Ummino · NCSU Partnership

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August 2026

Ummino and NCSU License Agreement Proposal

Prepared for
Office of Technology Licensing, NC State University

Background. Botany AI, Inc., doing business as Ummino, acquired Mammae Biosciences in 2022. In 2023, NC State and Ummino restated and amended the license agreement, formally assigning it from Mammae to Ummino. Since then, Ummino has raised more than $5 million in private capital and invested more than $4 million of it commercializing this licensed technology: advancing the production strain to a commercial-ready state, completing an FDA pre-submission meeting for GRAS (Generally Recognized As Safe) notification that clears the regulatory path to an FDA filing, and running pilot manufacturing trials with Danone in France validating commercial scale production. This investment has been complemented by third-party funding that reflects outside confidence in Ummino: an NSF SBIR Phase I grant awarded to Ummino as the principal recipient (a Phase II application was also submitted), and a $500,000 Strategic Growth Loan from the North Carolina Biotechnology Center, a state-funded award that required Ummino to secure a matching equity investment from outside investors and to clear NC Biotech's milestone diligence. Ummino has also reimbursed NC State more than $100,000 in patent fees to date, and continues to fund active prosecution of NC State's licensed patent portfolio.

1

The Commercial Opportunity

GLP-1 companion nutrition, ~$13B by 2035
2

NCSU's Return

Royalties, milestone fee, and success fee at exit
3

Our Proposal

Payment schedule, business milestones, and royalty structure

The Commercial Opportunity

GLP-1 companion nutrition: The fastest-growing segment in the food sector.

GLP-1 therapy is now mainstream. About 12% of U.S. adults take a GLP-1 medication (KFF, 2025). These users eat less and shift toward smaller serving sizes, nutrient-dense products, and functional beverages, which drives demand for protein and fiber in ready-to-drink formats, the fastest-growing format in the segment (Mordor Intelligence, 2026). The companion-nutrition market is projected to reach roughly $13 billion by 2035 (Future Market Insights, 2025).

Lactose is poorly tolerated by GLP-1 users, which makes it a liability in this category. The rBHT (beta-hexosyl-transferase) platform treats it as a raw material instead: the enzyme converts the lactose already in a dairy product into GOS (galacto-oligosaccharide), a prebiotic fiber with published support for intestinal barrier integrity (NCT06068894), while reducing how much lactose is left behind. The result is dairy that fits what GLP-1 consumers need: added fiber, better tolerance, a clean label, and no new ingredient to declare.

U.S. adult GLP-1 use
~12%
KFF, 2025
Companion nutrition by 2035
~$13B
Future Market Insights, 2025
Fastest-growing format
Ready-to-drink
Mordor Intelligence, 2026
Core unmet needs
Fiber & tolerance
Protein, clean label

Commercialization Strategy

Beachhead Partner: Tnuva, Israel's largest food & dairy manufacturer

Tnuva is Israel's largest food manufacturer and dominant dairy company (founded in 1926, with roughly half the national dairy market and over $2 billion in annual revenue), spanning fresh dairy, fermented products, functional beverages, and specialty cheese. Tnuva is pursuing functional-dairy innovation through its Ba'emek group and its Tnuva Ventures platform, and is evaluating the rBHT platform across the three commercial applications below. Ummino has already executed a Material Transfer Agreement with Tnuva covering this work, and commercial-scale supply chain manufacturing for the partnership is established.

Why this is a beachhead, not a one-off. One anchor partner, multiple product wedges: this is a land-and-expand entry point, not a single SKU that lives or dies on its own. Tnuva's evaluation spans exactly the categories that scale internationally: functional beverages, fermented dairy, and functional ingredients.

1

Functional / prebiotic beverage

The enzyme converts lactose into prebiotic fiber directly inside the beverage, a clean-label benefit with no separately declared new ingredient. Best fit with the GLP-1 companion positioning.

2

Yogurt and fermented dairy

Enzyme performance in live fermented systems, including starter-culture compatibility and the finished-product oligosaccharide profile.

3

Functional ingredients

Ummino enables the partner to upgrade its lactose waste stream into a high-value functional ingredient.

One anchor partner across three product lines creates room to expand within that account. The same platform supports parallel conversations with other tier-one dairy companies, including near-term discussions with Schreiber Foods (U.S.) and FrieslandCampina (EU).

Path to Scale

Manufacturing, production strain, and regulatory plan

This is the execution plan Ummino is ready to run the moment this amendment is signed. Reinstating the license unlocks the funding to move on manufacturing, strain development, and regulatory filing together.

M

Manufacturing

Commercial-scale production is being established with a bioprocessing partner located near our anchor commercial partner. That supply chain partner will ultimately have a 25,000-liter bioprocessing facility to supply this program at industrial volume.

Bioprocessing partner · commercial scale · CMO
S

Production strain

We've established a partnership that will allow the strain to be reengineered into an improved, food-clean production strain, moving away from the GS115 host to a non-royalty-bearing host chassis. That partnership is with the group that originally established the Komagataella phaffii (Pichia pastoris) expression system used for industrial protein production, giving Ummino direct access to the team behind the platform's core science.

