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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

Current Report

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): March 18, 2025

 

PMGC Holdings Inc.
(Exact name of registrant as specified in its charter)

 

Nevada   001-41875   33-2382547
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (I.R.S. Employer
Identification No.)

 

c/o 120 Newport Center Drive, Ste. 249

Newport Beach, CA

  92660
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (866) 794-4940

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, $0.0001 par value   ELAB   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 

 

 

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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