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 2.01. Completion of Acquisition or Disposition of Assets.
On January 16, 2025, PMGC Holdings Inc. (the “Company”) and its wholly owned subsidiary, Elevai Skincare Inc. (the “Seller”), completed the previously announced disposition of substantially all of the assets (the “Disposed Assets”) and assignment of certain of the liabilities (the “Assumed Liabilities”) of the Seller, related to the Seller’s skincare and haircare business (the “Disposition”), pursuant to an Asset Purchase Agreement dated as of December 31, 2024 (the “Purchase Agreement”), by and among the Company, the Seller, Cutis Cura Corporation (the “Buyer”) and Carmell Corporation, a Nasdaq listed company (“CTCX”). The execution of the Purchase Agreement was previously disclosed on a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (the “SEC”) on January 7, 2025.
Upon the closing of the Disposition (the “Closing”), the total purchase price for the Disposed Assets was approximately $1.4 million, consisting of (i) 1,149,226 shares of common stock, par value $0.0001 per share, of CTCX (“CTCX Common Stock”), issued by CTCX to the Seller at the Closing, as well as 117,814 additional shares of CTCX Common Stock to be withheld by CTCX for 12 months after the Closing to secure the indemnification obligations of the Company and the Seller under the Purchase Agreement; (ii) the Buyer’s assumption of the Assumed Liabilities; and (iii) $56,525 in cash to be paid within 60 days following the sale by the Buyer of all 7,500 units of the Enfinity product and 20,000 tubes of the Empower product included in the Disposed Assets as of the Closing. Following the Closing, the Buyer will pay the following additional earnout consideration for the Disposed Assets, if and when payable: (A) the Buyer will pay to the Seller, for each year ending on the anniversary of the date of the Closing (the “Closing Date”) during the five-year period following the Closing, an amount, if any, equal to 5% of the Net Sales (as defined in the Purchase Agreement) of the Buyer generated during such year from the Seller’s existing products as of the Closing; and (B) the Buyer will pay to the Seller a one-time payment of $500,000 if the Buyer achieves $500,000 in net revenue from sales of the Seller’s existing hair and scalp products as of the Closing on or before the 24-month anniversary of the Closing Date.
The Seller agreed to change its name from Elevai Skincare Inc. to PMGC Impasse Corp. within a reasonable period of time after the Closing.
The foregoing description of the Purchase Agreement and the Disposition does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which was filed as Exhibit 10.1 to the Current Report on Form 8-K filed by the Company with the SEC on January 7, 2025 and is incorporated herein by reference.
Item 8.01 Other Events.
On January 16, 2025, the Company issued a press release announcing the Closing. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(b) Pro forma financial information.
The pro forma financial information specified in Article 11 of Regulation S-X is filed as Exhibit 99.2 to this Current Report on Form 8-K.
(d) Exhibits.
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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: January 16, 2025
PMGC Holdings Inc. | ||
By: | /s/ Graydon Bensler | |
Name: | Graydon Bensler | |
Title: | Chief Executive Officer and Chief Financial Officer |
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