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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 27, 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 240.13e-4(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.
On August 27, 2026, NorthStrive Biosciences Inc.
(“NorthStrive Biosciences’), a wholly owned subsidiary of PMGC Holdings Inc. (the “Company’), entered into the
First Amendment (such amendment, “Amended License Agreement”) to the Development and License Agreement with Yuva Biosciences,
Inc., a Delaware corporation (“YuvaBio”). The Development and License Agreement was entered into previously between NorthStrive
Biosciences and YuvaBio (the “Parties”) on April 9, 2025.
The Amendment formalized the launch of a three-phase expansion program
between the parties to advance all four AI-discovered compounds toward lead compound nomination and updated certain terms of the License
Agreement, including the scope of the Parties’ AI Development Program, the underlying intellectual property framework, governing
developed technology, the field of use definitions, and associated financial terms.
More specifically, the Amendment amended and restated
Section 1.2 of the License Agreement in its entirety to state the following:
1.2 “AI Development Program” or “AIDP”
means the activities that are conducted by YuvaBio under this Agreement in accordance with the Development Plan outlined in Exhibit A.
The AIDP will involve conducting AI activities in three phases (Phase I, Phase II, and Phase III, as set forth in Appendix A) using YuvaBio’s
proprietary methodologies and systems (“AI Activities”). Specifically, Phase I employs AI Activities to assess therapeutic
potential but does not identify specific compounds; Phase II utilizes AI Activities to virtually screen and identify a defined list of
candidate compounds predicted to have certain desired effects; and Phase III focuses exclusively on biological validation of compounds.
Any development beyond the completed Phase III of the AIDP, as described herein shall be known as the “Expansion Program,”
which shall constitute AI Activities under the AIDP. The Expansion Program is a three (3)-phase program, consisting of Expansion Phase
I, Expansion Phase II, and Expansion Phase III, designed to develop any biologically validated compounds resulting from the AIDP. The
Expansion Program includes activities conducted by YuvaBio in accordance with the Expansion Development Plan outlined in Exhibit C.
The Amendment amended and restated Section 1.14 of the License Agreement
in its entirety to state the following:
1.14 “Northstrive Field of Use” or “Northstrive FOU”
means “Cardiac Diseases” and “Obesity”. Cardiac Diseases are diseases primarily targeting cardiac pathology and
specifically excluded diseases with secondary cardiac involvement. Obesity is both the disease named obesity as well as the condition
of excess body fat or increased Body Mass Index (“BMI”) to the point determined by relevant health organizations.
The following Sections 1.22 (AI Results) and 1.23
(YuvaBio Platform Technology) were added to Section 1 (Definitions) of the License Agreement:
1.22 “AI Results” means the final
list of up to four compounds identified and recommended by YuvaBio which demonstrate biological activity in upregulating ANT in the lab
and the raw data with respect to those compounds.1.23 “YuvaBio Platform Technology” means all technology, materials, information,
data, know-how and Intellectual Property Rights owned, controlled, developed or used by or on behalf of YuvaBio that constitute, relate
to, enable, support or improve YuvaBio’s general discovery, screening, validation or mitochondrial biology platforms, including:
(a) MitoNova™, and all software, source
code, object code, algorithms, workflows, computational methods, model architectures, model parameters, model weights, prompts, pipelines,
interfaces and documentation relating thereto;
(b) all artificial intelligence, machine-learning,
statistical, cheminformatics, bioinformatics, docking, pose-prediction and other computational models and methods;
(c) all training, validation, benchmarking and
testing data and datasets, including YuvaBio’s internally generated mitochondrial biogenesis promoter data, the Expansion Program’s
screening data, and other proprietary datasets;
(d) the Mitochondrial Biogenesis Panel, including
its composition, selection and arrangement of markers, assay methods, interpretation methods, validation criteria, reference data and
associated know-how;
(e) all assay platforms, screening platforms,
databases, mechanistic findings, libraries, laboratory methods, analytical methods, research tools, workflows, processes and generalizable
scientific or technical know-how of YuvaBio; and
(f) all modifications, improvements, enhancements,
derivatives and developments of any of the foregoing, whether created before, during or after the Expansion Program.
