and, as such, the Company

is subject to all of the risks associated with emerging growth companies.

The Company was incorporated for the purpose of entering

into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination

with one or more businesses or entities (the “Business Combination”).

The Company is an emerging growth company

and, as such, the Company is subject to all of the risks associated with emerging growth companies.

On February 14, 2025 (the “Closing Date”),

the Company consummated its previously announced “Business Combination” with OSR Holdings Co., Ltd., a corporation organized

under the laws of the Republic of Korea (“OSR”), pursuant to the Amended and Restated Business Combination Agreement dated

May 23, 2024, as amended on December 20, 2024 (the “Business Combination Agreement”).

The Business Combination Agreement

was entered into among the Company, OSR, and certain OSR stockholders that executed joinder agreements thereto.

In connection with the

consummation of the Business Combination, the Company changed its name from “Bellevue Life Sciences Acquisition Corp.

to “OSR Holdings, Inc.”

the Company consummated its previously announced business combination (the “Business Combination”) with OSR Holdings Co.,

Ltd., a corporation organized under the laws of the Republic of Korea (“OSR”), pursuant to the Amended and Restated Business

Combination Agreement dated May 23, 2024, as amended on December 20, 2024 (the “Business Combination Agreement”).

Combination Agreement was entered into among the Company, OSR, and certain OSR stockholders that executed joinder agreements thereto.

In connection with the consummation of the Business Combination, the Company changed its name from “Bellevue Life Sciences Acquisition

or BLAC” to “OSR Holdings, Inc.”

The Business Combination was consummated on February

14, 2025, which, for accounting and reporting purposes under U.S.

generally accepted accounting principles (US-GAAP), was treated as

the equivalent of OSR Holdings Co., Ltd.

generally accepted accounting principles (US-GAAP), was treated as the

equivalent of OSR Holdings Co., Ltd.

exchanging its stock for the net assets of OSR Holdings, Inc, accompanied by an equity recapitalization

1 unchanged sentence

OSR Holdings, Inc.

was treated as the acquired company, and its net assets were stated at historical cost, with no goodwill or other

intangible assets recorded.

was treated as the acquired company, and its net assets were stated at historical cost, with no goodwill or other intangible

assets recorded.

The excess of the fair value of shares exchanged to OSR Holdings, Inc.

over the fair value of the Company’s

over the fair value of OSR Holdings, Inc’s

identifiable net assets acquired represented compensation for the service of a stock exchange listing for its shares and was expensed

Details of shareholders as of June 30, 2025 are

Details of shareholders as of September 30, 2025

are as follows:

Name of Shareholder

4 unchanged sentences

Duksung Co.,Ltd.

As of June 30, 2025, there were 19,806,459 shares of the registrant’s

As of September 30, 2025, there were 23,671,217 shares of the registrant’s

common stock outstanding.

Details of investments in subsidiaries as of

June 30, 2025 are as follows:

Name of subsidiary Share capital Percentage of

Details of investments in subsidiaries as of September

30, 2025 are as follows:

Name of subsidiary Share

capital Percentage of

ownership Principal activities

5 unchanged sentences

OSR Holdings, Inc.

(“OSRI”) (*1) 2,137 100.00 % SPAC

Key financial information of

the subsidiaries at June 30, 2025 are as follows :

("OSRI") (*1) 2,450 N/A

Key financial information of the subsidiaries

at September 30, 2025 are as follows :

Name of subsidiary

$ ( 206,841 )

Darnatein Co.,Ltd

1 unchanged sentence

( 7,709,894 )

(*1) Aforementioned above, the Company is treated as the acquired company under ASC 805 Business Combinations.

( 2,945,469 )

(*1) Aforementioned above, the Company is treated as the acquired

company under ASC 805 Business Combinations.

As such, it is shown as subsidiary for the subsidiary investment details.

Summaries of entities, which are newly

included in consolidation scope for the periods ended June 30, 2025 and 2024 are as follows:

For the six months ended June 30, 2025

included in consolidation scope for the periods ended September 30, 2025 and 2024 are as follows:

For the nine months ended September 30, 2025

Name of subsidiary Reason Type of purchase consideration

OSR Holdings, Inc.

Acquisition (*2) Equity swap with shares of the Parent and OSR inc.’s share

(*2) The Parent acquired subsidiary in February 2025 and accounted for the acquisitions at March 31, 2025, which is deemed the acquisition date.

swap with shares of the Parent and OSR Holdings, Inc.’s share

(*2) The Parent acquired subsidiary in February 2025 and accounted

for the acquisitions at March 31, 2025, which is deemed the acquisition date.

(2) Summary of significant accounting policies

6 unchanged sentences

consisting of only normal recurring adjustments, necessary for a fair statement of the results of the interim periods presented.

results of operations for the interim periods presented are not necessarily indicative of the results to be expected for any subsequent

quarter or for the entire year ending December 31, 2025.

Certain information and note disclosures normally included in the Company’s

annual audited consolidated financial statements and accompanying notes prepared in accordance with US-GAAP have been condensed in, or

omitted from, these interim financial statements.

Accordingly, these unaudited condensed consolidated financial statements should be

read in conjunction with the audited consolidated financial statements and related notes to the audited consolidated financial statements

for the fiscal year ended December 31, 2024 included in the Company’s Annual Report on Form 10-K filed with the SEC on April 22,

2025, which is presented in Korean won.

of operations for the interim periods presented are not necessarily indicative of the results to be expected for any subsequent quarter

or for the entire year ending December 31, 2025.

Certain information and note disclosures normally included in the Company’s annual

audited consolidated financial statements and accompanying notes prepared in accordance with US-GAAP have been condensed in, or omitted

from, these interim financial statements.

Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction

with the audited consolidated financial statements and related notes to the audited consolidated financial statements for the fiscal year

ended December 31, 2024 included in the Company’s Annual Report on Form 10-K filed with the SEC on April 22, 2025, which is presented

in Korean won.

Principle of consolidation

17 unchanged sentences

Actual results could differ from those estimates.

items subject to such estimates and assumptions include allowance for credit losses, valuation of inventories, valuation of deferred

tax assets, the useful lives of equipment and vehicles, lease liabilities and right-of-use assets, and other contingencies.

items subject to such estimates and assumptions include allowance for credit losses, valuation of inventories, valuation of deferred tax

assets, the useful lives of equipment and vehicles, lease liabilities and right-of-use assets, and other contingencies.

