Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement

On March 27, 2026, OSR Holdings, Inc. (the "Company" or "OSRH"), together with its wholly-owned subsidiary Vaximm AG ("Vaximm"), entered into a Binding Term Sheet (the "Term Sheet") with BCM Europe AG ("BCME") relating to a revised global exclusive license arrangement for VXM01.

The Term Sheet supersedes and replaces in its entirety the prior binding term sheet dated January 13, 2025 between Vaximm and BCME.

Under the revised structure, the Company has been introduced as a direct counterparty to the Term Sheet alongside Vaximm and will serve as the primary recipient of milestone and royalty payments under the arrangement.

Pursuant to the Term Sheet, Vaximm will grant, upon closing of the definitive license agreement, BCME an exclusive, worldwide, sublicensable license to develop and commercialize VXM01. BCME will be responsible for up to $815.0 million in milestone payments, payable directly to the Company. In addition, the Company will provide Vaximm with a development financing facility of up to $30.0 million.

Execution of a definitive agreement remains subject to customary conditions, including completion of due diligence, board approvals and receipt of an independent fairness opinion.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Term Sheet, which is filed as Exhibit 10.1 hereto.