OSR Holdings, Inc. (NASDAQ:OSRH) ("OSR Holdings" or the "Company") today announced a strategic transaction for capital structure optimization with White Lion GBM Innovation Fund ("White Lion"), centered on the retirement of approximately $2.02 million of warrant overhang.

Elimination of $2.02 Million Warrant Overhang

As part of the transaction, OSR Holdings has retired approximately $2.02 million of outstanding warrants by consolidating them into a newly issued convertible promissory note.

The Company issued a $555,555 convertible note to secure near-term liquidity to support general corporate purposes and the continued execution of strategic priorities.

In connection with the warrant retirement, the extinguished warrants were effectively incorporated into the note, bringing the total face value of the instrument to $1,055,555.

This structure enables OSR Holdings to eliminate a substantial source of potential dilution at a significant discount to the prior overhang value, representing a highly efficient balance sheet optimization.

Premium Conversion Price at $1.00 per Share

The convertible note is structured with a fixed conversion price of $1.00 per share, representing approximately a 100% premium to the Company's most recent closing price of approximately $0.49 on April 8, 2026.

The premium conversion price reflects a shared alignment with long-term shareholder value and stands in contrast to conventional discounted convertible structures.

The $1.00 level is also strategically aligned with the Company's objective of maintaining compliance with NASDAQ minimum bid requirements.

Six-Month Conversion Restriction

The note was issued as a private placement without a registration statement:

Accordingly, the note includes a six-month restriction on conversion, ensuring that no shares may be issued into the public float during this period.

This feature further supports near-term trading stability by preventing immediate dilution following the transaction.