UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 513, 2026

OSR HOLDINGS, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-41390	84-5052822
(State or Other Jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification No.)

10900 NE 4th Street, Suite 2300, Bellevue, WA		98004
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code (425) 635-7700

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.0001 per share	OSRH	The Nasdaq Stock Market LLC
Redeemable warrants, exercisable for shares of common stock at an exercise price of $11.50 per share	OSRHW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 37.01. ~~Notice~~Regulation ofFD ~~Delisting or Failure to Satisfy a Continued Listing Rule or Standard~~Disclosure.

OnPursuant ~~March~~to 5,Regulation ~~2026,~~FD ~~OSR~~promulgated ~~Holdings,~~under ~~Inc. (~~the ~~“Company”) received~~ aSecurities ~~written~~Exchange ~~notice~~Act ~~from~~of ~~the~~1934, ~~Listing~~as ~~Qualifications~~amended, ~~Department~~— ofOSR ~~The~~Holdings, ~~Nasdaq~~Inc. ~~Stock~~(NASDAQ: ~~Market~~OSRH) ~~LLC~~ (~~“Nasdaq”)~~"OSR ~~notifying~~Holdings" or the "Company") ~~that~~is ~~Nasdaq~~hereby ~~has~~making ~~granted~~publicly ~~the~~available ~~Company~~certain aninformation ~~additional~~regarding ~~180~~the ~~calendar~~business ~~day~~development ~~period,~~activities orof ~~until~~its ~~August~~drug ~~31,~~development ~~2026~~subsidiary, ~~to regain compliance with Nasdaq~~ ~~Listing~~Vaximm ~~Rule~~AG ~~5550~~(a"Vaximm")~~(2)~~, ~~which~~that ~~requires~~was ~~listed~~inadvertently ~~securities~~referenced toduring ~~maintain~~a meeting with a ~~minimum~~sell-side ~~bid~~research ~~price~~analyst ofon ~~$1.00~~March ~~per~~13, ~~share~~2026.

As previously disclosed, on September 5, 2025, the Company received notice from Nasdaq that the closing bid price of the Company’s common stock had fallen below the required minimum bid price of $1.00 per share for 30 consecutive business days and that the Company had been provided an initial 180 calendar day compliance period, or until March 4, 2026, to regain compliance.Background

~~Nasdaq~~On ~~determined~~the ~~that~~morning ~~the~~of ~~Company~~March is13, ~~eligible~~2026, ~~for~~members ~~the~~of ~~additional~~OSR Holdings' ~~compliance~~management conducted an introductory investor relations call with a healthcare analyst at a New York-based investment bank. ~~period~~During ~~because~~this call, while the ~~Company~~Chief ~~meets~~Executive ~~the~~Officer ~~continued~~of ~~listing~~OSR ~~requirement~~Holdings ~~for~~was presenting on the ~~market~~business ~~value~~development activities of ~~publicly~~Vaximm ~~held~~as part ~~shares~~of the Company's broader strategic overview, certain information regarding Vaximm and ~~all~~SillaJen, ~~other~~Inc. ~~applicable requirements~~("SillaJen"), ~~for~~a ~~initial~~publicly-listed biopharmaceutical ~~listing~~company onin ~~the~~South ~~Nasdaq~~Korea ~~Capital~~(KOSDAQ: ~~Market~~215600), was inadvertently referenced before being made publicly available. The Company is furnishing this Item 7.01 disclosure in accordance with ~~the~~Regulation ~~exception~~FD ofto ~~the~~ensure ~~minimum~~that ~~bid~~such ~~price~~information ~~requirement~~is broadly available to all investors, potential investors, and the public.

