PMGC Holdings Inc. 8-K

What Happened

• PMGC Holdings’ wholly owned subsidiary NorthStrive Biosciences Inc. entered a License Agreement with Modulant Biosciences LLC effective February 4, 2026. NorthStrive granted Modulant an exclusive, royalty-bearing, sublicensable license to develop, manufacture, and commercialize Licensed Products in the defined Field and Territory, subject to the underlying Head License and reserved rights outside the Field and Territory (including Korea).
• The agreement sets the term through the expiration of the last-to-expire valid patent claim in the Territory, requires Modulant to use commercially reasonable efforts and provide commercialization plans/reports, and establishes mutual indemnities, a non-compete (no competing myostatin/Activin-A products during the Term), and detailed sublicensing requirements.

Key Details

• Effective date: February 4, 2026; term lasts until the last-to-expire valid claim within the Licensed Patents in the Territory.
• Payment: Modulant pays a revenue-share to NorthStrive until a specified Threshold Amount is reached, after which the revenue-share rate decreases to a lower percentage; IP Revenue includes sublicensing income (exact percentages and threshold redacted).
• Intellectual property: New IP created under the agreement is co-owned 50/50 by the parties; each may use such New IP subject to the agreement’s terms. NorthStrive retained rights outside the licensed Field/Territory and did not transfer Background IP.
• Other: License expressly does not authorize human clinical trials or human drug approvals; Modulant must provide executed sublicense copies within 10 days and remains liable for sublicensees’ acts.

Why It Matters

• For investors, this is a commercialization step intended to monetize NorthStrive/PMGC’s licensed IP through an exclusive partner in specified markets and fields, with a built-in revenue-sharing structure that can provide future income if Modulant commercializes products or sublicenses rights.
• Key protections for PMGC include reserved global rights outside the licensed Field/Territory, co-ownership of New IP, and a fallback perpetual license to Modulant’s New IP if the agreement is terminated for Modulant’s material breach—terms that affect the long‑term value and control of the underlying technology.