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.
On August 31, 2026, PMGC Holdings Inc. (the “Company”)
filed a Certificate of Amendment to the Company’s Articles of Incorporation (the “Certificate of Amendment”) with the
Secretary of State of the State of Nevada. The Certificate of Amendment amended and restated Article IV, Section 1 of the Company’s
Articles of Incorporation to increase the total number of shares of capital stock that the Company is authorized to issue to 1,500,000,000
shares, consisting of (i) 1,000,000,000 shares of common stock, par value $0.0001 per share, and (ii) 500,000,000 shares of preferred
stock, par value $0.0001 per share. The Certificate of Amendment was approved by the holders of shares representing 60.34% of the Company’s
voting power and was adopted in accordance with Section 78.390 of the Nevada Revised Statutes. The foregoing description of the Certificate
of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment,
a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On September 1, 2026, NorthStrive Biosciences
Inc., a Delaware corporation and wholly owned subsidiary of PMGC Holdings Inc. (the “Company”) issued a press release, a copy
of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K (“Form 8-K”), which disclosed the Amendment and the
material terms of the Amendment
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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 3.1 |
|
Certificate of Amendment filed August 31, 2026. |
| 10.1 |
|
Form of First Amendment to License and Development Agreement
between NorthStrive Biosciences Inc. |
| 99.1 |
|
Press Release dated September 1, 2026. |
| 104 |
|
Cover Page Interactive Data File (formatted in Inline XBRL). |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: September 2, 2026
| PMGC Holdings, Inc. |
|
| |
|
|
| By: |
/s/ Graydon Bensler |
|
| Name: |
Graydon Bensler |
|
| Title: |
Chief Executive Officer |
|
Exhibit 99.1
NorthStrive Biosciences Expands AI-Driven Drug Discovery Program
with Yuva Biosciences, Advancing Four AI-Discovered Compounds Toward Lead Nomination in Cardiac Disease and Obesity
Pursuant to a First Amendment to the Development and License
Agreement, NorthStrive Biosciences and Yuva Biosciences launch a three-phase Expansion Program to advance all four AI-discovered compounds
toward lead compound nomination, with key amendments to program scope, IP framework, and financial terms.
NEWPORT BEACH, Calif., September 1, 2026
(GLOBE NEWSWIRE) -- NorthStrive Biosciences Inc. ("NorthStrive Biosciences"), a subsidiary of PMGC Holdings Inc. (NASDAQ:
ELAB) ("PMGC" or the "Company"), today announced the execution of a First Amendment to its Development and
License Agreement (the “Amendment”) with strategic partner Yuva Biosciences, Inc. ("Yuva Biosciences"). The
Amendment formalizes the launch of a three-phase Expansion Program to advance all four AI-discovered compounds toward lead compound
nomination and updates key terms of the underlying agreement, including AI Development Program scope, the IP framework, governing
developed technology, the field of use definitions, and associated financial terms.
The Expansion Program is a structured, three-phase development plan
that builds directly on the positive Phase III results announced on July 1, 2026, in which four small-molecule candidates selected by
Yuva Biosciences’ proprietary MitoNova™ AI-powered platform demonstrated statistically significant increases in ANT1, a mitochondrial
protein central to skeletal muscle energy metabolism, in primary human skeletal muscle cells. Each Expansion Program phase is designed
to progressively de-risk the validated compounds while narrowing the compound set toward a nominated lead.
Expansion Program Overview
The expansion program will advance the four AI-discovered compounds
through a three-phase development process designed to confirm ANT1 induction in differentiated human myotubes, further characterize their
mitochondrial activity and functional effects, and progressively narrow the candidates based on the resulting data. The program is expected
to take approximately 6 months and will culminate in the nomination of a lead compound and designated backup for further development.
The three phases are structured sequentially: Expansion Phase I establishes
a qualified assay and standard operating procedure; Expansion Phase II confirms ANT1 induction in a more mature muscle model and produced
ranked, go/no-go data for each compound; and Expansion Phase III profiles the lead candidates against Yuva Biosciences’ Mitochondrial
Biogenesis Panel, quantifies cellular ATP output, and delivers an integrated mechanism-of-action hypothesis alongside the lead nomination.
