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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): November 1, 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 520 Newport Center Drive, Ste. 470
Newport Beach, CA |
|
92660 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (866) 794-4940
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 Material Definitive Agreement.
On
November 1, 2026, PMGC Holdings Inc. (the “Company”), entered into a Consulting Agreement (the “Consulting Agreement”)
with IR Agency LLC (the “Consultant”). Under the Consulting Agreement, the Consultant will provide marketing and advertising
services to communicate information about the Company to the financial community. These services include creating company profiles and
media distribution. Under the Consulting Agreement, the Consultant’s services begin on November 10, 2026, and continues for a term up
to three months, unless the parties agree to extend it. As consideration for the services, the Company agreed to pay the Consultant $300,000.
On November 4, 2026, the Company entered into an Digital Marketing Services Agreement (the “Senergy Agreement”) with Senergy
Communications Capital Inc. (“Senergy”). Under the Senergy Agreement, Senergy will provide the Company with digital marketing
services. The program will run for approximately one month after which the Company and Senergy may mutually extend the term. The Company
will pay Senergy a total of C$185,000, exclusive of applicable taxes.
The
Company may periodically enter into other consultancy agreements as part of its overall investor relations strategy, which may include
digital marketing, preparation of press releases and investor awareness.
The
foregoing description of the Consulting Agreement and Senergy Agreement do not purport to be complete and are qualified in their entirety
by reference to the full text of the Consulting Agreement and Senergy Agreement, which are filed as Exhibit 10.1 and 10.2 respectively
to this Current Report on Form 8-K and is incorporated herein by reference.
Item
7.01 Regulation FD Disclosure.
On
November 5, 2026, PMGC Holdings Inc. (the “Company”), issued a press release announcing the results from its EL-32 Preclinical
Combination Study with Semaglutide and plans for the next phase of development. The press release is furnished as Exhibit 99.1 to this
Current Report on 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.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Consulting Agreement, dated November 1, 2026, by and between PMGC Holdings Inc. and IR Agency LLC |
| 10.2 |
|
Investor Awareness & Shareholder Engagement Program Agreement dated November 4, 2026, between Senergy Communications Capital Inc. and PMGC Holdings Inc. |
| 99.1 |
|
Press Release dated November 5, 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:
November 5, 2026
| PMGC Holdings, Inc. |
|
| |
|
|
| By: |
/s/ Graydon
Bensler |
|
| Name: |
Graydon Bensler |
|
| Title: |
Chief Executive Officer |
|
Exhibit
99.1
NorthStrive
Biosciences Announces Results from EL-32 Preclinical Combination Study with Semaglutide and
Plans for Next Phase of Development
| ● | Study
identifies preliminary lean-mass finding at the highest EL-32 dose while informing future
preclinical development strategy |
| | | |
| ● | Results
advance NorthStrive Biosciences’ engineered probiotic platform targeting muscle preservation
for patients on GLP-1 weight loss treatments |
NEWPORT
BEACH, Calif., November 5, 2026 (GLOBE NEWSWIRE) -- PMGC Holdings Inc. (Nasdaq: ELAB) (“PMGC” or the “Company”)
today announced the completion of a preclinical study evaluating EL-32, an engineered probiotic candidate being developed by its wholly
owned subsidiary, NorthStrive Biosciences Inc. (“NorthStrive”), both as a standalone treatment and in combination with semaglutide,
the GLP-1 receptor agonist that is the active ingredient in Ozempic® and Wegovy®.
The
study was announced in the Company’s March 10, 2026 press release titled “NorthStrive Biosciences Announces Launch of EL-32
Preclinical Study Evaluating Muscle Preservation in GLP-1 Weight Loss Therapy” and was conducted by an independent contract research
organization specializing in metabolic disease models. The eight-week study evaluated the effects of EL-32 on body weight, body composition,
glucose regulation, and insulin sensitivity in a diet-induced obesity (DIO) mouse model, a widely used preclinical model for evaluating
obesity and metabolic therapies.
The
study identified preliminary findings of interest with EL-32 administered alongside semaglutide, including a statistically significant
greater absolute lean mass at the highest tested EL-32 dose and an improved relative glucose response during insulin tolerance testing
at the lowest combination dose, compared with semaglutide alone. However, these findings were limited to specific measures and doses,
and the combination did not demonstrate a consistent additive metabolic benefit over semaglutide alone.
