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OSR Health agrees to buy VXM01 assets from Vaximm for $30,000,000

Tickers OSRH

The $30,000,000 price is due in full on completion of a Phase 2 study of VXM01, and the company may make voluntary partial payments before then.

Key facts

Company
OSR Health, Inc. (OTC: OSRH)
News type
Company Updates
Primary source
OSR Health, Inc. 8-K (2026-06-02)
Laboratory flasks filled with white solution. CC0, via rawpixel. The picture shows the field, not the companies named.

OSR Health, Inc. reported in a Form 8-K dated May 27, 2026, filed June 2, 2026, that it entered into an Asset Purchase Agreement with Vaximm AG, a clinical-stage biopharmaceutical company organized under Swiss law. Vaximm is an indirect subsidiary of the company, so the agreement is a related party transaction. The filing reports the agreement under Item 1.01, entry into a material definitive agreement, and attaches it as Exhibit 10.1.

Under the agreement, Vaximm agreed to sell, and the company agreed to buy, all of Vaximm's right, title and interest in the VXM01 intellectual property family. That includes the patents and patent applications, know-how, regulatory filings and clinical data relating to VXM01, along with certain assigned contracts. The sale is free and clear of all encumbrances. The filing says the company intends the transfer to make it the direct holder of those assets and the direct beneficiary of any future milestone and royalty payments.

The price and payment terms

The aggregate purchase price is $30,000,000, which the filing says reflects the fair market value of the purchased assets. The price becomes due in full on what the agreement calls the Full Payment Due Date. That date is the completion of a Phase 2 clinical study of VXM01 in either glioblastoma or pancreatic ductal adenocarcinoma. The company may make one or more voluntary partial payments before that date, and each one reduces the outstanding balance dollar for dollar.

The closing occurs when the first milestone payment under the license agreement is paid in full, subject to customary closing conditions. Those conditions include delivery of an intellectual property assignment and related transfer documents. A payment default arises only if the company fails to pay the outstanding balance on the Full Payment Due Date. A failure to make a voluntary partial payment is not a default. Any payment default is subject to a good faith resolution procedure before the seller may pursue other remedies, and no payment default affects the validity of the transfer.

Either party may terminate the agreement if the closing has not occurred by December 31, 2027, subject to customary exceptions. The agreement is governed by Swiss law.

The license it accompanies

The purchase agreement was entered into in connection with a Global Exclusive License Agreement dated April 29, 2026, among the company, Vaximm and BCM Europe AG. Under that license, Vaximm granted BCM Europe an exclusive, worldwide license to develop, manufacture and commercialize products based on VXM01, an oral DNA-based cancer immunotherapy. The company first described the license in an 8-K filed April 30, 2026.

The company and its business

OSR Health describes itself as a global healthcare holding company with operations in South Korea and Switzerland and an office in the United States. Its annual report for 2025, filed March 31, 2026, says the company works through subsidiaries and subsidiary candidates, and it lists three subsidiaries, two with their own drug development pipelines. One of those subsidiaries develops oral T-cell immunotherapies, and another develops a design-augmented recombinant biologic for bone and cartilage regeneration. The third makes neurovascular surgical devices.

Financial position

SEC XBRL data show revenue of $2.9 million for fiscal 2025, compared with $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

The $30,000,000 price falls due in full only after a Phase 2 study of VXM01 is completed in glioblastoma or pancreatic ductal adenocarcinoma, and the filing does not say how the company will fund it. The filings show a small base: cash from operations was negative $4.3 million in 2025, revenue was $2.9 million, and year-end 2024 cash and cash equivalents were $341,543. The closing also waits on the first milestone payment under the license being paid in full. Either party may terminate if closing has not occurred by December 31, 2027. The filing says a missed final payment is a default, though it goes to a good faith resolution procedure first.

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