PMGC Holdings Inc. (Nasdaq: ELAB) Secures Five-Year Royalty Stream from Elevai Skincare Sale Under Executed Payment Agreement with Longevity Health Holdings
PMGC Holdings (ELAB) executed an interest-bearing payment agreement with Longevity Health Holdings converting Elevai Skincare royalty obligations into scheduled cash payments through August 28, 2031.
Rhea-AI Summary
PMGC Holdings (ELAB) executed an interest-bearing payment agreement with Longevity Health Holdings converting Elevai Skincare royalty obligations into scheduled cash payments through August 28, 2031.
The plan covers Longevity’s acknowledged 2025 royalty of $94,937, accruing interest at the Wall Street Journal Prime Rate plus 1.00% per annum from its original April 2026 due date. PMGC’s subsidiary NorthStrive Biosciences will receive $10,000 monthly starting October 15, 2026, with all amounts due by August 2031. All future royalties and earnouts from the Elevai Skincare sale automatically roll into the same interest-bearing plan, which includes 15% mandatory prepayments from specified capital events and is described as creating recurring, non-dilutive cash flow for PMGC.
Positive
- $94,937 2025 royalty converted into a defined, interest-bearing payment obligation
- Structured monthly payments of $10,000 from October 15, 2026 to August 28, 2031
- All future Elevai Skincare royalties and earnouts added to the same payment plan
- Mandatory prepayments of 15% of net cash from qualifying capital events
- Royalty stream described as recurring, non-dilutive cash flow for PMGC shareholders
Negative
- None.
News Explained
Executed creditor protections strengthen collection terms for the royalty stream without issuing equity.
The executed agreement makes Longevity’s payment obligation absolute and unconditional, with Longevity and the Elevai buyer jointly and severally liable; NorthStrive need not first pursue the buyer.
Annual net-sales statements are due within five business days of Longevity’s Form 10-K, while payment default or insolvency can trigger acceleration and cost recovery.
Details
Market reaction after five-year royalty agreement: ELAB -4.02%
Following this news, ELAB has declined 4.02%, reflecting a moderate negative market reaction. Argus tracked a peak move of +10.7% during the session. Our momentum scanner has triggered 6 alerts so far, indicating moderate trading interest and price volatility. The stock is currently trading at $4.53. Trading volume is exceptionally heavy at 60.5x the average, suggesting significant selling pressure.
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Key Figures
- Royalty rate
- 5% of net sales
- Existing Elevai Skincare product line
- Acknowledged 2025 royalty
- $94,937
- Interest-bearing obligation
- Interest rate
- Wall Street Journal Prime Rate plus 1.00% per annum
- Applied from the original April 2026 due date
- Monthly installments
- $10,000 per month
- Commencing October 15, 2026
- Final payment deadline
- August 28, 2031
- All amounts due no later than this date
- Mandatory prepayment
- 15% of net cash proceeds
- Qualifying capital raises exceeding $350,000 and specified recoveries
- Capital raise threshold
- $350,000
- Threshold for qualifying capital-raise prepayments
Key Terms
earnout financial
net sales royalty financial
joint and several financial
form 10-k regulatory
AI-generated analysis. How Rhea-AI works. Not financial advice.
- Binding, interest-bearing payment plan converts PMGC’s
5% net sales royalty into scheduled monthly cash payments to NorthStrive Biosciences through August 2031, creating recurring, non-dilutive cash flow - Agreement covers the 2025 royalty and all future royalty and earnout payments, backed by joint and several obligors, mandatory prepayments tied to Longevity capital events, and annual audit rights
NEWPORT BEACH, Calif., Sept. 18, 2026 (GLOBE NEWSWIRE) -- PMGC Holdings Inc. (“PMGC” or the “Company”) (Nasdaq: ELAB), a diversified holding company, today announced that the Company and its wholly owned subsidiary, NorthStrive Biosciences Inc. (“NorthStrive”), have entered into a fully executed, interest-bearing payment agreement (the “Payment Agreement”) with Longevity Health Holdings, Inc., formerly known as Carmell Corporation (“Longevity”), securing the royalty payments owed in connection with PMGC’s January 2025 sale of its Elevai Skincare business.
