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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):
February 19, 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.) |
675
West Hastings Street, Suite
805
Vancouver, BC |
|
V6B1N2 |
| (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 7.01 Regulation FD Disclosure.
On February 19, 2026, 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”).
The information furnished pursuant to this Item
7.01, including Exhibits 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 |
| 99.1 |
|
Press Release dated February 19, 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: February
19, 2026
| PMGC Holdings, Inc. |
|
| |
|
|
| By: |
/s/ Graydon Bensler |
|
| Name: |
Graydon Bensler |
|
| Title: |
Chief Executive Officer |
|
Exhibit
99.1
NorthStrive
Biosciences Files 10 U.S. Patent Applications for EL-22 and EL-32 Targeting Muscle Growth and Yield Enhancement in Farmed
Animals
NEWPORT
BEACH, CA – February 18, 2026 – NorthStrive Biosciences, Inc. (“NorthStrive” or the “Company”),
a wholly owned subsidiary of PMGC Holdings Inc. (Nasdaq: PMGC), today announced the filing of ten (10) new U.S. patent applications expanding
its proprietary EL-22 and EL-32 technologies into animal health and agricultural markets, including applications designed
to encourage animals to grow new muscle and increase muscle weight return per animal.
These
ten (10) patent applications include five (5) new patent applications covering EL-22 and five (5) new, corresponding applications covering
EL-32 across multiple farmed animal categories, including livestock, aquaculture, and poultry.
Muscle
Growth and Increased Yield in Livestock
Two
of the patent applications cover the use of EL-22 and EL-32 as non-feed additive supplements designed to encourage animals to grow new
muscle tissue and increase muscle weight return per animal.
| ● | EL-22
– U.S. Application No. 19/541,209 |
| ● | EL-32
– U.S. Application No. 19/540,888 |
Livestock
Emissions Reduction and Animal Health
Additional
applications cover the use of EL-22 and EL-32 to reduce gaseous emissions in livestock, potentially decreasing environmental impact and
mitigating ruminal tympany risk.
| ● | EL-22
– U.S. Application No. 19/540,893 |
| ● | EL-32
– U.S. Application No. 19/540,895 |
Aquaculture
Muscle Growth and Efficiency
Applications
have also been filed covering the use of EL-22 and EL-32 in aquaculture to encourage muscle growth in aquatic species, potentially reducing
time to commercially viable size and lowering energy expenditures.
| ● | EL-22
– U.S. Application No. 19/540,898 |
| ● | EL-32
– U.S. Application No. 19/540,900 |
Aquaculture
Emissions Reduction
Additional
aquaculture filings address emissions reduction to mitigate eutrophic conditions.
| ● | EL-22
– U.S. Application No. 19/540,905 |
| ● | EL-32
– U.S. Application No. 19/540,908 |
Poultry
Muscle Development
The
final set of applications covers the use of EL-22 and EL-32 in poultry to encourage muscle growth and improve muscle yield per bird within
standard growth timelines.
| ● | EL-22
– U.S. Application No. 19/540,913 |
| ● | EL-32
– U.S. Application No. 19/540,918 |
About
Northstrive Biosciences Inc.
Northstrive
Biosciences Inc., a PMGC Holdings Inc. company, is a biopharmaceutical company focusing on the development and acquisition of cutting-edge
aesthetic medicines. Northstrive’s lead asset, EL-22, leverages an engineered probiotic approach to address obesity’s pressing
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 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, 2024, filed
with the SEC on March 28, 2025, 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
