[8-K] PMGC Holdings Inc. Reports Material Event

Rhea-AI Filing Summary

Codexis, Inc. (CDXS) Form 4: 10% owner Opaleye Management Inc. reported an open-market purchase of 100,000 common shares on 07/18/2025 at $2.82 per share (≈ $282k). After the transaction, Opaleye now indirectly controls 12,450,000 shares through Opaleye L.P. and 250,000 shares through a separately managed account, totaling ≈ 12.7 million shares. No derivative positions were disclosed. Opaleye disclaims beneficial ownership beyond its pecuniary interest. As a Schedule 13D filer and 10% holder, continued accumulation can signal confidence and tighten the public float, although the added position represents <1 % of its existing stake.

Positive

• Insider accumulation: A 10% owner added 100,000 shares in the open market, often viewed as a vote of confidence.
• Stake increase: Total indirect holdings rise to ≈ 12.7 million shares, tightening float and aligning insider with shareholder value.

Negative

• Scale of purchase is small: The 100k-share buy raises the position by less than 1 %, so informational impact may be limited.

Insights

Securities Analyst

TL;DR: 10% owner bought 100k CDXS shares at $2.82, nudging stake to 12.7 M; small addition but positive insider signal.

Opaleye’s purchase increases its indirect ownership by roughly 0.8 %, bringing its total to about 12.7 million shares. While the dollar value is modest relative to its holding, insider buying—especially by a large shareholder—tends to be interpreted favorably because the investor is committing fresh capital at prevailing market prices. No dispositions or derivative exercises were reported, indicating a straightforward cash purchase. The filing is impactful mainly as a sentiment indicator; it does not alter Codexis’s fundamentals or capital structure but may support near-term share demand and investor confidence.

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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): July 18, 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: (866) 794-4940

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© under the Exchange Act (17 CFR 240.13e-4©)

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 2.01. Completion of Acquisition or Disposition of Assets.

On July 18, 2025, PMGC Holdings Inc. (the “Company”) completed the acquisition (the “Acquisition”) of 100% of the membership units (the “Units”) of AGA Precision Systems LLC (the “Target”), pursuant to a Membership Interest Purchase Agreement dated as of July 18, 2025 (the “Acquisition Agreement”), by and between the Company, the Target and Jeffrey Uhrig, the sole member of the Target (the “Seller”).

The Acquisition closed on July 18, 2025. The purchase consideration for the Units consisted of $650,000 in cash paid by the Buyer to the Seller at the closing of the Acquisition (the “Closing”).

Pursuant to the Acquisition Agreement, the Seller agreed to non-competition and non-solicitation covenants for a period of five years following the Closing. The Seller and the affiliates of the Seller are restricted from engaging in or assisting any business that competes with the business of the Target, subject to certain exceptions. In addition, the Seller is prohibited from soliciting or hiring the employees of the Company other than pursuant to a general solicitation which is not directed specifically to any employees of the Company.

The foregoing description of the Acquisition does not purport to be complete and is qualified in its entirety by reference to the full text of the Acquisition Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Form 8-K”) and incorporated by reference herein.

Item 8.01 Other Events

On July 18, 2025, the Company issued a press release announcing the Closing. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.

The information set forth under this Item 8.01, 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, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are being filed herewith:

Exhibit No.		Description
10.1*		Acquisition Agreement dated as of July 18, 2025, by and between PMGC Holdings Inc., Jeffrey Uhrig and AGA Precision Systems LLC
99.1		Press Release of PMGC Holdings Inc. dated as of July 18, 2025.
104		Cover Page Interactive Data File (embedded with the Inline XBRL document).

* The schedules, exhibits or similar attachments have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish copies of any schedules, exhibits or similar attachments to the Securities and Exchange Commission upon request.

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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: July 22, 2025

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

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FAQ

How many Codexis (CDXS) shares did Opaleye buy?

The Form 4 shows an open-market purchase of 100,000 shares.

What price did the insider pay for CDXS shares?

Opaleye bought the shares at $2.82 per share on 07/18/2025.

What is Opaleye’s total ownership in Codexis after the transaction?

Opaleye now indirectly controls 12,450,000 shares via its fund plus 250,000 shares in a managed account—≈ 12.7 million total.

Were any derivative securities involved in this Form 4 filing?

No. The filing lists no derivative acquisitions or dispositions.

Why is Opaleye listed as a 10% owner of Codexis?

Its aggregate holdings exceed 10 % of outstanding CDXS shares, triggering the Section 16 designation.