OSR Health, Inc. 10-K

Item 9A. Controls and Procedures Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. 111 As required by Rules 13a-15 and 15d-15 under the Exchange Act, our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2025. Management previously concluded that the Company’s disclosure controls and procedures were not effective as of December 31, 2024 due to the identification of material weaknesses in internal control over financial reporting. During 2025, management implemented remediation measures designed to address these previously identified material weaknesses. In the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, management concluded that the previously identified material weaknesses had been remediated. However, during the Company’s year-end evaluation of internal control over financial reporting as of December 31, 2025, management identified additional deficiencies in internal control over financial reporting, including deficiencies relating to the completeness and accuracy of liabilities and the sufficiency of personnel within the accounting and financial reporting function. As a result of these deficiencies, management concluded that material weaknesses in internal control over financial reporting existed as of December 31, 2025. Accordingly, management concluded that the Company’s disclosure controls and procedures were not effective as of December 31, 2025. However, a controls system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system will be met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud or error, if any, within a company have been detected. Management’s Report on Internal Controls Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f)). Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with GAAP. Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our financial statements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025 based on criteria specified in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. 112 Management previously identified material weaknesses in internal control over financial reporting as of December 31, 2024, including: 1. In November 2023, the Company withdrew $561,957 of interest income earned in the Trust Account for payment of the Company’s franchise tax and income tax liabilities as permitted by the terms of the Trust Agreement governing the Trust Account. The Company deposited the funds in the Company’s unrestricted general account and they were used for the payment of general operating expenses. On April 16, 2024, the Company paid $461,957 in income taxes. On April 17, 2024, the Company withdraw of $100,000 of interest income earned in the Trust Account for payment of the Company’s state franchise tax and income tax liabilities as permitted by the terms of the Trust Agreement governing the Trust Account. On May 20, 2024, the Company paid $193,183 in franchise taxes. On May 23, 2024, the Company withdrew $218,857 of interest income earned in the Trust Account for payment of the Company’s franchise tax and income tax liabilities as permitted by the terms of the Trust Agreement governing the Trust Account. The Company deposited the funds in the Company’s unrestricted general account and they were used for payment of general operating expenses. On October 29, 2024, the Company paid $127,200 in franchise taxes. On November 25, 2024, the Company withdrew $136,805 of interest income earned in the Trust Account for payment of the Company’s franchise tax and income tax liabilities as permitted by the terms of the Trust Agreement governing the Trust Account. As of December 31, 2024, the Company withdrew $1,017,619 of interest income earned in the Trust Account for payment of the Company’s franchise tax and income tax liabilities as permitted by the terms of the Trust Agreement governing the Trust Account and paid $798,589 in franchise and incomes taxes resulting in $219,030 having been withdrawn from the Trust Account and not used to pay franchise and income taxes. As of December 31, 2024, the Company’s obligations for franchise taxes has been paid in full. As of December 31, 2024, the Company has outstanding income tax obligations of $358,333 and has recorded prepaid franchise taxes of $78,383 related to future periods. 2. The Company failed to maintain effective internal control over the timely recognition and payment of excise tax obligations, which resulted in the incurrence of penalties and interest totaling $121,186. As of December 31, 2024, the Company had recorded total excise tax payable of $843,464. 3. The Company did not maintain effective internal control over the completeness and accuracy of its liabilities. 4. The Company did not have sufficient personnel in its accounting and financial reporting group which could result in errors in reporting in the future. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. During 2025, management implemented remediation measures designed to address these material weaknesses. In the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, management concluded that the previously identified material weaknesses had been remediated. However, as part of management’s year-end evaluation of internal control over financial reporting as of December 31, 2025, management identified additional deficiencies in internal control over financial reporting, including deficiencies relating to the completeness and accuracy of liabilities and the sufficiency of personnel within the accounting and financial reporting function. 113 As a result, management concluded that the Company’s internal control over financial reporting was not effective as of December 31, 2025. Management is continuing to implement measures intended to remediate these material weaknesses, including strengthening internal review procedures, enhancing processes relating to the identification and recording of liabilities, and evaluating additional resources within the accounting and financial reporting function. Remediation Process Management is committed to maintaining a strong internal control environment and has initiated measures designed to remediate the material weaknesses identified in internal control over financial reporting. During 2025, the Company began taking steps intended to strengthen its internal control environment, including enhancing internal review procedures and evaluating processes related to the identification and recording of liabilities. The Company also assessed the adequacy of its accounting and financial reporting resources. However, as of December 31, 2025, these remediation efforts had not yet been fully implemented or operated for a sufficient period of time for management to conclude that the material weaknesses had been fully remediated. Management continues to develop and implement additional remediation measures, including: ● enhancing internal review and approval procedures over financial reporting processes; ● strengthening processes related to the identification, recording and review of liabilities; ● improving documentation and review controls over significant accounting estimates and financial statement preparation; and ● evaluating additional accounting and financial reporting resources to support the Company’s financial reporting requirements. The Company will continue to monitor the effectiveness of these remediation efforts and will not be able to conclude that the material weaknesses have been fully remediated until the redesigned controls have been implemented and have operated effectively for a sufficient period of time. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) as of December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information None . Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspection Not applicable. 114 PART III Item 10. Directors, Executive Officers and Corporate Governance As of the date of this report, our current directors and executive officers are as follows: Name Age Position Kuk Hyoun Hwang 50 Chief Executive Officer and Director Jun Chul Whang 61 Chief Legal Officer and Director Constance Höfer 57 Chief Scientific Officer Gihyoun Bang 49 Chief Financial Officer Seng Chin Mah 66 Independent Director Hyuk Joo Jee 59 Independent Director Joong Myung Cho 77 Independent Director Alcide Barberis 68 Independent Director Reto Fierz 57 Independent Director Kuk Hyoun Hwang has been the Chief Executive Officer and a director of OSR since March 2020. Mr. Hwang is also the President and Chief Executive Officer of the Company as of the Closing of the Business Combination. Mr. Hwang is the Managing Partner of BCM, which he founded in August 2012. Since then, he has led BCM’s and its subsidiaries’ growth and expansion as a cross-border healthcare investment group in three countries: the U.S., South Korea and Switzerland. He is also the Chief Executive Officer of BCME, a position he has held since March 2020, and the Chairman of the Board of Vaximm AG since November 2022. Since July 2019 until April 2021 and December 2022 to August 2024, Mr. Hwang has also served as Chief Executive Officer of OSR, a global drug development company and a subsidiary of BCM, where he has also served as chairman since July 2019. Prior to founding BCM in 2012, Mr. Hwang served with financial services firms in Korea and the U.S., including North Head Capital Partners LLC from 2011-2012, Kim Eng Research Korea and Kim Eng Securities USA from 2006-2008, and Shinhan Investment Corp from 2002-2004 and 2006. Mr. Hwang received a BA in sociology from Korea University in 1998. Mr. Hwang is well qualified as Chief Executive Officer and director of the Company because of his significant investment and capital markets expertise within the healthcare industry. Jun Chul Whang is Chief Legal Officer and director of the Company as of February 14, 2025. Mr. Whang has been a director of the Company since August 2020. Mr. Whang has been an advisor to BCM since January 2015, and starting in June 2018, has served as General Counsel and consultant to BCM. In August 2020, he became a member of BCM. As a member, Mr. Whang provides legal and strategic advice to BCM on cross-border transactional matters. Since December 2020, Mr Whang has also served as General Counsel of Minetta Brook Capital LLC, a boutique financial advisory firm that also serves as general partner to investment vehicles. From April 2019 through July 2023, Mr. Whang also served as General Counsel to ELA Partners (an affiliate of Stonehaven, a global capital raising fintech platform), which specializes in capital raising for selective alternative investment opportunities globally. From May 2016 to May 2018, Mr. Whang was Partner at the law firm of Greenspoon Marder (“GM”). Mr. Whang was also Partner (having joined as an associate) at the law firm of Jacob, Medinger & Finnegan, LLP (“JMF”) from July 1992 until May 2016, when JMF merged with GM. From 1990 to 1992, Mr. Whang was an associate attorney with Cadwalader Wickersham & Taft. During his career as an attorney, Mr. Whang represented major international companies in product liability litigation and regulatory risk management domestically and internationally (Europe and Korea). His language capabilities include Korean, Spanish, French and Japanese (conversational). Mr. Whang earned a BA in Government from Dartmouth College in 1986, a JD from Cornell Law School in 1989, and an LLM in International and Comparative Law (with Distinction) from Georgetown Law Center in 1990. We believe Mr. Whang is well qualified to serve as Chief Legal Officer and director of the Company because of his varied and extensive legal experience. 115 Gihyoun Bang has been the Chief Financial Officer of the Company since June 2024. Mr. Bang has over 22 years of experience in the Korean capital markets, with extensive expertise in investment banking, equity capital markets, credit analysis, and private equity. Mr. Bang previously held various roles at Shinhan Securities from 2002 to 2018, where he worked across IPO execution, deal evaluation, and equity capital markets, participating in a broad range of transactions including mezzanine financings and cross-border investments in the healthcare and biotechnology sectors. He subsequently served as Chief Operating Officer of Newlake Alliance Management from 2019 to 2024, where he led investment and fundraising activities across multiple funds focused on healthcare and industrial sectors, and oversaw firm operations, including portfolio management and organizational strategy. His experience includes investments in international healthcare assets, including a hospital project in Guam. Mr. Bang holds a B.A. in Business Administration from Hansung University and is a U.S. Certified Public Accountant. Dr. Constance Höfer has been the Chief Scientific Officer of the Company since March 24, 2025. Dr. Höfer is a seasoned leader in drug development with over 20 years of experience in oncology and immunology and will oversee OSR Holdings’ scientific strategy and innovation pipeline. Dr. Höfer joins OSR Holdings from Merck Healthcare, where she led global programs spanning from preclinical to late-stage clinical development. Prior to Merck, she held senior leadership positions at Sandoz Biopharmaceuticals, Priaxon AG, and Medigene AG, playing a key role in advancing therapeutic programs across various modalities, including New Biological Entities (NBEs), New Chemical Entities (NCEs), nucleotides, and viral and cell-based therapies. Coupled with her extensive industry experience and a PhD in Pharmacology from the University of Newcastle, Dr. Höfer has a strong foundation in clinical pharmacology and translational medicine, ensuring a seamless transition from early-stage research to successful clinical development. Dr. Alcide Barberis has been a director of the Company since the Closing of the Business Combination. He is a biotech entrepreneur, Board Member and Executive with over 25 years of management experience in the biotechnology industry, and scientific experience in the private and public research sectors. He is currently CEO & Director of Mabylon AG (since 2017). Before joining Mabylon, he was CEO & President of Humabs BioMed, now a subsidiary of VIR Biotechnology (2013-2016). His career has included senior positions at entrepreneurial startups (Co-Founder of ESBATech AG (1998) and Oncalis AG (2006) and senior Executive Management, R&D Management and Business Development positions. He has been member of the Board of Directors of ESBATech (now a Novartis company, 1998-2004), Oncalis (2006-2012) and EffRx Pharmaceuticals (2016-2023), and he is currently (since March 2023) on the Board of Directors of Ontrack Biomedical. From 2016 through 2021 he was also Coordinator of the Startup Promotion Center of the University of Svizzera Italiana in Lugano, Switzerland. Dr. Barberis earned a PhD in Molecular Biology and Biochemistry from the University of Zürich (1988). Dr. Barberis is well qualified to serve as a director because of his extensive management and leadership experience in the biotech industry, startup companies, and in the private and public scientific research sectors. 116 Dr. Seng Chin Mah has been a director of the Company since the Closing of the Business Combination. Dr. Mah has been Chairman of the Board of BioVersys AG since 2009. He was previously Chief Executive Officer of the Canyon Pharmaceuticals Group AG (2009-2021) and has over 30 years’ experience in the pharma and biotech industry. Prior to Canyon Pharmaceuticals, he was Head of Development of the Integration Office during the integration of Chiron into Novartis (2005-2008) and held other positions at Novartis, including Global Head of Clinical Safety and Epidemiology (2001-2005); Head of Drug Regulatory Affairs Europe (1997-2001); and oversight responsibility for Clinical Quality Assurance (2001-2005). Dr. Mah was also a member of the Novartis Corporate Executive Group (2001-2005) and a member of the Board of Directors for Novartis Europharm Ltd. (1997-2005). During his tenure with Novartis and Ciba (1990-2008), he drove key drug development and regulatory programs, and led major business results including numerous global registrations of major products. He has held several research and academia positions (Ciba-Geigy Ltd., 1987-1988; National University of Singapore, 1989-1990). Dr. Mah was awarded The Frost & Sullivan 2011 Product Differentiation Excellence Award in Parenteral Anticoagulants, which recognized Canyon Pharmaceuticals Group AG for the development and launch of Iprivask ® (desirudin for injection). Dr. Mah earned a BS in Pharmacology from University of London (1984) and a PhD in Biochemistry from University of Basel (1987). Dr. Mah is well qualified to serve as a director because of his extensive knowledge and experience in strategic decision-making, late-stage clinical development and regulatory experience within the Pharma and Biotech industry. Hyuk Joo Jee has been a director of the Company since the Closing of the Business Combination. Mr. Jee has served as a Special Advisor to Chairman at DongKoo Bio Pharma Co., Ltd., a public company in Korea, since January 2024. Prior to joining DongKoo Bio Pharma, Mr. Jee served with HLB Co., Ltd., also a publicly-listed biopharmaceutical company in Korea, as Chief Operating Officer and the Head of Corporate Private Equity leading the firm’s investments and resource allocations over a global pipeline of clinical-stage oncology programs from August 2018 through December 2023. During his tenure at HLB, Mr. Jee led the firm’s global IR, M&As and strategic investment activities. Prior to his careers in the biopharmaceutical industry, Mr. Jee has spent more than 15 years serving with brokerage and investment banking firms, mostly representing their European offices and providing services to the European and global fund clients investing in Korean equities market. Those engagements include Korea Investment Securities Europe (London), Daewoo Securities Europe (London), and Hyundai Securities Europe (London and Seoul) between July 2002 and January 2018. Mr. Jee has started his finance career as an Analyst and Portfolio Manager at Scudder Kemper and Schroders based in Seoul, Korea serving from 1998 to 2002. Mr. Jee has received his B.A. in Business Administration from the Korea University in 1994. Mr. Jee is well qualified to serve as a Director because of his well-balanced career between finance and biopharmaceutical industries, especially leading M&A transactions while serving from executive positions with his previous employer. 