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 July 18, 2025, PMGC Holdings Inc. (the “Company”) completed the acquisition (the “Acquisition”) of 100% of the membership units (the “Units”) of AGA Precision Systems LLC (the “Target”), pursuant to a Membership Interest Purchase Agreement dated as of July 18, 2025 (the “Acquisition Agreement”), by and between the Company, the Target and Jeffrey Uhrig, the sole member of the Target (the “Seller”).
The Acquisition closed on July 18, 2025. The purchase consideration for the Units consisted of $650,000 in cash paid by the Buyer to the Seller at the closing of the Acquisition (the “Closing”).
Pursuant to the Acquisition Agreement, the Seller agreed to non-competition and non-solicitation covenants for a period of five years following the Closing. The Seller and the affiliates of the Seller are restricted from engaging in or assisting any business that competes with the business of the Target, subject to certain exceptions. In addition, the Seller is prohibited from soliciting or hiring the employees of the Company other than pursuant to a general solicitation which is not directed specifically to any employees of the Company.
The foregoing description of the Acquisition does not purport to be complete and is qualified in its entirety by reference to the full text of the Acquisition Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Form 8-K”) and incorporated by reference herein.
Item 8.01 Other Events
On July 18, 2025, the Company issued a press release announcing the Closing. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.
The information set forth under this Item 8.01, including Exhibit 99.1, shall not be deemed “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, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are being filed herewith:
| Exhibit No. |
Description | |
| 10.1* | Acquisition Agreement dated as of July 18, 2025, by and between PMGC Holdings Inc., Jeffrey Uhrig and AGA Precision Systems LLC | |
| 99.1 | Press Release of PMGC Holdings Inc. dated as of July 18, 2025. | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document). |
| * | The schedules, exhibits or similar attachments have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish copies of any schedules, exhibits or similar attachments to the Securities and Exchange Commission upon request. |
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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: July 22, 2025
| PMGC Holdings, Inc. | ||
| By: | /s/ Graydon Bensler | |
| Name: | Graydon Bensler | |
| Title: | Chief Executive Officer, President and Director | |
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