OSR Health, Inc. (OSRH) filed a Current Report on Form 8-K on October 15, 2026, announcing an amendment to a Global Exclusive License Agreement. The amendment, dated October 15, 2026, was entered into by OSR Health, its wholly owned subsidiary Vaximm AG, and BCM Europe AG (BCME).
The original agreement, effective April 29, 2026, granted OSR Health a put option (the Equity Option) to require BCME to purchase up to $15,000,000 of the Company’s common stock. The amendment introduces a new Section 6.10 titled 'Alternative Settlement (Convertible Note Option).' This section allows OSR Health to elect to settle the unexercised portion of the Equity Option by issuing Convertible Notes instead of common stock.
Under the terms of the amendment, OSR Health may issue Convertible Notes with an aggregate principal amount of up to $15,000,000 (less amounts previously settled). These notes will be issued in four tranches of $3,750,000 each. The conversion prices for these tranches are fixed at approximately $2.00, $3.00, $4.00, and $5.00 per share, respectively. However, if the Minimum Price on the date of the purchase commitment exceeds the conversion price of a specific tranche, that tranche’s conversion price will be adjusted to the Minimum Price.
The amendment also addresses the timing of the transaction. BCME must provide a binding commitment to purchase the notes by the time OSR Health issues a written notice of election. The closing of the transaction is scheduled to occur no fewer than twenty Business Days after the election notice. The amendment notes that the delisting determination issued by the Nasdaq Staff on August 19, 2026, is a material subsequent development affecting the settlement of the Equity Option. A copy of the Amendment No. 1 is filed as Exhibit 10.1 to this report.