117 Dr. Joong Myung Cho has been a director of the Company since the Closing of the Business Combination. Dr. Cho has been Chairman and CEO of CG Pharmaceuticals, Inc. since October 2008 and previously served as Chairman and CEO of Hwail Pharmaceuticals Co. Ltd. from August 2013 to December 2022. Dr. Cho is the founder of Crystal Genomics and the former Chairman & President (July 2000 to March 2023). He has over 40 years of experience in biopharmaceutical industry covering from discovery of novel pharmaceuticals through R&D and commercialization. Dr. Cho has previously served as the executive Senior Vice President and Director of R&D Biotech Research Institute at LG Life Science (formerly LG Chem.) from 1984 to 2000. During his tenure, biopharmaceutical R&D at LG became the leading life science company in Korea where it grew from just a few research scientists to several hundred prior to his departure. He has successfully introduced 10 different recombinant products such as growth hormones of human, bovine, and porcine, hepatitis B vaccine, interferon alpha and gamma, GM-CSF, EPO, etc. Moreover, four drug candidates were licensed out to multinational pharmaceutical companies under his supervision and one of them is approved by FDA (US). On the basis of such achievements, Dr. Cho has received many awards and acted as a member of governmental committees. He received his Ph.D. from University of Houston and worked as a post-doc in Baylor College of Medicine. Dr. Cho is an author of more than 80 publications in books and journals including Nature, and an inventor of more than 200 patents filed. Dr. Cho is well qualified to serve as a director because of long-standing career experiences both as a biotech entrepreneur and the R&D Head of a major life sciences company in Korea (LG Group). Reto Fierz has been a director of the Company since September 2025. He is a Swiss entrepreneur and executive with over 25 years of international experience in finance, institutional asset management, private equity, M&A, real estate, and digital assets. He is a Partner and Co-Founder of DA Value Group, investing in and developing early-stage projects in the digital assets and distributed ledger technology sectors. Previously, Mr. Fierz co-founded CROWDLITOKEN AG, the first public issuer of a regulated tokenized security in the real estate sector in Switzerland and the EEA and served as CEO and Partner of azemos partner ag, a Swiss-German asset manager and real estate developer. Earlier in his career, he held senior roles including CFO of Rianta Capital, CFO of Swiss Finance & Property, and audit and advisory roles at Ernst & Young. Mr. Fierz holds an MBA from the University of Zürich and is a Swiss Certified Accountant. Number and Terms of Office of Officers and Directors We have seven directors and four officers. Directors are elected at the Company’s annual meeting of stockholders and hold office until the next annual meeting of stockholders and until their successors are duly elected and qualified, subject to their earlier death, or until their earlier resignation or removal. Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate. Our bylaws provide that our officers may consist of a Chairman of the Board, a Chief Executive Officer, Chief Financial Officer, President, Vice Presidents, Secretary, Treasurer, Assistant Secretaries and such other offices as may be determined by the board of directors. 118 Changes in Company Directors during the reporting period As previously disclosed on the Company’s Current Report filed on Form 8-K on March 25, 2025, on March 24, 2025 the Company Board appointed Dr. Constance Höfer as the Company’s Chief Scientific Officer, effective on that date. Dr. Höfer is a seasoned leader in drug development with over 20 years of experience in oncology and immunology and will oversee the Company’s scientific strategy and innovation pipeline. Coupled with her extensive industry experience and a PhD in Pharmacology from the University of Newcastle, Dr. Höfer has a strong foundation in clinical pharmacology and translational medicine, ensuring a seamless transition from early-stage research to successful clinical development. In connection with Dr. Höfer’s appointment, the Company entered into a consulting agreement in lieu of an employment agreement (the “ Agreement ”) with Dr. Höfer, as dated March 24, 2025 and as amended by the Addendum No. 1 dated February 3, 2026, which provides for her compensation and other employment terms. Under the Agreement, Dr. Höfer will receive: ● A base salary of EUR300,000.00 per year (on a VAT-exclusive basis); ● Participation in Equity-based Compensation Plan of the Company, as determined at the discretion of the Company’s Compensation Committee; and ● Other customary benefits available to executive officers of the Company. There are no arrangements or understandings between Dr. Höfer and any other person pursuant to which she was selected as an officer. Additionally, Dr. Höfer does not have any family relationships with any director or executive officer of the Company. Further, Dr. Höfer has no related-party transactions reportable under Item 404(a) of Regulation S-K. The Company issued a press release regarding Dr. Höfer’s appointment, which is attached as Exhibit 99.1 to the Company’s March 25, 2025 Form 8-K and is incorporated herein by reference. As previously reported in the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on August 29, 2025 and Form 8-K filed on September 18, 2025, the Company held its annual meeting of stockholders on September 17, 2025 (the “Annual Meeting”). Annual General Meeting and Board Changes As previously reported in the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on August 29, 2025, and Form 8-K filed on September 18, 2025, the Company held its annual meeting of stockholders on September 17, 2025 (the “Annual Meeting”). As of the record date of August 15, 2025, there were 21,585,360 shares of common stock outstanding and entitled to vote. A total of 13,325,691 shares (approximately 61.7% of the outstanding shares) were present in person or by proxy, constituting a quorum. At the Annual Meeting, stockholders approved all proposals described in the Definitive Proxy Statement, including the following: (i) Director Proposal, (ii) Executive Compensation Proposal, (iii) Equity Incentive Plan Proposal, and (iv) Proposal to Exceed 20% Common Share Issuance Pursuant to Nasdaq Listing Rule 5635(d). No other matters were submitted for stockholder vote, and each of the four proposals was approved by the stockholders. As a result, the Board underwent the following changes: Reto Fierz was appointed as an Independent Director, and Jin Whan Park and Phil Geon Lee were removed. 119 The Board committees have been reconstituted as follows: Audit Committee - Reto Fierz and Hyuk Joo Jee, Compensation Committee - Seng Chin Mah, Alcide Barberis and Hyuk Joo Jee, Corporate Governance and Nominating Committee - Seng Chin Mah and Alcide Barberis and Joong Myung Cho. These changes reflect the Company’s ongoing commitment to strengthening corporate governance and enhancing strategic oversight. Committees of the Board of Directors Upon the consummation of the Business Combination, the Company Board reconstituted its audit committee, compensation committee and corporate governance and nomination committee. The Board of Directors adopted a new charter for each of these committees, which complies with the applicable requirements of current SEC and Nasdaq rules. The Company intends to comply with future requirements to the extent applicable. The Company Board may from time to time establish other committees. As of December 31, 2025, the Board committees have been reconstituted as follows: Audit Committee - Reto Fierz, Hyuk Joo Jee, and Joong Myung Cho, Compensation Committee - Seng Chin Mah, Alcide Barberis and Hyuk Joo Jee, Corporate Governance and Nominating Committee - Seng Chin Mah and Alcide Barberis and Reto Fierz. These changes reflect the Company’s ongoing commitment to strengthening corporate governance and enhancing strategic oversight. As a Subsequent Event, in January 2026, the Company Board instituted the R&D Committee as the fourth committee whose members are Alcide Barberis, Seng Chin Mah and Joong Myung Cho. Audit Committee The members of our audit committee consist of Mr. Fierz, Mr. Jee, and Dr. Cho with Mr. Fierz serving as the chairperson of this audit committee. The composition of the Company’s audit committee will meet the requirements for independence under the current Nasdaq listing standards and SEC rules and regulations. Each member of the audit committee is financially literate and the “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K will be Mr. Fierz. This designation does not impose on Mr. Fierz any duties, obligations or liabilities that are greater than are generally imposed on members of our audit committee and the board of directors. The audit committee will be directly responsible for, among other things: ● selecting a firm to serve as the independent registered public accounting firm to audit our financial statements; ● ensuring the independence of the independent registered public accounting firm; ● discussing the scope and results of the audit with the independent registered public accounting firm and reviewing, with management and that firm, our interim and year-end operating results; ● establishing procedures for employees to anonymously submit concerns about questionable accounting or audit matters; ● considering the adequacy of our internal controls and internal audit function; ● reviewing material related party transactions or those that require disclosure; and  ● approving or, as permitted, pre-approving all audit and non-audit services to be performed by our independent registered public accounting firm. Our Audit Committee Charter is included as an exhibit to this Annual Report on Form 10-K. You can also review the Audit Committee Charter by accessing our public filings at the SEC’s website at www.sec.gov. 120 Compensation Committee The members of the Company’s compensation committee consist of Dr. Barberis, Dr. Mah and Mr. Jee, with Mr. Jee serving as the chairperson. Each member of this committee is a non-employee director, as defined by Rule 16b-3 promulgated under the Exchange Act, and an outside director, as defined pursuant to Section 162(m) of the Code, and meets the requirements for independence under the current Nasdaq listing standards. The Compensation Committee will be responsible for, among other things: ● reviewing and approving, or recommending that our board of directors approve, the compensation of our executive officers; ● administering our stock and equity incentive plans; ● reviewing and approving, or making recommendations to our board of directors with respect to, incentive compensation and equity plans; and; ● reviewing our overall compensation philosophy. Our Compensation Committee Charter is included as an exhibit to this Annual Report on Form 10-K. You can also review the Compensation Committee Charter by accessing our public filings at the SEC’s website at www.sec.gov. Corporate Governance and Nomination Committee The members of Company’s corporate governance and nomination committee consist of Dr. Mah, Dr. Barberis and Mr. Fierz, with Dr. Mah serving as the chairperson. Each member of this committee meets the requirements for independence under the current Nasdaq listing standards. The Company’s corporate governance and nomination committee will be responsible for, among other things: ● determining the qualifications, qualities, skills and other expertise required to be a director of the Company, and developing and recommending to the Board for approval criteria to be considered in selecting nominees for director; ● identifying, reviewing and making recommendations of candidates to serve on the Board, including incumbent directors for reelection; ● evaluating the performance of the Board, committees of the Board and individual directors and determining whether continued service on the Board is appropriate; ● periodically reviewing and making recommendations to the Board regarding the Company’s process for stockholder communications with the Board, and making such recommendations to the Board with respect thereto; 121 ● evaluating nominations by stockholders of candidates for election to the Company Board; ● evaluating the structure and organization of the Board and its committees and making recommendations to the Board for approvals; ● periodically reviewing the Company’s corporate governance guidelines and code of business conduct and ethics and recommending to the Board any changes to such policies and principles; ● reviewing periodically the nominating and corporate governance committee charter and recommending any proposed changes to the Board, including undertaking an annual review of its own performance. Our Corporate Governance and Nomination Committee Charter is included as an exhibit to this Annual Report on Form 10-K. You can also review the Compensation Committee Charter by accessing our public filings at the SEC’s web site at www.sec.gov. R&D Committee The members of Company’s R&D committee consist of Dr. Mah, Dr. Barberis and Dr. Cho with Dr. Barberis serving as the chairperson. Each member of this committee meets the requirements for independence under the current Nasdaq listing standards. The Company’s R&D committee will be responsible for, among other things: ● review and provide guidance on the Company’s overall research and development strategy, including platform technologies and therapeutic focus areas; ● oversee the scientific rationale, differentiation, and competitive positioning of the Company’s product candidates; ● review the status, progress, and prioritization of the Company’s preclinical and clinical development programs. ● review key clinical development plans, trial designs, endpoints, and timelines for material programs; ● oversee regulatory strategy and major regulatory interactions, including pathways such as accelerated approval, breakthrough designation, or other expedited programs, where applicable; ● review significant clinical, regulatory, and development risks and mitigation strategies. ● review R&D budgets and resource allocation across programs; ● provide input to the Board on go/no-go decisions, program advancement, partnering, or discontinuation based on scientific merit, risk, capital requirements, and strategic fit; ● assess alignment between R&D priorities and the Company’s capital allocation strategy. ● review opportunities for platform expansion, new indications, lifecycle management, and next-generation product development; ● assess the application of the Company’s technology to additional therapeutic areas or disease indications; ● review the integration of external innovation, collaborations, licensing, or acquisition opportunities related to R&D. ● oversee and assess key scientific and technical risks, including translational risk, safety, manufacturing feasibility, and scalability; 122 ● review material non-clinical safety, toxicology, and CMC considerations impacting development timelines or regulatory approval; ● coordinate, as appropriate, with the Audit Committee regarding R&D-related financial, operational, and compliance risks. ● review the role and effectiveness of scientific advisory boards and key external advisors; ● oversee engagement with academic institutions, CROs, CDMOs, and strategic R&D partners; Our R&D Charter is included as an exhibit to this Annual Report on Form 10-K. You can also review the R&D Charter by accessing our public filings at the SEC’s web site at www.sec.gov. Director Nominations We do not have a standing nominating committee though we formed a corporate governance and nominating committee. In accordance with Rule 5605 of the Nasdaq rules, a majority of the independent directors may recommend a director nominee for selection by the board of directors. The board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. The directors who will participate in the consideration and recommendation of director nominees are Dr. Barberis,, Dr. Mah and Mr. Fierz. In accordance with Rule 5605 of the Nasdaq rules, all such directors are independent. As there is no standing nominating committee, we do not have a nominating committee charter in place. The board of directors will also consider director candidates recommended for nomination by our stockholders during such times as they are seeking proposed nominees to stand for election at the next annual meeting of stockholders (or, if applicable, a special meeting of stockholders). Our stockholders that wish to nominate a director for election to our board of directors should follow the procedures set forth in our bylaws. We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our stockholders. Code of Ethics The Company adopted a code of ethics that applies to all of its employees, officers and directors, including its principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. The Company intends to disclose future amendments to its code of business conduct and ethics, or any waivers of such code, on its website. 