Under the asset purchase agreement dated December 31, 2024 governing the divestiture of Elevai Skincare Inc., PMGC negotiated ongoing earnout consideration including a five-year royalty equal to five percent (
The Payment Agreement transforms this royalty entitlement into contractual, scheduled cash flow with defined payment dates, interest, and enforcement rights. Key terms include:
- Acknowledged obligation: Longevity has acknowledged its obligation to pay its 2025 royalty in the amount of
$94,937 , with interest accruing at the Wall Street Journal Prime Rate plus1.00% per annum from the royalty’s original April 2026 due date until paid in full; - Structured monthly payments: installments of
$10,000 per month commencing October 15, 2026, with all amounts due no later than August 28, 2031; - Full forward coverage: every future royalty and earnout payment that becomes due under the sale agreement is automatically added to the payment plan on the same interest-bearing terms;
- Unconditional obligations: Longevity’s payment obligations are absolute and unconditional, without setoff, counterclaim, or deduction, and Longevity is liable as primary obligor jointly and severally with the buyer of the Elevai Skincare business, without any requirement that NorthStrive first pursue the buyer;
- Accelerated cash recovery: mandatory prepayments equal to fifteen percent (
15% ) of net cash proceeds Longevity or the buyer receives from qualifying capital raises exceeding$350,000 , asset sales outside the ordinary course of business, and settlements, judgments, or insurance recoveries, in each case subject to limited exclusions; and - Transparency and enforcement: annual net sales statements due within five (5) business days of Longevity’s Annual Report on Form 10-K, annual audit rights, and acceleration and cost recovery rights upon payment default or insolvency.
For PMGC, the Payment Agreement converts the earnout consideration negotiated in the Elevai Skincare divestiture into visible, recurring, interest-bearing cash flow. Every dollar collected is non-dilutive to PMGC shareholders, and the five-year royalty structure allows the Company to continue participating in the commercial performance of the Elevai Skincare product line long after the sale, while its capital and management focus remains on building its precision manufacturing, biosciences, and defense technology businesses.
The agreement further underscores the deal architecture that has defined PMGC’s evolution as a diversified holding company: structuring transactions to capture value at closing and for years afterward, protecting contractual receivables with creditor-grade terms, and converting those rights into cash flow that supports the Company’s acquisition-driven growth strategy without issuing equity or incurring debt.
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 Holdings’ 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, 2025, filed with the SEC on March 30, 2026, 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
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
Who will receive the payments under the Elevai Skincare royalty agreement?
PMGC’s wholly owned subsidiary NorthStrive Biosciences holds the royalty rights and is the direct payee. Each royalty and earnout payment from the Elevai Skincare sale is payable to NorthStrive under a consent to assignment entered into in December 2025.
What triggers the 15% mandatory prepayments in the Longevity payment plan?
Mandatory prepayments equal to 15% of net cash proceeds are required from qualifying capital raises exceeding $350,000, asset sales outside the ordinary course of business, and settlements, judgments, or insurance recoveries, subject to limited exclusions.
How are Longevity’s obligations characterized in the payment agreement with PMGC?
Longevity’s obligations are described as absolute and unconditional, without setoff, counterclaim, or deduction. Longevity is liable as primary obligor jointly and severally with the buyer of the Elevai Skincare business, and NorthStrive is not required to first pursue the buyer.
What transparency and enforcement protections are included for PMGC and NorthStrive?
The agreement provides for annual net sales statements within five business days of Longevity’s Form 10-K filing, annual audit rights, and rights to accelerate obligations and recover costs upon payment default or insolvency.