Cash and cash equivalents

2 unchanged sentences

Allowance for credit losses

The Group records an allowance for

credit losses (ACL) under Subtopic 326-20 Financial Instruments - Credit Losses – Measured at Amortized Cost for the current

expected credit losses inherent in its financial assets measured at amortized cost and contract assets.

The ACL is a valuation account

deducted from the amortized cost basis to present the net amount expected to be collected.

The estimate of expected credit losses includes

expected recoveries of amounts previously written off as well as amounts expected to be written off.

The Group records an allowance for credit

losses (ACL) under Subtopic 326-20 Financial Instruments - Credit Losses – Measured at Amortized Cost for the current expected

credit losses inherent in its financial assets measured at amortized cost and contract assets.

The ACL is a valuation account deducted

from the amortized cost basis to present the net amount expected to be collected.

The estimate of expected credit losses includes expected

recoveries of amounts previously written off as well as amounts expected to be written off.

Accounts receivable

The Group uses an aging schedule to estimate

the ACL for trade accounts receivable.

This method categorizes trade receivables into different groups based on industry and the number

of days past due.

The Group uses an aging schedule to

estimate the ACL for trade accounts receivable.

This method categorizes trade receivables into different groups based on industry and

the number of days past due.

Past due status is measured based on the number of days since the payment due date.

The trade receivables are evaluated

individually for expected credit losses if they no longer share similar risk characteristics.

The Group determines that the receivables

no longer share similar risk characteristics if they are past due balances over 90 days and over a specified amount.

evaluates the collectability of trade accounts receivables with payments that are more than 90 days past due on an individual basis to

determine if any are deemed uncollectible.

The trade receivables

are evaluated individually for expected credit losses if they no longer share similar risk characteristics.

The Group determines that

the receivables no longer share similar risk characteristic if they are past due balances over 90 days and over a specified amount.

The Group evaluates the collectability of trade accounts receivables with payments that are more than 90 days past due on an individual

basis to determine if any are deemed uncollectible.

Trade accounts receivable balances are deemed uncollectible and written off as a deduction

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of cost and net realizable value.

Cost comprises purchase and delivery costs, net of rebates and discounts received or receivable.

Cost comprises of purchase and delivery costs, net of rebates and discounts received or receivable.

Net realizable value is the estimated

25 unchanged sentences

exceed the total amount of goodwill allocated to the reporting unit.

Indefinite-lived intangible assets

are tested for impairment annually, and more frequently when there is a triggering event.

Annually, or when there is a triggering event,

the Group first performs a qualitative assessment by evaluating all relevant events and circumstances to determine if it is more likely

than not that the indefinite-lived intangible assets are impaired;

this includes considering any potential effect on significant inputs

to determining the fair value of the indefinite-lived intangible assets.

Indefinite-lived intangible assets are

tested for impairment annually, and more frequently when there is a triggering event.

Annually, or when there is a triggering event, the

Group first performs a qualitative assessment by evaluating all relevant events and circumstances to determine if it is more likely than

not that the indefinite-lived intangible assets are impaired;

this includes considering any potential effect on significant inputs to

determining the fair value of the indefinite-lived intangible assets.

When it is more likely than not that an indefinite-lived intangible

4 unchanged sentences

that the carrying amount of an asset may not be recoverable.

If circumstances require a long-lived asset or asset group to be tested

for possible impairment, the Group first compares undiscounted cash flows expected to be generated by that asset or asset group to its

carrying amount.

If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis,

an impairment loss is recognized to the extent that the carrying amount exceeds its fair value.

Fair value is determined through various

valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered

The Group is a lessee in several non-cancellable

If circumstances require a long-lived asset or asset group to be tested for

possible impairment, the Group first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying

If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment

loss is recognized to the extent that the carrying amount exceeds its fair value.

Fair value is determined through various valuation techniques

including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary.

The Group is a lessee in several noncancellable

operating leases, primarily for plants and main offices.

7 unchanged sentences

is initially and subsequently measured at the present value of the unpaid lease payments at the lease commencement date.

leases, the lease liability is initially measured in the same manner and date as for operating leases and is subsequently measured at

amortized cost using the effective-interest method.

For finance leases,

the lease liability is initially measured in the same manner and date as for operating leases and is subsequently measured at amortized

cost using the effective-interest method.

Key estimates and judgments include

1 unchanged sentence

lease payments.

● Topic 842 requires a lessee to discount

its unpaid lease payments using the interest rate implicit in the lease or, if that rate

cannot be readily determined, its incremental borrowing rate.

Generally, the Group cannot

determine the interest rate implicit in the lease because it does not have access to the

lessor’s estimated residual value or the amount of the lessor’s deferred initial

direct costs.

Therefore, the Group generally uses its incremental borrowing rate as the discount

rate for the lease.

The Group’s incremental borrowing rate for a lease is the rate

of interest it would have to pay on a collateralized basis to borrow an amount equal to the

lease payments under similar terms.

Because the Group does not generally borrow on a collateralized

basis, it uses the interest rate it pays on its noncollateralized borrowings as an input

to deriving an appropriate incremental borrowing rate, adjusted for the amount of the lease

payments, the lease term, and the effect on that rate of designating specific collateral

with a value equal to the unpaid lease payments for that lease.

● The lease term for all of the Group’s

leases includes the noncancellable period of the lease plus any additional periods covered

by either a Group option to extend (or not to terminate) the lease that the Group is reasonably

certain to exercise, or an option to extend (or not to terminate) the lease controlled by

● Lease payments included in the measurement

of the lease liability comprise the following:

payments, including in-substance fixed payments, owed over the lease term (includes termination

penalties the Group would owe if the lease term reflects the Group’s exercise of a

termination option);

lease payments that depend on an index or rate, initially measured using the index or rate

at the lease commencement date;

expected to be payable under a Group-provided residual value guarantee;

exercise price of a Group option to purchase the underlying asset if the Group is reasonably

certain to exercise the option.

● Topic 842 requires a lessee to discount its unpaid lease payments using the interest rate implicit in

the lease or, if that rate cannot be readily determined, its incremental borrowing rate.

Generally, the Group cannot determine the interest

rate implicit in the lease because it does not have access to the lessor’s estimated residual value or the amount of the lessor’s

deferred initial direct costs.

