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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 16, 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. 1 to the Secondment Agreement
with GB Capital Ltd.
On October 16, 2025, PMGC Holdings Inc., a Nevada
corporation (the “Company”), entered into Amendment No. 1 to the Secondment Agreement (“Amendment No. 1 to the GB Capital
Secondment Agreement”) with GB Capital Ltd, a British Columbia, Canada corporation (“GB Capital”), an entity wholly
owned by the Company’s Non-Employee Chief Executive Officer and Chief Financial Officer, Graydon Bensler.
Amendment No. 1 to the GB Capital Secondment Agreement
amends the Secondment Agreement between the Company and GB Capital dated July 25, 2025 (the “GB Capital Secondment Agreement”)
as follows:
a. The effective date of the GB Capital Secondment
Agreement was amended to October 16, 2025.
b. Section 4 of the GB Capital Secondment Agreement
was amended and supplemented to state that the seconded employees of GB Capital (“GB Capital Seconded Employees”) are classified
as exempt under applicable law and will be paid on a salary basis, while non-exempt GB Capital Seconded Employees will be paid hourly,
with overtime in accordance with law. Amendment No. 1 to the GB Capital Secondment Agreement also added terms to Section 4 providing for:
GB Capital Seconded Employees’s eligibility to participate in the Company’s group health plans on the same terms as similarly
situated employees; and GB Capital’s proposal of milestone-driven bonuses or incentive payments for GB Capital Seconded Employees,
subject to the Company’s prior written approval.
c. Terms were added to Section 5 providing for:
(i) the Company’s reimbursement to GB Capital for all costs and expenses associated with any GB Capital Seconded Employee’s
use of a company car in the course of providing services to the Company: (ii) the Company’s reimbursement to GB Capital for reasonable
costs and expenses incurred in providing office space for GB Capital Seconded Employees during the secondment period, including rent,
utilities, and related overhead, to the extent such office space is used for the performance of services for the Company; (iii) the Company’s
provision of a mobile phone and/or reimbursement for certain costs associated with the phone if in performing the secondment, a mobile
phone and/or associated service plan is reasonably required; and (iv) the Company’s reimbursement to GB Capital for fees actually
incurred in connection with the hiring and onboarding of GB Capital Seconded Employees.
d. Amendment No. 1 to the GB Capital Secondment
Agreement replaced Exhibit A of the GB Capital Secondment Agreement with a new Exhibit A setting forth (i) approved GB Capital Seconded
Employees; and (ii) the Company’s payment of a fee equal to 30% of aggregate employment costs for all of the GB Capital Seconded
Employees. Any additions of employees beyond those set forth in Exhibit A requires prior review and approval by the Company’s Board
of Directors (“Board”).
Except as expressly amended by Amendment No. 1
to the GB Capital Secondment Agreement, all other terms and conditions of the GB Capital Secondment Agreement remain unchanged and in
full force and effect. The foregoing summary of Amendment No. 1 to the GB Capital Secondment Agreement does not purport to be complete
and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current
Report on Form 8-K (“Form 8-K”) and incorporated herein by reference.
(b) Amendment No. 1 to the Secondment Agreement
with Northstrive Companies Inc.
On October 16, 2025,
the Company entered into Amendment No. 1 to the Secondment Agreement (“Amendment No. 1 to the Northstrive Secondment Agreement”)
with Northstrive Companies Inc., a California corporation (“Northstrive”), an entity wholly owned by the Company’s Non-Employee,
Non-Executive Chairman, Braeden Lichti.
Amendment No. 1 to the Northstrive Secondment
Agreement amends the Secondment Agreement between the Company and Northstrive dated May 7, 2025 (the “Northstrive Secondment Agreement”)
as follows:
a. The effective date of
the Northstrive Secondment Agreement was amended to October 16, 2025.
b. Section 4 of the
Northstrive Secondment Agreement was amended and supplemented to state that the seconded employees of Northstrive
(“Northstrive Seconded Employees”) are classified as exempt under applicable law and will be paid on a salary basis,
while non-exempt Northstrive Seconded Employees will be paid hourly, with overtime in accordance with law. Amendment No. 1 to the
Northstrive Secondment Agreement also added terms to Section 4 providing for: Northstrive Seconded Employees’ eligibility to
participate in the Company’s group health plans on the same terms as similarly situated employees; and Northstrive’s
proposal of milestone-driven bonuses or incentive payments for Northstrive Seconded Employees, subject to the Company’s prior
written approval.
