What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-13 compared with 2025-11-12 · 382 added, 346 removed, 812 unchanged (47% of the section changed)

4 unchanged sentences

(In the United States Dollar, except share data)

September 30,

Current assets:

Cash and cash equivalents

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

Trade and other receivables, less allowance for credit losses of $ 59,190.83 and $ 62,370.40 as of March 31, 2026 and December 31, 2025, respectively

Inventories, net

20 unchanged sentences

Derivative liabilities

Current portion - LT debt

Total current liabilities

6 unchanged sentences

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

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

33,299,755 shares and 26,597,769 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

Additional paid-in capital

3 unchanged sentences

Accumulated other comprehensive income

( 1,660,820 )

Non-controlling interests

10 unchanged sentences

(In the United States Dollar)

For the Three Months Ended

September 30,

For the Nine Months Ended

September 30,

Three months ended

Cost of sales

3 unchanged sentences

( 2,917,826.08 )

( 11,950,469 )

( 10,079,178 )

Other income (expense):

1 unchanged sentence

Interest expense

Other expenses

( 31,224.22 )

Loss before income taxes

( 16,398.73 )

( 3,496,094 )

Other expenses

( 243,289.19 )

( 8,489,401.10 )

Income tax benefit

Loss before income taxes

( 3,919,488.03 )

( 11,392,814.05 )

Income tax benefit

( 3,467,174.08 )

1 unchanged sentence

Attributable to:

OSR Holdings, Inc.

OSR Holdings Co., Ltd.

and subsidiaries

1 unchanged sentence

( 11,392,814.05 )

( 13,187,995 )

( 8,989,387 )

Non-controlling interests

( 535,713.00 )

( 6,624,892 )

Other comprehensive income for the year, net of tax

Gain(loss) on foreign currency translation

Gain on foreign currency translation

( 6,501,176.78 )

2 unchanged sentences

$ ( 10,925,738.35 )

( 14,865,783 )

( 8,965,709 )

Attributable to:

OSR Holdings, Inc.

OSR Holdings Co., Ltd.

and subsidiaries

1 unchanged sentence

( 10,925,738.35 )

( 9,895,069 )

( 8,965,709 )

Non-controlling interests

( 1,540,209.00 )

( 4,970,715 )

Loss per share attributable to OSR Holding, Inc.

Loss per share attributable to OSR Holdings Co., Ltd.

and subsidiaries

9 unchanged sentences

stockholders’

Income (loss)

Balance at January 1, 2025

2 unchanged sentences

$ ( 225,386 )

Foreign currency translation adjustment

Balance at June 30, 2024

$ 143,208,215

Balance at July 1, 2024

( 11,392,814 )

( 3,356,533 )

Foreign currency translation adjustment

Balance at September 30, 2024

$ ( 19,486,197 )

Balance at January 1, 2025

$ ( 19,173,063 )

Business Combination

( 56,524,226 )

Balance at March 31, 2025

$ 106,082,223

1 unchanged sentence

$ 132,282,477

Balance at January 1, 2026

$ 110,966,975

Changes in Exercise tax

Foreign currency translation adjustment

Business Combination

$ ( 37,169,881 )

Issuance of share capital

Balance at June 30, 2025

$ 127,037,403

( 2,931,461 )

Balance at July 1, 2025

( 3,467,174 )

Foreign currency translation adjustment

( 5,496,681 )

( 6,090,058 )

Business Combination

Acquisition of non-controlling shares

( 28,657,776 )

( 22,663,298 )

Foreign currency translation adjustment

Common stock issued by ELOC program

Balance at March 31, 2026

$ 145,618,062

1 unchanged sentence

$ ( 1,660,820 )

Issuance of share capital

Balance at September 30, 2025

$ 127,391,119

5 unchanged sentences

(In the United States Dollar)

Nine months ended

September 30,

Three months ended

Cash flows from operating activities:

1 unchanged sentence

$ ( 11,392,814.05 )

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

Adjustments to reconcile net (loss) income to cash used in operating activities:

Income tax benefit

( 452,313.95 )

( 1,113,183 )

