Arizona Tribune - OSR Health, A Message From the CEO

To Every OSR Health Shareholder:

OSR Health is at an inflection point - one that I believe will be looked back upon as the moment this company's underlying value began to be recognized by the broader market. Before that recognition arrives, I want to speak to the shareholders who have been here all along.

You chose to believe in what we are building at a time when it was not easy to hold. You have stayed through volatility, through noise, and through a share price that has not yet reflected what we believe this company is worth. I see it. Our Board sees it. And we have designed the Shareholder Loyalty CVR Program specifically to recognize it.

Our proposed program is not a reverse split, and not a mechanical adjustment that leaves you with the same economic position dressed up differently, but a genuine reward - additional shares, at no cost, delivered automatically as we climb together toward price levels that reflect what we firmly believe to be our real fundamental value.

Hold through the three-month measurement date and reach $2.00: your position grows to one and a half times what you hold today. Hold for a full year and reach $5.00: six times. Every additional share we deliver belongs to the people who stayed.

All tiers are cumulative. A holder who satisfies all four measurement dates will receive five additional shares per CVR - a total position of six times the original.

What the Market is Missing

Let me be direct about where we stand fundamentally, because I believe the current share price represents one of the most significant disconnects from underlying value I have seen in my career.

▸ VXM01 - $815 Million in Licensed Milestones, and a Put Option the Market Is Pricing at Zero

Vaximm's VXM01 has been licensed. The agreement is signed, the milestone stream of up to $815 million is contractually established, and Avance Life Sciences AG's independent risk-adjusted NPV analysis places the present value of that milestone stream at approximately $94 million - the sum arrived at upon discounting the full $815 million through probability-weighted clinical and regulatory scenarios. Against a current market capitalization that sits below even that figure, the valuation disconnect is already significant.

But there is a second disconnect that is, if anything, even more striking.

As part of the licensing transaction, OSR Health holds a Put Option exercisable against BCM Europe AG - the right to put shares to BCME and receive $15 million in cash proceeds upon exercise. At the current share price, the Company's entire market capitalization is smaller than the cash we are contractually entitled to receive from the exercise of this single option.

BCME's obligation is backed by a strategic investor - one whose prior relationship with our portfolio companies has been publicly disclosed - is ready to stand behind BCME's capacity to settle. The Put Option is exercisable from October 29, 2026. We are also exploring, in good faith, whether an earlier exercise at a mutually agreed price better reflecting current market conditions may serve both parties' interests - though no agreement has been reached and there is no assurance that any such modification will be agreed upon.

▸ Woori IO - A Market That Has Not Yet Looked

Woori IO is a newer addition to our portfolio which we believe the market has yet to price. Noninvasive continuous glucose monitoring is not a distant future - it is the next chapter of a market that has already proven to be enormous. The leading players listed in the US markets command valuations in the tens of billions. But consider even Korean comparable public companies with minimally invasive CGM technology that can carry a market capitalization of approximately $300 million to $400 million.

Woori IO is pursuing fully noninvasive technology in a world in which metabolic health monitoring is rapidly becoming part of everyday life, even for people without any specific medical diagnosis, and in which more than half a billion people live with diabetes or pre-diabetes. We believe the market has yet to look at what Woori IO represents. We have, and we are building accordingly.

What We Are Asking

We have decided on the CVR Record Date to be August 14, 2026. Own before then and hold. That is the entirety of what we are asking - the reward of up to six times your original position will be delivered in accordance with the program terms.

We built this program because we believe our shareholders deserve special recognition through a direct, proportional share in the upside of a company they already own, reserved exclusively for the shareholders who stay the course with us.

We look forward to delivering on every tier.

Sincerely,

Peter Hwang
Chief Executive Officer
OSR Health, Inc. (NASDAQ:OSRH)

About OSR Health, Inc.

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

Investor Contact

OSR Health, Inc.
Investor Relations
[email protected]

Forward Looking Statements

This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the Shareholder Loyalty CVR Program and its terms and timeline; the VXM01 licensing agreement and associated milestone payments; the Put Option exercisable against BCM Europe AG and any potential modification thereof; the Avance Life Sciences AG risk-adjusted NPV analysis; the commercial potential of Woori IO's noninvasive glucose monitoring technology; and the Company's views on the relationship between its current market capitalization and underlying fundamental value.

The CVR Program is subject to significant regulatory and corporate conditions that must be satisfied before implementation. The Company intends to seek confirmation from the SEC Staff through a no-action request that the CVR distribution may proceed in reliance on the Section 3(a)(9) exemption from Securities Act registration - and there is no assurance that such confirmation will be granted or granted on any particular timeline. If registration is required instead, the Company will file a Form S-1 or S-3 and the program will be delayed until such registration becomes effective. The program is also conditioned upon stockholder approval of an increase in authorized shares from 100,000,000 to 250,000,000. The CVR Record Date of August 14, 2026 has been established by the Board, but CVR distribution and share delivery will not occur until all regulatory and corporate conditions have been satisfied.

These and other forward-looking statements involve risks and uncertainties that may cause actual results to differ materially, including: the outcome and timeline of the SEC no-action process or registration; receipt of required stockholder approvals; the Company's ability to maintain its Nasdaq listing through the August 31, 2026 compliance deadline; Vaximm AG's ability to achieve the milestones underlying the VXM01 licensing agreement; BCM Europe AG's ability to satisfy its Put Option obligations; and Woori IO's development and commercialization progress. Additional risk factors are described in the Company's filings with the SEC, including its most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.

The Avance Life Sciences AG NPV analysis reflects assumptions that may differ from other methodologies and is not a guarantee of future payments or valuation. The Put Option terms referenced herein are contractual and should not be construed as a share price representation.

The Company undertakes no obligation to update any forward-looking statement except as required by law.

SOURCE: OSR Health, Inc.

View the original press release on ACCESS Newswire

J.Gomez--AT