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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
August 21, 2026
| PMGC Holdings Inc. |
| (Exact name of registrant as specified in its charter) |
| Nevada |
|
001-41875 |
|
33-2382547 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
|
c/o 120 Newport Center Drive
Newport Beach, CA |
|
92660 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (888) 445-4886
N/A
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13©(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, $0.0001 par value |
|
ELAB |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry Into
a Material Definitive Agreement.
(a) Trademark License
Agreement between the Company and NorthStrive Companies Inc.
On August 27, 2026, PMGC
Holdings Inc. (the “Company”) entered into a Trademark License Agreement (“Trademark License Agreement”) with
NorthStrive Companies Inc., a California corporation wholly owned by the Company’s Chairman, Braeden Lichti (“NorthStrive
Companies”). Under the Trademark License Agreement, NorthStrive Companies granted a limited, non-exclusive, non-transferable, revocable,
and royalty-free license (“License”) to the Company to use the NorthStrive Marks (as defined below). Subject to the terms
of the Trademark License Agreement, including, amongst other things, NorthStrive Companies’ approval, the Company may allow its
operating subsidiaries to use the NorthStrive Marks. As consideration for the License, the Company agreed to pay a license fee of $1.00
to NorthStrive Companies, subject to additional royalty or fee terms under the Trademark License Agreement. The term of the Trademark
License Agreement is five (5) years, unless earlier terminated thereunder, such term commencing on the date of the Trademark License Agreement.
“NorthStrive Marks” means name and trademark “NorthStrive”,
together with all related trademarks, service marks, trade names, logos, applications, registrations, and associated goodwill used or
owned by NorthStrive Companies.
The foregoing description
of the Exchange Agreement does not purport to be complete and are each qualified in their entirety by reference to the full text of the
forms of the Trademark License Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
(b) Exchange Agreement
with Streeterville Capital LLC
On August 21, 2026,
the Company entered into an Exchange Agreement (“Exchange Agreement”) with Streeterville Capital LLC (“Streeterville”).
Under the Exchange Agreement, the Company and Streeterville will partition a new Secured Pre-Paid Purchase in the original amount of
$8.00 (“Partitioned Amount”) from that certain Secured Pre-paid Purchase # 2 in the original principal amount of $3,278,700
(“Second Pre-Paid Purchase”) issued under that certain Securities Purchase Agreement dated September 23, 2025 between the
Company and Streeterville. As a result of this partition, the balance of the Secured Pre-paid Purchase will be reduced by an amount equal
to the Partitioned Amount. Further, the Company and Streeterville will exchange the Second Pre-Paid Purchase for 80,000 shares of the
Company’s common stock, par value $0.0001 per share (such common stock, “Common Stock”), and such 80,000 shares of
Common Stock being exchanged, the “Exchange Shares”). Streeterville agreed to surrender the Second Pre-paid Purchase to the
Company and the Company agreed to issue to Streeterville Capital the Exchange Shares upon execution of the Exchange Agreement. Upon surrender,
the Second Pre-Paid Purchase will be solely evidenced by the Exchanged Shares, and the parties agreed that the outstanding balance of
the Second Pre-Paid Purchase immediately following the reduction of the Partitioned Amount is $1,071,339.8. At such time as the outstanding
balance on the Second Pre-Paid Purchase is zero and the Commitment Period (as defined in the Securities Purchase Agreement) has ended,
the Company may repurchase the Exchange Shares upon a written request delivered to the Company after the later of both such events, and
within thirty Trading Days of such written request from the Company. Then, Streeterville will deliver to the Company a number of shares
of Common Stock equal to the number of Exchange Shares, and the Company will pay Streeterville $0.0001 for each such Exchange Share prior
to Streeterville’s delivery of such shares. The parties agreed to customary representations and warranties for transactions of
this type. Capitalized terms set forth herein but not otherwise defined have the meanings set forth in the Exchange Agreement.
The foregoing description
of the Exchange Agreement does not purport to be complete and are each qualified in their entirety by reference to the full text
of the forms of the Exchange Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated
herein by reference.
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.