123 Insider Trading Policy The Company adopted an insider trading policy which requires insiders to (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public information and (ii) to clear all trades with the Company’s legal counsel or compliance officer prior to execution. In addition, the Company’s Sponsor and any other holders of the Company’s common stock prior to the Initial Public Offering (or their permitted transferees (the “Initial Stockholders”)) agreed to waive their redemption rights with respect to their Founder Shares, Placement Shares and Public Shares in connection with the Business Combination. A copy of the Company’s Insider Trading Policy has been filed as Exhibit 19.1 to this Annual Report. Item 11. Executive Compensation Throughout this section, unless otherwise noted, “the Company,” “we,” “us,” “our” and similar terms refer to BLAC prior to the Business Combination. This section discusses the material components of the executive compensation program for the Company’s executive officers who are named in the “2025 Summary Compensation Table” below. In 2025, the Company’s “named executive officers” and their positions at year-end were as follows: This discussion may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. 2025 Summary Compensation Table The following table sets forth information concerning the compensation of the Company’s named executive officers for the year ended December 31, 2025. Name and Principal Position Salary ($) Stock Awards ($) Non-Equity Incentive Plan Compensation ($) All Other Compensation ($) Total Kuk Hyoun Hwang 400,000 0 0 0 400,000 Chief Executive Officer Constance Höfer 345,000 0 0 0 345,000 Chief Scientific Officer Gihyoun Bang, Chief Financial Officer 300,000 0 0 0 300,000 Jun Chul Whang Chief Legal Officer 300,000 0 0 0 300,000 124 Narrative to Summary Compensation Table None of our officers has received any cash compensation for services rendered to us. We have paid and will continue to pay an affiliate of our Sponsor a total of $7,500 per month for office space, utilities and secretarial and administrative support. No compensation of any kind, including any finder’s fee, reimbursement, consulting fee or monies in respect of any payment of a loan, will be paid by us to our Sponsor, officers, directors or any affiliate of our Sponsor, officers or directors, prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is) except that we may pay BCM and/or any of its affiliates, partners or employees a fee for financial advisory services rendered in connection with our identification, negotiation and consummation of our initial business combination; the amount of any fee we pay to BCM and/or any of its affiliates, partners or employees will be based upon the prevailing market for similar services for such transactions at such time, and will be subject to the review of our audit committee pursuant to the audit committee’s policies and procedures relating to transactions that may present conflicts of interest. Our officers and directors will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, officers, directors, advisors or our or their affiliates. Any such payments prior to an initial business combination will be made using funds held outside the Trust Account. Other than quarterly audit committee review of such payments, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with identifying and consummating an initial business combination. Clawback Policy On November 15, 2023, the Board adopted an Incentive-Based Compensation Recovery Policy (the “Clawback Policy”) in order to comply with Section 10D of the Exchange Act, Rule 10D-1 of the Exchange Act and the listing standards adopted by the Nasdaq Stock Market. The Clawback Policy provides for the mandatory recovery of erroneously awarded incentive-based compensation from current and former executive officers (as defined in the Clawback Policy) of the Company in the event that the Company is required to prepare an accounting restatement. The Clawback Policy is included as an exhibit to its annual report on Form 10-K for the fiscal year ended December 31, 2023. The Clawback Policy can also be reviewed by accessing the Company’s public filings at the SEC’s web site at www.sec.gov . Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The following table sets forth information regarding the beneficial ownership of the Company’s common stock following the consummation of the Business Combination based on information obtained from the persons named below, with respect to the beneficial ownership of shares, by: ● each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock; ● each of our executive officers and directors that beneficially owns shares of our common stock; and ● all our executive officers and directors as a group. 125 Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days. Except as described in the footnotes below and subject to applicable community property laws and similar laws, we believe that each person listed below has sole voting and investment power with respect to such shares. The beneficial ownership of the Company’s Common Stock is based on 26,597,769 shares of the Company’s Common Stock issued and outstanding immediately following consummation of the Business Combination. Name and Address of Beneficial Owner (1) Number of Shares Beneficially Owned % of Ownership Officer and Directors After the Transactions Kuk Hyoun Hwang (2) 13,069,106 48.5 % Jun Chul Whang (3) — * Gihyoun Bang — * Constance Höfer — * Alcide Barberis — * Joong Myung Cho — * Hyuk Joo Jee — * Reto Fierz — * Seng Chin Mah — * — * All such executive officers and directors as a group (11 individuals) 13,069,106 48.5 % Greater than 5% Stockholders** Bellevue Global Life Sciences Investors LLC (4) 1,332,500 5.0 % BCM Europe AG (5) 8,612,636 31.9 % Bellevue Capital Management LLC (6) 3,123,970 11.7 % Duksung Co., Ltd. (7) 1,500,471 5.6 % * Less than one percent. (1) Unless otherwise noted, the address of each beneficial owner is c/o OSR Holdings, Inc., 10900 NE 4 th Street, Suite 2300, Bellevue, WA 98004. (2) Interest consists of (i) 1,725,000 founder shares of the Company’s Common Stock, (ii) the transfer of 34,500 shares of the Company’s common stock to Chardan Capital Markets, LLC (“ Chardan ”), (iii) 430,000 placement shares held of record by Bellevue Global Life Sciences Investors LLC (“ BGLSI ”), (iv) the transfer of 120,000 shares of the Company’s Common Stock by BGLSI to officers and directors of the Company at the time of its initial public offering, and (v) the transfer of 310,000 private placement units held by BGLSI and 370,000 founder shaes held by BGLSI to BCM Europe AG (“ BCME ”). BGLSI’s ownership an additional 12,000 shares underlying the private placement rights that convert at the closing of the Business Combination and the shares of the Company’s Common Stock held by BCME and Bellevue Capital Management LLC (“ BCM ”) upon the closing of the Business Combination. Mr. Hwang is the founder and managing partner of BCM, the general partner of BGLSI, and has voting and dispositive power over the shares. 126 (3) Interest does not include shares of the Company’s Common Stock held by BGLSI. Mr. Whang is a minority owner of BCM but has no voting or dispositive power over the shares of the Company’s Common Stock held by BGLSI. (4) Interest consists of (i) 1,725,000 founder shares of the Company’s Common Stock, (ii) the transfer of 34,500 shares of the Company’s Common Stock to Chardan, (iii) 430,000 placement shares held of record by BGLSI, (iv) the transfer of 120,000 shares of the Company’s Common Stock by BGLSI to officers and directors of BLAC at the time of its initial public offering, and (v) the transfer of 310,000 private placement units identical held by BGLSI and 370,000 founder shares held by BGLSI to BCME. BGLSI’s ownership post-closing includes an additional 12,000 shares underlying the private placement rights that converted at the closing of the Business Combination. Mr. Hwang is the founder and managing partner of BCM, the general partner of BGLSI, and has voting and dispositive power over the shares. (5) Interest consists of the 370,000 founder shares and 310,000 private placement units (including the exercise of 310,000 private placement warrants into 310,000 shares of the Company’s Common Stock, the conversion of 310,000 private placement rights into 31,000 shares of the Company’s Common Stock, and the exercise of 60,000 private placement warrants that were also transferred to BCME by BGLSI pursuant to the promissory note into 60,000 shares of the Company’s Common Stock) and 581,031 shares of OSR Common Stock held by BCME prior to the closing of the Business Combination. The 581,031 shares of OSR Common Stock were exchanged for 7,531,636 shares of the Company’s Common Stock upon the consummation of the Business Combination. BCME is a wholly-owned subsidiary of BCM. The business address of BCME is Gotthardstrasse 26 6300 Zug Switzerland. (6) Interest consists of 241,000 shares of OSR Common Stock held by BCM prior to the closing of the Business Combination. The 241,000 shares of OSR Common Stock were exchanged for 3,123,970 shares of the Company’s Common Stock upon the consummation of the Business Combination. Mr. Hwang has voting and dispositive over such shares. (7) Interest consists of (i) 828,462 shares of the Company’s Common Stock issued upon the consummation of the Business Combination in exchange for 63,912 shares of OSR Holdings Co., Ltd. held by Duksung Co., Ltd. (“Duksung”), (ii) 591,753 shares of the Company’s Common Stock issued upon the consummation of the Business Combination in exchange for 45,651 shares of OSR Holdings Co., Ltd. held by Duksung P&T Co., Ltd., and (iii) 10 shares of the Company’s Common Stock acquired through open market purchases. (iv) 80,246 shares of the Company’s Common Stock issuable upon conversion of a $650,000 convertible bond. The business address of Duksung is 25 Sinwonro Yeongtonggu Suwonsi Gyeonggido, Republic of Korea. Securities Authorized for Issuance under Equity Compensation Table Equity Compensation Plan Information 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 filed as Exhibit 10.27 to the Company’s January 29, 2025 Registration Statement on Form S-4 and incorporated herein by reference. 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 6,300,000 127 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, there are 30 employees or directors that are eligible to participate in the Omnibus Plan, and we expect that 22 full-time employees, and approximately 8 non-employee directors and officers, consultants, and advisors of the Company will be eligible to participate in the Omnibus Plan after the consummation of the Business Combination. Only the Company’s employees or employees of the Company’s corporate subsidiaries are eligible to receive incentive stock options. The Omnibus Plan became effective on January 29, 2025, the date it was adopted by the Company Board (the “Effective Date”). The Omnibus Plan will terminate automatically at 11:59 PM 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. Changes in Control None. Item 13. Certain Relationships and Related Transactions, and Director Independence On July 30, 2020, we issued an aggregate of 1,437,500 founder shares to our Sponsor for an aggregate purchase price of $25,000 in cash, or approximately $0.017 per share. On April 25, 2022, we executed a stock split, resulting in an aggregate of 1,725,000 founder shares held by our Sponsor (of which up to 225,000 shares were subject to forfeiture in the event the underwriter’s Over-Allotment Option was not exercised in full). At the closing of our IPO, our Sponsor transferred 20,000 founder shares to each of our directors and 20,000 placement warrants to each of our directors who are serving as our Chairman of the Board of Directors and the chair of our audit committee. On March 23, 2023, our Sponsor also transferred 20,000 founder shares and 20,000 placement warrants to Mr. Yoo for his service as Chief Financial Officer. Our Sponsor purchased an aggregate of 430,000 Private Placement Units at a price of $10.00 per unit, for an aggregate purchase price of $4,300,000, at the closing of our IPO. There were no redemption rights or liquidating distributions from the Trust Account with respect to the founder shares or placement shares, and the placement warrants and placement rights would have expired worthless if a business combination had not been consummated within the time period specified in the Company’s Charter, as amended. 128 On March 31, 2022, our Sponsor entered into a promissory note with BCM Europe in the principal amount of $3,400,000 with a maturity date of December 9, 2023 (the “BCM Europe Note”). The proceeds of the BCM Europe Note were used to fund our Sponsor’s purchase of the Private Placement Units. The BCM Europe Note is convertible at the election of either our Sponsor or BCM Europe into (i) 310,000 Units identical to the Private Placement Units held by our Sponsor, (ii) 370,000 founder shares held by our Sponsor, and (iii) 60,000 warrants held by our Sponsor. The BCM Europe Note was amended on March 27, 2024, to extend the maturity date to the earlier of (i) December 31, 2024, or (ii) the date on which the Company consummated a Business Combination. Additionally, on February 2, 2023, our Sponsor entered into a promissory note with BCM Europe in the principal amount of $3,400,000 with a maturity date of February 2, 2024 (the “BCM Europe Note 2023”). The proceeds of the BCM Europe Note 2023 were intended to be used, if necessary, to fund expenses in connection with our initial business combination. The BCM Europe Note 2023 is not convertible into any BLAC securities held by our Sponsor. The BCM Europe Note 2023 was amended on April 12, 2024, to extend the maturity date to the earlier of (i) December 31, 2024 or (ii) the date on which the Company consummated a Business Combination. As of the date of the filing of this Annual Report on Form 10-K, the outstanding balance of the BCM Europe Note and the BCM Europe Note 2023 is $1,200,000. Our Sponsor had loaned to us $1,200,000 under promissory notes which was used to pay a portion of the expenses of our IPO. These loans were non-interest bearing, unsecured and were due at the earlier of November 29, 2023 or the closing of our IPO. At the closing of our IPO, the promissory notes were deemed to be repaid and settled in connection with the private placement. We may pay BCM and/or any of its affiliates, partners or employees a fee for financial advisory services rendered in connection with our identification, negotiation and consummation of our initial business combination. The amount of any fee we pay to BCM and/or any of its affiliates, partners or employees will be based upon the prevailing market for similar services for such transactions at such time, and will be subject to the review of our audit committee pursuant to the audit committee’s policies and procedures relating to transactions that may present conflicts of interest. Commencing on the date of our prospectus issued in connection with our IPO, we have agreed to pay BCM, an affiliate of members of our Sponsor, a total of $7,500 per month for office space, utilities, and secretarial and administrative support. These payments were to cease upon the completion of our initial business combination. However, on February 15, 2025, the Company and BCM entered into an addendum to the Administrative Services Agreement, pursuant to which the Company agreed to continue paying the monthly fee of $7,500 for such services following the completion of the initial business combination. In addition, the Company entered into a Venture Partner Agreement with Dr. Josh Pan, an individual member of Bellevue Capital Management, LLC (“BCM”), which wholly owns Bellevue Global Life Sciences Investors, LLC. Pursuant to this agreement, the venture partner provides strategic and scientific advisory services in connection with the Company’s portfolio companies, research initiatives and business development activities. The agreement was executed on July 21, 2025 and is deemed effective as of September 1, 2024. In consideration for such services, the Company pays a monthly advisory fee of $15,000, together with reimbursement of reasonable and pre-approved out-of-pocket expenses incurred in connection with the services. A copy of the Venture Partner Agreement is filed as Exhibit 10.33 to this Annual Report on Form 10-K. In addition, the Company entered into a consulting arrangement with its Chief Scientific Officer, Dr. Constance Höfer, in connection with her appointment as an executive officer of the Company. Prior to her appointment, Dr. Höfer had entered into a consulting agreement with BCM Europe AG (“BCME”) effective November 1, 2024, pursuant to which she provided consulting services for Vaximm AG, a subsidiary of the Company. From November 2024 through February 2025, the Company agreed to pay Dr. Höfer directly for services rendered under such arrangement, in the amount of approximately $14,532 per month, given that Vaximm AG is a subsidiary of the Company. 