PMGC Holdings (NASDAQ: ELAB) secures $3M prepaid share funding deal

Rhea-AI Filing Summary

PMGC Holdings Inc. entered into and closed a second secured pre-paid share purchase with an institutional investor on January 7, 2026. The Second Pre-Paid Purchase has an original principal amount of $3,278,700, including an original issue discount of $278,700, for an initial purchase price to the company of $3,000,000. After paying a placement fee to Univest Securities, LLC and legal expenses, PMGC received net cash proceeds of $2,732,704, with a stated maturity date of January 7, 2029.

The investor can require PMGC to issue shares at a price equal to 88% of the lowest VWAP over the prior 10 trading days, subject to a cash election if the price falls below $1.124. Issuances are capped so the investor and its affiliates cannot own more than 9.99% of outstanding common stock at any time. PMGC may prepay portions of the outstanding balance at 120% of the amount prepaid, and specified default events trigger immediate cash payment of the outstanding balance plus a 15% increase and default interest of up to 18% per year.

Insights

Capital structure and credit analyst

PMGC raises $3M via discounted, secured equity-linked funding with strict default terms.

PMGC Holdings has obtained a $3,000,000 pre-paid purchase from an investor, backed by an original principal of $3,278,700 and a $278,700 original issue discount. Net cash received of $2,732,704 strengthens liquidity but reflects meaningful transaction costs and a premium embedded in the structure, with the principal due by January 7, 2029.

The investor can draw down shares over time at 88% of the lowest VWAP over the prior 10 trading days, introducing potential share issuance at a discount to market. A 9.99% beneficial ownership cap limits how many shares can be held at once, which may spread issuance over time rather than concentrating it immediately.

PMGC can prepay portions of the outstanding balance at 120% of the prepaid amount, making early repayment relatively expensive. Defined Events of Default allow the investor to accelerate the balance, increase it by 15%, and charge up to 18% annual interest, so the longer-term impact will depend on the company’s ability to avoid default triggers and manage the timing and form of settlement.

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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): January 7, 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, 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.

On January 7, 2026, the Company and an investor (“Investor”) entered into and consummated Secured Pre-Paid Purchase # 2 (the “Second Pre-Paid Purchase”) under the previously disclosed equity purchase facility in the Company’s Current Report on Form 8-K filed with the U.S. Securities Exchange Commission on September 29, 2025, established pursuant to that certain Securities Purchase Agreement between the Company and the Investor dated September 23, 2025 (“Purchase Agreement”). The Second Pre-Paid Purchase has an original principal amount of $3,278,700 and an original issue discount (“OID”) of $278,700.00. The initial purchase price payable to the Company on January 7, 2026 (such date, as used in the context of describing the Second Pre-Paid Purchase, “Second Pre-Paid Purchase Closing Date”) was $3,000,000 (“Second Pre-Paid Purchase Price”), computed as follows: $3,278,700 initial principal balance, less the OID. The maturity date of the Second Pre-Paid Purchase is January 7, 2029. The Company obtained net proceeds of $2,732,704 after the deduction of the cash fee payable to Univest Securities, LLC, its placement agent, and legal fees.

Subject to the terms and conditions of the Second Pre-Paid Purchase, at any time following January 7, 2026, the Investor may, by providing written notice to Company, require Company to issue and sell Second Pre-Paid Purchase Shares to the Investor, such Second Pre-Paid Purchase Shares at the price equal to 88.00% multiplied by the lowest VWAP during the ten (10) Trading Day period preceding the applicable measurement date (such price, the “Second Pre-Paid Purchase Share Purchase Price”). The Second Pre-Paid Purchase Amount shall not exceed the Outstanding Balance (as defined in the Second Pre-Paid Purchase). In addition, if the Second Pre-Paid Purchase Share Purchase Price is below $1.124, the Investor may elect to have the portion of the applicable Purchase Amount that is less than $1.124 be paid in cash rather than shares purchased pursuant to the Second Pre-Paid Purchase (“Second Pre-Paid Purchase Shares”). The Company may not effect any issuance of Second Pre-Paid Purchase Shares pursuant to the Second Pre-Paid Purchase to the extent that after giving effect to such issuance, the issuance would cause the Investor (together with its affiliates) to beneficially own a number of shares of Common Stock exceeding 9.99% of the number of shares of Common Stock outstanding on such date (the “Maximum Percentage”). The Maximum Percentage is enforceable, unconditional, and non-waivable and shall apply to all affiliates and assigns of the Investor.