Item
5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Previously,
the Company filed a Certificate of Amendment to the Company’s Articles of Incorporation, as amended (the “Certificate of Amendment”),
to effect a 1-for-10 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 Augus 21, 2026 at 12:00
a.m. Eastern Standard Time (the “Effective Time”).
The Certificate
of Amendment provided that at the Effective Time, every ten (10) 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 (1) share of Common Stock. The Certificate of
Amendment also provided that the Company’s authorized shares of capital stock would be 508,333,334 shares, comprised of 8,333,334
shares of Common Stock and 500,000,000 shares of preferred stock, par value $0.0001 per share.
The Common
Stock began trading on a Split-adjusted basis on The Nasdaq Capital Market when the market opened on August 21, 2026. The trading symbol
for the Common Stock remained “ELAB” after the Split. The Common Stock was assigned a new CUSIP number (73017P607) 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) underlying its outstanding warrants, and (v)
proportionally adjusted the exercise price of its outstanding warrants.
A copy
of the Certificate of Amendment is filed hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 7.01 Regulation
FD Disclosure.
On August 25, 2026,the
Company issued a press release announcing the Company’s entry into the Term Sheet further
described in Item 8.01 below. The press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein
by reference.
On August 26, 2026, the Company issued a press release announcing the termination of a previously disclosed acquisition of a 76% controlling
interest in a privately held Arizona-based precision machining and contract manufacturing company.. A copy of the press release is attached
as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
The information presented
in Item 7.01 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.
Item
8.01 Other Events.
Non-Binding
Term Sheet with Orbit2Orbit Inc.
On
August 21, 2026, PMGC Holdings Inc. (the “Company”) entered into a non-binding term sheet (“Term Sheet”) with
Orbit2Orbit Inc., a corporation headquartered in Australia (“Orbit2Orbit”). The Term Sheet contemplates three transactions:
The
first transaction involves NorthStrive Biosciences, Inc., a wholly owned subsidiary of the Company (“NorthStrive Biosciences),
agreeing with Orbit2Orbit for the collaboration on the development and use of a live-animal research capability (“Mice2Space”)
using Orbit2Orbit’s platform. Mice2Space will support independent mouse studies conducted, and NorthStrive Biosciences’ participation
will focus on administering its EL-22/EL-32 therapeutic candidates to evaluate muscle retention and body composition outcomes in microgravity
compared to Earth-based controls. This program will involve Orbit2Orbit undertaking design, development, prototyping and engineering
of Mice2Space and NorthStrive Biosciences leading the design, execution, and analysis of its own experimental study. Orbit2Orbit will
support preliminary testing activities but will not be responsible for the formation or scientific execution of NorthStrive Bio’s
experiment. Orbit2Orbit will be responsible for the design and development of the Mice2Space payload enclosure prototype and associated
engineering systems. A&B Aerospace, Inc., another wholly owned subsidiary of the Company (“A&B Aerospace”), will
support manufacture of the final flight hardware in the United States and conduct the required pre-flight environmental testing and qualification
activities, as further detailed in the description of the second transaction below.
The
second transaction contemplates A&B Aerospace, or such other machining subsidiary as the Company may designate, entering into a future
definitive agreement, such as a Service Agreement or Long-Term Agreement, with Orbit2Orbit, to serve as Orbit2Orbit’s preferred
U.S.-based manufacturing partner. Under such definitive agreement, A&B Aerospace is expected to provide precision machining, fabrication,
and manufacturing services for Orbit2Orbit’s prototypes, flight hardware, spacecraft components, payload interfaces, ground support
equipment, and such other products and assemblies as may be mutually agreed upon, including final products for the Mice2Space program
described in the first transaction. A&B Aerospace will also support Orbit2Orbit with the transportation and logistics required to
move Mice2Space payload hardware to applicable qualification and testing facilities for pre-flight environmental testing. The term, services,
consideration, and other commercial terms of the definitive agreement will be as mutually agreed upon by the parties and set forth in
a definitive agreement.
