Bellevue Life Sciences Acquisition Corp.(BLACU) - 2025 Q2 - Quarterly Report

PART I Financial Information This section presents the company's comprehensive financial data, including statements, notes, and management's analysis Item 1. Financial Statements This section presents OSR Holdings' unaudited condensed consolidated financial statements, covering balance sheets, income, and cash flows Condensed Consolidated Balance Sheets This statement provides a snapshot of the company's assets, liabilities, and equity at specific points in time Condensed Consolidated Statements of Operations and Comprehensive Income This statement details the company's revenues, expenses, and net income or loss over specific periods Condensed Consolidated Statements of Changes in Stockholders' Equity This statement tracks changes in the company's equity accounts, including capital contributions and retained earnings Condensed Consolidated Statements of Cash Flows This statement reports the cash generated and used by the company's operating, investing, and financing activities Condensed Consolidated Balance Sheets (June 30, 2025 vs. December 31, 2024) | Metric | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :------------ | :---------------- | | Assets | | | | Cash and cash equivalents | $1,584,406 | $341,543 | | Total current assets | $2,875,177 | $2,326,489 | | Intangible assets, net | $155,589,419 | $148,056,852 | | Goodwill | $26,393,746 | $24,354,066 | | Total assets | $185,415,021 | $175,239,579 | | Liabilities | | | | Total current liabilities | $15,856,262 | $3,463,212 | | Deferred tax liabilities | $30,383,512 | $28,035,508 | | Total liabilities | $46,261,976 | $32,031,364 | | Stockholders' Equity | | | | Total stockholders' equity | $139,153,045 | $143,208,215 | | Accumulated deficit | $(30,175,318) | $(19,173,063) | Condensed Consolidated Statements of Operations and Comprehensive Income (Three Months Ended June 30) | Metric | June 30, 2025 | June 30, 2024 | Change ($) | Change (%) | | :------------------------------------ | :------------ | :------------ | :--------- | :--------- | | Net sales | $1,135,517 | $881,829 | $253,688 | 29% | | Cost of sales | $1,102,735 | $649,509 | $453,226 | 70% | | Gross profit | $32,782 | $232,321 | $(199,539) | -86% | | Selling, general, and administrative expenses | $5,261,960 | $3,442,428 | $1,819,532 | 53% | | Operating loss | $(5,229,177) | $(3,210,108) | $(2,019,069) | 63% | | Net loss | $(5,225,198) | $(2,277,488) | $(2,947,710) | 129% | | Basic income(loss) per ordinary share | $0.02 | $(0.41) | $0.43 | -105% | Condensed Consolidated Statements of Cash Flows (Six Months Ended June 30) | Metric | June 30, 2025 | June 30, 2024 | | :------------------------------------ | :------------ | :------------ | | Net cash used in operating activities | $(546,678) | $(981,991) | | Net cash provided by investing activities | $657,167 | $446,192 | | Net cash provided by financing activities | $1,040,863 | $524,848 | | Net change in cash and cash equivalents | $1,151,352 | $(10,951) | | Cash and cash equivalents at end of year | $1,584,406 | $496,794 | Notes to Condensed Financial Statements This section provides detailed notes to the unaudited condensed consolidated financial statements, covering the company's organization, significant accounting policies, critical accounting estimates, financial risk management, and specific account details - The Company consummated a Business Combination with OSR Holdings Co., Ltd. on February 14, 2025, changing its name from Bellevue Life Sciences Acquisition Corp. to OSR Holdings, Inc. This was treated as OSR Holdings Co., Ltd. exchanging its stock for the net assets of OSR Holdings, Inc. for accounting purposes[21] - The Group's current operating businesses include developing oral immunotherapies for cancer, design-augmented biologics for age-related and degenerative diseases, and neurovascular intervention medical device and systems distribution in Korea[19] Shareholder Details as of June 30, 2025 | Name of Shareholder | Number of ordinary share | Percentage of ownership | | :-------------------------------- | :----------------------- | :---------------------- | | Bellevue Global Life Sciences Investors LLC | 1,332,500 | 6.73% | | BCM Europe AG | 8,612,634 | 43.48% | | Bellevue Capital Management LLC | 3,123,970 | 15.77% | | Duksung Co.,Ltd. | 1,420,215 | 7.17% | | Others | 5,317,140 | 26.85% | | Total | 19,806,459 | 100.00% | (1) Organization and nature of business This note describes the company's corporate structure, operations, and the nature of its business activities (2) Summary of significant accounting policies This note outlines the key accounting principles and methods used in preparing the financial statements (3) Critical accounting estimates and assumptions This note details the significant judgments and estimates made by management that affect financial reporting (4) Financial risk management This note describes the company's objectives, policies, and processes for managing financial risks (5) Fair value