Therefore, the Group generally uses its incremental borrowing rate as the discount rate for the lease.

The Group’s incremental borrowing rate for a lease is the rate of interest it would have to pay on a collateralized basis to borrow

an amount equal to the lease payments under similar terms.

Because the Group does not generally borrow on a collateralized basis, it uses

the interest rate it pays on its noncollateralized borrowings as an input to deriving an appropriate incremental borrowing rate, adjusted

for the amount of the lease payments, the lease term, and the effect on that rate of designating specific collateral with a value equal

to the unpaid lease payments for that lease.

● The lease term for all of the Group’s leases includes the noncancellable period of the lease plus

any additional periods covered by either a Group option to extend (or not to terminate) the lease that the Group is reasonably certain

to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor.

● Lease payments included in the measurement of the lease liability comprise the following:

– Fixed payments, including in-substance fixed payments, owed over the lease term (includes termination

penalties the Group would owe if the lease term reflects the Group’s exercise of a termination option);

– Variable lease payments that depend on an index or rate, initially measured using the index or rate at

the lease commencement date;

– Amounts expected to be payable under a Group-provided residual value guarantee;

– The exercise price of a Group option to purchase the underlying asset if the Group is reasonably certain

to exercise the option.

The ROU asset is initially measured

4 unchanged sentences

any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received.

Lease expense for lease payments is

recognized on a straight-line basis over the lease term.

Lease expense for lease payments is recognized

on a straight-line basis over the lease term.

ROU assets are periodically reduced

22 unchanged sentences

during the consolidation.

Nonmonetary assets and liabilities are translated at historical rates, and monetary assets and liabilities

are translated at exchange rates in effect at the end of the year.

Income statement accounts are translated at average rates for the

Gains or losses from remeasurement of foreign currency financial statements into the US dollars are included in current results

of comprehensive income.

Nonmonetary assets and liabilities are translated at historical rates, and monetary assets and liabilities are

translated at exchange rates in effect at the end of the year.

Income statement accounts are translated at average rates for the year.

Gains or losses from remeasurement of foreign currency financial statements into the US dollars are included in current results of comprehensive

Revenue recognition

The Group only has revenue from customers.

The Group recognizes revenue when it satisfies performance obligations under the terms of its contracts, and control of its products

is transferred to its customers in an amount that reflects the consideration the Group expects to receive from its customers in exchange

The Group recognizes revenue when it satisfies performance obligations under the terms of its contracts, and control of its products is

transferred to its customers in an amount that reflects the consideration the Group expects to receive from its customers in exchange

for those products.

2 unchanged sentences

revenue when the performance obligations have been satisfied.

A performance obligation is considered distinct from other obligations

in a contract when it (a) provides a benefit to the customer either on its own or together with other resources that are readily available

A performance obligation is considered distinct from other obligations in

a contract when it (a) provides a benefit to the customer either on its own or together with other resources that are readily available

to the customer and (b) is separately identified in the contract.

The Group considers a performance obligation satisfied once it has

transferred control of a good or product to a customer, meaning the customer has the ability to direct the use and obtain the benefit

of the good or product.

The Group considers a performance obligation satisfied once it has transferred

control of a good or product to a customer, meaning the customer has the ability to direct the use and obtain the benefit of the good

Income taxes are accounted for under

11 unchanged sentences

largest amount that is greater than 50% likely of being realized.

Valuation allowances are established when management determines it

is more likely than not that some portion, or all, of the deferred tax assets will not be realized.

Valuation allowances are established when management determines it is

more likely than not that some portion, or all, of the deferred tax assets will not be realized.

Changes in recognition or measurement

6 unchanged sentences

The Group determines fair

value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous

When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes

between observable and unobservable inputs, which are categorized in one of the following levels:

Unadjusted quoted prices in active markets for identical assets or liabilities

accessible to the reporting entity at the measurement date.

Other than quoted prices included in Level 1 inputs that are observable for the

asset or liability, either directly or indirectly, for substantially the full term of the

asset or liability.

Unobservable inputs for the asset or liability used to measure fair value to the

extent that observable inputs are not available, thereby allowing for situations in which

there is little, if any, market activity for the asset or liability at measurement date.

value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market.

When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable

and unobservable inputs, which are categorized in one of the following levels:

– Level 1 inputs:

Unadjusted quoted prices in active markets for identical assets or liabilities accessible

to the reporting entity at the measurement date.

– Level 2 inputs:

Other than quoted prices included in Level 1 inputs that are observable for the asset

or liability, either directly or indirectly, for substantially the full term of the asset or liability.

– Level 3 inputs:

Unobservable inputs for the asset or liability used to measure fair value to the extent

that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset

or liability at measurement date.

The carrying value of cash and cash

5 unchanged sentences

Compound Financial Instruments

Compound financial instruments are

convertible bonds that can be converted into equity instruments at the option of the holder.

The liability component of a compound financial

instrument is recognized initially at the fair value of a similar liability that does not have an equity conversion right and subsequently

measured at amortized cost until extinguished on conversion or maturity of the bonds.

The equity component is recognized initially on

the difference between the fair value of the compound financial instrument as a whole and the fair value of the liability component.

Any directly attributable transaction costs are allocated to the liability and equity components in proportion to their initial carrying

Accounting pronouncements adopted as of June 30, 2025

Compound financial instruments are convertible

bonds that can be converted into equity instruments at the option of the holder.

The liability component of a compound financial instrument

is recognized initially at the fair value of a similar liability that does not have an equity conversion right and subsequently measured

at amortized cost until extinguished on conversion or maturity of the bonds.

The equity component is recognized initially on the difference

between the fair value of the compound financial instrument as a whole and the fair value of the liability component.

Any directly attributable

transaction costs are allocated to the liability and equity components in proportion to their initial carrying amounts.

Accounting pronouncements adopted as of September 30, 2025

In October 2021,

5 unchanged sentences

liabilities acquired in a business combination in accordance with Topic 606.

At the acquisition date, an acquirer should account for

the related revenue contracts in accordance with Topic 606 as if it had originated the contracts.

The ASU is effective for the Company

for annual and interim periods in fiscal years beginning after December 15, 2023.

The ASU is applied to business combinations occurring

on or after the effective date.

The Group adopted this ASU as of January 1, 2024 and there is no impact on the Group’s condensed

consolidated financial statements.

