Business Context and Reporting Period
This Form 8-K Current Report was filed by OSR Holdings, Inc. on April 9, 2026, covering events that occurred on April 7, 2026. The filing details the entry into material definitive agreements with White Lion Capital, LLC, d/b/a White Lion GBM Innovation Fund ("White Lion"), specifically an amendment to an existing Common Stock Purchase Agreement and the issuance of a new Senior Secured Convertible Promissory Note.
Key Financial Metrics and Transaction Details
- New Debt Instrument: Issuance of a Senior Secured Convertible Promissory Note with a principal amount of $1,055,555.55.
- Interest Rate: 5% per annum.
- Maturity: Nine months from the issuance date (April 7, 2026).
- Cash Proceeds: $500,000 received in cash upon issuance.
- Warrant Reduction: $2,019,290 of outstanding warrant obligations held by White Lion were cancelled in exchange for the Note, effectively eliminating this warrant overhang.
- Conversion Terms: Convertible at the holder's option into common stock at a fixed price of $1.00 per share (subject to adjustment) or a discounted market-based price. Conversion is restricted until the six-month anniversary unless an Event of Default occurs.
- Security: The Note is a senior secured obligation backed by substantially all of the Company's assets.
- Beneficial Ownership Limit: Conversion is capped at 4.99% of outstanding common stock, extendable to 9.99% upon notice.
Material Changes and Agreements
Amendment No. 2 to Common Stock Purchase Agreement (ELOC Amendment):
- Introduced new purchase mechanisms allowing the Company to deliver "intraday purchase notices" (based on 90% of the day's VWAP) and "fixed purchase notices" (based on 90% of the VWAP over the preceding three business days).
- Settlement generally occurs within one business day following the valuation period.
- Added threshold price adjustment provisions where the purchase price may be based on 99% of a specified threshold price if the market price falls to or below that threshold.
Debt Structure Change:
The Company shifted from a warrant-based obligation to a secured debt instrument. While the Company received only $500,000 in immediate cash, the transaction removed $2.02 million in potential equity dilution from the warrant overhang.
Outlook, Risks, and Contingencies
- Collateral Risk: The Note is secured by substantially all of the Company's assets, which limits the Company's ability to pledge these assets for other financing.
- Conversion Risk: The fixed conversion price of $1.00 per share could result in significant dilution if the market price of the stock exceeds this level upon conversion.
- Liquidity: The transaction provides immediate liquidity of $500,000 and establishes a mechanism for future equity purchases via the amended ELOC agreement.
- Regulatory Status: The securities were issued in a private placement exempt from registration under Section 4(a)(2) and Rule 506 of Regulation D. Shares issuable upon conversion are subject to resale restrictions under Rule 144.
Investor Verification Checklist
- Verify the current market price of OSR Holdings common stock relative to the $1.00 fixed conversion price to assess potential dilution impact.
- Confirm the total outstanding debt load post-issuance and the Company's ability to service the 5% interest and principal repayment in nine months.
- Review the full text of the ELOC Amendment (Exhibit 10.1) to understand the specific conditions and limits on the new intraday and fixed purchase notices.
- Assess the impact of the asset lien on future financing options or operational flexibility.
- Check for any subsequent filings regarding the utilization of the new purchase notice mechanisms under the amended agreement.