8-K/A - OSR Holdings, Inc. | StockGist

AI Analysis

AI-generated analysis. Always verify with the original filing.

OSR Holdings entered a binding term sheet for a Global License Agreement for VXM01, involving up to $30M development financing and up to $815M in milestone payments payable to OSRH.

Key Takeaways

1OSR Holdings will provide a $30M development financing facility to Vaximm AG for VXM01 clinical development.

2BCM Europe AG will pay up to $815M in milestones directly to OSR Holdings upon clinical and regulatory achievements.

3The agreement grants BCM Europe exclusive worldwide rights to VXM01 for all indications.

4OSR Holdings retains an option to issue $15M of common stock to BCM Europe at $10.00 per share.

5The transaction is a related-party transaction requiring an independent third-party fairness opinion.

6Parties target execution of the definitive agreement by April 30, 2026.

Current Report Details

Event Type

Exhibits Only

Disclosure

Amendment

Variant

8-K/A

Items Reported

9.01

. Financial Statements and Exhibits** (d) Exhibits **EXHIBIT INDEX** | Exhibit No. | | Description | |---|---|---| | 10.1 | | Global License Agreement for VXM01

Exhibits Only

Transaction Details

Material Agreement

Agreement: Binding Term Sheet for Global License Agreement for VXM01
Parties: OSR Holdings, Inc., Vaximm AG, BCM Europe AG

•OSR Holdings to provide up to $30,000,000 development financing facility to Vaximm AG.
•BCM Europe AG to pay up to $815,000,000 in milestone payments directly to OSR Holdings, Inc.
•Grant of exclusive, worldwide, sublicensable rights to VXM01 for all indications to BCM Europe AG.
•Royalties from Ultimate Licensee pass through to OSR Holdings after Negative Milestone Delta recovery.
•OSR Holdings option to issue up to $15,000,000 common stock to BCM Europe AG at $10.00 per share.
•Transaction subject to independent third-party fairness opinion.
•Exclusivity period of 120 days to finalize Definitive Agreement.
•Target execution date for Definitive Agreement is April 30, 2026.

Exhibits (2)

10.1

GLOBAL LICENSE AGREEMENT FOR VXM01, DATED MARCH 23, 2026, BETWEEN VAXIMM AG, OSR HOLDINGS, INC. AND BCM EUROPE AG (CORRECTED VERSION)

8-K/A

AMENDMENT NO. 1 TO FORM 8-K