Loss on inventory valuation

Loss on disposal of tangible assets

Lease expense

1 unchanged sentence

Commissions and professional fees

Loss on change in fair value of financial liabilities

Merger and acquisiton costs

Merger and acquisition costs

Loss on foreign currency translation

Gain on change in fair value of financial liabilities

Gain on foreign currency translation

Changes in operating assets and liabilities:

Decrease in trade and other receivables

Decrease in inventories, net

Increase in prepaid income taxes

Increase in other current financial assets

Decrease (increase) in other current assets

Decrease in ROU assets

Decrease in trade and other payables

Decrease(increase) in inventories, net

( 65,535.27 )

Increase in other current assets

( 11,598.99 )

Increase in trade and other payables

Increase in accrued expenses

Decrease in lease liabilities

Increase (decrease) in tax payables

Decrease in other liabilities

( 10,579.05 )

( 13,423.65 )

Increase in tax payables

Increase in other liabilities

Net cash used in operating activities

3 unchanged sentences

Decrease in deposits

Decrease in short-term loan

Decrease in long-term loan

Disposal of equipment and vehicles

Purchase of tangible assets

Increase in deposits

Increase in long-term loan

3 unchanged sentences

Cash flows from financing activities:

Proceeds from long-term debt

Proceeds from short-term borrowing

Repayment of long-term debt

Repayment of short-term borrowing

Issuance of convertible bonds

Repayment of convertible bonds

( 39,287.71 )

Proceeds from issuance of common stock

1 unchanged sentence

Net change in cash and cash equivalents

( 48,177.73 )

Effects of changes in exchange rate on cash and cash equivalents

( 85,393.40 )

( 16,748.58 )

Cash and cash equivalents at beginning of year

Cash and cash equivalents at end of year

$ 1,566,701.38

$ 1,595,696.90

Supplemental disclosures of cash flow information:

1 unchanged sentence

Cash paid for income taxes (net of refunds received)

( 30,150.26 )

The accompanying notes are an integral part

3 unchanged sentences

FINANCIAL STATEMENTS

September 30,

2025 and 2024

March 31, 2026

(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.

(the Company or

OSR Holdings) 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

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 (“OSR”), pursuant to the Amended and Restated Business

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

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

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

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, OSRK, and certain OSRK 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 .

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.

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

Details of shareholders as of September 30, 2025

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 were 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).

Details of shareholders as of March

31, 2026 are as follows:

2 unchanged sentences

Bellevue Global Life Sciences Investors LLC

BCM Europe AG

Bellevue Capital Management Europe AG

Bellevue Capital Management LLC

Duksung Co.,Ltd.

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

common stock outstanding.

Details of investments in subsidiaries as of September

30, 2025 are as follows:

Joint Protein Central Co., Ltd.

Details of investments in subsidiaries

as of March 31, 2026 are as follows:

Name of subsidiary Share

capital Percentage of

ownership Principal activities

capital Percentage

of ownership Principal activities

VAXIMM AG (“VAXIMM”) 1,091,203,754 100.00 % Biotech (drug development)

4 unchanged sentences

OSR Holdings, Inc.

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

(“OSRI”) 2,826,969 100.00 % NASDAQ Listed Company

Woori-IO Co., Ltd.

(“Woori-IO”) 444,455,000 100.00 % Medical device distribution

Key financial information of the subsidiaries

at September 30, 2025 are as follows :

at March 31, 2026 are as follows :

Name of subsidiary

3 unchanged sentences

( 1,073,448 )

( 2,945,469 )

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

2 unchanged sentences

Summaries of entities, which are newly

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

For the nine months ended September 30, 2025

included in consolidation scope for the periods ended March 31, 2026 and 2025 are as follows:

For the three months ended March 31, 2026

Name of subsidiary Reason Type of purchase consideration

Woori-IO Co.,Ltd.

Acquisition (*1) Equity swap with shares of OSR,Holdings Co.,Ltd.

(*1) The Parent acquired subsidiary in January 26, 2026 and accounted

for the acquisitions at January 1, 2026, which is deemed the acquisition date.

For the three months ended March 31, 2025

Name of subsidiary Reason Type of purchase consideration

OSR Holdings, Inc.

