v3.26.1
Organization and Nature of Business
6 Months Ended
Jun. 30, 2026
Organization and Nature of Business [Abstract]  
Organization and nature of business
(1)Organization and nature of business

 

OSR Health, Inc. (the Company or OSR Health) and its subsidiaries (collectively the Group) are a global healthcare company dedicated to advancing healthcare outcomes and improving the quality of life for people and their families. The Group aims to build and develop a robust portfolio of innovative and potentially transformative therapies and healthcare solutions. The Group’s current operating businesses (through the five wholly owned subsidiaries) include (i) developing oral immunotherapies for the treatment of cancer, (ii) developing design-augmented biologics for age-related and other degenerative diseases and (iii) neurovascular intervention medical device and systems distribution in Korea, and (iv) developing non-invasive biosensing technologies for blood glucose monitoring in Korea. The Group’s vision is to acquire and operate a portfolio of innovative health-care related companies globally.

 

The Company (formerly known as Bellevue Life Sciences Acquisition Corp. or BLAC) was incorporated in Delaware on February 25, 2020. The Company was incorporated for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.

 

On February 14, 2025 (the “Closing Date”), the Company consummated its previously announced business combination (the “Business Combination”) with OSR Holdings Co., Ltd., a corporation organized under the laws of the Republic of Korea (“OSRK” or “the Parent”), pursuant to the Amended and Restated Business Combination Agreement dated May 23, 2024, as amended on December 20, 2024 (the “Business Combination Agreement”). The Business Combination Agreement was entered into among the Company, OSRK, and certain OSRK stockholders that executed joinder agreements thereto. In connection with the consummation of the Business Combination, the Company changed its name from “Bellevue Life Sciences Acquisition Corp. or BLAC” to “OSR Holdings, Inc.”

 

Effective June 11, 2026, the Company changed its corporate name from “OSR Holdings, Inc.” to “OSR Health, Inc.” The name change did not amend any other provision of the Company’s certificate of incorporation or alter the terms of the Company’s common stock or warrants, which continue to trade on The Nasdaq Stock Market LLC under the symbols “OSRH” and “OSRHW,” respectively.

 

The Business Combination was consummated on February 14, 2025, which, for accounting and reporting purposes under U.S. generally accepted accounting principles (US-GAAP), was treated as the equivalent of OSR Holdings Co., Ltd. exchanging its stock for the net assets of OSR Holdings, Inc., accompanied by an equity recapitalization of OSR Holdings, Inc, which was determined to fall within the scope of Accounting Standards Codification (ASC) 805 Business Combinations. OSR Holdings, Inc. was treated as the acquired company, and its net assets were stated at historical cost, with no goodwill or other intangible assets recorded. The excess of the fair value of shares exchanged to OSR Holdings, Inc. over the fair value of OSR Holdings, Inc’s identifiable net assets acquired represented compensation for the service of a stock exchange listing for its shares and was expensed as incurred. The identifiable net assets were negative $9.3 million, which consists of cash and cash equivalents ($1.2 million), current financial assets ($1.0 million), other assets ($0.1 million), accounts and other payable ($6.2 million), other current financial liabilities ($4.2 million), other liabilities ($1.2 million).

 

Details of shareholders as of June 30, 2026 are as follows:

 

Name of Shareholder  Number of
ordinary
share
   Percentage of
ownership
 
Bellevue Global Life Sciences Investors LLC   1,332,500    3.79%
Bellevue Capital Management Europe AG   8,612,636    24.52%
Bellevue Capital Management LLC   3,123,970    8.90%
Senyon Choe   3,953,574    11.26%
Others   18,096,012    51.53%
Total   35,118,692    100.00%

Details of investments in subsidiaries as of June 30, 2026 are as follows:

 

Name of subsidiary  Share capital   Percentage of
ownership
   Principal activities  Country of
incorporation
VAXIMM AG (“VAXIMM”)   707,884    100%  Biotech (drug development)  Switzerland
RMC Co., Ltd. (“RMC”)   22,705    100%  Medical device distribution  Republic of Korea
Darnatein Co., Ltd. (“Darnatein”)   4,195,048    100%  Biotech (drug development)  Republic of Korea
OSR Health, Inc. (“OSRI”)   3,299    100%  NASDAQ Listed Company  The United States
Woori-IO Co., Ltd. (“Woori-IO”)   288,326    100%  Medical device development  Republic of Korea

 

Key financial information of the subsidiaries at June 30, 2026 are as follows :

 

Name of subsidiary  Asset   Liability   Equity   Sales   Net Income
(loss)
 
VAXIMM AG  $244,068   $267,049   $(22,981)  $
—  
   $(359,739)
RMC Co.,Ltd   957,772    772,028    185,744    782,993    (111,213)
Darnatein Co.,Ltd   180,088    1,201,957    (1,021,869)   
—  
    (107,096)
OSR Health, Inc.(*1)   58,893,755    11,733,846    47,159,909    
—  
    1,044,681 
Woori-IO   276,956    1,382,582    (1,105,626)   16,734    (110,042)

 

(*1)Aforementioned above, the Company is treated as the acquired company under ASC 805 Business Combinations. As such, it is shown as subsidiary for the subsidiary investment details.

 

Summaries of entities, which are newly included in consolidation scope for the periods ended June 30, 2026 and 2025 are as follows:

 

 For the six months ended June 30, 2026
Name of subsidiary  Reason  Type of purchase consideration
Woori-IO Co.,Ltd.   Acquisition (*1)   Equity swap with shares of OSR Holdings Co.,Ltd.

 

(*1) The Parent acquired subsidiary in January 26, 2026 and accounted for the acquisitions at January 1, 2026, which is deemed the acquisition date.

 

For the six months ended June 30, 2025
Name of subsidiary  Reason  Type of purchase consideration
OSR Health, Inc.   Acquisition (*2)   Equity swap with shares of the Parent and OSR inc.’s share

 

(*2) The Parent acquired subsidiary in February 2025 and accounted for the acquisitions at March 31, 2025, which is deemed the acquisition date.