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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 6, 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 6, 2026, NorthStrive Defense Tech LLC,
a newly formed, wholly owned subsidiary of PMGC Holdings Inc. and a Nevada limited liability company (the “Company”), issued
a press release, a copy of which is furnished as Exhibit 99.1 to this 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 6, 2026. |
| 104 |
|
Cover Page Interactive Data File (formatted in Inline XBRL). |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: April
6, 2026
| PMGC Holdings Inc. |
|
| |
|
|
| By: |
/s/ Graydon Bensler |
|
Name: |
Graydon Bensler |
|
| Title: |
Chief Executive Officer and
Chief Financial Officer |
|
Exhibit 99.1
NorthStrive Defense Tech Acquires Multi-Domain Drone Payload Technology
Option for Defense and Commercial Applications
Newport Beach, California – April 6, 2026 – NorthStrive
Defense Tech LLC (“NorthStrive Defense Tech”), a wholly-owned subsidiary of PMGC Holdings Inc. (the “Company”),
today announced it has acquired rights to a novel drone technology through an exclusive option agreement (“Option Agreement”)
with a corporation.
The Option Agreement provides NorthStrive Defense Tech with an exclusive
option, within the aerospace and defense technologies field (“Field”), to get an exclusive license as to certain patent rights
for U.S. Patent No. 12,291,334, covering a next-generation drone system designed to transport payloads across air and water environments.
The option (“Option) is also for a non-exclusive license in the aerospace and defense technologies field as to certain know-how
connected to these patent rights, as further set forth in the Option Agreement. On NorthStrive Defense Tech’s exercise of this option,
NorthStrive Defense Tech and the counterparty will enter into negotiations for a definitive license agreement.
Advancing Multi-Domain Payload Capabilities for Defense
This technology represents a new class of drone systems capable of
operating across multiple environments, by enabling an aerial vehicle to transport a cable-suspended payload through water while maintaining
flight above the surface. This approach leverages buoyancy to reduce energy consumption and increase payload efficiency compared to traditional
air-only drone systems.
Key capabilities include:
| ● | Multi-domain
operation across air and water. |
| ● | Improved
payload efficiency through buoyancy-assisted transport. |
| ● | Access
to complex environments, including coastal, riverine, and flood-prone regions. |
| ● | Flexible
payload deployment, including sensors, equipment, and logistical supplies. |
The system employs trajectory optimization and a dynamic control model
to plan parcel movement through varied underwater terrain, including avoidance of natural and man-made obstacles.
Addressing Critical Defense Gaps
The Company believes this technology addresses a key gap in modern
defense capabilities, where existing systems are limited to single-domain operation and cannot efficiently transport payloads across both
air and water.
Potential defense applications include:
| ● | Littoral
and riverine logistics |
| ● | Autonomous
resupply in remote environments |
Next Steps Toward Licensing and Commercialization
The Option Agreement provides that during the Option Period, the Company
will develop a plan to develop and commercialize products and/or services in connection with the patents the Field, and obtain financing
to pursue that plan.
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 through development, partnership,
and deployment pathways.
Neither the Company nor NorthStrive Defense Tech can 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
