Arizona Tribune - OSR Holdings Updates $815 Million VXM01 Licensing Deal Structure to Capture Value at Parent Level

Under the new framework, OSR Holdings will become a direct counterparty to the licensing agreement alongside its Swiss subsidiary, Vaximm AG, and an investment vehicle sponsored by BCM Europe AG. As part of this restructuring, up to $815 million in milestone payments, excluding royalties, will be payable directly to OSR Holdings rather than at the subsidiary level, reducing reliance on upstream distributions and simplifying the flow of funds.

In parallel, OSR Holdings will provide a development financing facility of up to $30 million to Vaximm AG, which may be drawn as needed to support clinical development of VXM01. This replaces the previous structure in which upfront payments were made directly by the BCME-sponsored fund to the subsidiary. The drawdown structure allows Vaximm to access capital in line with actual clinical program needs, improving capital efficiency across the organization.

The revised structure is expected to enhance value for OSR Holdings shareholders through:

• Direct parent-level value capture from milestone and royalty payments

• Reduced reliance on subsidiary-level distributions, simplifying the flow of funds

• Improved capital efficiency through drawdown-based development funding

• Centralized control over capital allocation at the OSR Holdings level

"This revised structure enables us to capture the full economic potential of VXM01 at the OSR Holdings level while funding its development in a disciplined, capital-efficient way," said Peter Hwang, CEO of OSR Holdings. "We believe it positions us to translate clinical progress more directly into shareholder value, which is critical as we advance VXM01 into later-stage development."

OSR Holdings also retains an option to issue up to $15 million of common stock to the BCME fund at $10 per share, exercisable six months after execution of the definitive agreement at OSR Holdings' sole discretion. The stated issuance price, set above recent trading levels, reflects alignment around the long-term value potential of VXM01 and provides additional financing flexibility while maintaining control over timing and potential dilution.

Provisions for digital asset financing, which had been contemplated in the prior term sheet, have been deferred by mutual agreement pending further regulatory clarity applicable to public companies holding and transacting in digital assets. The Parties reserve the right to reintroduce such provisions in a future amendment once the regulatory environment is sufficiently defined.

The April 30, 2026 target date for execution of a definitive agreement remains unchanged, subject to board approval and an independent fairness opinion. VXM01 is an oral DNA-based immunotherapy targeting VEGFR-2 and is positioned for late-stage clinical development in oncology.

Key Takeaways

• Direct value capture: Milestones and royalties payable directly to OSRH

• Total deal size: Up to $815M in milestones, excluding royalties

• Upfront restructured: $30M development facility to Vaximm, drawable as needed

• Equity option: $15M at $10/share, exercisable 6 months after execution at OSRH's sole discretion

• Digital assets: Deferred pending regulatory clarity for public companies

• Target signing: Definitive agreement expected by April 30, 2026

About OSR Holdings, Inc.

OSR Holdings, Inc. (NASDAQ: OSRH) is a global healthcare holding company dedicated to advancing biomedical innovations in healthcare and wellness. Through its subsidiaries, OSRH engages in immuno-oncology, regenerative biologics, and medical device technologies to improve global health outcomes. Learn more at www.OSR-Holdings.com.

About Vaximm AG

Vaximm AG is a privately held Swiss-German biotechnology company and a wholly owned subsidiary of OSR Holdings, Inc. (NASDAQ: OSRH). Vaximm's proprietary orally administered T-cell vaccination platform harnesses live, attenuated bacterial vectors to deliver tumor-associated antigens, inducing robust cellular immune responses. Lead candidate VXM01, targeting VEGFR-2, has demonstrated clinical activity and safety in multiple cancer indications. Learn more at www.Vaximm.com.

About BCM Europe AG

BCM Europe AG is a Switzerland-based life sciences investment entity and the largest shareholder of OSR Holdings.

Media & Investor Contact

OSR Holdings, Inc.
Investor Relations
[email protected]

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the potential licensing agreement between Vaximm AG and BCM Europe AG, the development and commercialization of VXM01, the expected benefits of the revised transaction structure, and the anticipated timing of execution of a definitive agreement. These statements are subject to risks and uncertainties, including, but not limited to, the ability of the parties to finalize definitive agreements, the timing and success of clinical development, regulatory developments, market conditions, and other factors that may affect the Company's business and financial condition. Actual results may differ materially from those expressed or implied. OSR Holdings, Vaximm, and BCM Europe AG undertake no obligation to update these forward-looking statements, except as required by law.

SOURCE: OSR Holdings, Inc.

View the original press release on ACCESS Newswire

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