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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 30, 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 1.01 Entry into a Material Definitive
Agreement.
Subscription Agreement for Secured Debentures
of Nuclea Energy Canada Inc.
On October 30, 2026, PMGC Holdings Inc. (the “Company”)
entered into a Subscription Agreement (the “Subscription Agreement”) with Nuclea Energy Canada Inc., a corporation existing
under the Business Corporations Act (British Columbia) (“Nuclea Canada”), pursuant to which the Company agreed to subscribe
for and purchase US$1,845,000 aggregate principal amount of secured debentures of Nuclea Canada (the “Debentures”), issuable
in increments of US$1,000 at a price of US$1,000 per Debenture, as part of an offering by Nuclea Canada of up to US$9,000,000 aggregate
principal amount of Debentures (the “Offering”). The Company is the managing member of NorthStrive Sponsor I LLC (the “Sponsor”),
the sponsor of NorthStrive Acquisition Corp I. (“NSAI”), a special purpose acquisition company that has entered into a business
combination agreement with Nuclea Energy Inc., the parent of Nuclea Canada. The debenture offering is being conducted in connection with
Nuclea Canada’s acquisition of all of the assets of Moltex Energy Limited (In Administration) (the “Moltex Acquisition”).
The Company’s obligation to complete its subscription is conditional on, among other things, the business combination agreement
having been executed and delivered and remaining in full force and effect, and the Moltex asset purchase agreement remaining in full force
and effect, in each case as of the closing of the Offering.
The Debentures do not bear interest and are not
convertible into equity securities of Nuclea Canada, its parent or NSAI. The Debentures mature on the earliest of (i) the date that is
three months from the date of issuance, (ii) the date that is five business days after termination of the business combination agreement
for any reason, (iii) the consummation of a change of control, merger or going-public transaction of Nuclea Canada or its parent, other
than the business combination with NSAI, and (iv) the date the principal amount of the Debentures becomes due and payable following an
event of default. The Debentures may be redeemed by Nuclea Canada at any time and rank pari passu among themselves. The Debentures rank
senior to all other indebtedness of Nuclea Canada other than certain permitted secured debt, including up to US$5,000,000 of bank indebtedness.
On a change of control or merger of Nuclea Canada (other than the business combination with NSAI), holders may require Nuclea Canada to
purchase the Debentures at 100% of principal. Waivers, amendments and certain consents under the Debentures require holders of more than
66 2/3% of the outstanding principal amount, and the exercise of remedies under the security is governed by the intercreditor and collateral
agency agreement; the Company will hold approximately 20.5% of the Debentures (assuming Nuclea Canada issues US$9,000,000 aggregate principal
amount of Debentures in the Offering). Nuclea Canada has agreed to use the proceeds solely to fund the Moltex Acquisition and to reimburse
the Company’s legal fees and expenses up to US$15,000.
In consideration for the financing, the Company
will receive a finance fee of US$45,000 (the “Finance Fee”), payable at the closing of the offering by the Company withholding
the Finance Fee from the aggregate subscription price deposited with the escrow agent, such that the Debentures will be issued at an original
issue discount. The subscription proceeds will be held in escrow by OceanFirst Bank N.A. and released to Nuclea Canada upon satisfaction
or waiver of the conditions to the Moltex Acquisition; if those conditions are not satisfied within 60 days of the closing, or upon the
occurrence of certain termination events (including termination of the business combination agreement), the proceeds will be returned
to the subscribers. The Debentures will not be released to the subscribers until the escrowed funds are released to Nuclea Canada.
The Debentures will be secured, from and after
completion of the Moltex Acquisition, by a general security agreement over Nuclea Canada’s present and after-acquired personal property,
a general security agreement over Moltex Energy Canada Inc.’s present and after-acquired personal property and a pledge of the shares
of its subsidiary, Moltex Energy Canada Inc., and will be guaranteed by Moltex Energy Canada Inc., with Cancor Debt Agency Inc. acting
as collateral agent. In connection with its subscription, the Company will enter into a joinder to the intercreditor and collateral agency
agreement among the collateral agent, Nuclea Canada and the holders of the Debentures. The Subscription Agreement and the Debentures are
governed by the laws of the Province of Ontario, and the closing of the offering is expected to occur on or before November 30, 2026.
