OSR Holdings to acquire glucose monitoring provider Woori IO

OSR Holdings (OSRH) has signed a term sheet with Woori IO or WORIO , a South Korean medical device company developing next-generation noninvasive glucose monitoring technology. The agreement sets forth certain key terms for a strategic acquisition of Woorio by OSR Holdings’ Korean affiliate, OSR Holdings Co. or OSRK, under which WORIO will become a wholly owned subsidiary of OSRK. Shareholders of WORIO will receive newly issued shares of OSRK through the share exchange and may be eligible to convert them into OSRH common stock traded on NASDAQ, subject to certain conditions including “$10 per OSRH share” condition. WORIO shareholders may convert their OSRK shares into OSRH shares at a fixed exchange ratio of 1 OSRK share = 12.96 OSRH shares, provided that OSRH’s stock price reaches $10.00 at least once within three years following the signing of the Term Sheet. If this condition is not met, the parties have agreed to renegotiate in good faith. The agreement includes a 6-month exclusivity period, during which OSRK will conduct confirmatory legal and financial due diligence with a target to complete this transaction within this exclusivity period. WORIO’s proprietary platform uses near-infrared spectroscopy to measure glucose without needles, sensors, or skin penetration. WORIO has completed a proof-of-concept study based on which the company plans to enter a larger confirmatory trial to be registered with the Ministry of Food and Drug Safety of Korea for medical device approval pathway.