{"url_path":"/sec/elab/8-k/2026-06-05/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-05","source_url":"https://www.sec.gov/Archives/edgar/data/1840563/0001213900-26-065791-index.html","accession_number":"0001213900-26-065791","cik":"0001840563","ticker":"ELAB","issuer_name":"PMGC Holdings Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1840563/0001213900-26-065791-index.html","primary_entity_key":"0001840563","primary_entity_name":"PMGC Holdings Inc."},"word_count":842,"has_tables":true,"body_markdown":"**Item 1.01 Entry into a Material Definitive\nAgreement.**\n\n \n\n**(a) Term Sheet\nbetween NorthStrive Defense Tech LLC and the Florida State University Research Foundation**\n\n \n\nOn June 2, 2026, NorthStrive\nDefense Tech LLC (“NorthStrive Defense Tech”), a wholly owned subsidiary of PMGC Holdings Inc. (the “Company”)\nentered into a binding term sheet (“Term Sheet”) with Florida State University Research Foundation, Inc. (“FSURF”),\na Florida direct-support organization of Florida State University, pursuant to which FSURF will license patent rights related to U.S.\nPatent No. 12,291,334 (“Patent”) and the related know-how to NorthStrive Defense Tech. The license (“License”)\nis exclusive, worldwide, sublicensable, and covers the field of aerospace and defense technologies. As consideration for the License,\nNorthStrive Defense Tech agreed to a tiered earned royalty arrangement with FSURF on net sales of licensed products in connection with\nthe License, pursuant to which a royalty is paid as a percentage depending on product category and cumulative net sales, subject to an\nannual minimum royalty and a sublicensing revenue share percentage to be paid to FSURF. NorthStrive Defense Tech will also pay an annual\nlicense maintenance fee to FSURF. FSURF will retain all other rights not expressly granted under the Term Sheet. NorthStrive Defense Tech\nagreed to pursue a multi-year development plan, as further set forth in Appendix B of the Term Sheet, using commercially reasonable efforts.\nSuch development plan is subject to change as technical, funding, and market conditions develop, and the parties may adjust timelines\nset forth thereunder by mutual agreement.\n\n \n\nThe foregoing summary\nof the Term Sheet does not purport to be complete and is qualified in its entirety by reference to the full text of the Term Sheet, a\ncopy of which is filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.\n\n  \n\n**(b) Educational\nResearch Agreement between NorthStrive Defense Tech LLC and the Florida State University Research Foundation**\n\n \n\nOn June 1, 2026, NorthStrive\nDefense Tech entered into an Educational Research Agreement with FSURF (“Research Agreement”), in connection with the Term\nSheet and to support continued development of the technology related to the Patent. Under the Research Agreement, NorthStrive Defense\nTech agreed to fund $490,657, as further described in the Research Agreement, for research related to the technology underlying the Patent\n(“Research”). The Research will be performed by the Center for Intelligent Systems, Control, and Robotics (“Provider”)\nat the Florida State University. Invoicing for the sponsored funds are milestone-based and is further set forth in Attachment B to the\nResearch Agreement. The Research will be conducted on a best, reasonable efforts basis, and the Provider did not guarantee specific results.\nThe manner of the performance of the Research is determined solely by the Provider.\n\n \n\nAny Invention (as defined\nbelow) made during the Research by the Provider will belong to FSURF, subject to the option (“Option”) FSURF granted to NorthStrive\nDefense Tech under the Research Agreement to negotiate a royalty-bearing agreement to license any Invention made during the Research by\nthe Sponsor. In addition to the Option, FSURF granted to NorthStrive Defense Tech a royalty free, non-exclusive license for internal,\nnon-commercial use of any Invention made during the Research, to the extent that FSURF has the legal rights to grant such license. To\nbegin negotiations for such license for any Invention, NorthStrive Defense Tech shall indicate its desire to do so in writing within 45\ndays of disclosure of the Invention by FSURF to NorthStrive Defense Tech. In such event, NorthStrive Defense Tech and FSURF are obligated\nto negotiate in good faith for a period not more than 90 days from NorthStrive Defense Tech’s indication of interest to negotiate\nthe license agreement, or such period of time as to which the parties may mutually agree. If the parties fail to enter into a license\nagreement during such period of time, the rights to such Invention will be disposed of in accordance with Florida State University’s\npolicies, with no further obligation to NorthStrive Defense Tech.\n\n \n\n1\n\n \n\n \n\nThe Research term\nunder the Research Agreement is 12 months, commencing on June 1, 2026 and ending on June 1, 2027. The Research Agreement is\nterminable by either party with 30 days’ advance written notice in accordance with the terms thereof. “Invention”\nmeans any discovery, concept, or idea, whether or not patentable or copyrightable, including but not limited to processes, methods,\ncomputer software, formulas and techniques, improvements thereof, experimental results, and know-how relating thereto. An Invention\nis “made during the Research” if it arises from work performed pursuant to the Research conducted under the Research\nAgreement and is conceived and reduced to practice, actively or constructively, during the term of the Research Agreement, or is\nconceived during the term of the Research Agreement and reduced to practice within six (6) months after termination of the work\nperformed thereunder.\n\n \n\nThe foregoing summary\nof the Research Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Research\nAgreement, a copy of which is filed as Exhibit 10.2 to this Form 8-K and is incorporated herein by reference."}