Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

On November 18, 2024, the Registrant entered into an Investigator Initiated Clinical Trial Agreement (the "Agreement") with the Regents of the University of Minnesota (the "University"), pursuant to which, the University shall sponsor an Investigational New Drug ("IND") application for IND 165546 GTB-3650 (the "Research Program") and shall serve as a sponsor investigator for a phase 1 clinical trial entitled, "GTB-3650 (CD16/IL-15/CD33) Tri-Specific Killer Engager (TriKE) for the Treatment of High Risk Myelodysplastic Syndromes (MDS), Refractory/Relapsed Acute Myeloid Leukemia (AML), and Minimal Residual Disease in AML," designed by the University (the "Study"). The Research Program is being conducted for clinical research use. The budget for the Study, including without limitations, funding and resources, provides for up to approximately $2 million over the course of three years borne by the Company. The Study data will be owned by the University, however, the Company may use the Study data subject to any applicable signed informed consent documents and authorization forms, applicable law and terms of the Agreement. The University and the Company will each have the right to publish the Study results. The Agreement may be terminated by the Company or the University at any time upon thirty days' written notice to the other party, by the University immediately for health, welfare and safety reasons, or by either party if the other party materially breaches the Agreement, provided that the breaching party fails to cure such breach within thirty days.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated by reference into this Item 1.01.