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

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

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

3 unchanged sentences

The accompanying unaudited condensed

consolidated financial statements have been prepared pursuant to US-GAAP and reflect all adjustments which are, in the opinion of management,

necessary to a fair presentation of the results of the interim periods presented, under the rules and regulations of the United States

Securities and Exchange Commission (the “SEC”).

These condensed consolidated financial statements include all adjustments

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

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

or for the entire year ending December 31, 2025.

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

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

from, these interim financial statements.

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

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

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

in Korean won.

consolidated financial statements have been prepared in accordance with U.S.

generally accepted accounting principles (US-GAAP).

Principle of consolidation

107 unchanged sentences

operating leases, primarily for plants and main offices.

The Group does not have a finance lease.

The Group does not have any finance lease.

The Group accounts for leases in accordance

24 unchanged sentences

● 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.

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:

38 unchanged sentences

during the consolidation.

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

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

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

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

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.

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

The Group only has revenue from

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.

considers a performance obligation satisfied once it has transferred control of a good or product to a customer, meaning the

customer has the ability to direct the use and obtain the benefit of the good

Income taxes are accounted for under

41 unchanged sentences

Compound Financial Instruments

Compound financial instruments are convertible

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

The liability component of a compound financial instrument

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

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

The equity component is recognized initially on the difference

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

Any directly attributable

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

Accounting pronouncements adopted as of September 30, 2025

Compound financial instruments are

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

The liability component of a compound

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

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

The equity component is

recognized initially on the difference between the fair value of the compound financial instrument as a whole and the fair value of

the liability component.

Any directly attributable transaction costs are allocated to the liability and equity components in

proportion to their initial carrying amounts.

Accounting pronouncements adopted as of March 31, 2026

In October 2021,

11 unchanged sentences

or after the effective date.

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

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

financial statements.

1 unchanged sentence

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

Improvements to Reportable Segment Disclosures , which

requires enhanced disclosure of significant segment expenses on

an annual and interim basis.

This ASU will be effective for the

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

Early adoption

is permitted.

Upon adoption, this ASU should be applied retrospectively

to all prior periods presented in the financial statements.

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

the Group’s condensed consolidated financial statements.

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

Improvements to Reportable Segment Disclosures, which requires enhanced

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

This ASU will be effective for the annual periods beginning

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

Early adoption is permitted.

Upon adoption,

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

The Group adopted this ASU

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

Accounting pronouncements issued, but not adopted as of March 31, 2026

In October 2023,

13 unchanged sentences

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

Improvements to Income Tax Disclosures , which improves

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

tax rate reconciliation and income taxes paid disaggregated by jurisdiction.

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

This ASU will be effective for the annual periods beginning the

year ended December 31, 2026.

Early adoption is permitted.

Improvements to Income Tax Disclosures , which improves the transparency

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

and income taxes paid disaggregated by jurisdiction.

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

tax disclosures.

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

Early adoption

is permitted.

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

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

The Group is currently evaluating the impact this

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

(3) Critical accounting estimates and assumptions

42 unchanged sentences

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.

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

its market capitalization.

Internal sources of information

● evidence is available of obsolescence or physical damage of

the patent technology.

● significant changes with an adverse effect on the entity have

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

technology is used or is expected to be used.

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

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

● evidence is available 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

21 unchanged sentences

during the period.

Resulting translation gains or losses are included in the accompanying condensed consolidated financial statements

as a component of accumulated other comprehensive loss.

Resulting translation gains or losses are included in the accompanying consolidated financial statements as a component

of accumulated other comprehensive loss.

Interest rate risk

20 unchanged sentences

transactions only with financial institutions with high creditworthiness.

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

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

instruments (excluding cash).

As of March 31, 2026, the Group believes that there are low

signs of material default, and the maximum exposure to credit risk as of March 31, 2026 is equal to the book value of financial instruments

(excluding cash).

Liquidity risk management

4 unchanged sentences

financial ratios and currency restrictions.

