{"url_path":"/sec/osrhw/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 Unregistered Sales of","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-13","source_url":"https://www.sec.gov/Archives/edgar/data/1840425/0001213900-26-055492-index.html","accession_number":"0001213900-26-055492","cik":"0001840425","ticker":"OSRH","issuer_name":"OSR Health, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1840425/0001213900-26-055492-index.html","primary_entity_key":"0001840425","primary_entity_name":"OSR Holdings, Inc."},"word_count":664,"has_tables":true,"body_markdown":"**Item 2. Unregistered Sales of\nEquity Securities and Use of Proceeds**\n\n \n\n**Common Stock Purchase Agreement**\n\n \n\nAs previously disclosed on the Company’s Current Report on Form\n8-K filed on February 28, 2025, on February 25, 2025, the Company entered into a common stock purchase agreement (the “Common Stock\nPurchase Agreement”) and a related registration rights agreement (the “White Lion RRA”) with White Lion GBM Innovation\nFund (“White Lion”), which agreements were subsequently amended, as disclosed in the Company’s Current Reports on Form\n8-K filed on May 12, 2025 and April 9, 2026. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms\nin the Common Stock Purchase Agreement, as amended.\n\n \n\nShares of Common Stock issuable under the\nCommon Stock Purchase Agreement have been registered for resale by the selling stockholder pursuant to the Company’s\nregistration statement on Form S-1, initially filed with the Securities and Exchange Commission on May 28, 2025 and subsequently\namended by Amendment No. 1 to Form S-1 filed on June 10, 2025.\n\n \n\nPursuant to the Common Stock Purchase Agreement, as amended, the Company\nhas the right, but not the obligation, to require White Lion to purchase, from time to time, shares of the Company’s common stock,\npar value $0.0001 per share (the “Common Stock”), in an aggregate gross purchase price of up to the lesser of (i) $78,900,000\nand (ii) the Exchange Cap, in each case, subject to certain limitations and conditions set forth therein.\n\n \n\n 33\n\n \n\n \n\nAs further amended on April 7, 2026, the Common Stock Purchase Agreement\nwas modified to revise certain defined terms, including “Purchase Notice” and “Purchase Notice Limit,” and to\nintroduce additional purchase notice mechanisms, including intraday purchase notices and fixed purchase notices, providing the Company\nwith enhanced flexibility in accessing the equity line.\n\n \n\nThe Company intends to use the net proceeds from any sales of Common\nStock under the Common Stock Purchase Agreement for general corporate purposes, including working capital, research and development, and\nother operating expenses.\n\n \n\nFor the three months ended March 31, 2026, the\nCompany issued an aggregate of 1,378,000 shares of its Common Stock under the Common Stock Purchase Agreement for gross proceeds of approximately\n$0.85 million.\n\n \n\n**Warrant and Convertible Promissory Notes**\n\n \n\nIn connection with the foregoing financing arrangements, on May 12,\n2025, the Company issued to White Lion (i) a warrant to purchase shares of Common Stock with an aggregate value of up to approximately\n$4.0 million (the “2025 Warrant”) and (ii) convertible promissory notes with an aggregate funding amount of approximately\n$1.0 million (the “2025 Note”). As of March 31, 2026, a portion of the 2025 Warrant remained outstanding with an aggregate\nvalue of $2,019,290, and the 2025 Note had been fully repaid.\n\n \n\nSubsequently, on April 7, 2026, the Company entered into a Note Purchase\nAgreement with White Lion, pursuant to which the Company issued a senior secured convertible promissory note in the principal amount of\n$1,055,555.55 (the “2026 Note”). In consideration for the issuance of the 2026 Note, the Company received (i) $500,000 in\ncash and (ii) a reduction of $2,019,290 of amounts outstanding under 2025 Warrant agreement, resulting in such warrant having no remaining\nvalue.\n\n \n\nThe 2026 Note described above was issued in reliance upon the exemption\nfrom registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation D promulgated thereunder, as\na transaction not involving a public offering.\n\n \n\nA more detailed discussion of the foregoing financing arrangements\nis included in Part II, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity\nand Capital Resources.” \n\n \n\n**Use of Proceeds from Registered Offerings**\n\n \n\nIn connection with the closing of the Company’s business combination\nin February 2025, approximately $1.2 million remained in the trust account following shareholder redemptions. As of the date of this report,\nsuch funds have not yet been released and therefore have not been available for use by the Company. See “Item 3. Legal Proceedings”\nfor additional information regarding certain ongoing matters involving the Company."}