v3.26.1
Business Combinations
 6 Months Ended
Jun. 30, 2026
Business Combinations [Abstract]  
Business combinations
(23)Business combinations

 

The Group acquired Woori-IO (a medical device distribution company) (referred as the “Acquiree” herein) as it executes on its business plan to further expand its business by discovering and investing in innovative healthcare companies with cutting-edge technology and creating operating synergies between subsidiaries. As the Parent and the Acquiree former owners exchanged only equity interests in business combination transactions and the acquisition-date fair value of the Parent’s equity interests could not reliably be measured, the Parent determined the amount of goodwill by using the acquisition-date fair value of the Acquiree equity interests instead of the acquisition-date fair value of the shares transferred.

 

Woori IO Co., Ltd. (“Woori IO”), acquired in 2026, is considered to be a medical device and digital health platform company, which differs from companies that rely solely on a single product or limited pipeline. Woori IO develops non-invasive biosensing technologies for glucose monitoring and broader health applications, including a proprietary near-infrared spectroscopy (“NIRS”)-based system designed for integration into wearable devices.

In line with the “hub-and-spoke” business model of OSR Health, Inc., the Parent, through its subsidiary, has obtained control over Woori IO’s biosensing platform, enabling expansion into digital health, wearable technologies, and related applications. The multi-use nature of the platform and expected synergies from integration support the recognition of goodwill in connection with the acquisition.

 

Details of business combinations that occurred for the six months ended June 30, 2026 and 2025 are as follows:

  

      For the six months ended
June 30, 2026		 
         Ownership   Total 
Acquiree  Main business  Acquisition date  (%)   consideration 
Woori-IO  Blood glucose monitor, etc  January 1, 2026   100.0%   10,453,116 

 

Business combination in 2026 – Woori-IO

 

Details of identifiable assets and liabilities and goodwill, which are recognized as the result of the acquisition of Woori-IO completed during the six months ended June 30, 2026 are set forth in the table below.

 

   Woori-IO 
Fair value of total identifiable assets:    
Current assets:    
Cash and cash equivalents   10,982 
Trade and other receivables   56,497 
Inventories   224,406 
Other assets   64,810 
Non-current assets:     
Equipment and vehicles   1,829 
Right-of-use assets   10,020 
Intangible assets   25,604 
    394,148 
Fair value of total identifiable liabilities:     
Current liabilities:     
Trade and other payables   371,951 
Lease liabilities   506,594 
Current other liabilities   14,852 
Non-current liabilities:     
Severance payment   65,986 
Deferred tax liabilities   508,733 
    1,468,116 
Fair value of identifiable net assets   (1,073,968)
Patent   6,566,615 
Goodwill   6,405,124 
Deferred tax liabilities   (1,444,655)
Purchase consideration transferred (*)   10,453,116 

 

For the six months ended June 30, 2026, the Group’s condensed consolidated statement of operations included $90,140 of operating loss, which included $29,760 of wages and salaries, from Woori-IO.

The acquisition-date fair value of Woori-IO was measured using the Discount Cash Flow (“DCF”) method and the Risk adjusted Net Present Value (“r-NPV”) method by outside valuation professionals. Key estimations and assumptions used in measuring the fair value of Woori-IO are as follows:

 

●16.02% of discount rate (Weighted Average Cost of Capital: WACC) used in discounting operating cashflows

 

●Patent technology will generate operating revenue for 20 years

 

(*1) OSRK ordinary shares issued for purchase consideration of $10,453,116 is 84,338 shares at $124 per share. The number of OSRK ordinary shares to be issued was determined based on negotiation with former owners of Woori-IO.