The Group's liquidity risk analysis details as of September

The Group’s liquidity risk analysis details as of March 31,

2026 and December 31, 2025 are as follows:

September 30, 2025

March 31, 2026

Remaining maturity

18 unchanged sentences

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

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

The group’s debt ratio as of March 31, 2026 and December

31, 2025 are as follows:

September 30,

Net borrowings (A)

2 unchanged sentences

( 1,566,701 )

( 1,700,273 )

Total equity (B)

Debt ratio (A / B)

Net borrowings & Total equity (A+B)

Debt ratio (A / (A+B))

(5) Fair value measurements

1 unchanged sentence

The difference between the carrying amount and fair value

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

of the Group’s financial assets and liabilities as of March 31, 2026 and December 31, 2025 are insignificant.

Fair value hierarchy

4 unchanged sentences

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

● 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 September 30, 2025 and December 31, 2024 , which are accounted

as amortized cost, are categorized as Level 3.

assets and liabilities as of March 31, 2026 and December 31, 2025 , which are accounted for

at amortized cost, are categorized as Level 3.

Recurring transfer between levels

1 unchanged sentence

Fair value hierarchy classifications

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

September 30, 2025

Recurring fair value measurements Financial liabilities at fair

value through profit or loss

of the financial instruments that are measured at fair value level 3 as at March 31, 2026 and December 31, 2025 are as follows:

March 31, 2026

Recurring fair value measurements

Financial liabilities at fair value through profit or loss

December 31, 2025

Recurring fair value measurements

Financial liabilities at fair value through profit or loss

Valuation Techniques and the Inputs

Valuation techniques and inputs used

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

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

in the recurring and non-recurring fair value measurements categorized within Level 3 of the fair value hierarchy as at March 31, 2026

and December 31, 2025 are as follows:

The Group did not change any valuation

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

September 30, 2025

March 31, 2026

Fair Value Level Valuation

Techniques Inputs

Financial liabilities at fair value Tsiveriotis-

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

Financial liabilities at fair value through profit or loss $ 2,374,582 3 Tsiveriotis-

Fernandes model Stock Volatility, Risk-free rate

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

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

September 30, 2025

Financial assets:

March 31, 2026 and December 31, 2025 are as follows:

March 31, 2026

Financial assets:

at amortized cost

Financial liabilities

at fair value

Financial liabilities

at amortized cost

Cash and cash equivalents

2 unchanged sentences

Other non-current financial assets

Fianancial liabilities:

Financial liabilities:

Trade and other payables

1 unchanged sentence

Current financial liabilities

Non-current financial liabilities

Derivative liabilities

1 unchanged sentence

Financial assets:

Financial assets

at amortized cost

Financial liabilities

at fair value

Financial liabilities

at amortized cost

Cash and cash equivalents

2 unchanged sentences

Other non-current financial assets

Fianancial liabilities:

Financial liabilities:

Trade and other payables

Accrued expenses

Current financial liabilities

Derivative liabilities

Net gains or losses by financial instrument category for

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

September 30,

the three-months ended March 31, 2026 and 2025 are as follows:

Amortized cost:

5 unchanged sentences

Losses on foreign currency translation

Financial assets measured at fair value through profit and loss:

Gains on change in fair value of financial liabilities

Losses on change in fair value of financial liabilities

(7) Cash and cash equivalents

1 unchanged sentence

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

September 30,

Cash and cash equivalents

5 unchanged sentences

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

September 30,

Trade receivables

2 unchanged sentences

Other receivables

Accrued revenue

(9) Inventories, net

Inventories consisted of the following as of September

Inventories consisted of the following as of March 31, 2026

and December 31, 2025:

September 30,

Merchandised goods

Finished goods

Raw materials

Less inventory reserves

(10) Other financial assets

Details of other financial assets as of September 30, 2025

and December 31, 2024 are as follows:

September 30, 2025

Details of other financial assets as of March 31, 2026 and

December 31, 2025 are as follows:

March 31, 2026

December 31, 2025

2 unchanged sentences

(11) Other assets

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

Details of other assets as of March 31, 2026 and December

31, 2025 are as follows:

September 30, 2025

March 31, 2026

December 31, 2025

2 unchanged sentences

Details of investment under the equity method are as follows:

September 30, 2025 December 31, 2024

Location Main business Ownership Book value Ownership Book value

March 31, 2026 December 31, 2025

Location Main

business Ownership Book value Ownership Book value

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

5 unchanged sentences

There is no equity method valuation applied on investments

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

in associate for the three-months ended March 31, 2026 or 2025.

