What changed in this filing

/stocks — the workspaceLOADING

Item 5. Market for Registrant’s Common Equity

2026-03-31 compared with 2025-04-22 · 55 added, 87 removed, 70 unchanged (67% of the section changed)

Market for Registrant’s Common Equity, Related

Stockholder Matters, and Issuer Purchases of Equity Securities

Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

Market Information

3 unchanged sentences

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.

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.

Post closing of the consummation of the Business Combination, the common

stock and warrants of Company were listed on Nasdaq under the symbols “OSRH” and “OSRHW” respectively.

prices of OSRH’s securities on December 31, 2025, the last trading day during the fiscal year covered by this Form 10-K were $0.56.

for OSRH common stock, $0.05 for OSRH warrants.

As of December 31, 2025, the Company had 26,597,769 shares of Common

Stock issued and outstanding held of record by 75 holders, no shares of preferred stock outstanding and 7,330,000 warrants outstanding

held of record by 8 holders.

Such amounts do not include DTC participants or beneficial owners holding shares through nominee names.

We have not paid any cash dividends on our common stock to date.

27 unchanged sentences

equity compensation plans (excluding

securities reflected in column (a))

securities reflected in column

Equity compensation plans approved by security holders

10 unchanged sentences

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

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 December 31, 2025, approximately 30 individuals, including employees,

directors and certain service providers are eligible to participate in the Omnibus Plan.

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

20 unchanged sentences

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 .”

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

Subsequently, on October 16, 2025, the Company entered into an amendment

to the Duksung Promissory Note pursuant to which the maturity date was extended to October 16, 2026 and the conversion feature was modified

to permit conversion at any time at a fixed conversion price of $8.10 per share.

The outstanding balance of the Duksung Promissory Note

as of December 31, 2025 is $650,000, which is convertible to 80,246 shares of the Company’s Common Stock.

As previously disclosed on the Company’s Current Report on Form

8-K filed on February 28, 2025, on February 25, 2025 the Company entered into a common stock purchase agreement (the “Common Stock

Purchase Agreement”) and a related registration rights agreement (the “White Lion RRA”) with White Lion GBM Innovation

Fund (“White Lion”), which agreements were subsequently amended, as disclosed in the Company’s Current Report on Form

8-K filed on May 12, 2025.

Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Common

Stock Purchase Agreement, as amended.

Pursuant to the Common Stock Purchase Agreement, as amended, 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.

The Company intends to use the net proceeds from any such sales for general corporate purposes, including working capital, research and

development, and other operating expenses.

In connection with the foregoing, the Company issued a warrant to White

Lion to purchase shares of its common stock with an aggregate value of up to approximately $4.0 million and convertible promissory notes

with an aggregate funding amount of approximately $1.0 million.

Shares of the Company’s common stock issuable under the Common Stock

Purchase Agreement, upon exercise of the warrant, and upon conversion of the convertible promissory notes have been registered for resale

pursuant to the Company’s registration statement on Form S-1, initially filed on May 28, 2025 and subsequently amended by Form S-1/A

filed on June 10, 2025.

To the extent the warrant is exercised for cash, the Company expects

to receive additional proceeds for general corporate purposes.

A portion of the convertible promissory notes has been converted into shares

of the Company’s common stock, and the Company received cash proceeds from such conversions.

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

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;

(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

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

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.

In connection with the closing of the Company’s business combination

in February 2025, approximately $1.2 million remained in the trust account following shareholder redemptions.

As of the date of this report,

such funds have not yet been released and therefore have not been available for use by the Company.

Legal Proceedings”

for additional information regarding certain ongoing matters involving the Company.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

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-K

Item 5. Market for Registrant’s Common Equity