{"url_path":"/sec/osrhw/8-k/2026-06-02/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-02","source_url":"https://www.sec.gov/Archives/edgar/data/1840425/0001213900-26-064037-index.html","accession_number":"0001213900-26-064037","cik":"0001840425","ticker":"OSRH","issuer_name":"OSR Health, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1840425/0001213900-26-064037-index.html","primary_entity_key":"0001840425","primary_entity_name":"OSR Holdings, Inc."},"word_count":583,"has_tables":true,"body_markdown":"**Item 1.01. Entry into a Material Definitive Agreement.**\n\n \n\n**Asset Purchase Agreement**\n\n \n\nOn May 27, 2026, OSR Holdings, Inc. (the “Company”) entered\ninto an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Vaximm AG (“Vaximm”), a clinical-stage\nbiopharmaceutical company organized under the laws of Switzerland. Vaximm is an indirect subsidiary of the Company, and the Asset Purchase\nAgreement constitutes a related party transaction with respect to the Company.\n\n \n\nThe Asset Purchase Agreement was contemplated by, and entered into\nin connection with, the Global Exclusive License Agreement, dated April 29, 2026 (the “License Agreement”), among the Company,\nVaximm and BCM Europe AG (“BCME”), pursuant to which Vaximm granted BCME an exclusive, worldwide license to develop, manufacture\nand commercialize products based on VXM01, an oral DNA-based cancer immunotherapy. The License Agreement was previously described in,\nand filed as an exhibit to, the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 30, 2026.\n\n \n\nThe Asset Purchase Agreement is intended to transfer outright ownership\nof the underlying intellectual property from Vaximm to the Company, so that the Company becomes the direct holder of such assets and the\ndirect beneficiary of any future milestone and royalty payments arising therefrom.\n\n \n\nPursuant to the Asset Purchase Agreement:\n\n \n\n●Vaximm agreed to sell, and the Company agreed to purchase, free and clear of all encumbrances, all of Vaximm’s right, title\nand interest in and to the VXM01 intellectual property family (including the patents and patent applications, know-how, regulatory filings\nand clinical data relating to VXM01) and certain related assigned contracts (collectively, the “Purchased Assets”).\n\n \n\n●The aggregate purchase price for the Purchased Assets is $30,000,000 (the “Purchase Price”), reflecting the fair market\nvalue of the Purchased Assets.\n\n \n\n●The Purchase Price becomes due and payable in full on the date on which the first milestone payment is triggered under the License\nAgreement (the “Full Payment Due Date”), which is the completion of a Phase 2 clinical study of VXM01 in either glioblastoma\n(GBM) or pancreatic ductal adenocarcinoma (PDAC). The Company may, in its sole discretion, make one or more voluntary partial payments\nprior to that date, each of which reduces the outstanding balance of the Purchase Price on a dollar-for-dollar basis.\n\n \n\n●The closing of the transaction will occur upon full payment of the first milestone payment, subject to the satisfaction or waiver\nof customary closing conditions, including the delivery of an intellectual property assignment and related transfer instruments.\n\n \n\n●A payment default arises solely if the Company fails to pay the outstanding balance of the Purchase Price on the Full Payment Due\nDate; no failure to make a voluntary partial payment constitutes a default. Any payment default is subject to a good faith resolution\nprocedure between the parties before the seller may pursue other remedies, and no payment default affects the validity of the transfer\nof the Purchased Assets to the Company.\n\n \n\n●The Asset Purchase Agreement may be terminated by either party if the closing has not occurred by December 31, 2027, subject to customary\nexceptions.\n\n \n\nThe Asset Purchase Agreement also contains customary provisions relating\nto representations and warranties, covenants, intellectual property registration and maintenance, indemnification, confidentiality, and\ndispute resolution, and is governed by the laws of Switzerland.\n\n \n\nThe foregoing description of the Asset Purchase Agreement does not\npurport to be complete and is qualified in its entirety by reference to the full text of the Asset Purchase Agreement, which is filed\nas Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.\n\n \n\n1"}