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 7.01 Regulation FD Disclosure
On March 21, 2025, PMGC Holdings Inc. (the “Company”), issued a press release announcing that it has repurchased shares from certain existing shareholders who contacted the Company directly. The press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information presented in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or specifically incorporates it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act.
Item 8.01 Other Events.
On March 18, 2025, the Company entered into a securities purchase agreement (the “Agreement”) with an existing holder pursuant to which the Company purchased (the “Repurchase”) thirty shares (the “Shares”) of its common stock at a purchase price of $4.235 per Share and a warrant to purchase an aggregate of thirty-six shares of common stock at an exercise price of $4,200.00 per share (the “Warrant”) at a purchase price of $0.01. The total purchase price of the Shares and the Warrant was equal to approximately One Hundred Twenty-Seven Dollars Six Cents ($127.06). The closing of the Repurchase occurred on March 18, 2025. The Company was approached to purchase these securities by the investor. The Company may or may not decide to buy back more securities from investors in the future.
The foregoing summary 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 form of which is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. | Description | |
99.1 | Press Release dated March 21, 2025 | |
99.2 | Form of Securities Purchase Agreement dated March 18, 2025. | |
104 | Cover Page Interactive Data File (formatted in Inline XBRL). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 21, 2025
PMGC Holdings Inc. | ||
By: | /s/ Graydon Bensler | |
Name: | Graydon Bensler | |
Title: | Chief Executive Officer |
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