The result is a de-risked, nominated compound positioned for IND-enabling development in Cardiac Diseases and Obesity.
Defined Field of Use and Expanded Cardiometabolic Rights
The Development and License Agreement established NorthStrive Biosciences’
exclusive field of use as Cardiac Diseases and Obesity. The Amendment clarifies and strengthens the definitions of both indications,
aligning the program with the Company’s broader muscle preservation and metabolic health strategy, including potential applications
relevant to patients on GLP-1 receptor agonist therapies. In addition, the Amendment grants NorthStrive Biosciences a right of first
refusal, during the term of the agreement and for one year following completion of Phase III, to negotiate an exclusive license across
the broader cardiometabolic field. The cardiometabolic disease market represents one of the largest and fastest-growing markets in medicine,
and the expanded rights position NorthStrive Biosciences to pursue meaningful commercial opportunities across both Cardiac Diseases and
Obesity.1
| 1 | https://www.expertmarketresearch.com/reports/cardiometabolic-disease-market |
Connection to Prior Program Update
On July 1, 2026, the Company announced positive Phase III results
and noted that the proposed next stage would evaluate whether ANT1 induction is maintained in a more mature muscle model. The Expansion
Program announced today formalizes that next stage. View the prior PMGC press release here.2
Next Steps
Yuva Biosciences is expected to commence Expansion Phase I assay development,
with the program executed sequentially thereafter. The Company plans to provide updates upon the completion of key Expansion Program milestones,
including the confirmation results from Expansion Phase II and the lead compound nomination expected from Expansion Phase III.
About Yuva Biosciences, Inc.
Yuva Biosciences, Inc. is a mitochondrial sciences AI company that
uses advanced artificial intelligence to identify and develop therapeutic and natural candidates targeting aging-related pathways. Its
proprietary MitoNova™ AI-powered platform integrates biological, chemical, and mitochondrial-function datasets to accelerate the
discovery of compounds with the potential to improve cellular processes and overall tissue health. Multiple products incorporating compounds
discovered by Yuva Biosciences are already on the market, including Revive+ by BosleyMD, MitoActive by Arata, and Core100 by Rerise Health.
Yuva Biosciences is headquartered in Birmingham, Alabama. For more information, please visit www.yuvabio.com.
About NorthStrive Biosciences Inc.
NorthStrive Biosciences Inc., a PMGC Holdings Inc. company, is a biopharmaceutical
company focused on the development and acquisition of cutting-edge aesthetic medicines. NorthStrive’s lead asset, EL-22, leverages
an engineered probiotic approach to address the issue of preserving muscle while on weight loss treatments, including GLP-1 receptor agonists.
For more information, please visit www.northstrivebio.com.
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, the ability to obtain, maintain
and enforce patent protection, whether patent applications will issue or claims will be allowed, clinical and regulatory development timelines,
potential indications, safety and efficacy, and market opportunity. 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.
| 2 | https://pmgcholdings.com/news/news-2026/northstrive-biosciences-announces-positive-results-from-phas2026-07-01-043202 |
Forward-looking statements in this press release include, but are not
limited to, statements regarding the expected conduct, scope, timing, cost and results of the Expansion Program, the potential confirmation
of ANT1 induction in differentiated human myotubes, the potential prediction and validation of additional mitochondrial markers, the potential
nomination of a lead compound and designated backup compound, the potential significance of the expanded field of use and the right of
first refusal across the cardiometabolic field, the Company’s muscle preservation and metabolic health strategy, and the potential
applications or benefits of the AI-driven drug discovery program.
The Expansion Program consists of experimental research and development
activities, the results of which are inherently uncertain, and the results described in prior updates are based on in vitro testing and
are preliminary in nature. The Company cannot provide assurance that any candidate will demonstrate similar activity in future testing,
differentiated models, animal studies, clinical studies, or any commercial application. There can be no assurance that the Company or
Yuva Biosciences will successfully complete the Expansion Program, advance any candidate, nominate a lead or backup compound, complete
additional studies, obtain regulatory approvals, develop a product candidate, or generate revenue from this program.
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
website 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
