UNITED STATES
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FORM
Current Report Pursuant to Section 13 or 15(d) of
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Item 1.01. Entry into a Material Definitive Contract.
On June 13, 2024, MDB Capital Holdings, LLC (“MDB”), funded a newly founded Nevada corporation, MDB Minnesota One, Inc (“Minnesota One”), that was formed for the purpose of entering into a patent and know-how license agreement (the “License Agreement”) with the Mayo Foundation for Medical Education and Research (“Mayo”). The objective of the License Agreement is for Minnesota One to develop a small molecule senescence platform. Under the terms of the License Agreement Minnesota One will pay an up-front license fee to Mayo of One Hundred Fifty Thousand Dollars ($150,000). To maintain its rights under the License Agreement, Minnesota One is subject to achieving certain developmental and funding milestones within designated time periods and to paying Mayo royalties on net sales of licensed products.
The founding ownership of Minnesota One had MDB owning 67% and Mayo owning 33% of the issued and outstanding common stock, as of the date of the License Agreement.
After the initial formation of Minnesota One and finalization and entry into the License Agreement between Mayo and Minnesota One, MDB entered into a Term Equity Purchase Agreement (“Purchase Agreement”) to provide capital for operations of Minnesota One in exchange for the issuance of shares of common stock of Minnesota One to MDB. Under the terms of the Purchase Agreement, MDB may invest up to $5,000,000 over 5 years time into Minnesota One in amounts and increments tied to business needs. The terms of an ancillary agreement to the License Agreement provides Mayo with a right of participation in future financings of Minnesota One.
MDB intends to develop the business of Minnesota One and will rename the company once the business strategy is fully formulated. MDB plans to fund and grow Minnesota One similarly to its approach with other university licensed technologies, aiming ultimately to list Minnesota One on a national exchange to aid in commercialization and funding efforts.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: July 8, 2024 | MDB Capital Holdings, LLC | |
| By | /s/ Christopher Marlett | |
| Christopher Marlett | ||
| Chief Executive Officer | ||