OSR Holdings Inc美股招股说明书(2025-06-23版)

Up to 15,410,000 Shares of Common Stock This prospectus relates to the registration for resale or other disposition from time to time by White Lion Capital LLC dba White LionGBM Innovation Fund (“White Lion” or the “Selling Stockholder”) of: (i)up to 9,500,000 shares of common stock of OSR Holdings, Inc. (“we,” “us,” “our,” the “Company,” or “OSR Holdings”), parvalue $0.0001 per share (the “Common Stock”), that may be issued by us to White Lion pursuant to that certain commonstock equity line agreement by and between the Company and White Lion, consisting of a Common Stock PurchaseAgreement and a Registration Rights Agreement both dated as of February 25, 2025 as amended and restated as of May 6,2025, (collectively, the “ELOC Agreement”), establishing an “equity line” of investment (“ELOC”); (ii)up to 800,000 shares of Common Stock issuable to the Selling Stockholder as a commitment fee under the ELOC Agreement(the “Commitment Shares”); (iii)up to 4,000,000 shares of Common Stock pursuant to all provisions of that certain Common Stock Purchase Warrant datedMay 6, 2025 by and between the Company and White Lion (the “Warrant Agreement” and such Common Shares theretosubject the “Warrant Shares”); and (iv)up to 1,110,000 shares of Common Stock (the “Conversion Shares”) issuable upon the conversion of one or both of twoSenior Secured Convertible Promissory Notes, the first of which is dated May 6, 2025 (each a “Convertible Note,” and suchCommon Shares thereto subject the “Conversion Shares”), issued pursuant to that certain note purchase agreement by andbetween the Company and the Selling Stockholder dated May 6, 2025 (the “Note Purchase Agreement”). The ELOC Agreement, Warrant Agreement and Note Purchase Agreement shall collectively sometimes be referred to herein as the“Issuance Agreements.” ELOC Pursuant to the terms of the ELOC Agreement, as amended as of May 6, 2025, the Company may elect, in our sole discretion, to issueand sell to White Lion, from time to time, up to $78.9 million worth of shares of Common Stock from after the effective date of thisregistration statement under the ELOC Agreement until the earlier of December 31, 2026 or the sale of all of such shares to WhiteLion. Any terms in initial capitals and not otherwise defined herein shall be as defined in the amended Common Stock PurchaseAgreement and/or the Registration Rights Agreement. Pursuant to the Common Stock Purchase Agreement, following the effective date of this resale registration statement registering theshares issuable to White Lion in accordance with the terms of the Registration Rights Agreement, the Company has the right, but notthe obligation, to require White Lion to purchase, from time to time, up to the lesser of (i) $78,900,000 in aggregate gross purchaseprice of newly issued shares of Common Stock, par value $0.0001 per share and (ii) 9,500,000 shares of Common Stock (the“Exchange Cap”), in each case, subject to certain limitations and conditions set forth in the Common Stock Purchase Agreement. The number of shares of Common Stock that the Company may require White Lion to purchase in any single sales notice will dependon a number of factors, including the relevant calculated purchase price and type of purchase notice that the Company delivers toWhite Lion. For example: (1) if the Company were to deliver a Rapid Purchase Notice, the Company can require White Lion topurchase a number of shares equal to $2,000,000 divided by the average of the three (3) lowest traded prices of the Common Stock onthe Rapid Purchase Notice Date; and (2) if the Company were to deliver a VWAP Purchase Notice, the Company can require WhiteLion to purchase a number of shares equal to $2,000,000 divided by the product of (i) the lowest daily VWAP of the Common Stockduring the VWAP Purchase Valuation Period and (ii) ninety-seven percent (97%). White Lion’s purchase obligations under a single Rapid Purchase Notice or a single VWAP Purchase Notice shall not exceed$2,000,000, and the maximum amount of shares of Common Stock the Company may require White Lion to purchase under a singleVWAP Purchase Notice shall be the lesser of (A) 30% of the Average Daily Trading Volume or (B) $2,000,000 divided by the highestclosing price of the Common Stock over the most recent five (5) Business Days immediately preceding White Lion’s receipt of thesubject VWAP Purchase Notice. Additionally, in consideration for White Lion’s commitments under the Common Stock Purchase Agreement, the Company agreed toissue to White Lion the number of shares of Common Stock equal to $800,000 divided by the closing price of the Common Stock onthe day that is the earlier of (i) the business day prior to effectiveness of this resale registration statement registering the shares issuableunder the Common Stock Purchase Agreement and (ii) the business day prior to the date that White Lion requests the issuance of suchshares (such shares, the “Commitment Shares”). Accordingly, t