At the acquisition date, an acquirer should account for the

related revenue contracts in accordance with Topic 606 as if it had originated the contracts.

The ASU is effective for the Company for

annual and interim periods in fiscal years beginning after December 15, 2023.

The ASU is applied to business combinations occurring on

or after the effective date.

The Group adopted this ASU as of January 1, 2024 and there is no impact on the Group’s condensed consolidated

financial statements.

In November 2023,

the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures , which requires enhanced

disclosure of significant segment expenses on an annual and interim basis.

This ASU will be effective for the annual periods beginning

the year ended December 31, 2024, and for interim periods beginning January 1, 2025.

Early adoption is permitted.

Upon adoption,

this ASU should be applied retrospectively to all prior periods presented in the financial statements.

The Group adopted this ASU

as of January 1, 2025 and there is not impact on the Group’s condensed consolidated financial statements.

Accounting pronouncements issued, but not adopted as of June 30, 2025

Improvements to Reportable Segment Disclosures , which

requires enhanced disclosure of significant segment expenses on

an annual and interim basis.

This ASU will be effective for the

annual periods beginning the year ended December 31, 2024, and for interim periods beginning January 1, 2025.

Early adoption

is permitted.

Upon adoption, this ASU should be applied retrospectively

to all prior periods presented in the financial statements.

The Group adopted this ASU as of January 1, 2025 and there is not impact on

the Group’s condensed consolidated financial statements.

Accounting pronouncements issued, but not adopted as of September 30, 2025

In October 2023,

13 unchanged sentences

the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures , which improves the transparency

of income tax disclosures by requiring consistent categories and greater disaggregation of information in the effective tax rate reconciliation

and income taxes paid disaggregated by jurisdiction.

It also includes certain other amendments to improve the effectiveness of income

tax disclosures.

This ASU will be effective for the annual periods beginning the year ended December 31, 2026.

Early adoption

is permitted.

Improvements to Income Tax Disclosures , which improves

the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the effective

tax rate reconciliation and income taxes paid disaggregated by jurisdiction.

It also includes certain other amendments to improve the effectiveness of income tax disclosures.

This ASU will be effective for the annual periods beginning the

year ended December 31, 2026.

Early adoption is permitted.

Upon adoption, this ASU can be applied prospectively or retrospectively.

The Group is currently evaluating the impact this

ASU will have on the Group’s consolidated financial statements.

Group is currently evaluating the impact this ASU will have on the Group's consolidated financial statements.

(3) Critical accounting estimates and assumptions

11 unchanged sentences

There are many transactions and calculations during the ordinary course of business for which the ultimate tax determination is uncertain.

Deferred tax assets are recognized

for deductible temporary differences and unused tax losses to the extent that it is probable that taxable profit will be available against

Deferred tax assets are recognized for

deductible temporary differences and unused tax losses to the extent that it is probable that taxable profit will be available against

which the temporary differences and the losses can be utilized.

Significant management judgement is required to determine the amount

of deferred tax assets that can be recognized, based upon the likely timing and the level of future taxable profits, together with future

Significant management judgement is required to determine the amount of

deferred tax assets that can be recognized, based upon the likely timing and the level of future taxable profits, together with future

tax planning strategies

12 unchanged sentences

the patent technology may be impaired.

For the purpose of assessing impairment, the Group follows its accounting policy disclosed in

For the purposes of assessing impairment, the Group follows its accounting policy disclosed in

In assessing whether there is any indication that the patent technology may be impaired, the Group considers, at minimum, the

following indications:

External sources

of information

● there are observable

indications that the patent technology’s value has declined during the period significantly

more than would be expected as a result of the passage of time or normal use.

● significant changes

with an adverse effect on the Group have taken place during the period, or will take place

in the near future, in the technological, market, economic or legal environment in which

the entity operates or in the market to which an asset is dedicated.

● market interest

rates or other market rates of return on investments have increased during the period, and

those increases are likely to affect the discount rate used in calculating an asset’s

value in use and decrease the asset’s recoverable amount materially.

● the carrying amount

of the net assets of the entity is more than its market capitalization.

Internal sources

of information

● evidence is available

of obsolescence or physical damage of the patent technology.

● significant changes

with an adverse effect on the entity have taken place during the period, or are expected

to take place in the near future, in the extent to which, or manner in which, the patent

External sources of information

● there are observable indications that the patent technology’s

value has declined during the period significantly more than would be expected as a result of the passage of time or normal use.

● significant changes with an adverse effect on the Group have

taken place during the period, or will take place in the near future, in the technological, market, economic or legal environment in

which the entity operates or in the market to which an asset is dedicated.

● market interest rates or other market rates of return on investments

have increased during the period, and those increases are likely to affect the discount rate used in calculating an asset’s value

in use and decrease the asset’s recoverable amount materially.

● the carrying amount of the net assets of the entity is more

than its market capitalization.

Internal sources of information

● evidence is available of obsolescence or physical damage of

the patent technology.

● significant changes with an adverse effect on the entity have

taken place during the period, or are expected to take place in the near future, in the extent to which, or manner in which, the patent

technology is used or is expected to be used.

These changes include the patent technology

becoming idle, plans to discontinue or restructure the operation to which the patent technology

belongs, and plans to dispose of the patent technology before the previously expected date.

● evidence is available

from internal reporting that indicates that the economic performance of the patent technology

is, or will be, worse than expected.

These changes include the patent technology becoming idle, plans to discontinue or restructure

the operation to which the patent technology belongs, and plans to dispose of the patent technology before the previously expected date.

● evidence is available from internal reporting that indicates

that the economic performance of the patent technology is, or will be, worse than expected.

(4) Financial risk management

1 unchanged sentence

risks such as market risk (exchange risk, interest rate risk), credit risk and liquidity risk due to various activities.

overall risk management policy focuses on volatility in the financial markets and focuses on minimizing any negative impact on financial

Risk management is conducted under the supervision of the finance department according to the policy approved by the Board

of Directors.

The Group's overall

risk management policy focuses on volatility in the financial markets and focuses on minimizing any negative impact on financial performance.

Risk management is conducted under the supervision of the finance department according to the policy approved by the Board of Directors.

The finance department identifies, evaluates and manages financial risks in close cooperation with the sales departments.

