OSR Holdings, Inc. (NASDAQ: OSRH), a global healthcare company advancing biomedical and wellness innovation, has signed a term sheet to acquire Woori IO Co., Ltd. (WORIO), a South Korean medical device company developing next-generation non-invasive glucose monitoring technology. The strategic acquisition will be executed through OSR Holdings' Korean affiliate, OSR Holdings Co., Ltd. (OSRK).
Under the proposed structure, 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 a "$10 per OSRH share" condition.
Revolutionary Non-Invasive Technology
WORIO's proprietary platform uses near-infrared spectroscopy (NIRS) to measure glucose without needles, sensors, or skin penetration, representing a truly non-invasive alternative to today's continuous glucose monitors (CGMs). The solution aims to eliminate the burden of pain and daily finger pricks for millions of people with diabetes.
The company has completed a proof-of-concept study with the Korea University Hospital (Guro) to validate the accuracy and effectiveness of its prototype devices and the data measured by them. Based on these results, WORIO plans to enter a larger confirmatory trial to be registered with the Ministry of Food and Drug Safety (MFDS) of Korea for medical device approval pathway.
Market Potential and Strategic Positioning
According to recent global market research, the blood glucose monitoring devices market is expected to exceed $40 billion by 2030, growing at a CAGR of 8-10%, driven by rising diabetes prevalence and the convergence of medical technology with consumer electronics. Demand for non-invasive and wearable monitoring systems is expected to be a major growth driver.
Dexcom, one of the market leaders in minimally invasive CGM which is the current standard of care, has more than $32 billion in market capitalization (as of July 11), underscoring the significant commercial potential of advanced glucose monitoring solutions. Non-invasive alternatives hold tremendous promise and are poised to become an integral part of diabetes management in the future.
Wearable Integration and Industry Recognition
WORIO's non-invasive technology is well positioned to be integrated into wearable glucose monitoring devices such as smart watches. The company has been selected by Samsung Electronics' innovative startup program ("C-Lab Outside") in Q1 2025, highlighting its potential for consumer electronics integration.
Acquisition Terms and Timeline
Specifically, 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.
"We believe this initial milestone with Woori IO aligns strongly with our mission to accelerate breakthrough healthcare innovations with global impact," said Peter Hwang, CEO of OSRH. "Woori IO's breakthrough non-invasive glucose monitoring platform, coupled with its high-profile partnership with global companies, puts OSRH in a position to become a first mover in this fast-growing global market."
Following the signing of this Term Sheet, both parties will proceed with due diligence and aim to execute definitive agreements within the 6 months exclusivity period.