The
third transaction involves the Company’s anticipated subscription for CAD $200,000.00 worth of common shares, pursuant to Orbit2Orbit’s
current private placement financing, at a subscription price of CAD $0.80 per share, in connection with Orbit2Orbit’s proposed
Canadian Securities Exchange listing through a Reverse Takeover transaction.
The
closing of the three transactions is subject to certain customary closing conditions, including, but not limited to, the completion of
due diligence by the parties and execution of definitive documents pertaining to the applicable transaction.
The
Term Sheet is non-binding and does not obligate the Company or any other party to consummate the transactions contemplated thereby. There
can be no assurance that the proposed transactions will be consummated, or that any definitive agreement relating to the proposed transactions
will be entered into. The consummation of the proposed transactions is subject to the negotiation and execution of definitive agreements
and the satisfaction or waiver of a number of customary closing conditions, including, among other things, applicable regulatory approvals
and other conditions customary for transactions of this nature. Accordingly, the proposed transactions may not be consummated on the
terms described in the term sheet, or at all.
The foregoing description of each of the Term Sheet does not purport to be complete and is qualified in its entirety by reference to the
full text of the forms of the Term Sheet.
Item
9.01 Financial Statements and Exhibits.
| Exhibit
No. |
|
Description |
| 3.1 |
|
Certificate of Amendment filed effective August 21, 2026. |
| 10.1 |
|
Trademark License Agreement between the Company and NorthStrive Companies Inc. dated August 27, 2026. |
| 10.2 |
|
Exchange Agreement between the Company and Streeterville Capital, LLC dated August 21, 2026. |
| 99.1 |
|
Press Release dated August 25, 2026 |
| 99.2 |
|
Press Release dated August 26, 2026. |
| 104 |
|
Cover
Page Interactive Data File (formatted in Inline XBRL). |
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: August
27, 2026
| PMGC Holdings Inc. |
|
| |
|
|
| By: |
/s/ Graydon Bensler |
|
| Name: |
Graydon Bensler |
|
| Title: |
Chief Executive Officer |
|
Exhibit
99.1
PMGC
Holdings Announces Term Sheet with Orbit2Orbit for NorthStrive Biosciences to Launch a Spaceflight Study of Its Myostatin and Activin
A Assets, EL-22 and EL-32, Targeting Microgravity-Induced Muscle Loss
Proposed
Mice2Space spaceflight study would evaluate EL-22 and EL-32 in mice in a real-world microgravity environment, targeting one of the most
significant physiological challenges of spaceflight
Three-part
relationship would expand PMGC’s footprint in the growing commercial space economy through a preferred U.S. manufacturing role
for A&B Aerospace and a planned strategic investment in Orbit2Orbit
NEWPORT
BEACH, Calif., August 25, 2026 (GLOBE NEWSWIRE) -- PMGC Holdings Inc. (Nasdaq: ELAB) (“PMGC” or the “Company”) is
pleased to announce that it has entered into a non-binding term sheet with Orbit2Orbit Pty Ltd (“Orbit2Orbit” or “O2O”),
an Australia-headquartered space technology company, outlining a proposed multi-part strategic relationship spanning space-based bioscience
research, aerospace manufacturing, and a strategic investment by PMGC that would further expand the Company’s exposure to the growing
commercial space economy.
The
proposed relationship is intended to combine capabilities across PMGC’s operating businesses with Orbit2Orbit’s spaceflight
platform and its Mice2Space live-animal research capability, creating a differentiated framework to support biological research in microgravity
while establishing a potential U.S.-based manufacturing relationship for future Orbit2Orbit space systems.
Under
the term sheet, the parties are contemplating three principal transactions:
Mice2Space
Microgravity Research Collaboration
NorthStrive
Biosciences Inc. (“NorthStrive Bio”), a wholly owned subsidiary of PMGC, and Orbit2Orbit intend to collaborate on the development
and use of the Mice2Space live-animal research capability utilizing the Orbit2Orbit platform. NorthStrive Bio’s study would evaluate
its lead therapeutic candidates, EL-22 and EL-32, in mice for muscle retention and body composition outcomes in microgravity compared
with Earth-based controls.
