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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):
April 23, 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 7.01 Regulation FD Disclosure.
On April 23, 2026, NorthStrive Defense Tech LLC,
a Nevada limited liability company 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”).
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 |
| 99.1 |
|
Press Release dated April 23, 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: April
23, 2026
| PMGC Holdings, Inc. |
|
| |
|
|
| By: |
/s/ Graydon Bensler |
|
| Name: |
Graydon Bensler |
|
| Title: |
Chief Executive Officer |
|
Exhibit 99.1
NorthStrive Defense Tech Acquires Patented GPS-Denied Autonomous Drone
Navigation Technology Option, Built for Defense and Counter-Unmanned Aircraft Systems
| ● | Patented Software Visual-Inertial Cooperative Navigation Technology
has potential to Target Defense, Counter-Drone (C-UAS), Electronic Warfare, and Autonomous Unmanned Aircraft Systems Markets; |
| | | |
| | ● | Marks Second Contract Since Formation, Potentially Expanding Northstrive
Defense Tech’s Portfolio; |
Newport Beach, California – April 23, 2026 – NorthStrive Defense
Tech LLC (“NorthStrive Defense Tech”), a wholly-owned subsidiary of PMGC Holdings Inc. (the “Company”) (NASDAQ:
ELAB), today announced it has secured a license option in connection with a proprietary, US patented autonomous navigation technology
through an exclusive option agreement (“Option Agreement”) with a corporation. The technology is designed to enable autonomous
positioning and navigation for unmanned aircraft systems (UAS) and drones operating in GPS-jammed, GPS-spoofed, and GPS-denied environments,
addressing a core capability gap identified by the U.S. Department of Defense (DoD) and allied defense programs worldwide.
The Option Agreement provides NorthStrive Defense Tech with an exclusive
option, within the aerospace and defense technologies field (“Field”), to obtain an exclusive license as to certain patent
rights for U.S. Patent No. 12,277,716 B2, covering a cooperative navigation system for unmanned aircraft systems (“UAS”),
also known as drones, operating in GPS-denied and GPS-degraded environments. The option is also for a non-exclusive license in the Field
as to certain know-how connected to these patent rights, as further set in the Option Agreement. On NorthStrive Defense Tech’s exercise
of this option, the parties will enter into negotiations for a definitive license agreement.
Patented Visual-Inertial Drone Navigation System for GPS-Jammed, GPS-Spoofed,
and GPS-Denied Environments
This technology has the potential to enable drones to navigate accurately
without GPS by using onboard cameras and inertial sensors to estimate position relative to the local environment. The approach applies
visual-inertial odometry (VIO) and sensor-fusion techniques, including an Extended Kalman Filter (EKF) for real-time state estimation
and cooperative multi-vehicle data sharing, which together represent foundational building blocks of next-generation autonomous systems.
When multiple drones operate, they share positional data in real time to collectively improve each vehicle’s accuracy, with performance
formally evaluated under real-world GPS-denied conditions.
GPS-denied navigation has emerged as one of the most urgent challenges
in modern drone operations. Conflicts in recent years have demonstrated that GPS signals cannot be relied upon in contested environments,
where jamming and spoofing are routinely deployed to disable unmanned systems. Vulnerabilities in Global Navigation Satellite System (GNSS)
signals have made anti-jamming and anti-spoofing capabilities a top priority within U.S. defense modernization programs, the Pentagon,
the Department of Defense (DoD), and allied NATO forces. That operational reality has driven substantial investment across the defense
sector, with the GPS-denied drone navigation market projected to grow at a CAGR of 31.7% through 2030, according to Technavio.1
| 1 | Drone Navigation System Market Growth Analysis - Size and Forecast 2026-2030 | Technavio |
Key potential capabilities include:
| ● | Vision and inertial-based navigation requiring no GPS signal (visual-inertial
odometry / VIO with Extended Kalman Filter (EKF)-based state estimation) |
| ● | Cooperative swarm localization through inter-vehicle range sharing,
a foundational capability for drone swarm and counter-drone (C-UAS) operations |
| ● | Scalable architecture supporting operations from individual drones to
full swarms, with an architecture positioned for integration with AI-enabled autonomous systems |
| ● | Technology formally evaluated for accuracy and performance under real-world
GPS-denied conditions |
The system’s modular design keeps flight-critical estimation onboard
each drone while requiring minimal data exchange between vehicles, making it practical for contested environments where communications
bandwidth is limited or actively degraded.
Addressing the GPS-Denied Navigation Gap in Defense, Counter-UAS, and
Electronic Warfare
GPS jamming, spoofing, and electronic warfare have become standard features
of modern conflict. Large-scale drone warfare, counter-drone (C-UAS) engagements, and electronic warfare (EW) operations observed in recent
conflicts have accelerated investment from the U.S. Department of Defense (DoD), NATO allies, and private defense-tech capital. The ability
to operate autonomous systems effectively in these environments is a defining challenge for defense programs worldwide, and investor interest
in companies solving it has intensified. NorthStrive Defense Tech believes this technology directly addresses that gap.
Potential applications include:
| ● | U.S. Department of Defense (DoD), Pentagon, and allied military operations
in GPS-jammed, GPS-spoofed, and electronically contested environments, including counter-UAS (C-UAS) mission sets |
| ● | Commercial delivery in urban environments where GPS signals are unreliable |
| ● | Industrial automation in warehouses and infrastructure where GPS is unavailable
|
| ● | Counter-drone and counter-UAS (C-UAS) systems for homeland security, border protection,
and force protection missions |
| ● | Critical infrastructure monitoring and
intelligence, surveillance, and reconnaissance (ISR) applications |
Next Steps Toward Licensing, Commercialization, and Strategic Defense
Partnerships
The Option Agreement provides a defined evaluation period during which
the Company will evaluate the technology, validate use cases, and engage with potential strategic and government partners. If the Company
exercises the option, the Company intends to negotiate and execute a definitive licensing agreement to secure full commercialization rights
and advance the technology.
| 1 | Drone Navigation System Market Growth Analysis - Size and Forecast 2026-2030 | Technavio |
NorthStrive Defense Tech LLC cannot guarantee that the parties will successfully
negotiate a definitive license agreement or that the technology will be successfully developed or commercialized.
About NorthStrive Defense Tech LLC
NorthStrive Defense Tech LLC is a wholly-owned subsidiary of PMGC Holdings Inc.
focused on identifying, acquiring, and commercializing advanced defense technologies, with an emphasis on drone and autonomous systems.
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
| 1 | Drone Navigation System Market Growth Analysis - Size and Forecast 2026-2030 | Technavio |