Taction Co., Ltd.

4 unchanged sentences

(13) Equipment and vehicles, net

Equipment and vehicles consist as of September

Equipment and vehicles consist as of March 31,

2026 and December 31, 2025:

September 30,

Office equipment

1 unchanged sentence

Machinery and equipment

Construction in progress

Less accumulated depreciation

1 unchanged sentence

(14) Goodwill

Changes of goodwill for the nine months

ended September 30, 2025 and 2024 are as follows:

For the nine months ended September 30, 2025

Impairment loss

Effects of changes

in exchange rate

For the nine months ended September 30, 2024

Impairment loss

Effects of changes

in exchange rate

Changes of goodwill for the three-months

ended March 31, 2026 and 2025 are as follows:

For the three-months ended March 31, 2026

exchange rate

$ ( 1,626,379 )

For the three-months ended March 31, 2025

(15) Intangible assets, net

2 unchanged sentences

Intangible assets consist of the following as of

September 30, 2025 and December 31, 2024.

As of September 30, 2025

useful life Gross carrying

amount Accumulated amortization Net carrying

March 31, 2026 and December 31, 2025.

For the three months ended March 31, 2026

useful life Gross

amount Accumulated

amortization Net

Technology license 20 years $ 98,103 $ 89,998 $ 8,105

2 unchanged sentences

$ 166,980,942 $ 28,013,125 $ 138,967,817

As of December 31, 2024

useful life Gross carrying

amount Accumulated amortization Net carrying

For the three months ended December 31, 2025

useful life Gross

amount Accumulated

amortization Net

Technology license 20 years $ 100,221 $ 94,586 $ 5,635

3 unchanged sentences

Accumulated amortization expense for

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

intangible assets is $ 2,417,860 and $ 2,272,817 for the three-months ended March 31, 2026 and 2025, respectively.

(16) Short-term borrowings

The Group has a loan agreement with

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

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

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

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

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

Refer to Note

25 Subsequent events for more details.

The Group has a loan agreement with

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

BCM Europe AG and as of March 31, 2026, the outstanding balance was $ 860,000 ( 3.00 % interest rate at March 31, 2026), which matures in

The Group has multiple loan agreements

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

mature various dates in 2025 .

The Group has a convertible note agreement

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

which mature various dates in 2026 .

with an individual and as of March 31, 2026, the outstanding balance was $ 1,327,629 ( 0 % interest rate at March 31, 2026), which mature

various dates in 2026 .

The Group has a loan agreement with Duksung Co., Ltd and as of March 31, 2026, the outstanding balance was $ 650,000 ( 7.00 % interest rate at March 31, 2026), which matures in October 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).

BGLSI and as of March 31, 2026, the outstanding balance was $ 1,208,000 ( 0 % interest rate at March 31, 2026), which matures in July 2026 .

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).

Korea Technology Finance Corporation and as of March 31, 2026, the outstanding balance was $ 62,006 ( 3.73 % interest rate at March 31, 2026),

which matures in April 2026 .

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 .

Industrial Bank of Korea and as of March 31, 2026, the outstanding balance was $ 66,076 ( 2.60 % interest rate at March 31, 2026), which

matures in April 2026 .

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 .

KB Kookmin Bank and as of March 31, 2026, the outstanding balance was $ 73,867 ( 12.82 % interest rate at March 31, 2026), which matures

in May 2026 .

The Group has a loan agreement with

Korea SMEs and Startups Agency and as of March 31, 2026, the outstanding balance was $ 31,452 ( 3.73 % interest rate at March 31, 2026),

which matures in March 2027 .

The Group has multiple loan agreements

with an individual and as of March 31, 2026, the outstanding balance was $ 105,000 ( 0 % interest rate at March 31, 2026), which mature various

dates in 2026 .

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

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 .

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

as of September 30, 2025 are as follows:

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 .

Details of convertible note agreement

with White Lion Capital issued on May 6, 2025 and outstanding as of March 31, 2026 are as follows:

Classification

11 unchanged sentences

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

The conversion right on the above convertible bonds is classified as

other financial liabilities.

The conversion right on the above convertible

bonds is classified as other financial liabilities.

