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 on 9/23/25.

AI Summary

On September 23, 2025, PMGC Holdings Inc. entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. PMGC Holdings Inc. was formerly known as Elevai Labs Inc. and Reactive Medical Labs Inc.

Why It Matters

This filing indicates significant corporate activity, including a new material agreement and equity transactions, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements 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
• September 23, 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
• $0 — f the Company's common stock, par value $0.0001, "Common Stock") issuable under th
• $20,000,000 — the aggregate purchase amount of up to $20,000,000 (such amount, the "Commitment Amount"),
• $5,000,000 — e") in the original principal amount of $5,000,000, to be delivered by the Company to the
• $425,000.00 — e carries an original issue discount of $425,000.00 ("OID"). The Company agreed to pay $30,
• $30,000 — 0.00 ("OID"). The Company agreed to pay $30,000 to the Investor to cover the Investor's
• $4,545,000.00 — to the Company on the Closing Date was $4,545,000.00 (the "Initial Purchase Price"), compute
• $5,000,000.00 — Purchase Price"), computed as follows: $5,000,000.00 initial principal balance, less the OID
• $6.70 — Price, the Investor also agreed to pay $6.70 to Company for the Pre-Delivery Shares
• $1 — Purchase Share Purchase Price is below $1.058, the Investor may elect to have the
• $1.058 b — cable Purchase Amount that is less than $1.058 be paid in cash rather than Purchase Shar
• $25,000 — r than the pre-delivery purchase cap of $25,000.00, subject to certain conditions. If t
• $1,000,000 — property or other assets for more than $1,000,000.00, and shall remain unvacated, unbonde
• $250,000 — aximum Purchase Amount and no less than $250,000 from the Investor by providing a writte
• $3,990,000 — 5. The Company received net proceeds of $3,990,000 and plans to use such proceeds f or gen

Filing Documents

• ea0258924-8k_pmgc.htm (8-K) — 61KB
• ea025892401ex10-1_pmgc.htm (EX-10.1) — 186KB
• ea025892401ex10-2_pmgc.htm (EX-10.2) — 55KB
• ea025892401ex10-3_pmgc.htm (EX-10.3) — 50KB
• ea025892401ex10-4_pmgc.htm (EX-10.4) — 46KB
• ea025892401ex10-5_pmgc.htm (EX-10.5) — 52KB
• ea025892401ex10-6_pmgc.htm (EX-10.6) — 172KB
• 0001213900-25-092582.txt ( ) — 951KB
• elab-20250923_lab.xml (EX-101.LAB) — 34KB
• elab-20250923_pre.xml (EX-101.PRE) — 22KB
• elab-20250923.xsd (EX-101.SCH) — 3KB
• ea0258924-8k_pmgc_htm.xml (XML) — 4KB

01 Entry into

Item 1.01 Entry into a Material Definitive Agreement. Securities Purchase Agreement On September 23, 2025, PMGC Holdings Inc. (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with an institutional investor ("Investor," and, together with the Company, the "Parties"). The Purchase Agreement provides for an equity line of credit under which the Company agreed to issue and sell to the Investor, upon the terms and conditions set forth in the Purchase Agreement: (i) one or more Secured Pre-Paid Purchases (each, a "Pre-Paid Purchase," and all shares of the Company's common stock, par value $0.0001, "Common Stock") issuable under the Pre-Paid Purchases, the "Pre-Paid Shares") in the aggregate purchase amount of up to $20,000,000 (such amount, the "Commitment Amount"), which includes the Initial Pre-Paid Purchase, for the purchase of shares of Common Stock, upon the terms and subject to the limitations and conditions set forth in such Pre-Paid Purchase (as further described below); (ii) Pre-Paid Purchase # 1 (the "Initial Pre-Paid Purchase") in the original principal amount of $5,000,000, to be delivered by the Company to the Investor on the date of consummation of the issuance and sale of the Initial Pre-Paid Purchase and the Pre-Delivery Shares (such consummation, "Closing," and such date, the "Closing Date"); (iii) 56,700 shares of Common Stock as a commitment fee for Initial Pre-Paid Purchase ("Commitment Shares"), such Commitment Shares to be delivered by the Company to Investor on the Closing Date; (iv) 10,300 shares of Common Stock to be used as pre-delivery shares ("Pre-Delivery Shares," and, together with the Commitment Shares, all Pre-Paid Purchases, and the Pre-Paid Shares, the "Securities"), to be issued and delivered by the Company to Investor on the Closing Date. In connection with the Purchase Agreement, the Company also entered into the Security Agreement (as defined and described below) and the Pledge Agreement (as

02 Unregistered

Item 3.02 Unregistered Sales of Equity Securities. The disclosure required by this Item 3.02 and included in Item 1.01 of this Form 8-K is incorporated herein by reference. The Commitment Shares and Pre-Delivery Shares 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 Purchase Agreement, the offering and sale of the Commitment Shares and Pre-Delivery Shares 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 Statements

Item 9.01 Financial Statements and Exhibits. Exhibit No. Description 10.1 Form of Securities Purchase Agreement 10.2 Form of Pre-Paid Purchase 10.3 Form of Guaranty 10.4 Form of Security Agreement 10.5 Form of Pledge Agreement 10.6 Form of Placement Agency Agreement 104 Cover Page Interactive Data File (formatted in Inline XBRL). 4

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: September 29, 2025 PMGC Holdings Inc. By: /s/ Graydon Bensler Name: Graydon Bensler Title: Chief Executive Officer 5

View Full Filing

View this 8-K filing on SEC EDGAR