measurements This note provides information on the fair value of financial instruments and the methods used for their measurement (6) Financial instruments by category This note categorizes the company's financial assets and liabilities and their respective fair value levels (7) Cash and cash equivalents This note provides details on the composition and balances of cash and cash equivalents (8) Trade and other receivables, net This note details the company's outstanding amounts owed by customers and other parties, net of allowances (9) Inventories, net This note provides information on the company's inventory valuation methods and balances, net of write-downs (10) Other financial assets This note details other financial assets held by the company that do not fall into standard categories (11) Other assets This note describes miscellaneous assets not classified elsewhere on the balance sheet (12) Equity method investment This note provides details on investments where the company has significant influence but not control (13) Equipment and vehicles, net This note details the company's property, plant, and equipment, net of accumulated depreciation (14) Goodwill This note explains the accounting for goodwill arising from business combinations and its impairment testing (15) Intangible assets, net This note details the company's identifiable non-monetary assets without physical substance, net of amortization (16) Short-term borrowings This note provides information on the company's current debt obligations due within one year (17) Long-term debt This note details the company's debt obligations with maturities extending beyond one year (18) Post-employment benefits This note describes the company's obligations related to employee benefits after employment, such as pensions (19) Related party transactions This note discloses transactions between the company and its related parties, including management and affiliates (20) Administrative expenses This note provides a breakdown of the company's general and administrative costs (21) Income taxes This note details the company's income tax expense, deferred taxes, and tax-related assets and liabilities (22) Loss per share This note explains the calculation of basic and diluted loss per share for the reporting periods (23) Commitment and contingencies This note discloses the company's contractual obligations, legal claims, and other potential future liabilities (24) Segment reporting This note provides financial information about the company's operating segments (25) Subsequent events This note discloses significant events that occurred after the balance sheet date but before financial statement issuance Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the company's financial condition and results of operations, highlighting recent strategic developments, a detailed comparison of financial performance for the three and six months ended June 30, 2025 and 2024, and an overview of liquidity and capital resources - OSR Holdings announced a strategic roadmap for tokenizing its equity under the Regulation D framework in partnership with BCM Europe AG, aiming to enhance capital raising and liquidity[126][127][128] - The company signed a term sheet to acquire Woori IO Co., Ltd., a leader in noninvasive glucose monitoring technology, which is expected to strengthen OSRH's presence in the healthcare and medical technology sectors[129][130][131] - The significant increase in operating loss and loss before income taxes for the six months ended June 30, 2025, was primarily driven by a one-time recognition of approximately $8.5 million in merger-related expenses from the business combination[144][146] - OSR Holdings has funded operations through common stock and convertible bond issuance, bank borrowings, and affiliate loans, with cash and cash equivalents at $1.58 million as of June 30, 2025. The company entered an Equity Line of Credit (ELOC) agreement for up to $80 million in potential capital[148][149][150][151] Key Financial Performance Changes (Three Months Ended June 30, 2025 vs. 2024) | Metric | Change ($) | Change (%) | | :------------------------------------ | :--------- | :--------- | | Net Sales | $253,688 | 29% | | Cost of Sales | $453,226 | 70% | | Gross Profit | $(199,539) | -86% | | Selling, general and administrative expenses | $1,819,532 | 53% | | Operating loss | $(2,019,069) | 63% | | Profit (loss) before income taxes | $(1,974,083) | 61% | Recent Developments This section outlines key strategic initiatives and business activities undertaken by the company recently Result of Operations This section analyzes the company's financial performance, comparing revenues, expenses, and profitability across reporting periods Liquidity and Capital Resources This section discusses the company's ability to meet its short-term and long-term financial obligations and its sources of funding Off-Balance Sheet Arrangements This section describes any transactions, agreements, or other contractual arrangements that are not recorded on the balance