The Board of Directors provides written policies on overall risk management principles and specific areas such as foreign exchange risk,

interest rate risk, credit risk, use of derivative and non-derivative financial instruments, and investments in excess of liquidity.

Directors provides written policies on overall risk management principles and specific areas such as foreign exchange risk, interest rate

risk, credit risk, use of derivative and non-derivative financial instruments, and investments in excess of liquidity.

Market risk management

5 unchanged sentences

subsidiary’s operations is the local currency.

Therefore, for purposes of the condensed consolidated financial statements, the

results of foreign operations are translated from the local currency into U.S.

Local currency assets and liabilities are translated

at the rates of exchange on the balance sheet date, and local currency revenues and expenses are translated at average rates of exchange

Therefore, for purposes of the condensed consolidated financial statements, the results

of foreign operations are translated from the local currency into U.S.

Local currency assets and liabilities are translated at

the rates of exchange on the balance sheet date, and local currency revenues and expenses are translated at average rates of exchange

during the period.

10 unchanged sentences

Price risk is the risk that the fair

value of a financial instrument or future cash flows will change due to changes in market prices other than interest rate or foreign

exchange rate.

value of a financial instrument or future cash flows will change due to changes in market prices other than interest rate or foreign exchange

As of the end of the reporting period, the Group is not exposed to commodity price risk.

Investments in financial instruments

are made on a non-recurring basis according to management’s judgment.

Investments in financial instruments are

made on a non-recurring basis according to management's judgment.

Credit risk management

7 unchanged sentences

transactions only with financial institutions with high creditworthiness.

As of June 30, 2025, the Group believes that there are low

signs of material default, and the maximum exposure to credit risk as of June 30, 2025 is equal to the book value of financial instruments

(excluding cash).

As of September 30, 2025, the Group believes that there are

low signs of material default, and the maximum exposure to credit risk as of September 30, 2025 is equal to the book value of financial

instruments (excluding cash).

Liquidity risk management

The Group constantly monitors its

liquidity positions to ensure that no borrowing limits or commitments are breached to meet operating capital needs.

In estimating liquidity,

we also take into account external laws or legal requirements, such as the group’s financing plan, compliance with agreements,

internal target financial ratios and currency restrictions.

The Group’s liquidity risk analysis details as of

June 30, 2025 and December 31, 2024 are as follows:

June 30, 2025

The Group constantly monitors its liquidity

positions to ensure that no borrowing limits or commitments are breached to meet operating capital needs.

In estimating liquidity, we

also take into account external laws or legal requirements, such as the group's financing plan, compliance with agreements, internal target

financial ratios and currency restrictions.

The Group's liquidity risk analysis details as of September

30, 2025 and December 31, 2024 are as follows:

September 30, 2025

Remaining maturity

2 unchanged sentences

Lease liabilities

December 31, 2024

Remaining maturity

13 unchanged sentences

and total liabilities and total equity are calculated based on the amounts in the Group’s consolidated financial statements.

The group’s debt ratio as of June 30, 2025 and December

The group's debt ratio as of September 30, 2025 and December

31, 2024 are as follows:

September 30,

Net borrowings (A)

5 unchanged sentences

(5) Fair value measurements

Book value and fair value of financial

The difference between the carrying

amount and fair value of the Group’s financial assets and liabilities as of June 30, 2025 and December 31, 2024 are insignificant.

Book value and fair value of financial instruments

The difference between the carrying amount and fair value

of the Group's financial assets and liabilities as of September 30, 2025 and December 31, 2024 are insignificant.

Fair value hierarchy

All financial assets and liabilities

for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, described

as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

● Level 1 - Quoted

(unadjusted) market prices in active markets for identical assets or liabilities

● Level 2 - Valuation

techniques for which the lowest level input that is significant to the fair value measurement

is directly or indirectly observable

● Level 3 - Valuation

techniques for which the lowest level input that is significant to the fair value measurement

is unobservable

for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, described as

follows, based on the lowest level input that is significant to the fair value measurement as a whole:

● Level 1 - Quoted (unadjusted) market prices in active markets

for identical assets or liabilities

● Level 2 - Valuation techniques for which the lowest level input

that is significant to the fair value measurement is directly or indirectly observable

● Level 3 - Valuation techniques for which the lowest level input

that is significant to the fair value measurement is unobservable

Fair values of the Group’s financial

assets and liabilities as of June 30, 2025 and December 31, 2024, which are accounted as amortized cost, are categorized as Level 3.

assets and liabilities as of September 30, 2025 and December 31, 2024 , which are accounted

as amortized cost, are categorized as Level 3.

Recurring transfer between levels

1 unchanged sentence

Fair value hierarchy classifications

of the financial instruments that are measured at fair value level 3 as at June 30, 2025 is as follows(Null for December 31, 2024):

June 30, 2025

Recurring fair value

measurements Financial liabilities at fair value through profit or loss

of the financial instruments that are measured at fair value level 3 as at September 30, 2025 is as follows(Null for December 31, 2024):

September 30, 2025

Recurring fair value measurements Financial liabilities at fair

value through profit or loss

Valuation Techniques and the Inputs

Valuation techniques and inputs used

in the recurring and non-recurring fair value measurements categorized within Level 3 of the fair value hierarchy as at June30, 2025

in the recurring and non-recurring fair value measurements categorized within Level 3 of the fair value hierarchy as at September 30,

2025 is as follows:(Null for December 31, 2024):

1 unchanged sentence

techniques in determining the fair value, which is categorized within Level 3 of the fair value hierarchy.