129 Following Dr. Höfer’s appointment as Chief Scientific Officer on March 24, 2025, the Company entered into a separate consulting agreement directly with Dr. Höfer governing her services as an executive officer. Additional information regarding this arrangement is described under Item 10. “Directors, Executive Officers and Corporate Governance.” In November 2025, the Company approved an annual cash board fee of $50,000 for each non-employee director, which was deemed to commence as of February 2025 following the consummation of the Company’s initial business combination. Additional information regarding director compensation, including the annual cash board fee, is provided under Item 11. “Executive Compensation — Director Compensation.” Other than the foregoing, no compensation of any kind, including any finder’s fee, reimbursement, consulting fee or monies in respect of any payment of a loan, was by the Company to our Sponsor, officers, directors or any affiliate of our Sponsor, officers, directors prior to, or in connection with any services rendered to effectuate, the consummation of the Company’s initial business combination. However, these individuals were reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee reviewed on a quarterly basis all payments that were made to our Sponsor, officers, directors, advisors or our or their affiliates and determined which expenses and the amount of expenses were eligible for reimbursement. There was no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf. Certain stockholders of the Company are entitled to registration rights pursuant to a registration rights agreement entered into in connection with the Company’s initial public offering. Under this agreement, such holders are entitled to make up to two demands, excluding short-form registration demands, that the Company register the sale of such securities under the Securities Act. In addition, such holders have “piggyback” registration rights to include their securities in other registration statements filed by the Company. Chardan may not exercise its demand and piggyback registration rights after five and seven years, respectively, following the effective date of the applicable registration statement, and may not exercise its demand rights on more than one occasion. Additionally, on the closing date of the Company’s business combination (the “Closing Date”), the Company entered into Lock-Up Agreements (the “Lock-Up Agreements”) with Bellevue Capital Management LLC (“BCM”), BCM Europe AG (“BCME”) and certain other stockholders (collectively, the “Holders”). Pursuant to the Lock-Up Agreements, the Holders agreed to restrictions on the transfer of 70% of the shares of the Company’s common stock received in the business combination (the “Lock-Up Shares”). These restrictions commenced on the Closing Date and expire with respect to BCM and BCME on the 36-month anniversary of the Closing Date. The lock-up restrictions applicable to certain other stockholders expired on January 1, 2026. Promissory Notes with Related Parties As previously reported by the Company on its Current Report Form 8-K filed on February 9, 2024, on that date the Company issued an unsecured promissory note in the principal amount of $75,000 to Jun Chul Whang, a member of the Company’s Board of Directors (the “Jun Chul Whang Promissory Note.”). On February 9, 2024, $60,000 was deposited in the trust account in connection with the extension of the date by which the Company must consummate a business combination from February 14, 2024 to March 14, 2024. 130 The Jun Chul Whang Promissory Note is non-interest bearing. The original maturity date of the note was the earlier of August 9, 2024 or the date on which the Company consummated its initial business combination. The maturity date of the note was subsequently amended on September 30, 2024 and February 12, 2025, pursuant to which the maturity date was extended to December 31, 2026. As of December 31, 2025, the outstanding balance of the Jun Chul Whang Promissory Note was $45,000. The foregoing description of the Jun Chul Whang Promissory Note is qualified in its entirety by reference to the full text of the note, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 9, 2024 and is incorporated herein by reference. As previously reported by the Company on its Current Report Form 8-K filed on March 13, 2024, on March 8, 2024 the Company issued an unsecured promissory note in the principal amount of $60,000 to Josh Pan, an individual member of Bellevue Capital Management, LLC, which wholly owns Bellevue Global Life Sciences Investors, LLC, the sponsor of the Company (the “Pan Promissory Note”). On March 12, 2024, $60,000 was deposited in the trust account in connection with the extension of the date by which the Company must consummate a business combination from March 14, 2024 to April 15, 2024. The Pan Promissory Note is unsecured and non-interest bearing. The original maturity date of the note was the earlier of August 8, 2024 or the date on which the Company consummated its initial business combination. The maturity date of the note was subsequently amended on September 20, 2024 and February 12, 2025, pursuant to which the maturity date was extended to December 31, 2026. As of December 31, 2025, the outstanding balance of the Pan Promissory Note was $60,000. The foregoing description of the Pan Promissory Note is qualified in its entirety by reference to the full text of the note, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 13, 2024 and is incorporated herein by reference. As previously reported by the Company on its Current Report Form 8-K filed on April 8, 2024 (the “April 8, 2024 Promissory Note”), on that date the Company issued an unsecured promissory note in the principal amount of $1,200,000 to Bellevue Global Life Sciences Investors, LLC (“BGLSI”), the sponsor of the Company. On April 9, 2024, $60,000 was deposited in the trust account in connection with the extension of the date by which the Company must consummate a business combination from April 15, 2024 to May 14, 2024. The April 8, 2024 Promissory Note is unsecured and non-interest bearing. The original maturity date of the note was the earlier of December 31, 2024 or the date on which the Company consummated its initial business combination. The maturity date of the note was subsequently amended on January 9, 2025, January 23, 2025 and September 29, 2025, pursuant to which the maturity date was extended to December 31, 2026. As of December 31, 2025, the outstanding balance of the April 8, 2024 Promissory Note was $715,000. The foregoing description of the BGLSI Promissory Note is qualified in its entirety by reference to the full text of the Note, a copy of which is filed as Exhibit 10.1 to the Company’s April 11, 2024 Form 8-K and incorporated herein by reference. As previously reported by the Company on its Current Report on Form 8-K filed on April 17, 2024, on that date the Company issued an unsecured promissory note in the principal amount of $50,000 (the “April 17, 2024 Promissory Note”) to Bellevue Global Life Sciences Investors LLC (“BGLSI”). The April 17, 2024 Promissory Note is unsecured and non-interest bearing. The original maturity date of the note was the earlier of December 31, 2024 or the date on which the Company consummated its initial business combination. The maturity date of the note was subsequently amended on January 9, 2025, January 23, 2025 and September 29, 2025, pursuant to which the maturity date was extended to December 31, 2026. As of December 31, 2025, the outstanding balance of the April 17, 2024 Promissory Note was $23,000. The foregoing description of the April 17, 2024 Promissory Note is qualified in its entirety by reference to the full text of the note, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 17, 2024 and is incorporated herein by reference. 131 As previously reported by the Company on its Current Report on Form 8-K filed on May 14, 2024, on that date the Company issued an unsecured promissory note in the principal amount of $140,000 (the “May 14, 2024 Promissory Note”) to Bellevue Global Life Sciences Investors LLC (“BGLSI”). The May 14, 2024 Promissory Note is unsecured and non-interest bearing. The original maturity date of the note was the earlier of December 31, 2024 or the date on which the Company consummated its initial business combination. The maturity date of the note was subsequently amended on January 9, 2025, January 23, 2025 and September 29, 2025, pursuant to which the maturity date was extended to December 31, 2026. As of December 31, 2025, the outstanding balance of the May 14, 2024 Promissory Note was $140,000. The foregoing description of the May 14, 2024 Promissory Note is qualified in its entirety by reference to the full text of the note, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 14, 2024 and is incorporated herein by reference. As previously reported by the Company on its Current Report on Form 8-K filed on July 11, 2024, on that date the Company issued an unsecured promissory note in the principal amount of $300,000 (the “July 11, 2024 Promissory Note”) to Bellevue Global Life Sciences Investors, LLC (“BGLSI”). The July 11, 2024 Promissory Note is unsecured and non-interest bearing. The original maturity date of the note was the earlier of December 31, 2024 or the date on which the Company consummated its initial business combination. The maturity date of the note was subsequently amended on January 9, 2025, January 23, 2025 and September 29, 2025, pursuant to which the maturity date was extended to December 31, 2026. As of December 31, 2025, the outstanding balance of the July 11, 2024 Promissory Note was $280,000. The foregoing description of the July 11, 2024 Promissory Note is qualified in its entirety by reference to the full text of the note, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 11, 2024 and is incorporated herein by reference. On November 14, 2025, the Company issued an unsecured promissory note in the principal amount of $60,000 (the “November 14, 2025 Promissory Note”) to BCM Europe AG (“BCME”). The November 14, 2025 Promissory Note is unsecured and non-interest bearing. The maturity date of the note is November 14, 2027. As previously reported by the Company on its Current Report on Form 8-K filed on October 25, 2024, on that date the Company advanced a loan to OSR Holdings Co., Ltd. (“OSR”), a subsidiary of the Company, in the amount of $300,000, evidenced by a promissory note (the “Company Promissory Note”). The Company Promissory Note bears interest at a rate of 3.96% per annum, compounded semi-annually, and was originally due on October 25, 2025, with interest payable only upon maturity. The following events constitute events of default under the Company Promissory Note: (i) failure to pay the outstanding balance due within five (5) business days of the maturity date and (ii) the commencement of a voluntary or involuntary bankruptcy proceeding. The funds were used by OSR for working capital and other corporate purposes. During 2025, the Company advanced additional loans totaling $2,734,000 to OSR for working capital and other operating expenses. These additional advances are non-interest bearing and have maturity dates ranging from April 11, 2026 to December 30, 2026. As of December 31, 2025, the total outstanding balance of loans receivable from OSR was $2,909,000, consisting of $175,000 outstanding under the Company Promissory Note described above and $2,734,000 of non-interest-bearing advances made during 2025. 132 Related Party Policy We have not yet adopted a formal policy for the review, approval or ratification of related party transactions. Accordingly, the transactions discussed above were not reviewed, approved or ratified in accordance with any such policy. We have adopted a code of ethics requiring us to avoid, wherever possible, all conflicts of interests, except under guidelines or resolutions approved by our board of directors (or the appropriate committee of our board) or as disclosed in our public filings with the SEC. Under our code of ethics, conflict of interest situations will include any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) involving the company. In addition, our audit committee is responsible for reviewing and approving related party transactions to the extent that we enter into such transactions. An affirmative vote of a majority of the members of the audit committee present at a meeting at which a quorum is present will be required in order to approve a related party transaction. A majority of the members of the entire audit committee will constitute a quorum. Without a meeting, the unanimous written consent of all of the members of the audit committee will be required to approve a related party transaction. We also require each of our directors and executive officers to complete a directors’ and officers’ questionnaire that elicits information about related party transactions. These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer. To further minimize conflicts of interest, we agreed not to consummate an initial business combination with an entity that is affiliated with any of our Sponsor, officers or directors unless we have obtained an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that our initial business combination is fair to our company from a financial point of view and a majority of our disinterested independent directors approve such business combination. Furthermore, no finder’s fees, reimbursements, consulting fee, monies in respect of any payment of a loan or other compensation will be paid by us to our Sponsor, officers, directors or any affiliate of our Sponsor, officers, directors prior to, for services rendered to us prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is). However, the following payments will be made to our Sponsor, officers, directors or our or their affiliates, none of which has been made from the proceeds of our IPO held in the Trust Account prior to the completion of our initial business combination: ● Payment to an affiliate of our Sponsor of $7,500 per month for office space, utilities and secretarial and administrative support on an ongoing basis until we decide to use the same services from other vendors or landlords; ● We may pay BCM and/or any of its affiliates, partners or employees a fee for financial advisory services rendered in connection with our R&D pipeline or subsidiary portfolio expansion; the amount of any fee we pay to BCM and/or any of its affiliates, partners or employees will be based upon the prevailing market for similar services for such transactions at such time, and will be subject to the review of our audit committee pursuant to the audit committee’s policies and procedures relating to transactions that may present conflicts of interest; ● Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing additional acquisitions of R&D assets or subsidiaries; and ● Repayment of loans which have been made historically by our Sponsor, officers and directors or their affiliates to finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto. Our audit committee has reviewed, and will continue to review, all payments that were made to our Sponsor, officers, directors, advisors or our or their affiliates. 133 Director Independence Nasdaq listing standards require that a majority of our board of directors be independent. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which, in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our board of directors has determined that each director is an “independent director” as defined in the Nasdaq listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Item 14. Principal Accountant Fees and Services The following is a summary of fees paid or to be paid to RSM Shinhan Accounting Corporation, or RSM Korea, and WithumSmith+Brown, PC, or Withum, for services rendered. Audit Fees . Audit fees for the fiscal year ended December 31, 2025 were $422,531, which consist of fees billed by RSM Korea, our independent registered public accounting firm, for the audit of our annual consolidated financial statements for the year ended December 31, 2025 and services that are normally provided by the independent auditor in connection with statutory and regulatory filings or engagements for that fiscal year. The aggregate fee of RSM Audit fees for the fiscal year ended December 31, 2024 were $152,940, which consist of fees billed by Withum our former independent registered public accounting firm, for the audit of our annual financial statements for the year ended December 31, 2024 and services that are normally provided by the independent auditor in connection with statutory and regulatory filings or engagements for that fiscal year. Audit-Related Fees . Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. During the fiscal years ended December 31, 2025 and December 31, 2024, we did not pay RSM Korea or Withum any audit-related fees. Tax Fees . We did not pay RSM Korea or Withum for tax services, planning or advice for the fiscal years ended December 31, 2025 and December 31, 2024. All Other Fees . We did not pay RSM Korea or Withum for any other services for the fiscal years ended December 31, 2025 and December 31, 2024. Pre-Approval Policy The audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit). 134 PART IV Item 15. Exhibits, Financial Statement Schedules The following documents are filed as part of this report: 1. Financial Statements: See “Index to Financial Statements” in Part II, Item 8 of this Annual Report on Form 10-K. 2. Financial Statement Schedule: Not applicable. 3. Exhibits: The exhibits listed in the accompanying “Exhibit Index” are filed or incorporated by reference as part of this Annual Report on Form 10-K. 135 EXHIBIT INDEX Exhibit Description 2.1 First Amendment to Amended and Restated Business Combination Agreement, dated as of December 20, 2024 between Bellevue Life Sciences Acquisition Corp. and OSR Holdings Co., Ltd. (Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 001-41390) filed with the SEC on December 23, 2024) 2.2* Amended and Restated Business Combination Agreement, dated as of May 23, 2024, between Bellevue Life Sciences Acquisition Corp. and OSR Holdings Co., Ltd. (Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 001-41390) filed with the SEC on May 30, 2024) 3.1 Amended and Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-41390) filed with the SEC on February 13, 2025) 3.2 Amended and Restated Bylaws of OSR Holdings, Inc. (Incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K (File No. 001-41390) filed with the SEC on February 21, 2025) 4.1 Specimen Common Stock Certificate (Incorporated by reference to Exhibit 4.2 to the Company’s Form S-1 (File No. 333-264597) filed with the SEC on April 29, 2022) 4.2 Specimen Warrant Certificate (Incorporated by reference to Exhibit 4.3 to Amendment No. 2 to the Company’s Form S-1 (File No. 333-264597) filed with the SEC on May 13, 2022) 4.3 Warrant Agreement, dated February 9, 2023, between Continental Stock Transfer & Trust Company and the Registrant (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 001-41390) filed with the SEC on February 15, 2023) 10.1 Promissory Note, dated February 9, 2024, issued by Bellevue Life Sciences Acquisition Corp. to Jun Chul Whang (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-41390) filed with the SEC on February 13, 2024) 10.2 Promissory Note, dated March 8, 2024, issued by Bellevue Life Sciences Acquisition Corp. to Josh Pan (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-41390) filed with the SEC on March 13, 2024) 10.3 Promissory Note, dated April 8, 2024, issued by Bellevue Life Sciences Acquisition Corp. to Bellevue Global Life Sciences Investors, LLC (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-41390) filed with the SEC on April 11, 2024) 10.4 Promissory Note, dated April 17, 2024, issued by Bellevue Life Sciences Acquisition Corp. to Bellevue Global Life Sciences Investors LLC (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-41390) filed with the SEC on April 22, 2024) 10.5 Promissory Note, dated May 14, 2024, issued by Bellevue Life Sciences Acquisition Corp. to Bellevue Global Life Sciences Investors LLC (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-41390) filed with the SEC on May 14, 2024) 10.6 Form of First Amendment to Subscription Agreement, by and among Bellevue Life Sciences Acquisition Corp. and the investors signatory thereto (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-41390) filed with the SEC on December 23, 2024) 10.7 Form of Participating Stockholder Joinder Agreement (Incorporated by reference to Exhibit 10.1 to BLAC’s Current Report on Form 8-K (File No. 001-41390) filed with the SEC on November 16, 2023) 136 Exhibit Description 10.8 Form of Non-Participating Stockholder Joinder Agreement (Incorporated by reference to Exhibit 10.2 to BLAC’s Current Report on Form 8-K (File No. 001-41390) filed with the SEC on November 16, 2023) 10.9 Promissory Note, dated July 11, 2024, issued by Bellevue Life Sciences Acquisition Corp. to Bellevue Global Life Sciences Investors, LLC (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-41390) filed with the SEC on July 16, 2024) 10.10 Second Amendment to Promissory Notes, dated January 23, 2025, between Bellevue Life Sciences Acquisition Corp. and Bellevue Global Life Sciences Investors, LLC ((Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-41390) filed with the SEC on January 23, 2025) 10.11 Amendment to Promissory Note, dated September 20, 2024, issued by Bellevue Life Sciences Acquisition Corp. to Jun Chul Whang (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-41390) filed with the SEC on September 24, 2024) 10.12 Amendment to Promissory Note, dated September 20, 2024, issued by Bellevue Life Sciences Acquisition Corp. to Josh Pan (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-41390) filed with the SEC on September 24, 2024) 10.13 Amendment to Promissory Notes, dated January 9, 2025, between Bellevue Life Sciences Acquisition Corp. and Bellevue Global Life Sciences Investors, LLC (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-41390) filed with the SEC on January 10, 2025) 10.14 Form of Subscription Agreement, by and among Bellevue Life Sciences Acquisition Corp. and the investors signatory thereto (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-41390) filed with the SEC on October 10, 2024) 10.15 Promissory Note, dated October 11, 2024, issued by Bellevue Life Sciences Acquisition Corp. to Jun Chul Whang (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-41390) filed with the SEC on October 15, 2024) 10.16 Promissory Note, dated October 16, 2024, issued by Bellevue Life Sciences Acquisition Corp. to Duksung Co., LTD. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-41390) filed with the SEC on October 22, 2024) 10.17 Promissory Note, dated October 25, 2024, issued by OSR Holdings Co., Ltd. to Bellevue Life Sciences Acquisition Corp. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-41390) filed with the SEC on October 28, 2024) 10.18 Form of Participating Joinder (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-41390) filed with the SEC on February 21, 2025) 10.19 Form of Non-Participating Joinder (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-41390) filed with the SEC on February 21, 2025) 10.20 Form of Lock-Up Agreement (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No. 001-41390) filed with the SEC on February 21, 2025) 10.21 Form of Indemnification Agreement (Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K (File No. 001-41390) filed with the SEC on February 21, 2025) 137 Exhibit Description 10.22 2025 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.27 to the Company’s Registration Statement on Form S-4 (File No. 333-280590) filed with the SEC on January 29, 2025) 10.23 Common Stock Purchase Agreement, dated as of December 31, 2024, by and between OSR Holdings, Inc. and White Lion Capital LLC (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-41390) filed with the SEC on February 28, 2025) 10.24 Registration Rights Agreement, dated as of December 31, 2024, by and between OSR Holdings, Inc. and White Lion Capital LLC (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-41390) filed with the SEC on February 28, 2025) 10.25 Second Amendment to Promissory Note, dated February 12, 2025, issued by OSR Holdings, Inc. to Jun Chul Whang 10.26 Second Amendment to Promissory Note, dated February 12, 2025, issued by OSR Holdings, Inc. to Josh Pan 10.27 Note Purchase Agreement, dated May 6, 2025, by and between OSR Holdings, Inc. and White Lion Capital, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-41390) filed with the SEC on May 12, 2025) 10.28 Senior Secured Convertible Promissory Note, issued May 6, 2025, by OSR Holdings, Inc. to White Lion Capital LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-41390) filed with the SEC on May 12, 2025) 10.29 Common Stock Purchase Warrant, issued May 6, 2025, by OSR Holdings, Inc. to White Lion Capital LLC (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No. 001-41390) filed with the SEC on May 12, 2025) 10.30 Amendment No. 1 to Common Stock Purchase Agreement, dated May 6, 2025, by and between OSR Holdings, Inc. and White Lion Capital LLC (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K (File No. 001-41390) filed with the SEC on May 12, 2025) 10.31 Amendment No. 1 to Note Purchase Agreement, dated June 30, 2025, by and between OSR Holdings, Inc. and White Lion Capital LLC 10.32 Amendment No. 1 to Common Stock Purchase Warrant, dated June 30, 2025, by and between OSR Holdings, Inc. and White Lion Capital LLC 10.33 Venture Partner Agreement, dated July 21, 2025 (effective as of September 1, 2024), by and between OSR Holdings, Inc. and Josh Pan 10.34 Term Sheet, dated July 24, 2025, by and among OSR Holdings Co., Ltd. and Woori IO Co., Ltd. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-41390) filed with the SEC on July 25, 2025) 10.35 Third Amendment to Promissory Notes, dated September 29, 2025, between OSR Holdings, Inc. and Bellevue Global Life Sciences Investors, LLC 10.36 Promissory Note, dated November 14, 2025, issued by OSR Holdings, Inc. to BCM Europe AG 10.37* Annex 2 (Conditions for Exchange into OSR Holdings Inc. Shares), excerpted from the Share Exchange Agreement dated October 13, 2025, by and among OSR Holdings Co., Ltd. and Woori IO Co., Ltd. (incorporated by reference to Exhibit 2.1A to the Company’s Current Report on Form 8-K (File No. 001-41390) filed with the SEC on October 16, 2025) 138 Exhibit Description 10.38 Binding Term Sheet, dated January 13, 2026, by and between Vaximm AG and BCM Europe AG, relating to a global exclusive license of VXM01 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-41390) filed with the SEC on January 14, 2026) 10.39 Amendment No. 1 to Duksung Promissory Note, dated October 16, 2025, issued by Bellevue Life Sciences Acquisition Corp. to Duksung Co., Ltd. 19.1 Insider Trading Policy 21.1 Subsidiaries (Incorporated by reference to Exhibit 21.1 to the Company’s Current Report on Form 8-K (File No. 001-41390) filed with the SEC on February 21, 2025) 23.1 Consent of RSM Shinhan Accounting Corporation 31.1 Certification of Principal Executive Officer pursuant to rule 13a-14(a) or rule 15d-14(a) of the securities exchange act of 1934, as amended 31.2 Certification of Principal Financial Officer pursuant to rule 13a-14(a) or rule 15d-14(a) of the securities exchange act of 1934, as amended 32.1 Certification of Principal Executive Officer pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley act of 2002 32.2 Certification of Principal Financial Officer pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley act of 2002 99.1 Press Release, dated February 13, 2025 (Incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K (File No. 001-41390) filed with the SEC on February 13, 2025) 99.2 Press Release, dated February 14, 2025 (Incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K (File No. 001-41390) filed with the SEC on February 18, 2025) 99.3 Corporate Governance and Nomination Charter. (Incorporated by reference to Exhibit 99.5 to the Company’s Current Report on Form 8-K (File No. 001-41390) filed with the SEC on February 21, 2025) 101.INS Inline XBRL Instance Document* 101.SCH Inline XBRL Taxonomy Extension Schema Document* 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document* 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document* 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document* 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document* 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)* * Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the SEC upon request for this exhibit. ITEM 16. FORM 10-K SUMMARY Not applicable. 139 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. OSR HOLDINGS, INC. By: /s/ Kuk Hyoun Hwang Name: Kuk Hyoun Hwang Title: Chief Executive Officer Date: March 31, 2026 Pursuant to the requirements of the Securities Exchange Act of 1934, the report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Name Position Date /s/ Kuk Hyoun Hwang Chief Executive Officer and Director March 31, 2026 Kuk Hyoun Hwang (Principal Executive Officer) /s/ Jun Chul Whang Chief Legal Officer and Secretary March 31, 2026 Jun Chul Whang /s/ Gihyoun Bang Chief Financial Officer March 31, 2026 Gihyoun Bang (Principal Financial Officer) /s/ Alcide Barberis Director March 31, 2026 Alcide Barberis /s/ Seng Chin Mah Director March 31, 2026 Seng Chin Mah /s/ Hyuk Joo Jee Director March 31, 2026 Hyuk Joo Jee /s/ Joong Myung Cho Director March 31, 2026 Joong Myung Cho /s/ Reto Fierz Director March 31, 2026 Reto Fierz 140 OSR HOLDINGS, INC. (f/k/a Bellevue Life Sciences Acquisition Corp.) INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm (PCAOB ID # 1744 ) F-2 Consolidated Financial Statements: Consolidated Balance Sheets as of December 31, 2025 and 2024 F-3 Consolidated Statements of Operations for the years ended December 31, 2025 and 2024 F-4 Consolidated Statements of Changes in Stockholders’ Deficit for the years ended December 31, 2025 and 2024 F-5 Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024 F-6 Notes to Consolidated Financial Statements F-7 F- 1 Shinhan Accounting Corporation 8th FL, 8, Uisadang-daero Yeongdeungpo-gu,Seoul, 07236, Korea Connected for Success Telephone: 82-2-782-9940 Telefax: 82-2-782-9941 www.rsm.global/korea Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors of OSR Holdings, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of OSR Holdings Inc. and its subsidiaries (the “Company”) as of December 31, 2025 and 2024 and the related consolidated statement of operations and comprehensive loss, changes in stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2025, and the related notes (collectively, the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024 and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America. Substantial Doubt about the Company’s Ability to Continue as a Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company’s recurring losses from operations, available cash and cash used in operations raise substantial doubt about the Company’s ability to continue as a going concern. Management’s evaluation of the events and conditions and management’s plans regarding these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain and understanding of internal control over financial reporting but not for the purposes of expressing and opinion of the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Shinhan Accounting Corporation We have served as the Company’s auditor since 2023. Seoul, Korea March 30, 2026 F- 2 OSR HOLDINGS, INC. AND SUBSIDIAIRIES Consolidated Balance Sheets December 31, 2025 and 2024 2025 2024 Assets Current assets: Cash and cash equivalents $ 1,700,273 $ 341,543 Trade and other receivables, less allowance for credit losses of $ 62,370.40 and $ 67,579.81 as of December 31, 2025 and December 31, 2024, respectively 392,096 933,824 Inventories, net 196,432 922,107 Prepaid income taxes 1,750 39 Other current financial assets 262,722 54,422 Other current assets 263,548 74,555 Total current assets 2,816,821 2,326,490 Equipment and vehicles, net 169,130 2,334 Operating lease right-of-use assets, net 60,425 78,484 Intangible assets, net 142,462,634 148,056,852 Goodwill 24,949,806 24,354,066 Other non-current financial assets 578,917 329,252 Deferred tax assets 200,515 92,101 Total assets $ 171,238,248 $ 175,239,579 Liabilities and Stockholders’ Equity Current liabilities: Short-term borrowing $ 2,323,471 $ 1,799,796 Short-term corporate bond 2,019,804 - Trade and other payables 7,830,104 1,078,760 Accrued expenses 957,879 459,883 Operating lease liabilities-current 46,961 44,741 Other current liabilities 971,445 79,777 Income taxes payable 485,452 255 Derivative liabilities 2,530,176 - Total current liabilities 17,165,292 3,463,212 Long-term debt - 497,615 Operating lease liabilities- non-current 12,551 33,372 Other non-current liabilities 1,697 1,656 Deferred tax liabilities 27,021,305 28,035,508 Total liabilities 44,200,845 32,031,363 Stockholders’ equity: Common stock, $ 0.0001 par value, Authorized 100,000,000 shares; 26,597,769 shares and 2,155,000 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively 2,660 216 Additional paid-in capital 110,966,975 162,606,449 Accumulated deficit ( 37,169,881 ) ( 19,173,063 ) Accumulated other comprehensive income 3,835,861 ( 225,386 ) Non-controlling interests 49,401,788 - Total stockholders’ equity 127,037,403 143,208,216 Total liabilities and stockholders’ equity $ 171,238,248 $ 175,239,579 The accompanying notes are an integral part of the consolidated financial statements. F- 3 OSR HOLDINGS, INC. AND SUBSIDIARIES Consolidated Statements of Operations and Comprehensive Income Years ended December 31, 2025 and 2024 2025 2024 Net sales $ 2,905,805 $ 3,530,303 Cost of sales 2,312,900 2,719,067 Gross profit 592,905 811,236 Selling, general, and administrative expenses 18,928,908 12,503,433 Operating loss ( 18,336,003 ) ( 11,692,197 ) Other income (expense): Interest income 63,883 21,294 Interest expense ( 506,196 ) ( 51,335 ) Other income 4,335,888 99,194 Other expenses ( 14,445,933 ) ( 269,635 ) Loss before income taxes ( 28,888,361 ) ( 11,892,678 ) Income tax benefit 1,829,820 1,563,768 Net loss ( 27,058,541 ) ( 10,328,910 ) Attributable to: OSR Holdings, Inc. and subsidiaries ( 18,010,899 ) ( 10,328,910 ) Non-controlling interests ( 9,047,642 ) — Other comprehensive income for the year, net of tax Gain(loss) on foreign currency translation 5,988,163 50,489 Total comprehensive loss for the year $ ( 21,070,378 ) $ ( 10,278,422 ) Attributable to: OSR Holdings, Inc. and subsidiaries ( 14,025,016 ) ( 10,278,422 ) Non-controlling interests ( 7,045,362 ) — loss per share attributable to OSR Holdings, Inc. and subsidiaries Basic loss per ordinary share $ ( 0.92 ) $ ( 4.79 ) The accompanying notes are an integral part of the consolidated financial statements. F- 4 OSR HOLDINGS, INC. AND SUBSIDIARIES Consolidated Statements of Changes in Stockholders’ Equity Years ended December 31, 2025 and 2024 Common stock Additional paid-in Retained Earnings (accumulated Accumulated other comprehensive Non-controlling Total stockholders’ Shares Amounts capital deficit) Income (loss) interests equity Balance at January 1, 2024 2,155,000 $ 216 $ 162,606,449 $ ( 8,844,153 ) $ ( 275,875 ) $ — $ 153,486,637 Net loss — — — ( 10,328,910 ) — — ( 10,328,910 ) Foreign currency translation adjustment — — — — 50,489 — 50,489 Balance at December 31, 2024 2,155,000 $ 216 $ 162,606,449 $ ( 19,173,063 ) $ ( 225,386 ) $ — $ 143,208,216 Balance at January 1, 2025 2,155,000 $ 216 $ 162,606,449 $ ( 19,173,063 ) $ ( 225,386 ) $ — $ 143,208,216 Net loss — — — ( 18,010,899 ) — ( 9,047,642 ) ( 27,058,541 ) Changes in Exercise tax — — — 14,081 — — 14,081 Foreign currency translation adjustment — — — — 4,061,247 1,926,916 5,988,163 Business Combination 17,121,978 1,712 ( 56,524,226 ) — — 56,522,514 — Issuance of share captial 529,481 732 4,884,752 — — — 4,885,484 Balance at December 31, 2025 19,806,459 $ 2,660 $ 110,966,975 $ ( 37,169,881 ) $ 3,835,861 $ 49,401,788 $ 127,037,403 The accompanying notes are an integral part of the consolidated financial statements . F- 5 OSR HOLDINGS, INC. Consolidated Statements of Cash Flows Years ended December 31, 2025 and 2024 2025 2024 Cash flows from operating activities: Net loss $ ( 27,058,541 ) $ ( 10,328,910 ) Adjustments to reconcile net loss to cash used in operating activities: Income tax benefit ( 1,829,820 ) ( 1,563,768 ) Depreciation 7,269 5,900 Amortization 9,298,838 9,684,074 Loss on inventory valuation ( 8,832 ) 12,991 Loss on disposal of tangible assets - 2,159 Lease expense 54,844 73,681 Bad debts 42,257 57,706 Severance pay - 80,706 Commissions and professional fees 3,350,364 - Loss on change in fair value of financial liabilities 5,652,376 - Merger and acquisition costs 8,645,747 - Loss on foreign currency translation 74,079 169,014 Gain on change in fair value of financial liabilities ( 4,216,055 ) - Gain on foreign currency translation ( 46,018 ) - Changes in operating assets and liabilities: Decrease in trade and other receivables 570,733 87,785 Decrease in inventories, net 763,734 305,604 Decrease (increase) in other current assets 350,645 ( 15,465 ) Decrease in trade and other payables ( 510,232 ) ( 344,032 ) Increase in accrued expenses 476,645 3,392 Decrease in lease liabilities ( 54,844 ) ( 73,681 ) Increase (decrease) in tax payables 153,618 ( 14,792 ) Increase (decrease) in other liabilities ( 44,841 ) 8,162 Net cash used in operating activities ( 4,328,034 ) ( 1,849,474 ) Cash flows from investing activities: Decrease in deposits - 8,319 Decrease in short-term loan - 696,279 Purchase of FVTPL financial assets ( 433,126 ) - Disposal of equipment and vehicles 1,022 6,221 Purchase of tangible assets ( 176,385 ) - Increase in deposits - ( 7,331 ) Increase in short-term loan ( 3,225,530 ) ( 199,877 ) Increase in long-term loan ( 33,766 ) - Increase in cash and cash equivalents from business combination 1,224,794 - Net cash provided by (used in) investing activities ( 2,642,991 ) 503,611 Cash flows from financing activities: Proceeds from long-term debt - 236,672 Proceeds from short-term borrowing 4,132,912 1,652,144 Extension of lease liability 22,097 - Repayment of long-term debt ( 514,333 ) ( 49,250 ) Repayment of short-term borrowing ( 500,316 ) ( 655,232 ) Issuance of convertible bonds 1,083,547 - Repayment of short-term corporate bond ( 652,207 ) - Proceeds from issuance of common stock 4,796,471 - Net cash provided by financing activities 8,368,171 1,184,334 Net change in cash and cash equivalents 1,397,145 ( 161,529 ) Effects of changes in exchange rate on cash and cash equivalents ( 38,415 ) ( 37,135 ) Cash and cash equivalents at beginning of year 341,543 540,207 Cash and cash equivalents at end of year $ 1,700,273 $ 341,543 Supplemental disclosures of cash flow information: Cash paid for interest $ 506,801 $ 53,993 Cash paid for income taxes (net of refunds received) 153,618 14,792 The accompanying notes are an integral part of the consolidated financial statements . F- 6 OSR HOLDINGS, INC. (f/k/a Bellevue Life Sciences Acquisition Corp.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 (1) Organization and nature of business OSR Holdings, Inc. (the Company) and its subsidiaries (collectively the Group) are a global healthcare company dedicated to advancing healthcare outcomes and improving the quality of life for people and their families. The Group aims to build and develop a robust portfolio of innovative and potentially transformative therapies and healthcare solutions. The Group’s current operating businesses (through the four wholly owned subsidiaries) include (i) developing oral immunotherapies for the treatment of cancer, (ii) developing design-augmented biologics for age-related and other degenerative diseases and (iii) neurovascular intervention medical device and systems distribution in Korea. The Group’s vision is to acquire and operate a portfolio of innovative health-care related companies globally. 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. On February 14, 2025 (the “Closing Date”), 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 (“OSRK” or “the Parent”), 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. 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. exchanging its stock for the net assets of OSR Holdings, Inc, accompanied by an equity recapitalization of OSR Holdings, Inc, which was determined to fall within the scope of Accounting Standards Codification (ASC) 805 Business Combinations . 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. The excess of the fair value of shares exchanged to OSR Holdings, Inc. 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 as incurred. The identifiable net assets was negative $ 9.3 million, which consists of cash and cash equivalents ($ 1.2 million), current financial assets ($ 1.0 million), other assets ($ 0.1 million), accounts and other payable ($ 6.2 million), other current financial liabilities ($ 4.2 million), other liabilities ($ 1.2 million). The accompanying consolidated financial statements have been prepared under the assumption that the Company will continue as a going concern. This assumption contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. Since its inception through December 31, 2025, the Group has continued to incur significant operating losses and negative cash flows from operating activities. The Group recorded an operating loss of approximately $ 18.34 million for the year ended December 31, 2025, which increased compared to an operating loss of approximately $ 11.69 million for the same period in 2024. As of December 31, 2025, the Group had an accumulated deficit of approximately $ 37.17 million. To date, the Group has funded its operations primarily through the issuance of common stock and convertible bonds, bank borrowings, loans from affiliates, and, to a relatively limited extent, product revenue generated by its subsidiary, RMC. As of December 31, 2025, the Group had cash and cash equivalents of approximately $ 1.7 million, consisting primarily of bank deposits. The Group incurred significant expenses in connection with the business combination and the filing of its Form S-4 registration statement, and these expenses, together with other general operating expenses, reduced the funds available for operations and increased the urgency of the need for additional capital. In response, in February 2025, OSR Holdings entered into an Equity Line of Credit (“ELOC”) agreement with an investor, which provides for potential financing of up to $80 million. As of December 31, 2025, the Company had issued a total of 1,692,500 shares under the ELOC and raised gross proceeds of $ 1,259,753 . In addition, the Company has executed or is reviewing various financing initiatives, including the issuance of warrants and convertible notes. OSR Holdings expects to continue utilizing the ELOC until the end of the commitment period on December 31, 2026, under the ELOC agreement with White Lion; however, OSR Holdings plans to operate the ELOC in a more prudent and controlled manner in order to minimize share dilution and the impact on the stock price. In addition, OSR Holdings plans to introduce new equity financing facilities that are generally considered less dilutive and more controllable than an ELOC, such as an At-the-Market offering, following the filing of this Form 10-K. F- 7 To fund its operations over the long term, the Group must begin generating positive cash flows, renegotiate its existing debt obligations, and raise additional capital through debt or equity financing. Management’s plans include pursuing additional financing through the issuance of equity securities and debt and/or convertible debt instruments. The issuance of additional equity securities, convertible debt, or warrants may result in dilution to existing stockholders. The Group will require significant additional financing to meet its planned capital needs and is pursuing opportunities to obtain additional financing through equity and/or debt alternatives. However, there can be no assurance that such additional debt or equity financing will be available on terms acceptable to the Group, or at all. These factors raise substantial doubt about the Group’s ability to continue as a going concern for the twelve months from the date of this report. The accompanying consolidated financial statements do not include any adjustments that may be necessary as a result of this uncertainty. Details of shareholders as of December 31, 2025 are as follows: Name of Shareholder Number of ordinary share Percentage of ownership Bellevue Global Life Sciences Investors LLC 1,332,500 5.01 % BCM Europe AG 8,242,636 30.99 % Bellevue Capital Management LLC 3,123,970 11.75 % Duksung Co.,Ltd. 1,420,225 5.34 % Others 12,478,438 46.92 % Total 26,597,769 100.00 % As of December 31, 2025, there were 26,597,769 shares of the registrant’s common stock outstanding. Details of investments in subsidiaries as of December 31, 2025 are as follows: Name of subsidiary Share capital Percentage of ownership Principal activities VAXIMM AG (“VAXIMM”) $ 760,474 100.00 % Biotech (drug development) RMC Co., Ltd. (“RMC”) 24,392 100.00 % Medical device distribution Darnatein Co., Ltd. (“Darnatein”) 4,506,702 100.00 % Biotech (drug development) OSR Holdings, Inc. (“OSRI”) (*1) 2,687 100.00 % SPAC Key financial information of the subsidiaries at December 31, 2025 are as follows : Name of subsidiary Asset Liability Equity Sales Net Income (loss) VAXIMM AG $ 288,859 $ 134,287 $ 154,572 $ 74,956 $ ( 857,516 ) RMC Co.,Ltd 1,066,762 752,212 314,550 2,830,849 ( 384,880 ) Darnatein Co.,Ltd 297,391 1,284,426 ( 987,035 ) - ( 554,431 ) OSR Holdings, Inc. (*1) 4,574,578 13,366,902 ( 8,792,324 ) - ( 7,414,649 ) (*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 years ended December 31, 2025 and 2024 are as follows: For the year ended December 31, 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. F- 8 (2) Summary of significant accounting policies a. Basis of presentation These consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (US-GAAP). b. Principle of consolidation The consolidated financial statements include the accounts of OSR Holdings, Inc. and its subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. The Company consolidates entities in which it has a controlling financial interest based on either the variable interest entity (VIE) or voting interest model. The Company is required to first apply the VIE model to determine whether it holds a variable interest in an entity, and if so, whether the entity is a VIE. If the Company determines it does not hold a variable interest in a VIE, it then applies the voting interest model. Under the voting interest model, the Company consolidates an entity when it holds a majority voting interest in an entity. The Company accounts for investments in which it has significant influence but not a controlling financial interest using the equity method of accounting. c. Use of estimates The preparation of the consolidated financial statements in conformity with US-GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant 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. F- 9 d. Cash and cash equivalents The Group considers all highly liquid financial instruments with original maturities of three months or less when purchased to be cash equivalents. e. 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. 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. 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 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 from the allowance after all means of collection have been exhausted. f. Accounts receivable Accounts receivables are recorded at the invoiced amount and do not bear interest. Amounts collected on trade accounts receivable are included in cash flows from operating activities in the consolidated statements of cash flows. g. Inventories Inventories are stated at the lower of cost or net realizable value and cost is determined by the first-in, first-out method. Cost comprises of direct materials and delivery costs, direct labor, import duties and other taxes, an appropriate proportion of variable and fixed overhead expenditure based on normal operating capacity, and, where applicable, transfers from cash flow hedging reserves in equity. Costs of purchased inventory are determined after deducting rebates and discounts received or receivable. Stock in transit is stated at the lower of cost and net realizable value. Cost comprises of purchase and delivery costs, net of rebates and discounts received or receivable. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. F- 10 h. Equipment and vehicles Equipment and vehicles are stated at historical cost less accumulated depreciation and accumulated impairment losses. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Depreciation of all equipment and vehicles is calculated using the straight-line method to allocate their cost or revalued amounts, net of their residual values, over their estimated useful lives as follows: Estimated useful lives Vehicle 5 years Office equipment 5 years Facility equipment 3 to 13 years The assets’ depreciation method, residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. i. Goodwill and intangible assets Goodwill represents the excess purchase price over the estimated fair value of net assets acquired in a business combination. The Group accounts for intangible assets in accordance with Accounting Standards Codification (ASC) Topic 350, Intangibles – Goodwill and Other (ASC 350). ASC 350 requires that intangible assets with estimable useful lives be amortized over their respective estimated useful lives and reviewed for impairment in accordance with accounting standards. When impairment indicators are identified, the Group compares the reporting unit’s fair value to its carrying amount, including goodwill. An impairment loss is recognized as the difference, if any, between the reporting unit’s carrying amount and its fair value, to the extent the difference does not 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. When it is more likely than not that an indefinite-lived intangible asset is impaired, then the Group calculates the fair value of the intangible asset and performs a quantitative impairment test. j. Impairment o f long-lived assets Long-lived assets, such as equipment, vehicles and intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate 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 necessary. F- 11 k. Leases The Group is a lessee in several noncancellable operating leases, primarily for plants and main offices. The Group does not have a finance lease. The Group accounts for leases in accordance with ASC Topic 842, Leases . The Group determines if an arrangement is or contains a lease at contract inception. The Group recognizes a right-of-use (ROU) asset and a lease liability at the lease commencement date. For operating leases, the lease liability is initially and subsequently measured at the present value of the unpaid lease payments at the lease commencement date. 