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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):
August 12, 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 a Material Definitive
Agreement.
(a) Amendment No. 3
to the Second Amended and Restated Consulting Agreement for Non-Executive Chairman between the Company and Northstrive Companies
Inc.
On August 12, 2025, PMGC Holdings Inc., a Nevada
corporation (the “Company”), and Northstrive Companies Inc., a California corporation (such corporation, “Northstrive”)
wholly owned by the Company’s Chairman, Braeden Lichti, entered into Amendment No. 3 (such amendment, “Amendment No. 3 to
Second Amended Northstrive Consulting Agreement”) to the Second Amended and Restated Consulting Agreement for Non-Executive Chairman
between the Company and Northstrive (“Second Amended Northstrive Consulting Agreement”).
1. Acquisition
Awards
Amendment No. 3 to Second Amended Northstrive
Consulting Agreement provided for the Company’s grant of a fully vested award in the form of either: (i) restricted stock units
(“RSUs”), (ii) restricted stock, or (iii) cash (each, “Acquisition Award”) to Northstrive on the consummation
of any acquisition of (i) an entity, (ii) assets, or (iii) capital stock by the Company or any Subsidiary (as defined below). The amount
of the Acquisition Award to Northstrive will be calculated based on the total purchase price of the consummated acquisition, regardless
of whether or not such purchase price is paid in cash, stock, assumed debt, or other consideration (such purchase price, the “Acquisition
Value”), and will be determined as follows:
| (i) | Acquisition Value from $0 to $5,000,000 – Northstrive
is entitled to an Acquisition Award of 5% of the Acquisition Value; |
| (ii) | Acquisition Value over $5,000,000 to $10,000,000 – Northstrive
is entitled to an Acquisition Award of 6% of the Acquisition Value; |
| (iii) | Acquisition Value over $10,000,000 to $20,000,000 –
Northstrive is entitled to an Acquisition Award of 7% of the Acquisition Value; and |
| (iv) | Acquisition Value over $20,000,000 - Northstrive is entitled
to an Acquisition Award of 8% of the Acquisition Value. |
In addition to the determinations of Acquisition
Value set forth in Item 1.01(a)(1) of this Current Report on Form 8-K (“Form 8-K”), the Compensation Committee of the Board
of Directors of the Company (“Compensation Committee”) may, in its sole discretion, determine to award Northstrive an additional
1% of the applicable percentage of the Acquisition Value if: (i) the Board of Directors of the Company (the “Board”) and/or
Compensation Committee projects the applicable acquisition to be earnings before interest, tax, depreciation, and amortization (EBITDA)
or net income accretive within twelve (12) months of closing or (b) the Compensation Committee deems the applicable acquisition as an
advancement to the Company’s long-term growth objectives, competitive positioning, and/or operational capabilities.
If Northstrive elects to receive its Acquisition
Award in the form of RSUs or restricted stock, the number of RSUs (“RSU Award Amount”) or restricted stock granted shall equal
(x) the dollar value of the Acquisition Award divided by (y) the trailing five (5) day volume-weighted average price (VWAP) of the Company’s
common stock ending on the trading day prior to the acquisition closing date (such RSU Award Amount rounded down to the nearest whole
share). The RSUs or restricted stock granted to Northstrive will be fully vested and shall not be subject to any further service or performance
conditions.
“Person” means an
individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture,
an unincorporated organization, any other entity, or a governmental entity.
“Subsidiary” means, with
respect to any Person, any corporation, limited liability company, partnership, joint venture or other legal entity of which such Person
(either above or through or together with any other Subsidiary) owns, directly or indirectly, more than 50% of the stock or other equity
interests the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such
entity.
2.
Name Change
Amendment No. 3 to Second Amended Northstrive
Consulting Agreement also provided for the name change of the Second Amended Northstrive Consulting Agreement, going forward, to “Consulting
and Services Agreement for Non-Employee, Non-Executive Chairman.”
(b)
Amendment No. 3 to the Second Amended and Restated Consulting Agreement for Non-Employee Chief Executive Officer between the Company and
GB Capital Ltd
On August 12, 2025, the Company and
GB Capital Ltd, a British Columbia, Canada corporation (such corporation, “GB Capital”) wholly owned by the Company’s
Chief Executive Officer and Chief Financial Officer, Graydon Bensler, entered into Amendment No. 3 (such amendment, “Amendment No.
3 to Second Amended GB Capital Consulting Agreement”) to the Second Amended and Restated Consulting Agreement for Non-Employee Chief
Executive Officer between the Company and GB Capital (“Second Amended GB Capital Consulting Agreement”).
1.
Acquisition Awards
Amendment No. 3 to Second Amended GB
Capital Consulting Agreement provided for the Company’s grant of an Acquisition Award in the form of either: (i) RSUs, (ii) restricted
stock, or (iii) cash to GB Capital on the consummation of any acquisition of (i) an entity, (ii) assets, or (iii) capital stock by the
Company or any Subsidiary. The amount of the Acquisition Award to GB Capital will be calculated based on the Acquisition Value, and will
be determined as follows:
| ● | Acquisition Value from $0 to $5,000,000 – GB Capital
is entitled to an Acquisition Award of 5% of the Acquisition Value; |
| ● | Acquisition Value over $5,000,000 to $10,000,000 – GB
Capital is entitled to an Acquisition Award of 6% of the Acquisition Value; |
| ● | Acquisition Value over $10,000,000 to $20,000,000 –
GB Capital is entitled to an Acquisition Award of 7% of the Acquisition Value; and |
| ● | Acquisition Value over $20,000,000 – GB Capital is entitled
to an Acquisition Award of 8% of the Acquisition Value. |
In addition to the determinations of Acquisition
Value set forth in Item 1.01(b)(1) of this Form 8-K, the Compensation Committee may, in its sole discretion, determine to award GB Capital
an additional 1% of the applicable percentage of the Acquisition Value if: (i) the Board and/or Compensation Committee projects the applicable
acquisition to be earnings before interest, tax, depreciation, and amortization (EBITDA) or net income accretive within twelve (12) months
of closing or (b) the Compensation Committee deems the applicable acquisition as an advancement to the Company’s long-term growth
objectives, competitive positioning, and/or operational capabilities.
If GB Capital elects to receive its Acquisition
Award in the form of RSUs or restricted stock, the RSU Award Amount or restricted stock granted shall equal (x) the dollar value of the
Acquisition Award divided by (y) the trailing five (5) day volume-weighted average price (VWAP) of the Company’s common stock ending
on the trading day prior to the acquisition closing date (such RSU Award Amount rounded down to the nearest whole share). The RSUs or
restricted stock granted to GB Capital will be fully vested and shall not be subject to any further service or performance conditions.
Acquisition Awards may, at the Board’s discretion
and in compliance with applicable law, be issued directly to GB Capital or any other designated entity of GB Capital. All such Acquisition
Awards shall be subject to applicable securities laws and the terms of the Company’s then-effective equity incentive plan or other
applicable grant policy.
2.
Name Change
Amendment No. 3 to the Second Amended GB Capital
Consulting Agreement also provided for the name change of the Second Amended GB Capital Consulting Agreement, going forward, to “Consulting
and Services Agreement for Non-Employee Chief Executive Officer.”
The foregoing summaries
of Amendment No. 3 to Second Amended Northstrive Consulting Agreement and Amendment No. 3 to Second Amended GB Capital Consulting Agreement
do not purport to be complete and are subject to and are qualified in their entirety by copies of Amendment No. 3 to Second Amended Northstrive
Consulting Agreement and Amendment No. 3 to Second Amended GB Capital Consulting Agreement, filed to this Form 8-K as Exhibits 10.1 and
10.2, respectively, which are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 10.1 |
|
Amendment No. 3 to the Second Amended and Restated Consulting Agreement for Non-Executive Chairman between the Company and Northstrive Companies Inc. dated August 12, 2025. |
| |
|
|
| 10.2 |
|
Amendment No. 3 to the Second Amended and Restated Consulting Agreement for Non-Employee Chief Executive Officer between the Company and GB Capital Ltd dated August 12, 2025. |
| |
|
|
| 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: August
18, 2025
| PMGC Holdings, Inc. |
|
| |
|
|
| By: |
/s/ Graydon Bensler |
|
| Name: |
Graydon Bensler |
|
| Title: |
Chief Executive Officer, Chief Financial Officer, and Director |
|
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