IfPexa-Vec atLicensing any time during this additional compliance period the closing bid price of the Company’s common stock is at least $1.00 per share for a minimum of 10 consecutive business days, Nasdaq will provide written confirmation that the Company has regained compliance with the minimum bid price requirement.Discussion

~~The~~Vaximm ~~Company~~is ~~intends~~currently toin ~~monitor~~active negotiations with SillaJen regarding a potential licensing arrangement involving Pexa-Vec, a clinical-stage oncolytic immunotherapy being developed by SillaJen for the ~~closing~~treatment ~~bid~~of ~~price~~Renal Cell Carcinoma ("RCC") and currently in a Phase 2 clinical study under the U.S. Food and Drug Administration ("FDA") regulatory framework. While these negotiations are ongoing, no binding term sheet, letter of ~~its~~intent, ~~common~~or definitive agreement ~~stock~~has ~~and~~been executed with respect to any such licensing arrangement. There can be no assurance that these negotiations will ~~consider~~result ~~available~~in ~~options~~a todefinitive agreement ~~regain~~or ~~compliance~~that ~~with~~any ~~Nasdaq’s~~licensing ~~minimum~~transaction ~~bid~~will ~~price~~be ~~requirement~~consummated on the terms currently being discussed, or at all.

~~Item~~Preliminary ~~9.01.~~Discussions ~~Financial~~Regarding ~~Statements~~SillaJen Controlling ~~and Exhibits~~Stake

~~None~~Separately, OSR Holdings wishes to disclose that its management has had preliminary and exploratory verbal discussions with the management of SillaJen regarding a potential acquisition by OSR Holdings of a controlling interest in SillaJen, representing approximately 16% of SillaJen's total outstanding shares of common stock. These discussions are at a very early and exploratory stage. No specific deal structure, transaction terms, financing arrangements, or binding documentation of any kind has been agreed upon or executed in connection with any such potential acquisition. There can be no assurance that these preliminary discussions will lead to any definitive agreement or that any transaction will be consummated.

1Cautionary Note

~~SIGNATURE~~The Company wishes to emphasize that both matters described above — the Pexa-Vec licensing negotiation and the preliminary discussions regarding the SillaJen controlling stake — remain subject to further negotiation, due diligence, regulatory considerations, and the execution of definitive agreements. Neither matter has reached a stage at which the Company would ordinarily make a public announcement, and this Item 7.01 information is being furnished solely in accordance with the Company's obligations under Regulation FD to ensure equal and broad public access to information. The Company does not intend to provide further updates on either matter unless and until there are material developments that independently warrant public disclosure, or as otherwise required by applicable law or regulation.

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~1

~~Dated:~~Forward-Looking ~~March 10, 2026~~Statements

~~OSR~~This ~~HOLDINGS~~Item 7.01 contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. These statements, ~~INC~~which express Company management’s current views concerning future business, events, trends, contingencies, financial performance, or financial condition, appear at various places in this communication and may use words like “aim,” “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “future,” “goal,” “intend,” “likely,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “see,” “seek,” “should,” “strategy,” “strive,” “target,” “will,” and “would” and similar expressions, and variations or negatives of these words. Examples ~~By:~~of /forward-looking statements include, among others, statements we make regarding our expectations around the Pexa-Vec licensing negotiation and the preliminary discussions regarding a potential SillaJen controlling stake. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on management’s/ ~~Kuk~~current ~~Hyoun~~beliefs, ~~Hwang~~expectations, ~~Name:~~and ~~Kuk~~assumptions regarding ~~Hyoun~~the ~~Hwang~~future ~~Title:~~of ~~Chief~~our ~~Executive~~business, ~~Officer~~future plans and strategies, projections, anticipated events and trends, the economy, and other future conditions. Because forward-looking statements relate to the future, they are difficult to predict and many of which are outside of our control. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include those factors discussed under the caption “Risk Factors” in our 2025 annual report on Form 10-K, along with our other filings with the U.S. Securities and Exchange Commission (“SEC”). However, those factors should not be considered to be a complete statement of all potential risks and uncertainties. Additional risks and uncertainties not known to us or that we currently deem immaterial may also impair our business operations. Forward-looking statements are based only on information currently available to our management and speak only as of the date of this communication. We do not assume any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws. Please consult our public filings with the SEC or on our website at www.osr-holdings.com.

2No Incorporation by Reference

The information in this Item 7.01 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any registration statement or other filing pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: March 16, 2026

OSR HOLDINGS, INC.

By:	/s/ Kuk Hyoun Hwang
	Name:	Kuk Hyoun Hwang
	Title:	Chief Executive Officer

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