sheet Contractual Obligations This section details the company's future cash payment commitments under various contractual agreements Critical Accounting Policies and Estimates This section highlights the accounting policies and estimates that require significant judgment and can materially impact financial results Item 3. Quantitative and Qualitative Disclosures About Market Risk As a smaller reporting company, OSR Holdings, Inc. is not required to provide quantitative and qualitative disclosures about market risk - The company is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk[157] Item 4. Controls and Procedures Management, with the participation of the CEO and CFO, evaluated the effectiveness of disclosure controls and procedures as of June 30, 2025. Previously reported material weaknesses in internal control over financial reporting were remediated during Q2 2025 through enhanced financial reporting policies, engagement of a new external accounting firm, and improved internal documentation. Consequently, disclosure controls and procedures were deemed effective as of June 30, 2025 - Disclosure controls and procedures were evaluated as effective as of June 30, 2025, following remediation measures[161] - Remediation measures included: * Enhancing financial reporting policies and procedures[160] * Engaging a new external accounting firm with SEC reporting expertise[163] * Enhancing the internal documentation retention and storage system[163] PART II Other Information This section provides additional disclosures not covered in the financial statements, including legal and equity matters Item 1. Legal Proceedings OSR Holdings, Inc. is currently involved in a civil action filed by Benjamin Securities, Inc. in the Supreme Court of New York, seeking approximately $425,000 in alleged brokerage fees and costs. This matter remains pending as of June 30, 2025 - A civil action by Benjamin Securities, Inc. seeking $425,000 in alleged brokerage fees is pending against the company as of June 30, 2025[166] Item 1A. Risk Factors This section refers readers to the risk factors detailed in the company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and other SEC filings. It notes that there have been no material changes to these risk factors, but additional unknown risks could still adversely affect the business - Readers are directed to the Annual Report on Form 10-K for a comprehensive list of risk factors. No material changes to the risk factors have occurred since the 2024 Annual Report[167] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds OSR Holdings has an Equity Line of Credit (ELOC) agreement with White Lion Capital LLC, allowing the company to sell up to $78.9 million worth of common stock. Additionally, White Lion Capital holds warrants to purchase up to $4 million in common stock and convertible notes totaling $1.11 million at a 5% interest rate, with conversion options at a discount to VWAP - The company has an ELOC agreement with White Lion Capital LLC, allowing it to issue and sell up to $78.9 million worth of common stock until December 31, 2026, or until all shares are sold[168][169] - White Lion Capital holds warrants to purchase up to $4 million worth of common stock at an initial exercise price of $1.584 per share[174] - White Lion Capital has loaned the company $1.11 million through convertible promissory notes at a 5% annual interest rate, maturing in nine months. These notes are convertible at 95% of the lowest VWAP from the fifteen days prior to conversion[175][176] Warrants This section details the terms and conditions of warrants issued by the company Convertible Note This section describes the terms of the company's convertible debt instruments Item 3. Defaults Upon Senior Securities This item is not applicable to OSR Holdings, Inc. for the reporting period - This item is not applicable[177] Item 4. Mine Safety Disclosures This item is not applicable to OSR Holdings, Inc. for the reporting period - This item is not applicable[178] Item 5. Other Information During the six months ended June 30, 2025, no director or officer of OSR Holdings, Inc. adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements - No director or officer adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the six months ended June 30, 2025[179] Item 6. Exhibits This section lists the exhibits filed with the Quarterly Report on Form 10-Q, including various agreements (Note Purchase Agreement, Senior Secured Convertible Promissory Note, Common Stock Purchase Warrant, Amendment No. 1 to Common Stock Purchase Agreement) and certifications (CEO/CFO certifications, XBRL documents) - Key exhibits filed include: * Note Purchase Agreement (May 6, 2025)[180] * Senior Secured Convertible Promissory Note (May 6, 2025)[180] * Common Stock Purchase Warrant (May 6, 2025)[180] * Amendment No. 1 to Common Stock Purchase Agreement[181] * Certifications of Principal Executive Officer and Principal Financial Officer (Sections 302 and 906 of Sarbanes-Oxley Act)[181] * Inline XBRL documents[181]