June 30, 2025

September 30, 2025

Fair Value Level Valuation

Techniques Inputs

Financial liabilities at fair value through profit or loss $ 630,603 3 Tsiveriotis-

Fernandes model Stock Volatility, Risk-free rate

Financial liabilities at fair value Tsiveriotis-

through profit or loss $ 630,603 3 Fernandes model Stock Volatility, Risk-free rate

(6) Financial instruments by category

The carrying value of financial instruments category as

of June 30, 2025 and December 31, 2024 are as follows:

June 30, 2025

amortized cost

liabilities at

amortized cost

The carrying value of financial instruments category as of

September 30, 2025 and December 31, 2024 are as follows:

September 30, 2025

Financial assets:

Financial assets

at amortized cost

Financial liabilities

at fair value

Financial liabilities

at amortized cost

Cash and cash equivalents

2 unchanged sentences

Other non-current financial assets

Financial liabilities:

Fianancial liabilities:

Trade and other payables

3 unchanged sentences

December 31, 2024

amortized cost

liabilities at

amortized cost

Financial assets:

Financial assets

at amortized cost

Financial liabilities

at fair value

Financial liabilities

at amortized cost

Cash and cash equivalents

2 unchanged sentences

Other non-current financial assets

Financial liabilities:

Fianancial liabilities:

Trade and other payables

Accrued expenses

Net gains or losses by financial instrument

category for the six months ended June 30, 2025 and 2024 are as follows:

Net gains or losses by financial instrument category for

the nine months ended September 30, 2025 and 2024 are as follows:

September 30,

Amortized cost:

8 unchanged sentences

Losses on change in fair value of financial liabilities

(7) Cash and cash

(7) Cash and cash equivalents

The Group considers all money market

funds and highly liquid financial instruments with original maturities of three months or less to be cash equivalents.

September 30,

Cash and cash equivalents

(8) Trade and other

receivables, net

(8) Trade and other receivables, net

All trade receivables are recorded

3 unchanged sentences

The Group does not have any off-balance sheet credit exposure related to its customers.

September 30,

Trade receivables

2 unchanged sentences

Other receivables

(9) Inventories,

Inventories consisted of the following as of June 30, 2025

(9) Inventories, net

Inventories consisted of the following as of September

30, 2025 and December 31, 2024:

September 30,

Merchandised goods

1 unchanged sentence

(10) Other financial assets

Details of other financial assets as of June 30, 2025 and

December 31, 2024 are as follows:

June 30, 2025

Details of other financial assets as of September 30, 2025

and December 31, 2024 are as follows:

September 30, 2025

December 31, 2024

1 unchanged sentence

Other deposits

Details of other assets as of June 30, 2025 and December

(11) Other assets

Details of other assets as of September 30, 2025 and December

31, 2024 are as follows:

June 30, 2025

September 30, 2025

December 31, 2024

2 unchanged sentences

Details of investment under the equity method are as follows:

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Location Main business Ownership Book value Ownership Book value

Taction Co., LTD Korea Software development 33.3 % $ -

The summarized financial information

of investment under the equity method as of the closing date and for the current period is as follows:

The summarized financial information of investment under

the equity method as of the closing date and for the current period is as follows:

As of and for the year ended December 31,2024

1 unchanged sentence

Taction Co., LTD

There is no equity method valuation

applied on investments in associate for the six months ended June 30, 2025 or 2024.

There is no equity method valuation applied on investments

in associate for the nine months ended September 30, 2025 or 2024.

Taction Co., Ltd.

4 unchanged sentences

(13) Equipment and vehicles, net

Equipment and vehicles as of June 30, 2025 and December 31,

2024 consisted of the following:

Equipment and vehicles consist as of September

30, 2025 and December 31, 2024:

September 30,

Office equipment

1 unchanged sentence

Machinery and equipment

Construction in progress

Less accumulated depreciation

Equipment and vehicles, net

Changes of goodwill for the for the

six months ended June 30, 2025 and 2024 are as follows:

For the six months ended June 30, 2025

exchange rate

For the six months ended June 30,

exchange rate

(14) Goodwill

Changes of goodwill for the nine months

ended September 30, 2025 and 2024 are as follows:

For the nine months ended September 30, 2025

Impairment loss

Effects of changes

in exchange rate

For the nine months ended September 30, 2024

Impairment loss

Effects of changes

in exchange rate

$ ( 1,183,341 )

3 unchanged sentences

Intangible assets consist of the following as of

June 30, 2025 and December 31, 2024.

For the six months ended June 30, 2025

September 30, 2025 and December 31, 2024.

As of September 30, 2025

useful life Gross carrying

amount Accumulated

amortization Net carrying

amount Accumulated amortization Net carrying

Technology license 20 years $ 102,558 $ 82,878 $ 19,680

2 unchanged sentences

$ 173,493,185 $ 25,340,265 $ 148,152,920

For the six months ended December 31, 2024

As of December 31, 2024

useful life Gross carrying

amount Accumulated

amortization Net carrying

amount Accumulated amortization Net carrying

Technology license 20 years $ 97,828 $ 78,439 $ 19,389

3 unchanged sentences

Accumulated amortization expense for

intangible assets is $ 4,624,214 and $ 5,672,590 for the six months ended June 30, 2025 and 2024, respectively.

intangible assets is $ 7,010,647 and $ 8,488,493 for the nine months ended September 30, 2025 and 2024, respectively.

(16) Short-term borrowings

The Group has a loan agreement with

Bellevue Capital Management Europe AG and as of June 30, 2025, the outstanding balance was $ 860,000 ( 3.00 % interest rate at June 30,

2025), which matures in 2025 .

The Group has multiple loan agreements

with an individual and as of June 30, 2025, the outstanding balance was $ 910,366 ( 0 % interest rate at June 30, 2025), which mature on

various dates in 2025 .

The Group has a loan agreement with Duksung

Co.,Ltd and as of June 30, 2025, the outstanding balance was $ 800,000 ( 7.00 % interest rate at June 30, 2025 ), which matures in October

The Group has a loan agreement with BGLSI

and as of June 30, 2025, the outstanding balance was $ 1,528,000 ( 0 % interest rate at June 30, 2025 ), which matures in September 2025.

BCM Europe AG and as of September 30, 2025, the outstanding balance was $ 860,000 ( 3.00 % interest rate at September 30, 2025), which matures

The Group has multiple loan agreements with individuals and as of September

30, 2025, the outstanding balance was $ 999,897 ( 0 % interest rate at September 30, 2025), which mature various dates in 2025 .

The Group has a loan agreement with Duksung Co.,Ltd and as of September

30, 2025, the outstanding balance was $ 800,000 ( 5.00 % interest rate at September 30, 2025), which matures in October 2025 .

Refer to Note

25 Subsequent events for more details.

The Group has a loan agreement with

BGLSI and as of September 30, 2025, the outstanding balance was $ 1,278,000 ( 0 % interest rate at September 30, 2025 ), which matures in

The Group has multiple loan agreements

with an individual and as of June 30, 2025, the outstanding balance was $ 135,000 ( 0 % interest rate at June 30, 2025), which mature on

various dates in 2025 .

with an individual and as of September 30, 2025, the outstanding balance was $ 135,000 ( 0 % interest rate at September 30, 2025), which

mature various dates in 2025 .

