Item 1.01 Entry into a Material Definitive Agreement.

On May 4, 2022 ("Effective Date"), Mosaic ImmunoEngineering, Inc., a Delaware corporation (the "Company"), entered into a License Agreement (the "Agreement") with Case Western Reserve University ("CWRU") pursuant to its rights granted under the Material Transfer, Evaluation, and Exclusive Option Agreement ("License Option Agreement") with CWRU dated July 1, 2020. Under the Agreement, CWRU licensed to the Company the exclusive worldwide rights to develop and commercialize oncology treatments based on cowpea mosaic virus (CPMV), the core technology behind the Company's lead immunotherapy candidate, MIE-101, and other applications under the platform technology for both human and veterinary uses.

Pursuant to the terms of the Agreement, the Company agreed to pay CWRU for each licensed product used in human applications (i) development milestones of up to $1.8 million in aggregate dependent upon the progress of clinical trials, regulatory approvals, and initiation of product launch, (ii) tiered royalty on net sales beginning in the mid-single digits, (iii) annual minimum royalty of $10,000 beginning on the second anniversary date of the Agreement with the minimum amount rising based on net sales of a licensed product, and (iv) a declining percentage of all non-royalty sublicensing income based on the escalating stage of development upon a sublicensing event, if applicable. In addition, the Company agreed to pay CWRU for each licensed product used in veterinarian applications (i) a tiered royalty on net sales beginning in the low single digits and (ii) a declining percentage of all non-royalty sublicensing income based on the escalating stage of development upon a sublicensing event, if applicable.

In addition, the Company agreed to reimburse CWRU for all intellectual property fees incurred since inception of the portfolio through the date of the License Option Agreement in the amount of approximately $278,000, payable in four (4) equal quarterly installments beginning upon the sooner of (i) August 31, 2022 or (ii) upon the Company closing a financing in the amount of $5 million or more.

The Agreement will remain in effect until the later of (i) twenty (20) years from the Effective Date, (ii) on the expiration date of the last-to-expire patent under the Agreement or (iii) at the expiry of all Market Exclusivity Periods for a licensed product, as defined in the Agreement.

The foregoing description of the Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which will be filed as an exhibit to the Company's future periodic report on Form 10-Q for the quarter ending June 30, 2022.




Item 7.01 Regulation FD.

On May 5, 2022, the Company issued a press release announcing the Agreement. A copy of the press release is furnished as Exhibit 99.1 hereto, and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section. Furthermore, Exhibit 99.1 shall not be deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.




  Item 9.01    Financial Statements and Exhibits

  (d) The following exhibits are being filed herewith:

  Exhibit No.  Description
      99.1       Press Release issued by Mosaic ImmunoEngineering, Inc. on May 5,
               2022








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