PMGC locks in 5-year 5% Elevai skincare royalties

PMGC converts its Elevai Skincare royalty earnout into an interest-bearing, scheduled five-year cash-flow stream via a new agreement with Longevity Health Holdings.

Rhea-AI Filing Summary

PMGC Holdings Inc. (ELAB) reports a new payment agreement that secures a five-year royalty stream from the prior sale of its Elevai Skincare business. PMGC and its wholly owned subsidiary, NorthStrive Biosciences Inc., entered into an interest-bearing payment agreement with Longevity Health Holdings, Inc. covering royalties from Elevai Skincare’s existing product line. The underlying asset purchase agreement dated December 31, 2024 granted PMGC ongoing earnout consideration, including a five-year royalty equal to 5% of net sales, with royalty rights assigned to NorthStrive in December 2025. The new agreement converts those royalty rights into contractual, scheduled cash flows with defined payment dates, interest and enforcement rights, allowing PMGC to participate in Elevai Skincare’s performance while focusing capital and management on precision manufacturing, biosciences and defense technology businesses.

8-K Event Classification

2 items: 7.01, 9.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Royalty rate: 5% of net sales Royalty duration: Five years Asset purchase agreement date: December 31, 2024 +3 more

6 metrics

Royalty rate 5% of net sales Five-year royalty on net sales from the existing Elevai Skincare product line

Royalty duration Five years Earnout royalty period negotiated in Elevai Skincare divestiture

Asset purchase agreement date December 31, 2024 Date of the asset purchase agreement governing the Elevai Skincare divestiture

Sale timing reference January 2025 Month and year of PMGC’s sale of its Elevai Skincare business

Assignment timing December 2025 Month and year when royalty rights were assigned to NorthStrive Biosciences Inc.

Announcement date September 18, 2026 Date of PMGC’s press release and 8-K regarding the payment agreement

Key Terms

earnout consideration, royalty, interest-bearing, non-dilutive, +2 more

6 terms

earnout consideration financial

"PMGC negotiated ongoing earnout consideration including a five-year royalty"

Earnout consideration is the portion of a purchase price that one party pays later only if the acquired business meets agreed future targets, like sales or profit goals. Think of it as a performance-linked bonus that shifts some risk from the buyer to the seller; investors watch earnouts because they affect how much value will actually be paid, influence future cash flow, and can change reported earnings or liabilities if targets are missed or met.

royalty financial

"including a five-year royalty equal to five percent (5%) of net sales"

A royalty is a payment made to the owner of a resource or asset—such as a patent, mineral rights, or creative work—whenever others use or profit from it. For investors, royalties provide a steady stream of income without owning the entire asset, similar to earning a small commission each time a product is sold or a service is used. This makes royalties an important factor in valuing certain types of investments.

interest-bearing financial

"entered into a fully executed, interest-bearing payment agreement"

non-dilutive financial

"Every dollar collected is non-dilutive to PMGC shareholders"

Non-dilutive describes funding or income that does not reduce existing shareholders’ ownership percentage. It matters to investors because it lets a company raise money or generate value—through grants, loans, licensing deals, or revenue—without issuing extra shares, so each existing share keeps the same claim on profits and control; think of adding toppings to a cake without cutting it into more slices.

diversified holding company financial

"PMGC Holdings Inc. is a diversified holding company that manages and grows"

forward-looking statements regulatory

"Statements contained in this press release regarding matters that are not historical facts are “forward-looking statements”"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did PMGC Holdings Inc. (ELAB) announce in the September 18, 2026 8-K?

PMGC announced an interest-bearing payment agreement with Longevity Health Holdings that secures a five-year royalty stream tied to the Elevai Skincare business sold in January 2025, converting its earnout royalty rights into contractual, scheduled cash flows with defined payment dates and enforcement rights.

How is PMGC’s Elevai Skincare royalty structured according to the 8-K filing?

The filing states that PMGC negotiated a five-year royalty equal to 5% of net sales from the existing Elevai Skincare product line, as part of the asset purchase agreement dated December 31, 2024 that governed the divestiture of Elevai Skincare Inc.

Which PMGC subsidiary holds the Elevai Skincare royalty rights?

The royalty rights are held by NorthStrive Biosciences Inc., PMGC’s wholly owned subsidiary, pursuant to a consent to assignment entered into in December 2025, so each royalty payment is payable directly to NorthStrive as it comes due.

Who is PMGC’s counterparty in the new Elevai royalty payment agreement?

The counterparty is Longevity Health Holdings, Inc., formerly known as Carmell Corporation. The agreement with Longevity secures payment of royalty obligations related to net sales from the existing Elevai Skincare product line.

What benefits does PMGC highlight from the Elevai royalty payment agreement?

PMGC highlights that the agreement turns the earnout royalty into visible, recurring, interest-bearing cash flow, with each dollar collected described as non-dilutive to shareholders, while allowing continued economic participation in Elevai Skincare’s performance after the sale.