c. Terms were added to
Section 5 providing for: (i) the Company’s reimbursement to Northstrive for all costs and expenses associated with any
Northstrive Seconded Employee’s use of a company car in the course of providing services to the Company: (ii) the
Company’s reimbursement to Northstrive for reasonable costs and expenses incurred in providing office space for Northstrive
Seconded Employees during the secondment period, including rent, utilities, and related overhead, to the extent such office space is
used for the performance of services for the Company; (iii) the Company’s provision of a mobile phone and/or reimbursement for
certain costs associated with the phone if in performing the secondment, a mobile phone and/or associated service plan is reasonably
required; and (iv) the Company’s reimbursement to Northstrive for fees actually incurred in connection with the hiring and
onboarding of Northstrive Seconded Employees.
d.
Amendment No. 1 to the Northstrive Secondment Agreement replaced Exhibit A of the Northstrive Secondment Agreement with a new
Exhibit A setting forth (i) approved Northstrive Seconded Employees; and (ii) the Company’s payment of a fee equal to 30% of
aggregate employment costs for all of the Northstrive Seconded Employees. Any additions of employees beyond those set forth in
Exhibit A requires prior review and approval by the Company’s Board.
Except as expressly amended
by Amendment No. 1 to the Northstrive Secondment Agreement, all other terms and conditions of the Northstrive Secondment Agreement remain
unchanged and in full force and effect. The foregoing summary of Amendment No. 1 to the Northstrive Secondment Agreement does not purport
to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.2
to this Form 8-K and incorporated herein by reference.
(c) Amendment No.
4 to the Consulting and Services Agreement for Non-Employee Chief Executive Officer with GB Capital Ltd
On October 16, 2025,
the Company entered into Amendment No. 4 to the Consulting and Services Agreement for Non-Employee Chief Executive Officer (“Amendment
No. 4 to the GB Capital Consulting Agreement”) with GB Capital.
Amendment No. 4 to the
Consulting and Services Agreement for Non-Employee Chief Executive Officer between the Company and GB Capital (the “GB Capital Consulting
Agreement”) modified the terms of the GB Capital Consulting Agreement as follows:
a. Add
terms to Section 3 to provide for a monthly housing reimbursement of $8,000 to GB Capital solely for the purpose of facilitating its
performance of services in Newport Beach, California.
b.
Amend and restate Section 5’s provisions regarding GB Capital’s independent contractor relationship with the Company;
c.
Amend and restate Section 6’s provisions regarding GB Capital’s determination of the method, detail, and means of
performing its services, subject to the results required by the Company set forth in the GB Capital Consulting Agreement and
applicable Statements of Work, if any;
d.
Amend and restate subsection 6(b)’s provisions regarding GB Capital’s ineligibility for the Company’s employee
benefits;
e.
Amend and restate subsection 6(c)’s provisions regarding GB Capital’s tax responsibilities for compensation paid under
the GB Capital Consulting Agreement;
f.
Add subsection 6(d) to provide for GB Capital’s express authorization to enter into contracts and make commitments on behalf
of the Company, subject to any limitations or approval requirements established by the Board or as otherwise provided in writing by
the Company;
g.
Add subsection 6(e) to provide for GB Capital’s non-exclusive engagement as consultant under the GB Capital Consulting Agreement
and permit GB Capital’s to provide services to other clients and other clients and to engage in other business activities; and
h.
Add subsection 6(f) to state that the GB Capital Consulting Agreement does not create an employment, agency, partnership, fiduciary,
or joint venture relationship between the Parties.
Additionally, Amendment No. 4 to the GB Capital Consulting Agreement replaces all references to “severance payment”, “Severance
Payment”, and “Severance Event”) in the GB Capital Consulting Agreement with “termination payment,” “Termination
Payment,” and “Termination Event,” respectively, on a nomenclature basis without changing the parties’ substantive
rights or obligations.
