PMGC Holdings Inc. 8K

Northstrive Biosciences and Yuva Biosciences amended their development and license agreement to add and fund a three‑phase Expansion Program for four validated AI‑discovered compounds, adjust IP ownership and license terms, and give Northstrive a right of first refusal on certain additional cardiometabolic uses.

Northstrive Biosciences Inc., a subsidiary of PMGC Holdings, Inc., and Yuva Biosciences, Inc. executed a First Amendment to their Development and License Agreement dated April 9, 2025, to reflect completion of the original AI Development Program, designate four biologically validated compounds as AI Results, and launch a three‑phase Expansion Program under which YuvaBio will further develop these compounds for cardiac disease and obesity indications using its proprietary AI and mitochondrial biology platform. The amendment revises and expands definitions for the AI Development Program, Northstrive’s field of use, AI Results, and YuvaBio Platform Technology; clarifies IP ownership splits between YuvaBio Sole Foreground IP and Northstrive Product IP for Expansion Program results inside vs. outside Northstrive’s field; confirms that the four validated compounds and any lead or backup compounds from the Expansion Program are treated as AI Results; and grants Northstrive a worldwide license to YuvaBio Licensed Technology limited to its field of use plus a right of first refusal on certain cardiometabolic indications outside that field. In exchange, Northstrive agrees to pay fixed, non‑refundable fees for the Expansion Program according to milestone‑based invoicing, and if it terminates for convenience after the amendment’s effective date but before Expansion completion it must immediately pay the full remaining Expansion Program fee, while all other terms of the original agreement remain in effect with this amendment controlling solely for Expansion Program matters.

Filing Facts

CIK

1840563

Ticker

-

Form

8K

Source Type

sec

Accession

0001213900-26-096784

Alert Tier

6