How does the Elevai royalty agreement align with PMGC (ELAB)’s strategy?

PMGC states that the agreement supports its diversified holding company strategy by protecting contractual receivables with stronger terms and converting them into cash flow to support an acquisition-driven growth strategy without issuing equity or incurring debt.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): September 18, 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 September 18, 2026, PMGC Holdings Inc. (the “Company”) issued a press release announcing that the Company and its wholly owned subsidiary, NorthStrive Biosciences Inc., have entered into a payment agreement with Longevity Health Holdings, Inc. securing the royalty payments owed in connection with PMGC’s January 2025 sale of its Elevai Skincare business. A copy of the press release 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 September 18, 2026.
104		Cover Page Interactive Data File (formatted in Inline XBRL).

1

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: September 18, 2026

	PMGC Holdings, Inc.
	By:	/s/ Graydon Bensler
	Name:	Graydon Bensler
	Title:	Chief Executive Officer

2

Exhibit 99.1

PMGC Holdings Inc. (Nasdaq: ELAB) Secures Five-Year Royalty Stream from Elevai Skincare Sale Under Executed Payment Agreement with Longevity Health Holdings

● Binding, interest-bearing payment plan converts PMGC’s 5% net sales royalty into scheduled monthly cash payments to NorthStrive Biosciences through August 2031, creating recurring, non-dilutive cash flow.

● Agreement covers the 2025 royalty and all future royalty and earnout payments, backed by joint and several obligors, mandatory prepayments tied to Longevity capital events, and annual audit rights

NEWPORT BEACH, Calif., Sept. 18, 2026 (GLOBE NEWSWIRE) -- PMGC Holdings Inc. (“PMGC” or the “Company”) (Nasdaq: ELAB), a diversified holding company, today announced that the Company and its wholly owned subsidiary, NorthStrive Biosciences Inc. (“NorthStrive”), have entered into a fully executed, interest-bearing payment agreement (the “Payment Agreement”) with Longevity Health Holdings, Inc., formerly known as Carmell Corporation (“Longevity”), securing the royalty payments owed in connection with PMGC’s January 2025 sale of its Elevai Skincare business.

Under the asset purchase agreement dated December 31, 2024 governing the divestiture of Elevai Skincare Inc., PMGC negotiated ongoing earnout consideration including a five-year royalty equal to five percent (5%) of net sales generated from the existing Elevai Skincare product line. The royalty rights are held by NorthStrive pursuant to a consent to assignment entered into in December 2025, such that each royalty payment is payable directly to PMGC’s subsidiary as it comes due.

The Payment Agreement transforms this royalty entitlement into contractual, scheduled cash flow with defined payment dates, interest, and enforcement rights. Key terms include:

● Acknowledged obligation: Longevity has acknowledged its obligation to pay its 2025 royalty in the amount of $94,937, with interest accruing at the Wall Street Journal Prime Rate plus 1.00% per annum from the royalty’s original April 2026 due date until paid in full;

● Structured monthly payments: installments of $10,000 per month commencing October 15, 2026, with all amounts due no later than August 28, 2031;

● Full forward coverage: every future royalty and earnout payment that becomes due under the sale agreement is automatically added to the payment plan on the same interest-bearing terms;

● Unconditional obligations: Longevity’s payment obligations are absolute and unconditional, without setoff, counterclaim, or deduction, and Longevity is liable as primary obligor jointly and severally with the buyer of the Elevai Skincare business, without any requirement that NorthStrive first pursue the buyer;

● Accelerated cash recovery: mandatory prepayments equal to fifteen percent (15%) of net cash proceeds Longevity or the buyer receives from qualifying capital raises exceeding $350,000, asset sales outside the ordinary course of business, and settlements, judgments, or insurance recoveries, in each case subject to limited exclusions; and

● Transparency and enforcement: annual net sales statements due within five (5) business days of Longevity’s Annual Report on Form 10-K, annual audit rights, and acceleration and cost recovery rights upon payment default or insolvency.

For PMGC, the Payment Agreement converts the earnout consideration negotiated in the Elevai Skincare divestiture into visible, recurring, interest-bearing cash flow. Every dollar collected is non-dilutive to PMGC shareholders, and the five-year royalty structure allows the Company to continue participating in the commercial performance of the Elevai Skincare product line long after the sale, while its capital and management focus remains on building its precision manufacturing, biosciences, and defense technology businesses.

The agreement further underscores the deal architecture that has defined PMGC’s evolution as a diversified holding company: structuring transactions to capture value at closing and for years afterward, protecting contractual receivables with creditor-grade terms, and converting those rights into cash flow that supports the Company’s acquisition-driven growth strategy without issuing equity or incurring debt.

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 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, 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

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 PRESS RELEASE DATED SEPTEMBER 18, 2026 13.6 KB

Other Documents

• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB
• EX-101 XBRL SCHEMA FILE 3.0 KB