Muscle
atrophy is one of the most significant physiological challenges associated with prolonged exposure to microgravity, and the Company believes
spaceflight offers a compelling environment for evaluating muscle-preservation therapeutics. The Company believes that evaluating EL-22
and EL-32 in a true spaceflight environment could provide important insights into the assets’ muscle-preservation profile while
expanding the potential applications of NorthStrive Bio’s intellectual property, including potential relevance to Earth-based conditions
involving muscle loss.
Orbit2Orbit
is expected to lead the design, development, prototyping, and engineering of the Mice2Space payload enclosure and associated systems
in Australia, and NorthStrive Bio would lead the design, execution, and analysis of its scientific study. A&B Aerospace, Inc. (“A&B
Aerospace”), a wholly owned aerospace manufacturing subsidiary of PMGC, would support manufacture of the final flight hardware
in the United States, as further described below.
NorthStrive
Bio would retain ownership of the intellectual property in its study protocols, preclinical data, and results. Orbit2Orbit would retain
ownership of the Mice2Space platform, payload architecture, and related systems.
U.S.
Aerospace Manufacturing Partnership
The
term sheet also contemplates A&B Aerospace serving as Orbit2Orbit’s preferred U.S.-based manufacturing partner under a definitive
agreement.
A&B
Aerospace would provide precision machining, fabrication, and manufacturing services for Orbit2Orbit’s prototypes, flight hardware,
spacecraft components, payload interfaces, ground support equipment, and such other products and assemblies as may be mutually agreed,
including final hardware for the Mice2Space program. A&B Aerospace would also support the transportation and logistics required to
move Mice2Space payload hardware to applicable pre-flight qualification and environmental testing.
The
Company believes the proposed relationship directly advances PMGC’s strategy of expanding the capabilities and customer base of
its U.S. aerospace manufacturing operations while increasing its exposure to the rapidly growing commercial space industry, and would
build on A&B Aerospace’s AS9100- and ISO 9001-certified precision manufacturing platform.
Strategic
Investment in Orbit2Orbit
As
part of the proposed relationship, PMGC intends to subscribe for CAD $200,000 of Orbit2Orbit common shares at CAD $0.80 per share in
connection with Orbit2Orbit’s current private placement financing and proposed listing on the Canadian Securities Exchange through
a reverse takeover transaction. The planned investment is intended to align PMGC with Orbit2Orbit’s growth as the space technology
company pursues its proposed public listing.
A
Platform-Wide Opportunity
PMGC
believes the proposed relationship showcases the strength of the PMGC platform model, with the businesses within the platform working
together to pursue opportunities at the intersection of aerospace manufacturing, space technology, and biotechnology. NorthStrive Bio
is developing therapeutic assets focused on preserving muscle, while the Company’s aerospace operations provide sophisticated U.S.-based
manufacturing capabilities. Orbit2Orbit presents an opportunity to bring those capabilities together within a real-world spaceflight
research platform, with each of the three proposed transactions aligned with an existing PMGC operating strength and intended to reinforce
the others.
The
proposed transactions remain subject to customary due diligence, negotiation and execution of definitive agreements, applicable corporate
approvals and other customary closing conditions. Project costs, timelines, deliverables, and milestones remain subject to further collaboration
and agreement between the parties.
The
term sheet is non-binding and remains subject to the negotiation and execution of definitive agreements and completion of conditions
precedent. There can be no assurance that the parties will enter into definitive agreements on the terms contemplated by the term sheet,
or at all, or that the proposed transactions will be consummated. Even if definitive agreements are entered into, there can be no assurance
as to the timing or ultimate completion of the proposed transactions. The terms of any definitive agreements, if executed, may differ
materially from those described in the term sheet or this press release.
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.
About
NorthStrive Biosciences Inc.
NorthStrive
Biosciences Inc., a PMGC Holdings Inc. (Nasdaq: ELAB) company, is a biopharmaceutical company focused on the development and acquisition
of therapeutics for the preservation of lean muscle mass. Its lead product candidates are EL-22, an engineered probiotic targeting myostatin,
and EL-32, an engineered probiotic targeting both myostatin and activin A, proteins that negatively regulate skeletal muscle growth.