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 how the Group determines (1) the discount rate it uses to discount the unpaid lease payments to present value, (2) lease term, and (3) 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 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; and – The exercise price of a Group option to purchase the underlying asset if the Group is reasonably certain to exercise the option. F- 12 The ROU asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. For operating leases, the ROU asset is subsequently measured throughout the lease term at the carrying amount of the lease liability, plus initial direct costs, plus (minus) 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. ROU assets are periodically reduced by impairment losses. The Group uses the long-lived assets impairment guidance in ASC Subtopic 360-10, Property, Plant, and Equipment – Overall , to determine whether an ROU asset is impaired, and if so, the amount of the impairment loss to recognize. The Group monitors for events or changes in circumstances that require a reassessment of one of its leases. When a reassessment results in the remeasurement of a lease liability, a corresponding adjustment is made to the carrying amount of the corresponding ROU asset unless doing so would reduce the carrying amount of the ROU asset to an amount less than zero. In that case, the amount of the adjustment that would result in a negative ROU asset balance is recorded in profit or loss. Operating lease ROU assets are presented as operating lease right of use assets on the consolidated balance sheets. The current portion of operating lease liabilities are presented separately on the consolidated balance sheets. The Group has elected not to recognize ROU assets and lease liabilities for short-term leases that have a lease term of 12 months or less. The Group recognizes the lease payments associated with its short-term leases as an expense on a straight-line basis over the lease term. l. Foreign currency translation The Group has operations in South Korea, Switzerland, and Germany. Accounting records in foreign operations are maintained in local currencies and remeasured to the US dollars during the consolidation. 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 income. m. 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 for those products. This process involves identifying the customer contract, determining the performance obligations in the contract, determining the transaction price, allocating the transaction price to the distinct performance obligations in the contract, and recognizing 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 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. F- 13 n. Income taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Group recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the 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. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs . The Group reports income tax-related interest and penalties relating to uncertain tax positions, if applicable, as a component of income tax expense. o. Fair value measurements The Group utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. 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 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 equivalents, trade and other receivables, inventories, prepaid expenses and other current and financial assets, trade and other payable, short-term borrowing, current operating lease liabilities, and accrued expenses and other current liabilities approximates their fair value due to the short-term nature of these instruments. The carrying amount reported in the consolidated balance sheets for notes payable to related party may differ from fair value since the interest rate is fixed. p. 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 amounts. F- 14 q. Accounting pronouncements adopted as of December 31, 2025 In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which provides an exception to fair value measurement for contract assets and contract liabilities related to revenue contracts acquired in a business combination. The ASU requires an entity (acquirer) to recognize and measure contract assets and contract 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 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 consolidated financial statements. r. Accounting pronouncements issued, but not adopted as of December 31, 2025 In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements – Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative . The ASU modifies the disclosure or presentation requirements of a variety of Topics in the Codification to align with the SEC’s regulations. The ASU also makes those requirements applicable to entities that were not previously subject to the SEC’s requirements. The ASU is effective for the Company two years after the effective date to remove the related disclosure from Regulation S-X or S-K. As of the date these financial statements have been made available for issuance, the SEC has not yet removed any related disclosure. The Group does not expect the adoption of ASU 2023-06 to have a material effect on its consolidated financial statements. In December 2023, 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. 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. (3) Critical accounting estimates and assumptions The preparation of consolidated financial statements requires the Group to make estimates and assumptions concerning the future. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below. F- 15 Income taxes The Group’s taxable income generated from these operations are subject to income taxes based on tax laws and interpretations of tax authorities in numerous jurisdictions. 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 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 tax planning strategies Business combinations Business combinations are initially accounted for on a provisional basis. The fair value of assets acquired, liabilities and contingent liabilities assumed are initially estimated by the Parent taking into consideration all available information at the reporting date. Fair value adjustments on the finalization of the business combination accounting is retrospective, where applicable, to the period the combination occurred and may have an impact on the assets and liabilities, depreciation and amortization reported. Patent technology Patent technology is recognized in Intangible assets on the consolidated balance sheets. The Group considers both qualitative and quantitative factors when determining whether the patent technology may be impaired. For the purposes of assessing impairment, the Group follows its accounting policy disclosed in Note 2. 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. F- 16 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. (4) Financial risk management The Group is exposed to various financial risks such as market risk (exchange risk, interest rate risk), credit risk and liquidity risk due to various activities. 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. Market risk management Market risk is the risk of possible losses which arise from the changes of market factors, such as interest rate, stock price, foreign exchange rate, commodity value and other market factors related to the fair value or future cash flows of the financial instruments, such as securities, derivatives and others. a. Currency risk The functional currency of the foreign subsidiary’s operations is the local currency. Therefore, for purposes of the consolidated financial statements, the results of foreign operations are translated from the local currency into U.S. dollars. 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. Resulting translation gains or losses are included in the accompanying consolidated financial statements as a component of accumulated other comprehensive loss. b. Interest rate risk Interest rate risk refers to the risk that interest income and interest expenses arising from deposits or borrowings will fluctuate due to changes in market interest rates in the future, which mainly arises from deposits and borrowings with floating interest rates. The goal of interest rate risk management is to maximize corporate value by minimizing uncertainty caused by interest rate fluctuations. F- 17 As of the end of the reporting period, there are no financial instruments subject to a variable interest rate. c. Price risk 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. 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. Credit risk management Credit risk is the risk of possible losses in an asset portfolio in the events of counterparty’s default, breach of contract and deterioration in the credit quality of the counterparty. For the risk management reporting purposes, the Group manages the credit risk systematically and pursues value maximization and continuous growth of the Group by efficient resource allocation and monitoring non-performing loans. In order to reduce the risks that may occur in transactions with financial institutions, such as cash and cash equivalents and various deposits, the Group conducts transactions only with financial institutions with high creditworthiness. As of December 31, 2025, the Group believes that there are low signs of material default, and the maximum exposure to credit risk as of December 31, 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 December 31, 2025 and December 31, 2024 are as follows: December 31, 2025 Remaining maturity Book Value Cashflow by contract Within a year 1 year to 3 years More than 3 years Financial liabilities $ 4,343,276 $ 4,388,129 $ 4,388,129 $ - $ - Other Payables 8,787,983 8,800,013 8,800,013 - - Lease liabilities 59,512 66,555 51,223 15,332 - Total $ 13,190,771 $ 13,254,697 $ 13,239,365 $ 15,332 $ - December 31, 2024 Remaining maturity Book Value Cashflow by contract Within a year 1 year to 3 years More than 3 years Borrowings $ 2,297,411 $ 2,423,008 $ 1,840,406 $ 35,048 $ 547,555 Other Payables 1,538,643 1,538,643 1,538,643 - - Lease liabilities 78,113 93,537 48,980 44,558 - Total $ 3,914,167 $ 4,055,188 $ 3,428,028 $ 79,605 $ 547,555 F- 18 Capital risk management Capital includes issued capital, share premium and all other equity reserves attributable to the equity holders of the Group. The primary objective of the Group’s capital management is to maximize the shareholder value. The Group manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The Group uses the debt ratio as a capital management indicator. This ratio is calculated by dividing total liabilities by total equity, 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 December 31, 2025 and December 31, 2024 are as follows: December 31, 2025 December 31, 2024 Net borrowings (A) Borrowings $ 6,873,451 $ 2,297,411 Lease liabilities 59,512 78,113 Less: cash and cash equivalents ( 1,700,273 ) ( 341,543 ) 5,232,690 2,033,981 Total equity (B) 127,037,403 143,208,215 Net borrowings & Total equity (A+B) 132,270,093 145,242,196 Debt ratio (A / B) 4.0 % 1.4 % (5) Fair value measurements 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 December 31, 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 Fair values of the Group’s financial assets and liabilities as of December 31, 2025 and December 31, 2024, which are accounted as amortized cost, are categorized as Level 3. F- 19 Recurring transfer between levels of the fair value hierarchy Fair value hierarchy classifications of the financial instruments that are measured at fair value level 3 as at December 31, 2025 is as follows (Null at December 31, 2024): December 31, 2025 Level 1 Level 2 Level 3 Total Recurring fair value measurements Financial liabilities at fair value through profit or loss $ - $ - $ 2,530,176 $ 2,530,176 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 December 31, 2025 is as follows (Null at December 31, 2024): The Group did not change any valuation techniques in determining the fair value, which is categorized within Level 3 of the fair value hierarchy. December 31, 2025 Fair Value Level Valuation Techniques Inputs Financial liabilities at fair value through profit or loss $ 2,530,176 3 Tsiveriotis- Fernandes model Stock Volatility, Risk-free rate (6) Financial instruments by category The carrying value of financial instruments category as of December 31, 2025 and December 31, 2024 are as follows: December 31, 2025 Fianancial assets: Financial assets at amortized cost Financial liabilities at fair value Financial liabilities at amortized cost Total Cash and cash equivalents $ 1,700,273 $ - $ - $ 1,700,273 Trade and other receivables 392,096 - - 392,096 Other current financial assets 262,722 - - 262,722 Other non-current financial assets 578,917 - - 578,917 Fianancial liabilities: Trade and other payables - - 7,830,104 7,830,104 Accrued expenses - - 957,879 957,879 Current financial liabilities - - 4,343,276 4,343,276 Derivative liabilities - 2,530,176 - 2,530,176 F- 20 December 31, 2024 Financial assets: Financial assets at amortized cost Financial liabilities at fair value Financial liabilities at amortized cost Total Cash and cash equivalents $ 341,543 $ - $ - $ 341,543 Trade and other receivables 933,824 - - 933,824 Other current financial assets 54,422 - - 54,422 Other non-current financial assets 329,252 - - 329,252 Fianancial liabilities: Trade and other payables - - 1,078,760 1,078,760 Accrued expenses - - 459,883 459,883 Borrowings - - 2,297,411 2,297,411 Net gains or losses by financial instrument category for the years ended December 31, 2025 and 2024 are as follows: For the year ended December 31, 2025 For the year ended December 31, 2024 Amortized cost: Interest income $ 63,883 $ 21,294 Foreign exchange gains 48,472 37,419 Gains on foreign currency translation 46,018 38,416 Interest expense ( 506,196 ) ( 51,335 ) Losses on foreign currrency transaction ( 73,517 ) ( 207,430 ) Losses on foreign currrency translation ( 74,079 ) ( 2,159 ) Financial assets measured at fair value through profit and loss: Gains on change in fair value of financial liabilities 4,216,055 - Losses on change in fair value of financial liabilities ( 5,652,376 ) ( 54,257 ) (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. December 31, 2025 December 31, 2024 Cash and cash equivalents $ 1,700,273 $ 341,543 F- 21 (8) Trade and other receivables, net All trade receivables are recorded at the invoiced amount and do not bear interest. Amounts collected on trade receivables are included in net cash provided by operating activities in the statements of cash flows. The Group does not have any off-balance sheet credit exposure related to its customers. December 31, 2025 December 31, 2024 Trade receivables $ 381,674 $ 972,036 Less: Allowance for credit losses ( 62,370 ) ( 67,580 ) Net trade receivables 319,304 904,456 Other receivables 72,792 29,368 Total $ 392,096 $ 933,824 (9) Inventories, net Inventories consisted of the following as of December 31, 2025 and December 31, 2024: December 31, 2025 December 31, 2024 Merchandised goods $ 215,971 $ 949,724 Less inventory reserves ( 19,539 ) ( 27,617 ) $ 196,432 $ 922,107 (10) Other financial assets Details of other financial assets as of December 31, 2025 and December 31, 2024 are as follows: December 31, 2025 December 31, 2024 Current Non-current Current Non-current Leasehold guarantee deposits $ 55,753 $ 22,612 $ 54,422 $ 21,669 Other deposits - 1,115 - 1,088 Loan 206,969 555,190 - 306,494 Total $ 262,722 $ 578,917 $ 54,422 $ 329,252 F- 22 (11) Other assets Details of other assets as of December 31, 2025 and December 31, 2024 are as follows: December 31, 2025 December 31, 2024 Current Non-current Current Non-current Prepayments $ 35,614 $ - $ 53,908 $ - Prepaid expenses 227,935 - 20,646 - Total $ 263,548 $ - $ 74,555 $ - (12) Equity method investment Details of investment under the equity method are as follows: December 31, 2025 December 31, 2024 Location Main business Ownership Book value Ownership Book value Taction Co., LTD Korea Software development 33.3 % $ - 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: As of and for the year ended December 31, 2025 Comprehensive Assets Liabilities Revenue Net loss loss Taction Co., LTD $ 48,123 $ 21,203 $ - $ ( 12,958 ) $ ( 12,958 ) There is no equity method valuation applied on investments in associate for the years ended December 31, 2025 or 2024. Taction Co., Ltd. was incorporated to engage in software development and IT consulting. As no practical plan to generate revenue and maintain going-concern basis in the foreseeable future was provided, the Parent recognized impairment loss amounting to acquisition cost. (13) Equipment and vehicles, net Equipment and vehicles consist as of December 31, 2025 and December 31, 2024: December 31, 2025 December 31, 2024 Office equipment $ 35,138 $ 26,912 Tools and instruments 23,242 22,687 Machinery and equipment 22,795 22,251 Facilities 369,450 210,613 Vehicles 9,604 9,375 460,229 291,838 Less accumulated depreciation ( 291,099 ) ( 289,504 ) Equipment and vehicles, net $ 169,130 $ 2,334 F- 23 (14) Goodwill Changes of goodwill for the years ended December 31, 2025 and 2024 are as follows: For the year ended December 31, 2025 Beginning Business combination Impairment loss Effects of changes in exchange rate Ending Goodwill $ 24,354,066 $ - $ - $ 595,740 $ 24,949,806 For the year ended December 31, 2024 Beginning Business combination Impairment loss Effects of changes in exchange rate Ending Goodwill $ 27,765,222 $ - $ - $ ( 3,411,156 ) $ 24,354,066 (15) Intangible assets, net The acquired intangible assets, all of which are being amortized, have an average useful life of approximately 20 years. Intangible assets consist of the following as of December 31, 2025 and December 31, 2024. As of December 31, 2025 Average useful life Gross carrying amount Accumulated amortization Net carrying amount Technology license 20 years $ 100,221 $ 94,586 $ 5,635 Customer relationship 20 years 593,273 355,964 237,309 Patent technology 20 years 168,845,947 26,626,257 142,219,690 $ 169,539,441 $ 27,076,807 $ 142,462,634 As of December 31, 2024 Average useful life Gross carrying amount Accumulated amortization Net carrying amount Technology license 20 years $ 97,828 $ 78,439 $ 19,389 Customer relationship 20 years 579,107 231,643 347,464 Patent technology 20 years 164,814,319 17,124,320 147,690,000 $ 165,491,254 $ 17,434,402 $ 148,056,852 Accumulated amortization expense for intangible assets is $ 9,298,838 and $ 9,630,728 for the years ended December 31, 2025 and 2024, respectively. F- 24 (16) Short-term borrowings and short-term corporate bonds The Group has a loan agreement with BCM Europe AG and as of December 31, 2025, the outstanding balance was $ 1,062,091 ( 3.00 % interest rate at December 31, 2025), which matures in 2026 . The Group has multiple loan agreements with an individual and as of December 31, 2025, the outstanding balance was $ 1,261,380 ( 0 % interest rate at December 31, 2025), which mature various dates in 2026 . The Group has a loan agreement with Duksung Co., Ltd and as of December 31, 2025, the outstanding balance was $ 650,000 ( 7.00 % interest rate at December 31, 2025), which matures in October 2026 . The Group has a loan agreement with BGLSI and as of December 31, 2025, the outstanding balance was $ 1,218,000 ( 0 % interest rate at December 31, 2025), which matures in 2026 . The Group has multiple loan agreements with an individual and as of December 31, 2025, the outstanding balance was $ 105,000 ( 0 % interest rate at December 31, 2025), which mature various dates in 2026 . The Group has a convertible note agreement with White Lion Capital and as of December 31, 2025, the outstanding balance was $ 46,804 ( 5.00 % interest rate at December 31, 2025), which mature various dates in 2026 . The Group has a loan agreement with 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 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 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 an individual and as of December 31, 2024, the outstanding balance was $ 50,000 ( 7.00 % interest rate at December 31, 2024), which matures in December 2025. The Group has multiple loan agreements with an individual and as of December 31, 2024, the outstanding balance was $ 408,163 ( 0 % interest rate at December 31, 2024), which mature various dates in 2025 . Details of convertible note agreement with White Lion Capital issued on May 6, 2025 and outstanding as of December 31, 2025 are as follows: Classification Details Par value USD 1,110,000 Stated interest rate 5 % 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. At any time, and from time to time, the Holder may utilize the Variable Conversion Price for conversions of this Note into Common Stock. The Variable Conversion Price shall be a rate per share equal to 95% multiplied by the Market Price (as defined herein) (representing a discount rate of 5%) (the “Variable Conversion Price”). “Market Price” means the lowest daily VWAP of the Common Stock during the fifteen (15) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. “Trading Price” means the lowest volume-weighted average daily price as reported on the principal securities exchange or trading market where such security is quoted, listed or traded or, if no trading price of such security is available in any of the foregoing manners, the average of the trading prices of any market makers for such security that are listed in the “pink sheets” by the National Quotation Bureau, Inc. “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. F- 25 (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 . (18) Leases The Group has operating leases for properties, including manufacturing plants and offices. Leases have remaining lease terms of longer than 12 months, some of which include options to extend the lease and some include options to terminate the lease before term. The Group does not assume renewals in our determination of the lease term, unless the renewals are deemed to be reasonably certain as of the commencement date of the lease. Lease agreements do not contain any material residual value guarantees or material variable lease payments. The Group has entered into various operating leases with a lease term of 12 months or less. The Group has elected to not capitalize leases with a lease term of 12 months or less. As the rate implicit in most of our leases is not readily determinable, the Group uses its estimated incremental borrowing rate based on the information available at the commencement date in determining the present value of the lease payments. The lease expense is included in rent expense of Selling, general and administrative expenses in the consolidated statements of operation and the amounts for the years ended December 31, 2025 and 2024, are as follows: Years ended December 31 2025 2024 Operating lease expense $ 54,844 $ 73,681 Supplemental balance sheet information related to leases is as follows: As of December 31 2025 2024 Operating leases: Total operating lease right-of-use assets $ 60,425 $ 78,484 Current operating lease liabilities $ 46,961 $ 44,741 Non-current operating lease liabilities 12,551 33,372 Total operating lease liabilities $ 59,512 $ 78,113 Weighted-average remaining lease term Operating leases 16.3 months 24.1 months Weighted-average discount rate Operating leases 16.6 % 17.9 % F- 26 The following table summarizes maturities of lease liabilities in undiscounted basis as of December 31, 2025 2026 $ 51,223 2027 15,332 Total undiscounted lease payments 66,555 Less imputed interest ( 7,043 ) Total lease liabilities $ 59,512 Other information related to leases as of December 31, 2025 and 2024 were as follows: 2025 2024 Supplemental cash flow information: Cash paid for amounts included in the measurement of lease liabilities: Cash used in operations for operating leases $ 54,844 $ 70,734 ROU assets obtained in exchange for lease obligations: Operating leases 22,097 — Reductions to ROU assets resulting from reductions to lease obligations: Operating leases — 7,532 (19) Post-employment benefits The Group maintains a defined contribution retirement benefit plan for its employees. The Group is obligated to pay fixed contributions to an independent fund, and the amount of future retirement benefits to be paid to employees is determined by the contributions made to the fund, etc., and the investment income generated from those contributions. Plan assets are managed independently from the Group’s assets in a fund managed by a trustee. Darnatein’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 years ended December 31, 2025 and 2024 are $ 405,201 and $ 122,035 , respectively. F- 27 (20) Related party transactions As of December 31, 2025, the Group’s related parties are as follows: Type Related parties Ultimate parent entity Bellevue Capital Management LLC Major shareholder of the Parent BCM Europe AG Subsidiaries RMC, VAXIMM, Darnatein, OSR Holdings Co., Ltd. Associates Taction Co., Ltd. Other related parties Bellevue Global Life Sciences Investors LLC Bellevue Global Life Sciences Acquisition Corp There are no sales and procurement transactions and treasury transactions with related parties for the years ended December 31, 2025 and 2024. Details of receivables and payables from related party transactions as at December 31, 2025 and December 31, 2024 are as follows: December 31, 2025 Related parties Short-term borrowings BCM Europe AG Major shareholder of the Parent $ 1,062,091 Key management Individuals 1,261,380 December 31, 2024 Related parties Short-term borrowings BCM Europe AG Major shareholder of Parent $ 860,000 Bellevue Life Sciences Acquisition Corp. Other related parties 300,000 Key management Individuals 639,796 Compensations paid or accrued to key management of the Parent for the years ended December 31, 2025 and 2024 are as follows: For the years ended December 31, 2025 December 31, 2024 Salaries $ 589,220 $ 344,693 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 December 31, 2025 and December 31, 2024. F- 28 (21) Administrative expenses Details of administrative expenses for the years ended December 31, 2025 and 2024 are as follows: For the year ended December 31, 2025 For the year ended December 31, 2024 Salary $ 1,470,776 $ 918,786 Retirement payment 405,201 122,035 Employee benefits 95,383 53,793 Travel expenses 41,846 56,108 Entertainment expenses 43,675 40,589 Communication cost 1,908 2,222 Tax and due 34,495 23,478 Depreciation cost 7,269 60,535 Amortization of intangible assets 9,298,838 9,630,728 Rental cost 97,527 113,472 Repair fee 3,364 140 Insurance cost 16,962 13,170 Vehicle maintenance fee 33,393 33,640 Allowance for expected credit losses 42,257 57,706 Research and development expenses 318,446 161,155 Transportation cost 2,080 3,102 Training cost 1,215 - Publishing fee 953 375 Office supplies fee 237 294 Consumable cost 11,685 22,507 Commisions and professional fee 6,984,086 1,167,215 Building management fee 17,312 19,608 Advertising expenses - 2,775 Total $ 18,928,908 $ 12,503,433 (22) Income taxes A summary of income tax benefit for the years ended December 31, 2025 and 2024, is as follows: Year ended December 31 2025 2024 Current: Primary jurisdiction (Republic of Korea) $ 1,829,820 $ 1,563,768 Foreign — — 1,829,820 1,563,768 Deferred: Primary jurisdiction (Republic of Korea) — — Foreign — — — — Income tax benefits $ 1,829,820 $ 1,563,768 There is no deferred tax recognized in other than net income for the years ended December 31, 2025 and 2024. F- 29 The provision for income taxes differs from that computed by applying statutory rates to loss before income taxes. Explanations of the relationship between income tax benefits and accounting loss for the years ended December 31, 2025 and 2024 are as follows: 2025 2024 Loss before income taxes $ ( 28,888,361 ) $ ( 11,892,678 ) Income tax based on statutory tax rate 5,806,050 2,493,699 Adjustments: Tax credit - ( 1,284 ) Special tax for rural areas - 198 Unrecognized changes in temporary differences ( 2,110,974 ) ( 449,656 ) Others (changes in effective tax rate) ( 1,865,256 ) ( 479,189 ) Income tax benefits $ 1,829,820 $ 1,563,768 In assessing the reliability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based upon these considerations as of December 31, 2025 and 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 December 31, 2025 and 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 December 31, 2025. Items that result in deferred tax assets and liabilities at December 31, 2025 and 2024 are as follows: Year ended December 31 2025 2024 Deferred tax assets: Account payable (severance) $ 35,818 $ 54,400 Interest payable 80,894 69,942 Amortization of intangible assets 511,742 386,589 Net operating loss carryforward 1,204,917 627,897 Other ( 220,736 ) ( 202,597 ) Gross Deferred tax assets 1,612,635 936,231 Valuation allowance ( 1,412,120 ) ( 844,130 ) Total deferred tax assets 200,515 92,101 Deferred tax liabilities: PPA effect ( 27,021,305 ) ( 28,035,508 ) Total deferred tax liabilities ( 27,021,305 ) ( 28,035,508 ) Net deferred tax liabilities $ ( 26,820,790 ) $ ( 27,943,407 ) The Company did not have any material uncertain tax positions, which should be recognized in the consolidated financial statements as of December 31, 2025. In addition, the Company did not have any unrecognized tax benefits, which, if recognized, would affect the effective tax rate for the years then ended. F- 30 (23) Loss per share Basic loss per share for the years ended December 31, 2025 and 2024 are calculated as follows: For the year ended December 31 (The United States Dollar in unit and number of shares) 2025 2024 Net loss (A) $ ( 18,010,899 ) $ ( 10,328,910 ) Weighted average number of ordinary shares outstanding (B) 19,515,034 2,155,000 Basic loss per ordinary share (A/B) $ ( 0.92 ) $ ( 4.79 ) Weighted average number of ordinary shares outstanding for the years ended December 31, 2025 and 2024 are calculated as follows: For the year ended December 31 (Number of shares) 2025 2024 Ordinary shares outstanding at the beginning 2,155,000 2,155,000 Changes due to business combination 15,057,959 - Shares issued due to ELOC 719,100 - Shares issued due to Convertible note conversion 1,129,663 - Shares issued due to Warrant conversion 453,312 - Weighted average number of ordinary shares outstanding 19,515,034 2,155,000 Diluted loss per share for the years ended December 31, 2025 and 2024 are calculated as follows: For the year ended December 31 (The United States Dollar in unit and number of shares) 2025 2024 Net loss (A) $ ( 17,997,745 ) $ ( 10,328,910 ) Weighted average number of ordinary shares outstanding (B) 22,560,443 2,155,000 Diluted loss per ordinary share (A/B) $ ( 0.80 ) $ ( 4.79 ) Weighted average number of ordinary shares including diluted effects outstanding for the years ended December 31, 2025 and 2024 are calculated as follows: For the year ended December 31 (Number of shares) 2025 2024 Weighted average number of ordinary shares outstanding beginning 19,515,034 2,155,000 Diluted effect) Convertible bonds conversion effect 444,856 - Diluted effect) Warrant conversion effect 2,600,553 - Weighted average number of ordinary shares outstanding 22,560,443 2,155,000 F- 31 (24) Commitment and contingencies The Group has no pending litigation cases arising in the ordinary course of business as of December 31, 2025 and December 31, 2024. OSRK has entered into various contractual commitments related to the acquisition of VAXIMM including a future financial obligation of CHF 28,898 underlying as of December 31, 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 sale to a third party, the Licensor shall reimburse the Licensee for reasonable costs and expenses incurred in the preparation, submission, maintenance, prosecution, and enforcement process. (25) Segment reporting 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. (26) Subsequent events The Group has evaluated subsequent events from the balance sheet date through March 27, 2026, the date at which the consolidated financial statements were available to be issued and determined that there are no other items to disclose, except the following: (1) To be updated regarding Woori IO On January 26, 2026, OSRK completed a comprehensive share exchange with Woori IO Co., Ltd. (“Woori IO”) pursuant to a Share Exchange Agreement dated October 13, 2025. As a result of the share exchange, Woori IO became a wholly-owned subsidiary of the Group. In connection with the transaction, OSRK issued 84,338 shares of registered common stock (par value of KRW 5,000 per share) as newly issued shares. Woori IO is a medical device company engaged in the development of a non-invasive blood glucose monitoring device based on near-infrared spectroscopy ("NIRS") technology. Woori IO is currently in a technology development collaboration with Samsung Electronics Co., Ltd. Following the completion of the acquisition of Woori IO, the Group is evaluating potential strategic collaboration initiatives between Woori IO and the Group’s existing medical device distribution subsidiary, RMC. In addition, pursuant to agreements with Woori IO and its management, OSRK advanced loans of approximately $ 0.4 million (KRW 640 million) during the year ended December 31, 2025. (2) Joinder Agreement for Share Exchange with Non-Participating Shareholders Pursuant to the Business Combination Agreement, the Group had previously entered into a joinder agreement with certain non-participating shareholders on February 10, 2025, which contemplated a share exchange arrangement. Under this agreement, the non-participating shareholders were entitled to transfer their shares of OSR Holdings Co., Ltd. (“OSRK”) to OSRH in exchange for shares of OSRH upon the occurrence of specified conditions. Subsequent to the reporting period, certain non-participating shareholders exercised their put options, and an aggregate of 410,721 shares of OSRK were transferred in exchange for 5,323,986 shares of OSRH. The effective date of the share exchange was January 30, 2026. F- 32