Key
Study Findings
| ● | Potential
lean-mass preservation: The combination of high-dose EL-32 and semaglutide demonstrated
a statistically significant greater difference in body weight gain compared with semaglutide
alone, a finding directionally consistent with NorthStrive’s muscle-preservation thesis.
No significant difference was observed in relative lean mass, and the finding was not reproduced
in the low-dose combination group. |
| ● | Body
weight reduction: Both EL-32 combination groups demonstrated significant reductions in
body weight compared with untreated obese controls. Greater weight reduction was observed
with combination treatment compared with semaglutide alone, reaching statistical significance
for the high-dose combination on the final day of treatment, although these differences were
not consistently statistically significant across the treatment period. |
| ● | Insulin
sensitivity and metabolic markers: Combination treatment with EL-32 and semaglutide improved
insulin sensitivity, glucose tolerance and metabolic markers compared with EL-32 alone and
untreated obese controls. These improvements were generally comparable to semaglutide alone,
with the low-dose combination showing a statistically significant improvement in the relative
glucose response during insulin tolerance testing compared with semaglutide alone. |
| ● | EL-32
monotherapy: Across the doses evaluated, EL-32 alone did not demonstrate meaningful improvements
in body weight, body composition, or most metabolic measures, although the highest dose showed
a modest improvement in an insulin sensitivity measure. |
Next
Steps for the EL-32 Program
The
study accomplished its purpose as a proof-of-concept experiment, generating the first controlled in vivo data on EL-32 in a GLP-1 combination
setting and identifying the dose and endpoints that merit further study. While semaglutide was responsible for the majority of observed
weight loss and metabolic improvements, the contract research organization noted that the semaglutide dose used produced substantial
effects on its own, leaving a limited window to detect an additional effect of EL-32, and recommended that the combination be re-evaluated
with a lower dose of semaglutide.
Based
on these findings, NorthStrive plans to design a follow-on preclinical study evaluating EL-32 in combination with a lower dose of semaglutide,
with lean mass and body composition considered to be the primary endpoints, and expects to provide an update on the design and timing
of that study in the first quarter of 2027. The results will also inform NorthStrive’s broader EL-22 and EL-32 development program,
including the analytical characterization work with Charles River Laboratories announced on September 29, 2026 and the planned spaceflight
study under the Orbit2Orbit term sheet announced on August 25, 2026.
Addressing
an Important Need in Obesity Treatment
GLP-1
receptor agonists have transformed obesity management, but the loss of lean body mass during treatment remains an important area of clinical
research and, the Company believes, a significant and growing market opportunity for muscle-preserving therapies that can be used alongside
GLP-1 weight loss treatments.
EL-32
is an orally administered, investigational engineered probiotic designed to target the myostatin and activin A pathways, two negative
regulators of skeletal muscle growth. NorthStrive’s research seeks to determine whether modulation of these pathways can support
preservation of lean tissue alongside therapies that promote weight reduction.
The
findings are preliminary, are limited to the conditions evaluated in this animal study, and do not establish efficacy or muscle preservation
in humans.
About
NorthStrive Biosciences Inc.
NorthStrive
Biosciences Inc., a PMGC Holdings Inc. company, is a biopharmaceutical company focused on developing innovative therapeutics to address
unmet medical needs. Through strategic research partnerships, AI-enabled drug discovery collaborations, disciplined development, and
selective in-licensing, NorthStrive aims to build a diversified pipeline of differentiated therapeutic candidates across multiple disease
areas. 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.
Forward-looking
statements in this press release include, but are not limited to, statements regarding the planned follow-on preclinical study of EL-32,
its design, endpoints and timing, the development of EL-22 and EL-32, and the potential market opportunity for muscle-preserving therapies
used alongside GLP-1 receptor agonists. Results observed in preclinical animal models may not be predictive of results in humans. The
planned follow-on study has not yet been initiated, and the Company cannot provide assurance that it will be initiated or completed on
the anticipated timeline, that it will produce favorable results, or that any results will support further development. There can be
no assurance that the Company will successfully advance EL-22 or EL-32, 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.
Investor
Relations Contact
IR@pmgcholdings.com
