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). 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. The closing 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. Holders 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. 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. 100 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 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 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. 101 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. 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 Resources .” 102 Use of Proceeds from Registered Offerings 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. See “Item 3. Legal Proceedings” for additional information regarding certain ongoing matters involving the Company. Purchases of Equity Securities by the Issuer and Affiliated Purchasers None. Item 6. [Reserved]