(17) Long-term debt

The Group has long-term debt agreements with Industrial Bank

of Korea and as of March 31, 2026, the total outstanding balance was $ 99,115 ( 5.5 % interest rate at March 31, 2026), which matures in

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 .

as of March 31, 2026, the total outstanding balance was $ 173,299 ( 0 % interest rate at March 31, 2026), which matures in 2027 .

(18) Post-employment benefits

9 unchanged sentences

Meanwhile, expenses recognized by the Group in relation to

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

the defined contribution retirement benefit plan for the three-months ended March 31, 2026 and 2025 are $ 3,399 and $ 194,659 , respectively.

(19) Related party transactions

As of September 30, 2025, the Group's

related parties are as follows:

As of March 31, 2026, the Group’s related

parties are as follows:

Type Related parties

6 unchanged sentences

There are no sales and procurement transactions and treasury

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

transactions with related parties for the three-months ended March 31, 2026 and 2025.

Details of receivables and payables from related party transactions

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

September 30, 2025

Related parties Short-term borrowings

as at March 31, 2026 and December 31, 2025 are as follows:

March 31, 2026

Related parties Short-term

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

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

Bellevue Global Life Sciences Investors LLP Other related parties $ 1,208,000

December 31, 2025

Related parties Short-term borrowings

Related parties Short-term

BCM Europe AG Major shareholder of the Parent $ 1,062,091

Key management Individuals 1,261,380

Compensations paid or accrued to key management of the Parent

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

For the nine months ended

September 30,

for the three months ended March 31, 2026 and 2025 are as follows:

For the three-month ended

The Group’s key management includes registered directors

1 unchanged sentence

No collateral or guarantee were provided for related parties

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

and were received from related parties as of March 31, 2026 and December 31, 2025.

(20) Administrative expenses

Details of administrative expenses for the nine months ended September

Details of administrative expenses for the three months ended March

31, 2026 and 2025 are as follows:

September 30,

Retirement payment

9 unchanged sentences

Research and development expenses

Transportation cost

Travel expenses

Training cost

2 unchanged sentences

Consumable cost

Commisions and professional fee

Commissions and professional fee

Building management fee

7 unchanged sentences

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

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

Based upon these considerations as of March 31, 2026 and December

31, 2025, the Company had a full valuation allowance for the net deferred tax assets on one of its Asian subsidiaries and certain of its

European subsidiaries.

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

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

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

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

Also, as of March 31, 2026 and December 31, 2025, 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 March 31, 2026 and December 31, 2025.

The Company did not have any material

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

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

uncertain tax positions, which should be recognized in the condensed consolidated financial statements as of March 31, 2026.

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

(22) Loss per share

Basic loss per share for the nine months ended September

Basic loss per share for the three months ended March 31,

2026 and 2025 are calculated as follows:

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

For the nine months ended

For the three months ended

$ ( 2,931,461 )

3 unchanged sentences

Weighted average number of ordinary shares outstanding for

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

the three months ended March 31, 2026 and 2025 are calculated as follows:

(Number of shares)

For the nine months ended

For the three months ended

Ordinary shares outstanding at the beginning

Changes due to business combination

Commitment shares issued for White Lion Capital

Shares issued due to ELOC

Shares issued due to Convertible note conversion

Shares issued due to Warrant conversion

Acquisition of non-controlling shares

Weighted average number of ordinary shares outstanding

Diluted loss per share for the nine months ended September

Diluted loss per share for the three months ended March 31,

2026 and 2025 are calculated as follows:

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

For the nine months ended

For the three months ended

$ ( 2,573,884 )

2 unchanged sentences

Diluted loss per ordinary share (A/B)

Weighted average number of ordinary shares including diluted

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

Weighted average number of ordinary

shares including diluted effects outstanding for the three months ended March 31, 2026 and 2025 are calculated as follows:

(Number of shares)

For the nine months ended

For the three months ended

Weighted average number of ordinary shares outstanding beginning

2 unchanged sentences

Weighted average number of ordinary shares outstanding

(23) Business combinations

The Group acquired Woori-IO (a medical

device distribution company) (referred as the “Acquiree” herein) as it executes on its business plan to further expand its

business by discovering and investing in innovative healthcare companies with cutting-edge technology and creating operating synergies

between subsidiaries.

