🧾 What This Document Is

This is an 8-K filing, which companies use to announce major events to investors. This specific filing includes two key agreements (shown as Exhibits) with an investor called White Lion Capital, LLC.

In simple terms: OSR Holdings is changing its deal with an existing investor and also taking out a new loan from them. It shows the company is securing more funding, but under new, complex terms.

🏢 What The Company Does

OSR Holdings, Inc. (ticker: OSRHW) is a Delaware corporation. While this filing doesn't detail its business, it's a publicly traded company, meaning its shares are bought and sold on a stock exchange (likely the OTC market, given the ticker format).

Why it matters: Public companies often use these types of agreements to raise cash quickly. The complexity of the deals suggests the company might need capital and is willing to agree to flexible, investor-friendly terms to get it.

💰 The Two Main Deals

This filing announces two separate but related financial transactions.

1. ✏️ Amendment to a Stock Purchase Agreement

This amends an existing agreement from February 2025. It doesn't change the total amount White Lion might invest, but it significantly changes how and when they can buy shares.

• What's New: It adds two new ways for OSR to sell shares directly to White Lion:
  • Intraday Purchases: OSR can tell White Lion to buy shares during the trading day. Limit: $2,000,000 per notice.
  • Fixed Purchases: Another type of purchase notice, also with a $2,000,000 limit per notice.
• The Catch (Price): For both new types, the price White Lion pays is set at 90% of the recent average market price (called VWAP). They get a discount.
• The Catch (Floor): If the stock price falls below a pre-set "Threshold Price" during the deal, White Lion has the right to buy at an even lower price (99% of that threshold).

2. 💵 A New $1 Million Convertible Note Purchase

This is a brand-new agreement. OSR is issuing a Senior Secured Convertible Promissory Note.

• How Much? Principal amount of $1,055,555.55.
• What is it? It's essentially a loan. But, White Lion has the right to convert the loan into shares of OSR's common stock instead of being repaid in cash.
• "Senior Secured" Means: If OSR goes bankrupt, White Lion gets paid back before most other lenders, and this debt is backed by the company's assets.
• Key Condition: The funding for this note won't happen until one day after OSR files its annual report (10-K) for 2025, and that filing must be on time.

🚀 Key Moves & What They Signal

• More Funding Flexibility: The amendment gives OSR multiple ways to quickly tap White Lion for cash by selling shares, which is useful for ongoing operational needs.
• Taking on New Debt: The new note provides an immediate cash infusion of about $1 million.
• Potential for Big Dilution: Both agreements could lead to a large number of new shares being issued. If White Lion converts the note or exercises purchase options, it could significantly increase the total number of shares, reducing the ownership percentage of existing shareholders.
• Investor in Control: White Lion holds most of the cards. They have discretion to accept or reject purchase notices, and the terms are structured to protect their investment (e.g., price floors, senior debt status).

📦 Financial Position & Implications

• Cash In: OSR will get up to $1 million from the note once funded. Further cash will come from any share purchases White Lion makes under the amended agreement.
• Debt on Books: The $1,055,555.55 note will appear as a liability. Since it's convertible, accounting can be complex, but it represents an obligation.
• Ownership Dilution: This is the biggest risk for current investors. The company is authorizing more shares to be sold cheaply (at 90% of market price) and creating a pathway for a large block of shares to be issued upon note conversion.

🔮 What's Next

1. Await the 10-K Filing: The clock starts for funding the $1 million note once OSR's annual report is filed.
2. Potential Share Sales: OSR management can now, at its discretion, issue purchase notices to White Lion to raise additional cash under the new, flexible terms.
3. Watch for Conversion: Investors will monitor if/when White Lion converts the note into stock, which would be a significant dilutive event.

⚖️ Big Picture: Strengths & Risks

👍 Strengths (for OSR Holdings):

• Access to Capital: Secured a committed funding partner, providing a financial lifeline.
• Operational Flexibility: The amended agreement allows for rapid cash raises if needed.

⚠️ Risks (for Shareholders):

• Severe Dilution: The terms heavily favor the investor and could massively increase the share count.
• Complex & Costly Terms: The 90% discount, price adjustments, and secured debt make this an expensive form of financing.
• Execution Risk: The company's ability to grow and create value must outpace the dilutive effects of these deals for shareholders to benefit.

🧠 The Analogy

Imagine your friend's small business needs money. Instead of a normal bank loan, they make a deal with a wealthy investor.

• Part 1 (Amendment): The investor says, "Anytime you need cash, just call me. I'll give you money that same day, but I get to buy a piece of your business at a 10% discount. And if your business valuation drops, I get an even better discount."
• Part 2 (Note): "Also, here's $1 million right now. But instead of paying me back with interest, you give me the option to convert this loan into ownership shares whenever I want."

The business gets cash now, but gives away a lot of potential future ownership on very favorable terms to the investor.

🧩 Final Takeaway

OSR Holdings is raising $1 million via a complex convertible note and restructuring an existing investor deal to get faster, discounted access to more cash. This provides immediate funding but at the high potential cost of significant shareholder dilution and with terms that heavily favor the investor, White Lion Capital.