OSR Holdings, Inc.

OSR Holdings, Inc., alongside its wholly-owned subsidiary Vaximm AG, has entered into a binding Term Sheet with BCM Europe AG, its largest shareholder, revising the prior licensing structure for the VXM01 oral cancer immunotherapy. This updated framework positions OSRH directly as the primary recipient of up to $815 million in milestone payments tied to clinical, regulatory, and commercial progress, which are weighted toward key Phase 2/3 and approval milestones consistent with oncology standards. In exchange, OSRH commits a $30 million development financing facility to Vaximm, drawable as needed, replacing prior upfront payments. BCME, acting as intermediary, will fund development and pursue an ultimate global pharma partner, passing through 100% of royalties to OSRH post-recovery of its milestone outlays plus a 15% annual preferred return via a delta-recovery mechanism. This direct cash flow to OSRH enhances liquidity for the public entity while Vaximm retains IP ownership. An equity option allows OSRH to issue up to 15 million shares at a $1.00 premium to current prices, signaling BCME's long-term alignment without immediate dilution. As a related-party transaction, binding effectiveness hinges on an independent fairness opinion assessing fairness to Vaximm, OSRH, and shareholders against market benchmarks. Execution of the definitive Global License Agreement targets April 30, 2026, post-due diligence and approvals, with Swiss law governing.