Both are being developed to help patients preserve lean muscle mass during GLP-1 receptor agonist and other obesity-related weight loss
treatment. For more information, please visit www.northstrivebio.com.
About
A&B Aerospace, Inc.
Founded
in 1948, A&B Aerospace is a precision aerospace manufacturing company specializing in high-tolerance machining, complex assemblies,
and engineered components for the aerospace and defense industries. Headquartered in Azusa, California, the company provides advanced
CNC machining, grinding, honing, and precision deburring services for mission-critical applications. With decades of manufacturing expertise,
A&B Aerospace supports leading aerospace customers through a commitment to quality, reliability, and on-time delivery. The company
operates a modern manufacturing platform with advanced multi-axis machining capabilities and maintains AS9100 and ISO 9001 certifications
to meet the rigorous standards of the global aerospace industry. For more information, visit https://www.abaerospace.com.
About
Orbit2Orbit Pty Ltd
Orbit2Orbit
is an Australia-based space logistics infrastructure company developing in-space logistics services and supporting hardware in Low Earth
Orbit. Headquartered on the Gold Coast, Queensland, Orbit2Orbit is addressing the absence of a persistent station-to-station logistics
capability in orbit through a staged roadmap: its Lab2Space program, which provides stratospheric and suborbital test-flight services
to payload customers using standardized payload housing and interface systems; Mission 0, a small orbital demonstrator vehicle designed
to validate controlled orbital operations and rendezvous, proximity operations, and docking; and Mission 1, a planned reusable orbital
vehicle supporting payload transport, deployment, retrieval, inspection, and refueling between in-orbit assets. Orbit2Orbit has entered
into a binding letter agreement with Credissential Inc. (CSE: WHIP) providing for a proposed reverse takeover transaction and listing
on the Canadian Securities Exchange.
For
more information, visit https://orbit2orbit.space
Contact
https://orbit2orbit.space/#contact
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, 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.
Forward-looking
statements in this press release include, but are not limited to, statements regarding the proposed transactions between PMGC, its subsidiaries
and Orbit2Orbit; the proposed Mice2Space research collaboration; the potential evaluation of EL-22 and EL-32 in microgravity; the proposed
manufacturing relationship involving A&B Aerospace; PMGC’s proposed investment in Orbit2Orbit; Orbit2Orbit’s proposed
Canadian Securities Exchange listing; and the potential benefits, capabilities, timing and outcomes of any such transactions or collaborations.
The transactions described herein remain subject to due diligence, negotiation and execution of definitive agreements, applicable approvals,
financing conditions and other customary closing conditions. There can be no assurance that definitive agreements will be executed or
that any of the contemplated transactions will be consummated.
Investor
Relations Contact: IR@pmgcholdings.com
Exhibit 99.2
PMGC Holdings Terminates Previously Announced Acquisition LOI Following
Due Diligence Review; Reaffirms Disciplined M&A Strategy and Expands Investment Across Aerospace & Defense Manufacturing Portfolio
Company prioritizes disciplined capital allocation while expanding
machining capacity, integrating portfolio operations and evaluating robotics and automation to support organic growth
NEWPORT BEACH, Calif., August 21, 2026 -- PMGC Holdings Inc.
(Nasdaq: ELAB) (“PMGC” or the “Company”), a diversified public holding company executing a targeted growth strategy
across U.S.-based precision manufacturing, today announced that, following completion of audit-stage financial due diligence, it has terminated
the previously announced non-binding letter of intent (“LOI”) to acquire a 76% controlling interest in a privately held Arizona-based
precision machining and contract manufacturing company. The decision reflects the Company’s capital allocation discipline: every
dollar competes across acquisitions, equipment investment and automation initiatives, deployed only where the Company sees attractive
risk-adjusted returns.
The Company also provided an update on its active mergers and acquisitions
(“M&A”) pipeline and its ongoing capital investment and operational improvement initiatives across its existing aerospace
and defense manufacturing portfolio, including investments in additional machining equipment, integration of operating companies and continued
evaluation of robotics and automation technologies designed to increase capacity, productivity and operating efficiency.
