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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):
October 26, 2025
| 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, Ste. 249
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 1.01 Entry into Material Definitive Agreement
On October 26, 2025, AGA Precision Systems LLC
(“AGA”), a California limited liability company and a wholly owned subsidiary of PMGC Holdings Inc. (the “Company”),
entered into an Asset Purchase Agreement (“Asset Purchase Agreement”) with Indarg Engineering, Inc., a California corporation
(“Seller,” and, together with AGA, the “Parties”). Pursuant to the Asset Purchase Agreement, AGA purchased and
assumed from Seller all of the Purchased Assets of Seller’s Business (as defined below), free and clear of any liens or other Encumbrances,
subject to the terms and conditions of the Asset Purchase Agreement, and assumed the Assumed Liabilities (as defined below). Capitalized
terms used in this Current Report on Form 8-K (“Form 8-K”) but not otherwise defined have the meanings set forth in the Asset
Purchase Agreement.
The Purchase Price for the Purchased Assets was
$548,000.00, payable at Closing as follows: (a) $350,000.00 to be used to satisfy and discharge Seller’s outstanding Small Business
Administration loan; (b) $28,000.00 to be paid to Seller at Closing; and (c) $170,000.00 to be paid pursuant to a two-year promissory
note (“Note”) issued by AGA to the Seller, which Note will bear interest at the rate of eight percent (8%) per annum. The
Note is secured by the equipment included in the Purchased Assets. At AGA’s sole option, AGA may prepay the Note in whole or in
part at any time without penalty.
Pursuant to the Asset Purchase Agreement, AGA shall hire Seller’s
Chief Executive Officer, pursuant to an employment agreement acceptable to the Parties. The employment agreement entered into by AGA and
such individual provides for, amongst other things: a base salary and signing bonus; a discretionary bonus determined by AGA in its sole
discretion; and eligibility to earn incentive compensation equal to a percentage of the net income generated from any sale or transaction
that such individual directly drives or originates, as determined by AGA in its reasonable discretion. Additionally, AGA shall offer employment
to all employees of Seller who are eligible and qualified to work in the State of California on such terms as AGA deems appropriate.
Subject
to the terms and conditions set forth in the Asset Purchase Agreement, Seller agreed to non-compete provisions for a period commencing
from the Closing Date to two (2) years thereafter (“Restricted Period”), which provisions apply to Seller and its Affiliates.
Notwithstanding these non-compete provisions, Seller may own, directly or indirectly, solely as an investment, securities of any Person
traded on any national securities exchange if Seller is not a controlling Person of, or a member of a group which controls, such Person
and does not, directly or indirectly, own two percent (2%) or more of any class of securities of such Person. Seller also agreed to non-solicitation
provisions applying to Seller and its Affiliates. These non-solicitation provisions do not apply to general solicitations which are not
directed specifically to any employees of AGA.
The Parties additionally made customary representations
and warranties for transactions of this nature and agreed to other customary covenants and indemnification provisions for transactions
of this nature.
The transactions contemplated under the Asset
Purchase Agreement were consummated on October 26, 2025.
“Assumed Liabilities” means: (a) all
Liabilities with respect to the Assigned Contracts, but only to the extent that such Liabilities are required to be performed after the
Closing Date, were incurred in the ordinary course of business, and do not relate to any failure to perform, improper performance, warranty,
or other breach, default, or violation by AGA on or prior to the Closing; (b) all Liabilities arising under that certain real property
lease agreement set forth in Section 1.03(a)(ii) of the Asset Purchase Agreement, but only to the extent that such Liabilities are to
be performed after the Closing Date, were incurred in the ordinary course of business, and do not relate to any failure to perform, improper
performance, warranty, or other breach, default, or violation by AGA on or prior to the Closing, and excluding (c) the Excluded Liabilities.
“Business” means the Seller’s
business of providing high-tolerance precision machining services, including CNC machining, prototyping, and quality inspection.
The foregoing descriptions
of each of the Asset Purchase Agreement and the Note do not purport to be complete and are each qualified in their entirety by reference
to the full text of the Securities Purchase Agreement and the form of Note, copies of which are filed as Exhibits 10.1 and 10.2, respectively,
to this Form 8-K and incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets
The information set forth under Item 1.01 of this Form 8-K is incorporated
herein by reference.
Item 7.01 Regulation FD Disclosure
On October 28, 2025, 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 |
| 10.1+ |
|
Asset Purchase Agreement between AGA Precision Systems LLC and Indarg Engineering, Inc. dated October 26, 2025. |
| 10.2 |
|
Form of Note. |
| 99.1 |
|
Press Release dated October 28, 2025. |
| 104 |
|
Cover Page Interactive Data File (formatted in Inline XBRL). |
| + | Portions of this exhibit have been redacted. The schedules,
exhibits, or similar attachments have been omitted from this filing pursuant to Item 601(b)(2)
of Regulation S-K. The Company wil furnish copies of any schedules, exhibits or similar attachments to the U.S. Securities and Exchange
Commission upon request. |
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: October
30, 2025
| PMGC Holdings, Inc. |
|
| |
|
|
| By: |
/s/ Graydon Bensler |
|
| Name: |
Graydon Bensler |
|
| Title: |
Chief Executive Officer, |
|
| |
Chief Financial Officer, and Director |
|