Contract research organization (CRO) · strain science
R

Regulatory

Immediate submission of GRAS (Generally Recognized As Safe) notification to the FDA once the license agreement and funding are resolved. U.S. GRAS and additional regulatory dossiers are in preparation with Exponent.

GRAS notification filing upon resolution & funding

The Plan

Ummino's forward-looking plan: Sept '26 through Q1 '28

Sep
2026
Oct
Nov
Dec
Jan
2027
Feb
Mar
Apr
May
Jun
Jul
Aug
Sep
Oct
Nov
Dec
Jan
2028
Feb
Regulatory
GRAS notification
filed with FDA
FDA "No Questions" letter window (H1 '28)
Manufacturing
80L pilot
at YDL Israel
Commercial
pilot #1
Commercial
pilot #2
Commercial
Evaluation
agmt. executed
Proof of
concept eval.
Joint product
development
Pilot
scale-up
Commercial
launch
Regulatory event Manufacturing event Commercial event Future / expected

The plan starts September 2026. The independent production strain program completes in Q4 2026. Ummino executes an evaluation agreement with its commercial partner at the outset, moving through proof of concept, joint product development, and pilot scale-up, with first commercial launch in October 2027. GRAS notification is submitted to FDA shortly after the plan begins, with a "no questions" letter expected in H1 '28.

Proposed Improvements to Royalty and exit fee structure for NCSU

Expanding NCSU's Royalty Revenue Opportunity. Under the current license, royalty-bearing revenue flows only from Ummino's Net Sales of GOS and hGOS as Licensed IP Products. The enzyme, used directly as an additive, falls outside the current royalty and milestone mechanics. The proposed amendment brings Net Sales of enzyme into the royalty-bearing structure as a third Licensed IP Product, materially increasing NCSU's return.

Current terms vs. proposed amendment · 5-year NCSU return

Current license · ingredient revenue only

~$378K
Running royalty over 5 years, current terms (1.5% / 2.5%)
  • Royalty applies only to Ummino's Net Sales of Licensed IP Products (GOS/hGOS ingredient sales).
  • Modeled at ~30% of Ummino's total revenue, since ingredient sales are one of three near-term revenue channels.
  • Cumulative Licensed IP Product Net Sales reach ~$19M by Year 5, under the current 1.5% (first $10M) / 2.5% (above $10M) rate.
  • Sales milestone ($500K at $20M cumulative) not triggered within 5 years under this basis (Appendix B; Article 1.13 defines “Net Sales” as sales of Licensed IP Products and/or Licensed Services only).
Enzyme sold directly as an additive, the primary near-term commercial pathway, falls outside the current royalty structure.

5-year Ummino revenue & NCSU royalty projection

Revenue projection · 2028–2032 ($000s)

$0 $20M $40M $60M $1.25M $5M $12.5M $20M $25M Cum $63.8M $10M threshold · rate steps down to 1.5% $20M threshold · $500K milestone fee Y1 · 2028 Y2 · 2029 Y3 · 2030 Y4 · 2031 Y5 · 2032 Annual revenue Cumulative Net Sales
Ummino revenue modeled on current ingredient-pricing assumptions (~$0.05/serving effective). Vertical marker: $10M cumulative Net Sales threshold (proposed rate steps from 3% to 1.5%).

NCSU 5-year return breakdown

$0 $500K $1M $1.5M $2M $2.5M Current license ~$378K total Amended license $300K $806K (1.5%) $500K ~$1.61M total 5-year NCSU return First $10M tier Above $10M tier Sales milestone fee
Amended terms: running royalty flow (3% first $10M, 1.5% above) + $500K sales milestone fee triggered when cumulative Net Sales cross $20M (~Year 4). Milestone fee is an existing term (Appendix B), unchanged by this proposal.

Success Fee at exit. Separately, Ummino is proposing to raise the Success Fee payable to NC State upon a Liquidation Event or IPO (Article 3.02) from 1.5% to 3% of Aggregate Consideration or Pre-Money Valuation. This is in addition to, and separate from, the running royalty and milestone streams above.

Estimated Success Fee at exit, by outcome

$50M exit
$1.5M
vs. $750K at current 1.5%
$100M exit
$3.0M
vs. $1.5M at current 1.5%
$150M exit
$4.5M
vs. $2.25M at current 1.5%
$200M exit
$6.0M
vs. $3.0M at current 1.5%

Our Proposal

Payment Schedule

TimingAmount
At execution$75,000
Month 3$25,000
Months 4–15 (12 months)$5,000/month ($60,000)
Total$160,000

Business Milestones

MilestoneTarget Date
Executed development or evaluation agreement with a commercial partnerWithin 6 months
GRAS notification relating to a Licensed IP Product submitted to the US FDA for reviewWithin 9 months
First Commercial Sale of a Licensed IP ProductWithin 24 months
Running royalty floor under Article 3.06Beginning the second full calendar year following First Commercial Sale

Royalty Structure

TermCurrentProposed
Success Fee at exit (Article 3.02)1.5%3.0%
Running royalty on Net Sales (Article 3.06)1.5% first $10M / 2.5% above3.0% first $10M / 1.5% above