The Group has a convertible note agreement

with White Lion Capital and as of June 30, 2025, the outstanding balance was $ 1,098,869 ( 5.00 % interest

rate at June 30, 2025), which mature various dates in 2026 .

with White Lion Capital and as of September 30, 2025, the outstanding balance was $ 256,959 ( 5.00 % interest rate at September 30, 2025),

which mature various dates in 2026 .

The Group has a loan agreement with

Bellevue Capital Management Europe AG and as of December 31, 2024, the outstanding balance was $ 600,000 ( 3.00 % interest rate at December

31, 2024), which matures in March 2025 .

BCM Europe AG and as of December 31, 2024, the outstanding balance was $ 600,000 ( 3.00 % interest rate at December 31, 2024).

The Group has a loan agreement with

Bellevue Capital Management Europe AG and as of December 31, 2024, the outstanding balance was $ 260,000 ( 3.00 % interest rate at December

31, 2024), which matures in July 2025 .

BCM Europe AG and as of December 31, 2024, the outstanding balance was $ 260,000 ( 3.00 % interest rate at December 31, 2024).

The Group has a loan agreement with

Bellevue Life Sciences Acquisition Corp.

and as of December 31, 2024, the outstanding balance was $ 300,000 ( 3.96 % interest rate at December

31, 2024), which matures in October 2025 .

OSR Holdings, Inc.

(f/k/a Bellevue Life Sciences Acquisition Corp.) and as of December 31, 2024, the outstanding balance was $ 300,000

( 3.96 % interest rate at December 31, 2024), which matures in October 2025 .

The Group has a loan agreement with

3 unchanged sentences

with an individual and as of December 31, 2024, the outstanding balance was $ 408,163 ( 0 % interest rate at December 31, 2024), which mature

on various dates in 2025 .

Details of convertible bonds issued on May 6, 2025 and

outstanding as of June 20, 2025 are as follows:

various dates in 2025 .

Details of convertible bonds issued on May 6, 2025 and outstanding

as of September 30, 2025 are as follows:

Classification

Par value USD 1,110,000

USD 1,110,000

Stated interest rate

Guaranteed yield upon conversion

Exercise price adjustments Issuance of new shares for consideration (paid-in capital increase), stock dividends and capitalization of reserves, mergers, capital reduction, stock split and consolidation, reduction of capital and stock consolidation, etc.

Conversion condition Variable Conversion Price.

Exercise price adjustments

Issuance of new shares for consideration (paid-in capital increase), stock dividends and capitalization of reserves, mergers, capital reduction, stock split and consolidation, reduction of capital and stock consolidation, etc.

Conversion condition

Variable Conversion Price.

At any time, and from time to time, the Holder may utilize the Variable Conversion Price for conversions of this Note into Common Stock.

3 unchanged sentences

“Trading Day” shall mean any day on which the Common Stock is tradable for any period on the NASDAQ stock market or on the principal securities exchange or other securities market on which the Common Stock is then being quoted or traded.

The conversion right on the above convertible bonds is

classified as other financial liabilities.

The conversion right on the above convertible bonds is classified as

other financial liabilities.

(17) Long-term debt

The Group has long-term debt agreements

with individuals and as of December 31, 2024, the total outstanding balance was $ 497,615 ( 4.6 % interest rate at December 31, 2024), which

matures in 2030 .

The Group has long-term debt agreements with individuals and

as of December 31, 2024, the total outstanding balance was $ 497,615 ( 4.6 % interest rate at December 31, 2024), which matures in 2030 .

(18) Post-employment benefits

5 unchanged sentences

Plan assets are managed independently from the Group's assets in a fund managed by a trustee.

Darnatein’s pension plan has converted

Danatein’s pension plan has converted

from the DB type to the DC type at the end of March 31, 2017, and is obligated to pay severance payment as DB type which incurred before

the March 31, 2017.

Meanwhile, expenses recognized by

the Group in relation to the defined contribution retirement benefit plan for the six months ended June 30, 2025 and 2024 are $ 304,579

and $ 57,530 , respectively.

Meanwhile, expenses recognized by the Group in relation to

the defined contribution retirement benefit plan for the nine months ended September 30, 2025 and 2024 are $ 401,449 and $ 93,458 , respectively.

(19) Related party transactions

As of June 30, 2025, the Group’s

As of September 30, 2025, the Group's

related parties are as follows:

5 unchanged sentences

Other related parties Bellevue Global Life Sciences Investors LLC

There are no sales and procurement

transactions and treasury transactions with related parties for the six months ended June 30, 2025 and 2024.

Details of receivables and payables from

related party transactions as of June 30, 2025 and December 31, 2024 are as follows:

June 30, 2025

Related parties Short-term

Bellevue Capital Management Europe AG Major shareholder of the Parent $ 860,000

Bellevue Global Life Sciences Acquisition Corp

There are no sales and procurement transactions and treasury

transactions with related parties for the nine months ended September 30, 2025 and 2024.

Details of receivables and payables from related party transactions

as at September 30, 2025 and December 31, 2024 are as follows:

September 30, 2025

Related parties Short-term borrowings

BCM Europe AG Major shareholder of the Parent $ 860,000

Bellevue Global Life Sciences Acquisition Corp Other related parties 1,278,000

December 31, 2024

Related parties Short-term

Related parties Short-term borrowings

Key management Individuals $ 340,136

Compensations paid or accrued to key

management of the Parent for the six months ended June 30, 2025 and 2024 are as follows:

For the six months ended

The Group’s key management includes

registered directors who have important authority and responsibility for planning, operation, and control of the Group’s business

No collateral or guarantee were provided

for related parties and were received from related parties as of June 30, 2025 and December 31, 2024.

Compensations paid or accrued to key management of the Parent

for the nine months ended September 30, 2025 and 2024 are as follows:

For the nine months ended

September 30,

The Group’s key management includes registered directors

who have important authority and responsibility for planning, operation, and control of the Group’s business activities.

No collateral or guarantee were provided for related parties

and were received from related parties as of September 30, 2025 and December 31, 2024.

