PMGC Holdings Inc. Announces $1.67 Million in Gross Proceeds from Warrant Inducement with Institutional Investors Priced At-The Market Under Nasdaq Rules

Rhea-AI Summary

PMGC Holdings (NASDAQ:ELAB) has secured approximately $1.67 million in gross proceeds through a warrant inducement agreement with institutional investors. The agreement involves the exercise of outstanding warrants to purchase 827,900 shares at an amended exercise price of $2.015 per share.

As part of the transaction, PMGC will issue new unregistered warrants to purchase an additional 827,900 shares at $1.89 per share. The company commits to filing a registration statement with the SEC within 30 days for the resale of shares issuable upon exercise of the new warrants. The closing is expected around August 25, 2025, with Univest Securities serving as the exclusive financial advisor.

Positive

• Secured $1.67 million in additional capital through warrant exercise
• Transaction completed at-the-market under Nasdaq rules, maintaining compliance
• Existing institutional investors participation shows continued confidence

Negative

• Additional warrant issuance may lead to future dilution
• Transaction involves amended exercise price potentially below market value

Insights

Financial Analyst

PMGC is raising $1.67M through warrant inducements at $2.015 per share while issuing new warrants at $1.89.

PMGC Holdings has secured $1.67 million in gross proceeds through a warrant inducement agreement with existing institutional investors. This transaction involves the exercise of outstanding warrants from January 2025 at an amended price of $2.015 per share for 827,900 shares of common stock. The financing maneuver suggests PMGC is leveraging its relationship with current investors to raise capital in a relatively efficient manner.

The deal structure reveals some interesting dynamics. As consideration for exercising these warrants, PMGC is issuing new unregistered warrants to purchase an additional 827,900 shares at $1.89 per share. This 6.3% discount to the current exercise price potentially provides these institutional investors with future upside while giving PMGC immediate capital.

The company's commitment to file a registration statement with the SEC within 30 days for the new warrants indicates they're providing a path to liquidity for these investors. Univest Securities serving as the exclusive financial advisor suggests this was a coordinated effort rather than an opportunistic exercise of existing warrants.

For a diversified holding company like PMGC, this injection of capital, while modest, provides additional operating runway. However, the continuous issuance of warrants could lead to dilution concerns if these financial instruments are repeatedly used for raising capital. The strategic deployment of these funds across PMGC's portfolio of investments will ultimately determine whether this capital raise creates meaningful value for shareholders.

NEWPORT BEACH, Calif., Aug. 22, 2025 (GLOBE NEWSWIRE) -- PMGC Holdings Inc. (the “Company” or “PMGC”) (Nasdaq: ELAB) a diversified holding company today announced it has entered into a warrant inducement agreement with existing institutional investors for the exercise of certain outstanding warrants that the Company issued on January 27, 2025. Pursuant to the warrant inducement agreement, the investors have agreed to exercise the outstanding warrants to purchase an aggregate of 827,900 shares of the Company's common stock at an amended exercise price of $2.015. The gross proceeds from the exercise of the warrants are expected to be approximately $1.67 million, prior to deducting placement agent fees and estimated offering expenses.

The closing of the warrant inducement transactions is expected to occur on or about August 25, 2025, subject to satisfaction of customary closing conditions.

Univest Securities, LLC is acting as the exclusive financial advisor for the transaction.

In consideration for the exercise of the warrants, the Company also agreed to issue to the investors unregistered new warrants to purchase an aggregate of 827,900 shares of the Company's common stock with an exercise price of $1.89 per share (the “New Warrants”). The Company has agreed to file a registration statement within thirty (30) days with the Securities and Exchange Commission (“SEC”) covering the resale of the shares of common stock issuable upon exercise of the New Warrants.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About PMGC Holdings Inc.

PMGC Holdings Inc. is a diversified holding company that manages and grows its portfolio through strategic acquisitions, investments, and development across various industries. We are committed to exploring opportunities in multiple sectors to maximize growth and value. For more information, please visit https://www.pmgcholdings.com.

Forward-Looking Statements

Statements contained in this press release regarding matters that are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Words such as “believes,” “expects,” “plans,” “potential,” “would” and “future” or similar expressions such as “look forward” are intended to identify forward-looking statements. Forward-looking statements are made as of the date of this press release and are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy, activities of regulators and future regulations and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results. Therefore, you should not rely on any of these forward-looking statements. These and other risks are described more fully in PMGC’s filings with the United States Securities and Exchange Commission (“SEC”), including the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 28, 2025, and its other documents subsequently filed with or furnished to the SEC. Investors and security holders are urged to read these documents free of charge on the SEC’s web site at www.sec.gov. All forward-looking statements contained in this press release speak only as of the date on which they were made. Except to the extent required by law, the Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made.

IR Contact:

IR@pmgcholdings.com

FAQ

How much did PMGC Holdings (ELAB) raise in the warrant inducement?

PMGC Holdings raised $1.67 million in gross proceeds through the warrant inducement agreement with institutional investors.

What is the exercise price for PMGC Holdings' new warrants issued in August 2025?

The new warrants were issued with an exercise price of $1.89 per share, while the amended exercise price for existing warrants was $2.015.

How many shares are involved in PMGC Holdings' August 2025 warrant transaction?

The transaction involves 827,900 shares from existing warrant exercise and new warrants to purchase an additional 827,900 shares.

When will PMGC Holdings file the registration statement for the new warrant shares?

PMGC Holdings has committed to filing a registration statement with the SEC within 30 days covering the resale of shares issuable upon exercise of the new warrants.

Who is the financial advisor for PMGC Holdings' warrant inducement transaction?

Univest Securities, LLC is acting as the exclusive financial advisor for the warrant inducement transaction.