PMGC Holdings Inc. Enters Material Definitive Agreement

TL;DR

PMGC Holdings Inc. just signed a big deal, filing an 8-K on 8/12/25.

AI Summary

On August 12, 2025, PMGC Holdings Inc. entered into a material definitive agreement. The company, formerly known as Elevai Labs Inc. and Reactive Medical Labs Inc., is incorporated in Nevada and operates in the Pharmaceutical Preparations industry.

Why It Matters

This filing indicates a significant new contract or partnership for PMGC Holdings Inc., which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — Entering into a material definitive agreement is a significant event that could carry substantial risks and rewards, warranting a medium risk assessment.

Key Numbers

• 001-41875 — SEC File Number (Identifies the company's filing history with the SEC.)
• 33-2382547 — IRS Employer Identification No. (Tax identification number for the company.)

Key Players & Entities

• PMGC Holdings Inc. (company) — Registrant
• August 12, 2025 (date) — Date of earliest event reported
• Elevai Labs Inc. (company) — Former company name
• Reactive Medical Labs Inc. (company) — Former company name
• Nevada (jurisdiction) — State of incorporation
• 120 Newport Center Drive, Ste. 249 Newport Beach, CA 92660 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value ELAB The Nasdaq Stock Mar
• $0 — as follows: (i) Acquisition Value from $0 to $5,000,000 – Northstrive is entitled
• $5,000,000 — lows: (i) Acquisition Value from $0 to $5,000,000 – Northstrive is entitled to an Acquisi
• $10,000,000 — i) Acquisition Value over $5,000,000 to $10,000,000 – Northstrive is entitled to an Acquisi
• $20,000,000 — ) Acquisition Value over $10,000,000 to $20,000,000 – Northstrive is entitled to an Acquisi

Filing Documents

• ea0252904-8k_pmgc.htm (8-K) — 45KB
• ea025290401ex10-1_pmgc.htm (EX-10.1) — 18KB
• ea025290401ex10-2_pmgc.htm (EX-10.2) — 18KB
• 0001213900-25-077686.txt ( ) — 257KB
• elab-20250812.xsd (EX-101.SCH) — 3KB
• elab-20250812_lab.xml (EX-101.LAB) — 33KB
• elab-20250812_pre.xml (EX-101.PRE) — 22KB
• ea0252904-8k_pmgc_htm.xml (XML) — 4KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. (a) Amendment No. 3 to the Second Amended and Restated Consulting Agreement for Non-Executive Chairman between the Company and Northstrive Companies Inc. On August 12, 2025, PMGC Holdings Inc., a Nevada corporation (the "Company"), and Northstrive Companies Inc., a California corporation (such corporation, "Northstrive") wholly owned by the Company's Chairman, Braeden Lichti, entered into Amendment No. 3 (such amendment, "Amendment No. 3 to Second Amended Northstrive Consulting Agreement") to the Second Amended and Restated Consulting Agreement for Non-Executive Chairman between the Company and Northstrive ("Second Amended Northstrive Consulting Agreement"). 1. Acquisition Awards Amendment No. 3 to Second Amended Northstrive Consulting Agreement provided for the Company's grant of a fully vested award in the form of either: (i) restricted stock units ("RSUs"), (ii) restricted stock, or (iii) cash (each, "Acquisition Award") to Northstrive on the consummation of any acquisition of (i) an entity, (ii) assets, or (iii) capital stock by the Company or any Subsidiary (as defined below). The amount of the Acquisition Award to Northstrive will be calculated based on the total purchase price of the consummated acquisition, regardless of whether or not such purchase price is paid in cash, stock, assumed debt, or other consideration (such purchase price, the "Acquisition Value"), and will be determined as follows: (i) Acquisition Value from $0 to $5,000,000 – Northstrive is entitled to an Acquisition Award of 5% of the Acquisition Value; (ii) Acquisition Value over $5,000,000 to $10,000,000 – Northstrive is entitled to an Acquisition Award of 6% of the Acquisition Value; (iii) Acquisition Value over $10,000,000 to $20,000,000 – Northstrive is entitled to an Acquisition Award of 7% of the Acquisition Value; and (iv) Acquisition Value over $20,000,000 - Northstrive is entitled to an Acquisition Award of 8% of t

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Amendment No. 3 to the Second Amended and Restated Consulting Agreement for Non-Executive Chairman between the Company and Northstrive Companies Inc. dated August 12, 2025. 10.2 Amendment No. 3 to the Second Amended and Restated Consulting Agreement for Non-Employee Chief Executive Officer between the Company and GB Capital Ltd dated August 12, 2025. 104 Cover Page Interactive Data File (formatted in Inline XBRL). 3

SIGNATURES

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: August 18, 2025 PMGC Holdings, Inc. By: /s/ Graydon Bensler Name: Graydon Bensler Title: Chief Executive Officer, Chief Financial Officer, and Director 4

View Full Filing

View this 8-K filing on SEC EDGAR