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Nasdaq tells OSR Health its loyalty CVR program will not adjust price

Tickers OSRH

In a verbal communication, Nasdaq said the Shareholder Loyalty CVR program will not trigger a mechanical price adjustment, OSR Health said on July 31, 2026.

Key facts

Company
OSR Health, Inc. (OTC: OSRH)
News type
Company Updates
Primary source
OSR Health, Inc. 8-K (2026-07-31)
Removing DNA from a microtube with a pipette. Photo: Maggie Bartlett, NHGRI, Public domain, via Wikimedia Commons. The picture shows the field, not the companies named.

OSR Health, Inc. said on July 31, 2026 that The Nasdaq Stock Market told the company, in a verbal communication, that its Shareholder Loyalty Contingent Value Rights program will not result in any mechanical adjustment to the price of its common stock. The company said the adjustment would not occur either when the CVRs are distributed or when additional shares are delivered to enrolled holders under the program. The announcement was made in a press release filed as Exhibit 99.1 to a Form 8-K.

According to the release, Nasdaq will not apply an ex-date or other downward adjustment to the OSRH share price in connection with the CVR distribution or the delivery of additional shares. The company describes the program as purely additive. Enrolled holders would receive additional shares at no cost as the program's price milestones are met, and the company says the value of its shares will be set by the market rather than adjusted by the exchange.

How the program works

Under the program, shareholders of record as of the record date, August 14, 2026, who complete enrollment are eligible to receive one CVR for each share of OSRH common stock they hold. Enrolled shareholders who keep holding their shares continuously may receive additional shares of common stock at no cost. Those deliveries depend on defined closing-price thresholds that are measured at four dates over the following twelve months. The release says details, eligibility and enrollment instructions for both U.S. and non-U.S. shareholders are available on the company's loyalty program page.

What Nasdaq's position does not cover

The company said its reference to Nasdaq's position relates solely to the exchange's treatment of the CVR distribution and related share deliveries for price-adjustment purposes. It does not constitute an endorsement of the program or of an investment in OSRH. The release also says the communication does not address the separate securities-law requirements for distributing the CVRs and delivering shares, which remain subject to the company's ongoing regulatory process, as previously disclosed.

The company and its business

OSR Health describes itself as a global healthcare holding company dedicated to advancing biomedical innovations in health and wellness. Through its subsidiaries, it works in immuno-oncology, regenerative biologics and medical device technologies. Its annual report for 2025, filed March 31, 2026, says the company holds operations in South Korea and Switzerland and an office in the United States, and it describes a hub-and-spoke model in which a central team works with subsidiary management.

The report lists three subsidiaries. Two have their own drug development pipelines, one in oral T-cell immunotherapies and one in a design-augmented recombinant biologic for bone and cartilage regeneration. The third makes neurovascular surgical devices. The subsidiaries held 10 patent families of issued patents and pending applications as of December 31, 2025, with anticipated expirations between 2032 and 2041.

Financial position

SEC XBRL data show revenue of $2.9 million for fiscal 2025 and $3.5 million for fiscal 2024. Research and development expense was $318,446 in 2025 and $161,155 in 2024. Cash from operations was negative $4.3 million in 2025 and negative $1.8 million in 2024. The fiscal 2024 net loss was $2.4 million, and year-end 2024 cash and cash equivalents were $341,543.

The risks ahead

Nasdaq's position is narrow. The release says it covers only price adjustment and is not an endorsement, and that the separate securities-law requirements for distributing the CVRs and delivering shares remain subject to the company's ongoing regulatory process. The release also lists risks: the program's holding-period and price conditions, the outcome and timing of that process, and continued listing on Nasdaq. Any additional shares depend on closing-price thresholds at four measurement dates. The company's finances are thin: cash from operations was negative $4.3 million in 2025, and revenue was $2.9 million against $3.5 million the year before. The next date in the release is the August 14, 2026 record date.

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