(20) Administrative expenses

Details of administrative expenses

for the six months ended June 30, 2025 and 2024 are as follows:

Details of administrative expenses for the nine months ended September

30, 2025 and 2024 are as follows:

September 30,

Retirement payment

9 unchanged sentences

Research and development expenses

Travel expenses

Transportation cost

Training cost

5 unchanged sentences

Advertising expenses

(21) Income taxes

In assessing the reliability of deferred

4 unchanged sentences

taxable income, and tax planning strategies in making this assessment.

Based upon these considerations as of June 30, 2025 and December

31, 2024, the Company had a full valuation allowance for the net deferred tax assets on one of its Asian subsidiaries and certain of

its European subsidiaries.

Also, as of June 30, 2025 and December 31, 2024, the Company had a partial valuation allowance offsetting

Based upon these considerations as of September 30, 2025 and December

31, 2024, the Company had a full valuation allowance for the net deferred tax assets on one of its Asian subsidiaries and certain of its

European subsidiaries.

Also, as of September 30, 2025 and December 31, 2024, the Company had a partial valuation allowance offsetting

certain deferred tax assets of another one of its Asian subsidiaries.

Management believes that it is more likely than not that the Company

will realize the benefits of the remaining deductible differences, net of valuation allowances, at June 30, 2025 and December 31, 2024.

will realize the benefits of the remaining deductible differences, net of valuation allowances, at September 30, 2025 and December 31,

The Company did not have any material

uncertain tax positions, which should be recognized in the condensed consolidated financial statements as of June 30, 2025.

uncertain tax positions, which should be recognized in the condensed consolidated financial statements as of September 30, 2025.

the Company did not have any unrecognized tax benefits, which, if recognized, would affect the effective tax rate for the nine months

Loss per share

Basic loss per share for the six months

ended June 30, 2025 and 2024 are calculated as follows:

Basic loss per share for the nine months ended September

30, 2025 and 2024 are calculated as follows:

(The United States Dollar in unit and number of shares)

For the six months ended

For the nine months ended

$ ( 13,187,995 )

2 unchanged sentences

Basic loss per ordinary share (A/B)

Weighted average number of ordinary

shares outstanding for the six months ended June 30, 2025 and 2024 are calculated as follows:

Weighted average number of ordinary shares outstanding for

the nine months ended September 30, 2025 and 2024 are calculated as follows:

(Number of shares)

For the six months ended

For the nine months ended

Ordinary shares outstanding at the beginning

2 unchanged sentences

Shares issued due to ELOC

Shares issued due to Convertible note conversion

Shares issued due to Warrant conversion

Weighted average number of ordinary shares outstanding

Diluted loss per share for the six

months ended June 30, 2025 and 2024 are calculated as follows:

Diluted loss per share for the nine months ended September

30, 2025 and 2024 are calculated as follows:

(The United States Dollar in unit and number of shares)

For the six months ended

For the nine months ended

$ ( 13,175,055 )

2 unchanged sentences

Diluted loss per ordinary share (A/B)

Weighted average number of ordinary shares outstanding

for the six months ended June 30, 2025 and 2024 are calculated as follows:

Weighted average number of ordinary shares including diluted

effects outstanding for the nine months ended September 30, 2025 and 2024 are calculated as follows:

(Number of shares)

For the six months ended

Ordinary shares outstanding at the beginning

Changes due to business combination

Commitment shares issued for White Lion Capital

Shares issued due to ELOC

Convertible bonds conversion effect

For the nine months ended

Weighted average number of ordinary shares outstanding beginning

Diluted effect) Convertible bonds conversion effect

Diluted effect) Warrant conversion effect

Weighted average number of ordinary shares outstanding

Commitment and contingencies

As of June 30, 2025, the Group is a party

to a civil action filed in the Supreme Court of the State of New York, County of New York, by Benjamin Securities, Inc., seeking approximately

$ 425,000 in alleged brokerage fees and costs, plus interest and attorneys’ fees.

As of June 30, 2025, the matter remains pending.

The Group has no pending litigation

cases arising in the ordinary course of business as of September 30, 2025 and December 31, 2024.

The Parent has entered into various contractual

commitments related to the acquisition of VAXIMM including a future financial obligation of CHF 7,416 underlying as of June 30, 2025.

commitments related to the acquisition of VAXIMM including a future financial obligation of CHF 7,416 underlying as of September 30, 2025.

Meanwhile, both parties have agreed to remove section 6.1.3 of the license agreement that states that in the event of the Parent’s

2 unchanged sentences

Segment reporting

The Group operates in one operating

Operating segments are defined as components of an enterprise about which separate financial information is evaluated regularly

by the chief operating decision maker (“CODM”) in deciding how to allocate resources and assessing performance.

CODM role is fulfilled by the Executive Leadership Team, who allocates resources and assesses performance based upon consolidated financial

The geographic segments for the long-lived assets and ROU assets are disclosed below.

There are no external customers that

account for more than 10% of sales for the reporting period.

The Group operates in one operating segment.

Operating segments

are defined as components of an enterprise about which separate financial information is evaluated regularly by the chief operating decision

maker (“CODM”) in deciding how to allocate resources and assessing performance.

The Group’s CODM role is fulfilled by

the Executive Leadership Team, who allocates resources and assesses performance based upon consolidated financial information.

The geographic

segments for the long-lived assets and ROU assets are disclosed below.

There are no external customers that account for more than

10% of sales for the reporting period.

Subsequent events

The Group has evaluated subsequent

events from the balance sheet date through August 14, 2025, the date at which the condensed consolidated financial statements were available

events from the balance sheet date through November 3, 2025, the date at which the condensed consolidated financial statements were available

to be issued and determined that there are no other items to disclose, except the following:

● In July, the Group issued total of 757,500 shares

under the ELOC, to raise gross proceeds of $ 727,887 .

● In July, the Group issued total of 1,021,401

shares under the convertible note and warrant agreement with White Lion Capital, which amounted $ 990,000 .

● In October, the Group issued total of 2,001,571 shares under the warrants, to raise gross proceeds of

● In October, the Board of Directors of the Group approved the acquisition of Woori IO Co.,Ltd through a

comprehensive share exchange with OSR Holdings Co., Ltd.

● In October, the Company’s convertible loan from Duksung Co.,Ltd totaling $ 800,000 reached its maturity.

The Company repaid $ 150,000 plus 5 % accrued interest and the remaining balance of $ 650,000 was extended till October 15, 2026, with an

interest rate of 7 %.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements