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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 4, 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 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 March 4, 2026, PMGC Holdings Inc. (the “Company”)
filed a Certificate of Amendment to the Company’s Articles of Incorporation, as amended (the “Certificate of Amendment”),
to effect a 1-for-6 reverse stock split (the “Split”) of the shares of the Company’s authorized, issued, and outstanding
shares of common stock, par value $0.0001 per share (“Common Stock”), such Split to be effective on March 10, 2026 at 12:00
a.m. Eastern Standard Time (the “Effective Time”).
The Certificate of Amendment
provided that at the Effective Time, every six (6) shares of the Company’s issued and outstanding Common Stock would be automatically
combined, without any action on the part of the holder thereof, into one (1) share of Common Stock. The Certificate of Amendment also
provided that the Company’s authorized shares of capital stock would be 583,333,334 shares, comprised of 83,333,334 shares of Common
Stock and 500,000,000 shares of preferred stock, par value $0.0001 per share.
The Common Stock began trading on a Split-adjusted
basis on The Nasdaq Capital Market when the market opened on March 10, 2026. The trading symbol for the Common Stock remained “ELAB”
after the Split. The Common Stock was assigned a new CUSIP number (73017P 508) following the Split.
The Split had no effect on the par value of the
Common Stock. No fractional shares were issued in connection with the Split and stockholders received one share of Common Stock in lieu
of a fractional share.
To reflect the Split, the Company proportionally
adjusted the number of shares of Common Stock (i) underlying its outstanding stock awards, (ii) underlying its outstanding options, (iii)
reserved under its equity incentive plan, (iv) underlying its outstanding warrants, and (v) proportionally adjusted the exercise price
of its outstanding warrants.
A copy of the Certificate of Amendment is filed
hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 8.01. Other Information.
On March 4, 2026, the Company issued a press release
announcing the Split. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein
by reference.
The information presented in Item 8.01 of this
Current Report on Form 8-K and Exhibit 99.1 shall not be deemed to be “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, unless the
Company specifically states that the information is to be considered “filed” under the Exchange Act or specifically incorporates
it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 3.1 |
|
Certificate of Amendment filed on March 4, 2026. |
| 99.1 |
|
Press Release dated March 4, 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: March
10, 2026
| |
PMGC Holdings, Inc. |
| |
|
|
| |
By: |
/s/ Graydon Bensler |
| |
Name: |
Graydon Bensler |
| |
Title: |
Chief Executive Officer and Chief Financial Officer |
2
Exhibit
99.1
PMGC
Holdings Inc. Announces Anticipated Reverse Stock Split
NEWPORT BEACH, Calif., March 4, 2026 (GLOBE
NEWSWIRE) -- PMGC Holdings Inc. (NASDAQ: ELAB) (“PMGC” or the “Company”) today announced that it will effect a
1-for-6 reverse stock split (the “Split”) of its issued and outstanding and authorized common stock, par value $0.0001 per
share (“Common Stock”), effective at 12:00 am, Eastern time, on March 10, 2026.
Key Details of the Reverse Stock Split:
| ● | Conversion Ratio: Every 6 shares of issued and outstanding Common Stock will
be consolidated into one share of Common Stock, and every 6 shares of authorized Common Stock will be consolidated into one share of Common
Stock, each with no further action required from shareholders. |
| ● | Fractional Shares: Shareholders entitled to fractional shares will receive
one full share for each fractional portion. |
| ● | Updated Stock Identifier: While the trading symbol for the
Common Stock will remain “ELAB,” the Common Stock will be designated a new CUSIP number 73017P508. |
| ● | Equity Adjustments: Outstanding stock awards, options, and the shares reserved
for the equity incentive plan will be adjusted proportionally to reflect the Split. |
| ● | Warrant Share and Exercise Price Adjustments: Shares of Common Stock underlying
outstanding warrants and the exercise price of the outstanding warrants will be adjusted proportionally to reflect this stock split. |
Impact on Shareholders:
| ● | Certificate Holders: Shareholders with physical certificates can exchange
them, if desired, through VStock Transfer, LLC, the transfer agent of the Company, which will provide detailed instructions. |
| ● | Share Value: The reverse split does not impact the overall value of shareholder
equity; it only reduces the number of shares outstanding while proportionally adjusting the share price. |
Impact on our Common Stock:
The Company anticipates that there will be
approximately 541,461 shares of common stock issued and outstanding immediately following the anticipated reverse stock split on March
10, 2026. The Company anticipates that there will be approximately 3,248,764 shares of common stock issued and outstanding immediately
prior to the anticipated reverse stock split on March 10, 2026.
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 Holdings’
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
