{"url_path":"/sec/cik-0002107170/8-k/2026-06-16/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-16","source_url":"https://www.sec.gov/Archives/edgar/data/2107170/0001683168-26-004858-index.html","accession_number":"0001683168-26-004858","cik":"0002107170","ticker":null,"issuer_name":"OXO, Inc","edgar_url":"https://www.sec.gov/Archives/edgar/data/2107170/0001683168-26-004858-index.html","primary_entity_key":"0002107170","primary_entity_name":"OXO, Inc"},"word_count":499,"has_tables":true,"body_markdown":"**Item 1.01**\n**Entry into a Material Definitive Agreement.**\n\n \n\nOn June 12, 2026, OXO, (the “Company”) entered into an\nexclusive License and Research Collaboration Agreement (the “Agreement”) with The University of Edinburgh (the “University”),\nacting through its technology transfer entity, Edinburgh Innovations Limited. The Agreement grants the Company an exclusive, worldwide,\nroyalty-bearing license to exploit, modify, commercialize, and sublicense the University's proprietary software tools, algorithms, analytical\nframeworks, and intellectual property (“Licensed Technology”) within the defined fields of Marketing Mix Modeling (MMM), marketing\nattribution, digital marketing analytics, predictive consumer behavior analytics, campaign optimization, and related software-as-a-service\n(SaaS) platforms.\n\nThe material financial, operational, and structural components of the\nAgreement include:\n\n \n\n**Sublicensing Rights and Allowances:**The Agreement expressly\npermits the Company to grant sublicenses and enter into global commercial distribution or reseller arrangements with third-party enterprises.\nIn consideration for this allowance, the University is entitled to receive ten percent (10%) of all sublicensing, partner, and reseller\nrevenues generated directly from such arrangements.\n\n \n\n**Fees and Funding:**A non-refundable, fully earned initial license\nfee of $30,000 is due and payable within ten (10) business days of execution. Beginning September 1, 2026, the Company will establish\nand fund a three-year Sponsored Research Program at the University for $180,000 annually, payable in consecutive\n\nquarterly installments of $45,000. Up to $30,000 per calendar year\nof this research budget may be allocated to fund international patent filings and intellectual property protections before the United\nKingdom Intellectual Property Office (UKIPO), European Patent Office (EPO), and World Intellectual Property Organization (WIPO).\n\n \n\n**Commercial Royalties:**The Company will pay the University a\nrunning royalty equal to two percent (2%) of gross revenues derived from its own commercial offerings utilizing the Licensed Technology,\ncalculated and paid on a quarterly basis.\n\n \n\n**Maintenance Fees:**Escalating annual portfolio maintenance fees\ncommence on January 1, 2029, at $10,000, increasing to $25,000 on January 1, 2031, and capping at $50,000 annually from January 1, 2034,\nonward.\n\n \n\n**Equity Participation:**Upon the closing of a future institutional\nfinancing or series of financings resulting in aggregate gross proceeds to the Company of at least $1,500,000 (a “Qualified Financing\nEvent”), the Company will issue common shares to the University representing three percent (3%) of the Company's issued and outstanding\ncommon equity on a fully diluted basis immediately following such issuance.\n\n \n\nThe Agreement carries an initial term of twenty (20) years with automatic\none-year renewals and contains customary legal covenants governing mutual confidentiality, intellectual property ownership segregation,\nindemnification, and academic freedom.\n\n \n\nThe description of the\nAgreement set forth above does not purport to be complete and is qualified in its entirety by reference to the full text of the License\nand Research Collaboration Agreement, a copy of which will be filed as an exhibit to the Company’s next periodic report.\n\n \n\n \n\n \n\n \n\n 2 \n\n \n\n \n\n**SIGNATURES**\n\n** **\n\nPursuant to the requirements of the Securities Exchange Act of 1934,\nthe Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.\n\n \n\n \n**OXO**\n\n \n \n\n \nBy\n/s/ Aleksejus Klimanovas\n\n \n \n\nName: Aleksejus Klimanovas\n\nTitle: Chief Executive Officer\n\nDate: June 16, 2026\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n 3"}