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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): March 24, 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.
Third
Amendment to License Agreement between Northstrive Biosciences Inc. and MOA Life Plus Co., Ltd.
As
of March 24, 2026 (“Effective Date”), Northstrive Biosciences Inc. (“Northstrive”), a wholly owned subsidiary
of PMGC Holdings Inc. (the “Company”), entered into a Third Amendment to License Agreement (the “Third Amendment”)
with MOA Life Plus Co., Ltd. (“MOA”), a corporation organized under the laws of the Republic of Korea. The Third Amendment
further amends that certain License Agreement originally entered into by the Company and MOA on April 30, 2024, as amended (“License
Agreement”).
The
Third Amendment amends and restates Exhibit C of the License Agreement in its entirety, updating the achievement of certain milestones
for the Field (as defined in the License Agreement), including certain phases for pre-clinical trials and associated events for Investigational New Drug Applications, and the timeline for such milestones. Such milestones and timelines are as further
set forth in the Third Amendment. Additionally, upon execution of the Third Amendment and within 30 days after the Effective Date, the
Company shall pay MOA monetary value as consideration for entry into the Third Amendment.
The
foregoing description of the Third Amendment does not purport to be complete and is qualified in its entirety by reference to the full
text of the Third Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Third
Amendment to License Agreement between Northstrive Biosciences Inc. and MOA Life Plus Co., Ltd.+ |
| 104 |
|
Cover
Page Interactive Data File (formatted in Inline XBRL). |
| |
+ |
Portions
of this exhibit have been redacted. |
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:
March 27, 2026
| PMGC
Holdings, Inc. |
|
| |
|
|
| By: |
/s/
Graydon Bensler |
|
| Name:
|
Graydon
Bensler |
|
| Title: |
Chief
Executive Officer |
|