Termination of Previously Announced LOI Following Financial Review
As previously announced on June 1, 2026, the Company entered into a
non-binding LOI (“LOI”) contemplating an all-cash acquisition of a 76% controlling interest in a target company. At the time
of the announcement, PMGC stated that, based on unaudited financial information provided by the target, the business had generated approximately
$5.46 million in revenue and approximately $1.05 million in EBITDA for fiscal year 2025. The proposed consideration was expressly subject
to confirmatory due diligence, and the Company disclosed that completion of the transaction was conditioned on, among other things, the
completion of a financial statement audit of the target, and that audited financial statements could differ significantly from the unaudited
information originally provided to PMGC.
The June 1, 2026 announcement can be reviewed here: PMGC
Holdings Signs Non-Binding Letter of Intent to Acquire Majority Stake in U.S.-Based Precision Machining Manufacturing Company Serving
Aerospace, Space, Defense, and Semiconductor Markets
Following commencement of the financial review and GAAP audit process
contemplated in the original announcement, PMGC conducted a detailed review of the target’s historical financial performance. The
diligence process performed as designed: although the target demonstrated strong operational capabilities, the historical financial profile
was less favorable than management had anticipated.
After weighing the historical results, the proposed acquisition price,
expected working capital requirements, and the additional capital PMGC believed would be required following closing of the transaction
contemplated by the LOI, the Company determined that the total cost of the transaction no longer met its risk-adjusted return criteria.
PMGC therefore elected to terminate the LOI and discontinue pursuit of the proposed acquisition. The Company did not incur a breakup fee
or termination penalty in connection with this termination decision.
Active M&A Pipeline
The Company maintains a dedicated M&A team that is actively identifying,
evaluating, and pursuing potential acquisition opportunities. PMGC continues to receive inbound opportunities and proactively source transactions,
including accretive bolt-on acquisitions, standalone businesses, and strategic carve-outs that may complement or expand the Company’s
existing portfolio.
PMGC is currently evaluating multiple opportunities and remains committed
to a disciplined approach to valuation, financial performance, strategic fit, and potential return on invested capital. The Company believes
this discipline, demonstrated by its decision to terminate the LOI, is essential to creating durable long-term shareholder value in a
competitive acquisition environment.
Increasing Investment in Aerospace & Defense Manufacturing,
Robotics and Automation
While PMGC continues to evaluate strategic acquisition opportunities,
the Company is also proactively investing in its existing aerospace and defense manufacturing businesses to increase capacity, improve
efficiency, and support organic growth.
To date, PMGC has invested in advanced manufacturing equipment, including
a 5-axis machining center, a CNC lathe with Y-axis and live tooling and, most recently, a Swiss-type CNC lathe with bar feeder. The Swiss-type
machine expands the Company’s precision machining capabilities, supports greater automation, and enables lights-out manufacturing,
reducing operator dependency and increasing machine utilization across certain production runs.
PMGC is also evaluating additional robotics and automation technologies,
including robotic machine tending, automated material handling, inspection systems, and production monitoring, with the goal of extending
operating hours, increasing output, and improving scalability without a proportional increase in fixed overhead.
Integration of Portfolio Companies and Operating Efficiencies
PMGC has taken steps to create greater operational efficiency across
its manufacturing portfolio. During 2026, the Company merged two of its precision manufacturing businesses, creating opportunities to
consolidate duplicative functions and better utilize shared resources across the combined operation.
PMGC believes greater integration will enable its businesses to share
personnel, equipment, manufacturing capacity, quality systems, and administrative infrastructure, and will streamline the onboarding of
future bolt-on acquisitions while allowing each business to continue supporting its respective customer relationships. The Company intends
to evaluate similar opportunities across its broader portfolio where integration can improve operational efficiency, equipment utilization,
and production capacity.
Over time, PMGC believes this operating model could help reduce production
bottlenecks, improve asset utilization, and enable the Company to offer a broader range of manufacturing capabilities across its portfolio.
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, 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
