UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Item 1.01 Entry into a Material Definitive Agreement.
On May 3, 2024, the Board of Directors (the “Board”) of Elevai Labs Inc. (the “Company”) approved the Company entering into a one-year consulting agreement (the “Agreement”) with Santorio Biomedical, LLC (the “Consultant”) for the services of Mr. Deniel Mero, Director of Santorio Biomedical, LLC, whereby the Consultant will cause Mr. Mero to perform his services as outlined in Exhibit A to the Agreement and Consultant will be compensated on behalf of Mr. Mero by the Company in connection with his performance of such services. The Consultant will cause Mr. Mero, as an independently contracted consultant to primarily provide services to the Company’s wholly owned subsidiary Elevai Biosciences Inc., an Elevai Labs company which include but are not limited to, (i) discover, assess, and introduce biotechnology opportunities to the Company; (ii) advise the Board regarding certain strategic matters, including development of biotechnology pipeline assets, recruiting a contract research organization (CRO), assisting in efforts to recruit potential directors and team members to build the biotechnology division and forming a scientific advisory board; and (iii) to perform services for subsidiaries of the Company as may be necessary.
The Consultant will receive a $180,000 fee per year payable in monthly installments. In addition, the Consultant was granted 2,450,000 shares of restricted common stock (the “Shares”) payable in four installments over the course of ten months, which Mr. Mero will be deemed to beneficially own indirectly. Within one year after the final and fourth grant of the Shares, the Company has agreed to register the Shares under a registration statement to be filed with the United States Securities and Exchange Commission.
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, a copy of which is filed herewith as Exhibit 10.1 and is incorporated in its entirety herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are being filed herewith:
| Exhibit No. | Description | |
| 10.1 | Consulting Agreement with Santorio Biomedical, LLC | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document). |
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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: May 9, 2024
| Elevai Labs, Inc. | ||
| By: | /s/ Jordan R. Plews | |
| Name: | Jordan R. Plews | |
| Title: | Chief Executive Officer, President and Director | |
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