PMGC Holdings Inc. 8-K

What Happened

• PMGC Holdings Inc.’s wholly owned subsidiary, NorthStrive Defense Tech LLC, entered a binding Term Sheet with Florida State University Research Foundation, Inc. (FSURF) on June 2, 2026 to license patent rights (U.S. Patent No. 12,291,334) and related know‑how. The License is exclusive, worldwide, sublicensable and covers the field of aerospace and defense technologies.
• Separately, on June 1, 2026 NorthStrive Defense Tech executed an Educational Research Agreement with FSURF to fund research related to the Patent in the amount of $490,657. The research will be performed by FSU’s Center for Intelligent Systems, Control, and Robotics and runs from June 1, 2026 through June 1, 2027.

Key Details

• License: exclusive worldwide license in aerospace/defense, sublicensable; tiered earned royalty on net sales (percentages vary by product category and cumulative sales), an annual minimum royalty, a sublicensing revenue share to FSURF, and an annual license maintenance fee.
• Research funding: $490,657 total; milestone‑based invoicing; research conducted on a best‑reasonable‑efforts basis with no guaranteed results; performance methods set by the Provider.
• Intellectual property from the Research: any “Invention” made during the Research belongs to FSURF. NorthStrive has an Option to negotiate a royalty‑bearing license for such Inventions (must notify FSURF within 45 days of disclosure) and parties will negotiate in good faith for up to 90 days.
• Agreements include a multi‑year development plan (Appendix B of the Term Sheet) to be pursued using commercially reasonable efforts; Research Agreement is terminable by either party with 30 days’ written notice.

Why It Matters

• These agreements formalize PMGC’s (via its NorthStrive subsidiary) access to a defense/aerospace patent and fund university research to further develop the technology—steps that can advance its product pipeline and create future licensing or product revenue opportunities.
• The deal structures (exclusive, sublicensable license plus tiered royalties and sublicensing shares) establish potential future revenue streams but also show that FSURF retains ownership of research inventions unless a license is negotiated. The research is milestone‑funded and not result‑guaranteed, so outcomes and timing remain uncertain.