OSR Holdings, Inc. 8-K

What Happened OSR Holdings, Inc. announced on April 7, 2026 (reported on Form 8‑K filed April 9, 2026) that it entered Amendment No. 2 to its Common Stock Purchase Agreement with White Lion Capital (White Lion) and separately issued a Senior Secured Convertible Promissory Note for $1,055,555.55 to White Lion. As part of the transaction the company received $500,000 cash and White Lion agreed to reduce and effectively cancel $2,019,290 of amounts outstanding under an existing warrant.

Key Details

• Amendment No. 2 (dated April 7, 2026) adds new purchase mechanisms allowing OSR to submit intraday and fixed purchase notices to White Lion: intraday purchases at 90% of the trading-day VWAP; fixed purchases at 90% of the 3‑day VWAP.
• The amendment includes a threshold-price adjustment (for certain notices) where, if the market price falls to or below a specified threshold during the valuation period, the purchase price may be 99% of that threshold. Settlements generally occur within one business day after the valuation period or notice date.
• Note issued: Senior Secured Convertible Promissory Note for $1,055,555.55; OSR received $500,000 cash plus cancellation of a $2,019,290 warrant.
• Note terms: 5% annual interest, nine‑month maturity, holder-convertible (holder’s option) at $1.00 per share (subject to adjustment) or, in some cases, a discounted market-based price; conversion not permitted until six months after issuance unless an Event of Default; conversion subject to a beneficial ownership cap (generally 4.99%, increaseable to 9.99% with notice). The Note is a senior secured obligation, secured by substantially all company assets.
• Securities were issued in a private placement relying on exemptions from registration (Section 4(a)(2) and/or Rule 506); White Lion represented it is an accredited investor.

Why It Matters This filing shows OSR raising near-term capital ($500K cash) while eliminating a $2.02M warrant overhang that could have diluted shareholders if exercised. The convertible note is secured and short-dated (nine months) with a relatively low interest rate (5%), but it allows White Lion to convert into equity (subject to caps) after six months, which could affect share count if converted. The amendment to the stock purchase agreement also gives OSR additional mechanisms to sell shares into the market through pre-negotiated VWAP-based notices, which may impact trading liquidity and potential dilution depending on use. All securities were issued in a private placement and remain subject to resale restrictions.