As the Parent and the Acquiree former owners exchanged only equity interests in business combination transactions

and the acquisition-date fair value of the Parent’s equity interests could not reliably be measured, the Parent determined the amount

of goodwill by using the acquisition-date fair value of the Acquiree equity interests instead of the acquisition-date fair value of the

shares transferred.

Woori IO Co., Ltd.

(“Woori IO”),

acquired in 2026, is considered to be a medical device and digital health platform company, which differs from companies that rely solely

on a single product or limited pipeline.

Woori IO develops noninvasive biosensing technologies for glucose monitoring and broader health

applications, including a proprietary near-infrared spectroscopy (“NIRS”)-based system designed for integration into wearable

In line with the “hub-and-spoke”

business model of OSR Holdings, Inc., the Parent, through its subsidiary, has obtained control over Woori IO’s biosensing platform,

enabling expansion into digital health, wearable technologies, and related applications.

The multi-use nature of the platform and expected

synergies from integration support the recognition of goodwill in connection with the acquisition.

Details of business combinations that

occurred for the three months ended March 31, 2026 and 2025 are as follows:

For the three months ended March 31, 2026

Ownership Total

Acquiree Main business Acquisition date (%) consideration

Woori-IO New drug development, etc.

January 1, 2026 100.0 % $ 10,453,116

Business combination in 2026 –

Details of identifiable assets and

liabilities and goodwill, which are recognized as the result of the acquisition of Woori-IO completed during the three months ended March

31, 2026 are set forth in the table below.

Fair value of total identifiable assets:

Current assets:

Cash and cash equivalents

Trade and other receivables

Non-current assets:

Equipment and vehicles

Right-of-use assets

Intangible assets

Fair value of total identifiable liabilities:

Current liabilities:

Trade and other payables

Lease liabilities

Current other liabilities

Non-current liabilities:

Severance payment

Deferred tax liabilities

Fair value of identifiable net assets

Deferred tax liabilities

( 1,444,655 )

Purchase consideration transferred (*)

For the three months ended March 31,

2026, the Group’s condensed consolidated statement of operations included $ 42,575 of operating loss, which included $ 15,070 of wages

and salaries, from Woori-IO.

The acquisition-date fair value of

Woori-IO was measured using the Discount Cash Flow (“DCF”) method and the Risk adjusted Net Present Value (“r-NPV”)

method by outside valuation professionals.

Key estimations and assumptions used in measuring the fair value of Woori-IO are as follows:

● 16.02 % of discount rate (Weighted Average Cost

WACC) used in discounting operating cashflows

technology will generate operating revenue for 20 years

(*1) OSR ordinary shares issued for purchase consideration of $ 10,453,116

is 84,338 shares at $ 124 per share.

The number of OSR ordinary shares to be issued was determined based on negotiation with former owners

(24) Commitment and contingencies

The Group has no pending litigation

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

cases arising in the ordinary course of business as of March 31, 2026 and December 31, 2025.

The Parent has entered into various contractual

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

commitments related to the acquisition of VAXIMM including a future financial obligation of CHF 28,898 underlying as of March 31, 2026.

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

14 unchanged sentences

The Group has evaluated subsequent

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

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

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

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

comprehensive share exchange with OSR Holdings Co., Ltd.

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

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

interest rate of 7 %.

events from the balance sheet date through May 8, 2026, the date at which the condensed consolidated financial statements were available

to be issued.

On April 29, 2026, the Company and Vaximm entered

into a definitive Global Exclusive License Agreement with BCME, pursuant to which BCME was granted an exclusive, worldwide, sublicensable

license to develop and commercialize VXM01.

The agreement provides for potential milestone payments of up to approximately $ 815 million,

as well as additional economic terms, including an equity participation right in the form of a put option held by the Company, pursuant

to which the Company may require BCME to purchase shares of its common stock under specified conditions.

In connection with the foregoing

transaction, the parties also entered into a Pledge Agreement pursuant to which BCME and its affiliates pledged their OSR Holdings, Inc.

common stock to the Company as collateral security for BCME’s milestone payment obligations under the Global Exclusive License Agreement.

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

What changed 10-Q

Item 1. Financial Statements