The Debentures are obligations of Nuclea Canada, and neither NSAI nor the Sponsor is a party to, or an obligor under, the Debentures.
The foregoing description of the Subscription
Agreement and the Debentures does not purport to be complete and is qualified in its entirety by reference to the full text of the Subscription
Agreement and the form of Secured Debenture, copies of which are filed as Exhibits 10.1 and 10.2 hereto and are incorporated herein by
reference.
Related Party Transactions
Because the Company is the managing member of
the Sponsor, which is the sponsor of NSAI, the Company and NSAI have certain overlapping officers and/or directors, and the Company is
also an existing investor in Nuclea Energy Inc., the Company’s subscription for the Debentures is a related party transaction. As
described above, in consideration of its subscription the Company will receive the Finance Fee from Nuclea Canada, which is structured
as an original issue discount withheld from the subscription price. The Company’s board of directors reviewed and approved the Subscription
Agreement and the transactions contemplated thereby.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange
Act of 1934, as amended, and the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements
include, without limitation, statements regarding the issuance and sale of the Debentures, the anticipated closing of the debenture offering
and the timing thereof, the use and release of the escrowed proceeds, the Moltex Acquisition, the proposed business combination between
NSAI and Nuclea Energy Inc., and the Company’s expectations regarding the finance fee and the other anticipated benefits of the
financing. Forward-looking statements are often identified by words such as “anticipate,” “believe,” “expect,”
“intend,” “may,” “will,” “should,” “would,” “could,” “plan,”
“potential” and similar expressions, although not all forward-looking statements contain such words.
Forward-looking statements are based on management’s
current expectations and assumptions and are subject to known and unknown risks, uncertainties and other factors, many of which are beyond
the Company’s control, that could cause actual results to differ materially from those expressed or implied. There can be no assurance
that the debenture offering will close on the expected terms or at all, that the conditions to the release of the escrowed proceeds or
to the Moltex Acquisition will be satisfied within the required time or at all, that the proposed business combination between NSAI and
Nuclea Energy Inc. will be consummated, that the business combination agreement will not be terminated, that the Debentures will be repaid
when due, or that the Company will realize the finance fee or any of the other anticipated benefits of the transactions described in this
report.
Additional factors that could cause actual results
to differ materially from those contemplated by the forward-looking statements include the risk that one or more of the closing conditions
to the financing, the Moltex Acquisition or the business combination is not satisfied or waived; the occurrence of any event, change or
circumstance that could give rise to the termination of the Subscription Agreement or the business combination agreement; the ability
of the Company and Nuclea Canada to perform their respective obligations under the transaction documents; the value and sufficiency of
the collateral securing the Debentures; and the other risks and uncertainties described from time to time in the Company’s filings
with the Securities and Exchange Commission, including under the heading “Risk Factors” in its most recent Annual Report on
Form 10-K and in its subsequent periodic reports.
The forward-looking statements in this report
speak only as of the date hereof. Except as required by applicable law, the Company undertakes no obligation to update or revise any forward-looking
statement, whether as a result of new information, future events or otherwise.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 10.1 |
|
Subscription Agreement for Secured Debentures, dated as of October 30, 2026, between PMGC Holdings Inc. and Nuclea Energy Canada Inc. |
| 10.2 |
|
Form of Secured Debenture of Nuclea Energy Canada Inc. |
| 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: November
2, 2026
| PMGC Holdings, Inc. |
|
| |
|
|
| By: |
/s/ Graydon Bensler |
|
| Name: |
Graydon Bensler |
|
| Title: |
Chief Executive Officer |
|
