PMGC Holdings Inc. Files 8-K: Material Agreement & Equity Sales

TL;DR

PMGC Holdings Inc. signed a big deal and sold some stock, filing an 8-K.

AI Summary

On August 22, 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 sector. The filing also notes unregistered sales of equity securities and includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate activity for PMGC Holdings Inc., including a new material agreement and potential equity transactions, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing details a material definitive agreement and unregistered sales of equity, which can introduce financial and operational risks.

Key Players & Entities

• PMGC Holdings Inc. (company) — Registrant
• Elevai Labs Inc. (company) — Former company name
• Reactive Medical Labs Inc. (company) — Former company name
• August 22, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value ELAB The Nasdaq Stock Mar
• $3.22 — e price of their Existing Warrants from $3.22 to $2.015 per share and to exercise suc
• $2.015 — f their Existing Warrants from $3.22 to $2.015 per share and to exercise such Existing
• $1.89 — ew Warrants") with an exercise price of $1.89 per share (subject to adjustment pursua
• $1,668,218 — the Company received gross proceeds of $1,668,218.50, prior to the deduction of expenses.

Filing Documents

• ea0254429-8k_pmgc.htm (8-K) — 44KB
• ea025442901ex4-1_pmgc.htm (EX-4.1) — 127KB
• ea025442901ex10-1_pmgc.htm (EX-10.1) — 53KB
• 0001213900-25-080415.txt ( ) — 441KB
• elab-20250822.xsd (EX-101.SCH) — 3KB
• elab-20250822_lab.xml (EX-101.LAB) — 34KB
• elab-20250822_pre.xml (EX-101.PRE) — 22KB
• ea0254429-8k_pmgc_htm.xml (XML) — 4KB

01 Entry into

Item 1.01 Entry into a Material Definitive Agreement. On August 22, 2025, PMGC Holdings Inc. (the "Company") entered into a warrant inducement agreement (the "Warrant Inducement Agreement") with certain warrant holders (the "Warrant Holders"), which Warrant Inducement Agreement references the Company's common stock purchase warrants (the "Existing Warrants"), which Existing Warrants were previously issued to the Warrant Holders under the terms of that certain Warrant Inducement Agreement dated January 27, 2025 between the Company and the Warrant Holders ("First Warrant Inducement"). Pursuant to the Warrant Inducement Agreement, the holders of the Existing Warrants agreed to reduce the exercise price of their Existing Warrants from $3.22 to $2.015 per share and to exercise such Existing Warrants at the reduced exercise price. Additionally, the Company agreed to issue unregistered warrants (the "New Warrants") with an exercise price of $1.89 per share (subject to adjustment pursuant to the terms of the warrant agreement for such New Warrants (the "New Warrant Agreement"), to purchase 827,900 shares of Common Stock, in the aggregate. On August 25, 2025, the Company consummated the transactions contemplated under the terms of the Warrant Inducement Agreement ("Warrant Inducement Transactions"). Pursuant to the Warrant Inducement Transactions, the Company received gross proceeds of $1,668,218.50, prior to the deduction of expenses. Univest, the exclusive warrant inducement agent and financial advisor to the Company for the Warrant Inducement Transactions, was paid $ 146,775.30 as compensation (7% of the aggregate proceeds from the Warrant Inducement Transactions) and for certain fees and expenses incurred in connection with the Warrant Inducement Transactions. Terms of the New Warrants The New Warrants have an exercise price of $1.89 per share and will be exercisable at any time on or after the Shareholder Approval Date (as defined below) (such date, the "Initial

02 Unregistered

Item 3.02 Unregistered Sales of Equity Securities. The disclosure required by this Item and included in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The New Warrants have not been registered under the Securities Act, and may not be sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. Based in part upon the representations of the holder in the Warrant Inducement Agreement, the offering and sale of the New Warrants is exempt from registration under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act.

01 Financial

Item 9.01 Financial Exhibit No. Description 4.1 Form of New Warrant 10.1 Form of Warrant Inducement Agreement 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 25, 2025 PMGC Holdings Inc. By: /s/ Graydon Bensler Name: Graydon Bensler Title: Chief Executive Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR