PMGC Holdings Inc. Files 8-K on Security Holder Rights

Ticker: ELAB · Form: 8-K · Filed: Sep 4, 2025 · CIK: 1840563

Sentiment: neutral

Topics: corporate-governance, bylaws, security-rights

TL;DR

PMGC Holdings Inc. filed an 8-K on 8/28/25, changing security holder rights and bylaws.

AI Summary

On August 28, 2025, PMGC Holdings Inc. filed an 8-K report detailing material modifications to the rights of its security holders and amendments to its articles of incorporation or bylaws. The filing also includes other events and financial statements/exhibits. The company, formerly known as Elevai Labs Inc. and Reactive Medical Labs Inc., is incorporated in Nevada and based in Newport Beach, CA.

Why It Matters

This 8-K filing indicates significant changes in the company's corporate structure or security holder agreements, which could impact investor rights and the company's governance.

Risk Assessment

Risk Level: medium — Filings related to modifications of security holder rights and amendments to bylaws can introduce new risks or alter existing ones for investors.

Key Players & Entities

FAQ

What specific modifications were made to the rights of security holders?

The filing indicates material modifications to the rights of security holders, but the specific details are not provided in the provided text snippet.

What amendments were made to the articles of incorporation or bylaws?

The filing states there were amendments to the articles of incorporation or bylaws, but the specific changes are not detailed in the provided text.

When was the earliest event reported in this 8-K filing?

The earliest event reported in this 8-K filing was on August 28, 2025.

What were the former names of PMGC Holdings Inc.?

PMGC Holdings Inc. was formerly known as Elevai Labs Inc. and Reactive Medical Labs Inc.

Where is PMGC Holdings Inc. located?

PMGC Holdings Inc. is located at 120 Newport Center Drive, Suite 250, Newport Beach, CA 92660.

Filing Stats: 906 words · 4 min read · ~3 pages · Grade level 9.4 · Accepted 2025-09-04 09:25:05

Key Financial Figures

Filing Documents

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

03 Amendment to Articles of Incorporation

Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year. On August 28, 2025, PMGC Holdings Inc. (the "Company") filed a Certificate of Amendment to the Company's Articles of Incorporation, as amended (the "Certificate of Amendment"), to effect a 3.5-for-1 reverse stock split (the "Split") of the shares of the Company's authorized, issued, and outstanding shares of common stock, par value $0.0001 per share ("Common Stock"), such Split to be effective on September 2, 2025 at 9:30 a.m. Eastern Standard Time (the "Effective Time"). The Certificate of Amendment provided that at the Effective Time, every 3.5 shares of the Company's issued and outstanding Common Stock would be automatically combined, without any action on the part of the holder thereof, into one share of Common Stock. The Certificate of Amendment also provided that the Company's authorized shares of Common Stock would be 81,632,654 and the authorized shares of capital stock would be 581,632,654 (81,632,654 shares of Common Stock and 500,000,000 shares of preferred stock par value $0.0001 per share ("Preferred Stock")). Prior to the Effective Time, the Company was authorized to issue 285,714,286 shares of Common Stock and 500,000,000 shares of Preferred Stock. The Common Stock began trading on a Split-adjusted basis on The Nasdaq Capital Market when the market opened on September 2, 2025. The trading symbol for the Common Stock remained "ELAB" after the Split. The Common Stock was assigned a new CUSIP number (73017P300) following the Split. The Split had no effect on the par value of the Common Stock. No fractional shares were issued in connection with the Split and stockholders received one share of Common Stock in lieu of a fractional share. To reflect the Split, the Company proportionally adjusted the number of shares of Common Stock (i) underlying its outstanding stock awards, (ii) underlying its outstanding options, (iii) reserved under its equity incentive plan, (iv) un

01. Other Information

Item 8.01. Other Information. On August 28, 2025, the Company issued a press release announcing the Split. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information presented in Item 8.01 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.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 Certificate of Amendment filed on August 28, 2025. 99.1 Press Release dated August 28, 2025. 104 Cover Page Interactive Data File (formatted in Inline XBRL). 1

SIGNATURES

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: September 4, 2025 PMGC Holdings, Inc. By: /s/ Graydon Bensler Name: Graydon Bensler Title: Chief Executive Officer and Chief Financial Officer 2

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