OSR Health amends VXM01 license to allow up to $15,000,000 in convertible notes

The amendment and the note option

OSR Health, Inc., its subsidiary Vaximm AG and BCM Europe AG signed Amendment No. 1 to their Global Exclusive License Agreement for VXM01 on October 15, 2026. The original license is effective April 29, 2026. Under it, OSR holds a put option, called the Equity Option, that requires BCM Europe AG to buy up to $15,000,000 of OSR's common stock.

The amendment lets OSR change all or part of the unexercised Equity Option into convertible notes, up to $15,000,000 less any amounts already settled under the option. BCM Europe AG is required to take those notes at par, or arrange for a third party to buy them. The equity option ends for the amount elected. In short, the company trades a right to sell stock for a right to issue debt that converts into stock.

The amendment also records that the Nasdaq Staff issued a delisting determination on August 19, 2026. The parties agree that this is a material subsequent development affecting settlement of the Equity Option, and they agree the note rights apply whether or not that determination is later stayed, extended, conditionally granted or followed by relisting.

Conversion prices and closing conditions

The notes would be issued in four tranches of $3,750,000 each. Each tranche converts into OSR common stock at a fixed price of about $2.00, $3.00, $4.00 or $5.00 a share. If the Minimum Price under Nasdaq Rule 5635 on the date of the purchase commitment is above a tranche's conversion price, that tranche's price becomes the Minimum Price. The conversion prices are not subject to reset.

BCM Europe AG must name the purchaser and deliver that purchaser's binding commitment with or before the election notice. Closing cannot happen sooner than 20 business days after the notice. If the purchase does not close within 10 business days after the scheduled closing date, the notice is deemed withdrawn, the Equity Option comes back in full for the elected amount, and the exercise window is extended by the time that has passed.

The 8-K states no interest rate, maturity or security for the notes. It also does not describe how the company would use the proceeds, and it names no placement agent or advisor.

The company and its cash

OSR describes itself as a global healthcare holding company with operations in South Korea and Switzerland and an office in the United States. Its subsidiaries work on oral T-cell immunotherapies, recombinant biologics for bone and cartilage regeneration, and neurovascular surgical devices. The company says it hopes to realize liquidity through sales of its subsidiaries from time to time.

The money is thin. The annual report shows revenue of $2.9 million for 2025, down from $3.5 million for 2024. Research and development expense was $318,446 for 2025, against $161,155 for 2024. Cash used in operations rose to $4.3 million in 2025 from $1.8 million in 2024. The 2024 net loss was $2.4 million.

Cash is the constraint. Year-end cash and cash equivalents were $1.7 million for 2025, according to a 10-Q filed August 14, 2026, and $341,543 for 2024. At June 30, 2026, cash and cash equivalents were $1.5 million, per the company's 10-Q. Against $4.3 million of operating cash use in 2025, that is a small cushion, and the company now has a delisting determination from Nasdaq on its record.

What comes next

The notes are an option, not a commitment. OSR must choose to make the election, and BCM Europe AG must line up a purchaser. Until then, the $15,000,000 equity option stays in place, and the 8-K does not give its price or the number of shares it would cover.

The delisting determination adds a second question. The amendment says the note rights hold whether or not the determination is later stayed, extended or followed by relisting, so the note option does not depend on how the Nasdaq matter ends, and the company's listing status stays unresolved.

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