Except as expressly amended
in Amendment No. 4 to the GB Capital Consulting Agreement, the GB Capital Consulting Agreement remains in full force and effect. The foregoing
summary does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 4 to the GB Capital
Consulting Agreement, a copy of which is filed as Exhibit 10.3 to this Form 8-K and is incorporated herein by reference.
(c) Amendment No.
4 to the Consulting and Services Agreement for Non-Employee, Non-Executive Chairman between the Company and Northstrive Companies Inc.
On October 16, 2025,
the Company entered into Amendment No. 4 to the Consulting and Services Agreement for Non-Employee, Non-Executive Chairman (“Amendment
No. 4 to the Northstrive Consulting Agreement”) with Northstrive.
Amendment No. 4 to the
Northstrive Consulting Agreement modified the terms of the Consulting and Services Agreement for Non-Employee, Non-Executive Chairman
between the Company and Northstrive dated October 25, 2024 as follows:
a.
Amend subsection 1(a) to state that NorthStrive’s the “Non-Executive Chairman” title is for consulting purposes
only and does not confer officer, employee, or director status on Northstrive.
b.
Replace all references to “Severance Payment” and “Severance Event” in Section 4 to “Termination
Payment” and “Termination Event.”
c.
Amend Section 4 to: (i) additionally provide that Northstrive is entitled to payment for all services performed and approved expenses
incurred up to the effective date of termination of the Northstrive Consulting Agreement, (ii) remove any references in Section 4 to
the requirement that Northstrive execute a separation agreement and release of claims as a condition to payment, and (iii) remove any
language stating the Northstrive’s unvested options will not accelerate on termination not for Cause.
d.
Amend Section 6 to state that Northstrive shall determine the method, details, and means of performing its services, subject only
to the results required by the Company.
e.
Amend and restate subsection 6(a) to provide that Northstrive is expressly authorized to enter into contracts and make commitments
on behalf of the Company, subject to any limitations or approval requirements established by the Board or as otherwise provided in writing
by the Company.
f.
Amend and restate subsection 6(b)’s provisions regarding Northstrive’s ineligibility for the Company’s employee
benefits;
g.
Amend and restate subsection 6(c)’s provisions regarding Northstrive’s tax responsibilities for compensation paid under
the Northstrive Consulting Agreement;
h. Amend Section 7 to state that Northstrive retains the right to provide services to others, subject to applicable noncompete/conflict
provisions in the Northstrive Consulting Agreement; and
i.
Add a new subsection 10(a) to emphasize that Northsrive does not have an employment relationship, partnership, joint venture,
fiduciary, or agency relationship with the Company under the Northstrive Consulting Agreement.
Capitalized terms used
in Item 1.01(c) of this Form 8-K but not otherwise defined have the meanings set forth in Amendment No. 4 to the Northstrive Consulting
Agreement.
Except as expressly amended
in Amendment No. 4 to the Northstrive Consulting Agreement, the Northstrive Consulting Agreement remains in full force and effect. The
foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 4 to
the Northstrive Consulting Agreement, a copy of which is filed as Exhibit 10.4 to this Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 10.1+ |
|
Amendment No. 1 to the Secondment Agreement between the Company and GB Capital Ltd, dated October 16, 2025. |
| 10.2+ |
|
Amendment No. 1 to the Secondment Agreement between the Company and Northstrive Companies Inc., dated October 16, 2025. |
| 10.3 |
|
Amendment No.4 to the Consulting and Services Agreement for Non-Employee Chief Executive Officer between the Company and GB Capital Ltd. |
| 10.4 |
|
Amendment No. 4 to the Consulting and Services Agreement for
Non-Employee, Non-Executive Chairman with NorthStrive Companies Inc. |
| 104 |
|
Cover Page Interactive Data File (formatted in Inline XBRL). |
| + | Portions of this exhibit have been redacted |
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
21, 2025
| PMGC Holdings, Inc. |
|
| |
|
|
| By: |
/s/ Graydon Bensler |
|
| Name: |
Graydon Bensler |
|
| Title: |
Chief Executive Officer,
Chief Financial Officer, and Director |
|
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