PMGC Holdings Inc. Completes Acquisition of 03 Life Sciences

TL;DR

PMGC Holdings Inc. just bought 03 Life Sciences. Big pharma move.

AI Summary

PMGC Holdings Inc. announced the completion of its acquisition of 03 Life Sciences on October 26, 2025. The company also entered into a material definitive agreement related to this transaction. This filing also includes Regulation FD Disclosure and Financial Statements and Exhibits.

Why It Matters

This acquisition signifies a significant strategic move for PMGC Holdings Inc., potentially expanding its market presence and product offerings in the pharmaceutical preparations sector.

Risk Assessment

Risk Level: medium — Acquisitions inherently carry integration risks, potential for overpayment, and market reception uncertainties.

Key Players & Entities

• PMGC Holdings Inc. (company) — Registrant
• 03 Life Sciences (company) — Acquired Entity
• October 26, 2025 (date) — Completion Date of Acquisition
• 2834 (number) — Standard Industrial Classification for Pharmaceutical Preparations

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value ELAB The Nasdaq Stock Mar
• $548,000 — hase Price for the Purchased Assets was $548,000.00, payable at Closing as follows: (a)
• $350,000.00 — .00, payable at Closing as follows: (a) $350,000.00 to be used to satisfy and discharge Sel
• $28,000.00 — Small Business Administration loan; (b) $28,000.00 to be paid to Seller at Closing; and (c
• $170,000.00 — o be paid to Seller at Closing; and (c) $170,000.00 to be paid pursuant to a two-year promi

Filing Documents

• ea0262663-8k_pmgc.htm (8-K) — 34KB
• ea026266301ex10-1_pmgc.htm (EX-10.1) — 102KB
• ea026266301ex10-2_pmgc.htm (EX-10.2) — 29KB
• ea026266301ex99-1_pmgc.htm (EX-99.1) — 12KB
• 0001213900-25-104007.txt ( ) — 379KB
• elab-20251026.xsd (EX-101.SCH) — 3KB
• elab-20251026_lab.xml (EX-101.LAB) — 33KB
• elab-20251026_pre.xml (EX-101.PRE) — 22KB
• ea0262663-8k_pmgc_htm.xml (XML) — 4KB

01 Entry into Material Definitive Agreement

Item 1.01 Entry into Material Definitive Agreement On October 26, 2025, AGA Precision Systems LLC ("AGA"), a California limited liability company and a wholly owned subsidiary of PMGC Holdings Inc. (the "Company"), entered into an Asset Purchase Agreement ("Asset Purchase Agreement") with Indarg Engineering, Inc., a California corporation ("Seller," and, together with AGA, the "Parties"). Pursuant to the Asset Purchase Agreement, AGA purchased and assumed from Seller all of the Purchased Assets of Seller's Business (as defined below), free and clear of any liens or other Encumbrances, terms used in this Current Report on Form 8-K ("Form 8-K") but not otherwise defined have the meanings set forth in the Asset Purchase Agreement. The Purchase Price for the Purchased Assets was $548,000.00, payable at Closing as follows: (a) $350,000.00 to be used to satisfy and discharge Seller's outstanding Small Business Administration loan; (b) $28,000.00 to be paid to Seller at Closing; and (c) $170,000.00 to be paid pursuant to a two-year promissory note ("Note") issued by AGA to the Seller, which Note will bear interest at the rate of eight percent (8%) per annum. The Note is secured by the equipment included in the Purchased Assets. At AGA's sole option, AGA may prepay the Note in whole or in part at any time without penalty. Pursuant to the Asset Purchase Agreement, AGA shall hire Seller's Chief Executive Officer, pursuant to an employment agreement acceptable to the Parties. The employment agreement entered into by AGA and such individual provides for, amongst other things: a base salary and signing bonus; a discretionary bonus determined by AGA in its sole discretion; and eligibility to earn incentive compensation equal to a percentage of the net income generated from any sale or transaction that such individual directly drives or origi

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets The information set forth under Item 1.01 of this Form 8-K is incorporated herein by reference.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On October 28, 2025, the Company issued a press release, a copy of which is furnished as Exhibit 99.1 to this Form 8-K. The information furnished pursuant to this Item 7.01, 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, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1+ Asset Purchase Agreement between AGA Precision Systems LLC and Indarg Engineering, Inc. dated October 26, 2025. 10.2 Form of Note. 99.1 Press Release dated October 28, 2025. 104 Cover Page Interactive Data File (formatted in Inline XBRL). + Portions of this exhibit have been redacted. The schedules, exhibits, or similar attachments have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The Company wil furnish copies of any schedules, exhibits or similar attachments to the U.S. Securities and Exchange Commission upon request. 2

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: October 30, 2025 PMGC Holdings, Inc. By: /s/ Graydon Bensler Name: Graydon Bensler Title: Chief Executive Officer, Chief Financial Officer, and Director 3

View Full Filing

View this 8-K filing on SEC EDGAR