Upon ten (10) Trading Days’ prior written notice, the Company may prepay all or any portion of the Outstanding Balance, subject to certain conditions set forth in the Second Pre-Paid Purchase. If the Company exercises its right to prepay the Second Pre-Paid Purchase, the Company shall make payment to the Investor of an amount in cash equal to 120% multiplied by the portion of the outstanding balance of the Second Pre-Paid Purchase the Company elects to prepay.

Upon an Event of Default (as defined below), the Investor may accelerate the Second Pre-Paid Purchase by written notice to Company, with the outstanding balance on the Second Pre-Paid Purchase becoming immediately due and payable in cash. Notwithstanding the foregoing, upon the occurrence of any Event of Default described in clauses (b) – (f) of the definition of Event of Default set forth below, an Event of Default will be deemed to have occurred and the outstanding balance as of the date of the occurrence of such Event of Default will become immediately and automatically due and payable in cash. At any time following the occurrence of any Event of Default, upon written notice given by the Investor to Company, the outstanding balance will automatically increase by fifteen percent (15.00%) and interest shall accrue on the outstanding balance beginning on the date the applicable Event of Default occurred at an interest rate equal to the lesser of eighteen percent (18.00%) per annum or the maximum rate permitted under applicable law.

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“Event of Default” means any of the following events: (a) the Company fails to pay any principal, interest, fees, charges, or any other amount when due and payable under the applicable Pre-Paid Purchase; (b) a receiver, trustee or other similar official shall be appointed over Company or a material part of its assets and such appointment shall remain uncontested for twenty (20) days or shall not be dismissed or discharged within sixty (60) days; (c) the Company becomes insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; (d) the Company makes a general assignment for the benefit of creditors; (e) the Company files a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); (f) an involuntary bankruptcy proceeding is commenced or filed against the Company; (g) the Company fails to observe or perform any covenant set forth in Section 4 or Section 5 of the Purchase Agreement; (h) the occurrence of a Fundamental Transaction (as defined in the Second Pre-Paid Purchase) without the Investor’s prior written consent; provided that, notwithstanding anything to the contrary to the other Transaction Documents, any transaction involving the acquisition, merger, or otherwise of any business by the Company or any of its subsidiaries shall not be deemed a Fundamental Transaction, unless such transaction results in a Change of Control (as defined in the Second Pre-Paid Purchase); (i) Company fails to timely establish and maintain the Share (j) Company fails to deliver any Purchase Shares in accordance with the terms provided in the Second Pre-Paid Purchase, that there shall be no breach in the event such failure is solely attributable to the Company’s transfer agent, so long as (1) the failure is cured and the required delivery is completed within ten (10) Trading Days after the applicable deadline, and (2) the total number of such transfer agent-related failures does not exceed three (3) in the aggregate during the term of the Transaction Documents; (k) any money judgment, writ or similar process is entered or filed against the Company or any subsidiary of the Company or any of its property or other assets for more than $1,000,000.00, and shall remain unvacated, unbonded or unstayed for a period of twenty (20) calendar days unless otherwise consented to by the Investor; (l) the Company fails to be DWAC Eligible; (m) the Company or any subsidiary of Company, breaches any covenant or other term or condition contained in any Other Agreement (as defined in the Second Pre-Paid Purchase) in any material respect; (n) the Company defaults or otherwise fails to observe or perform any covenant, obligation, condition or agreement of the Company contained in the Second Pre-Paid Purchase or in any other Transaction Document in any material respect, other than those specifically set forth in Section 4.1 of the Second Pre-Paid Purchase or Section 4 or Section 5 of the Purchase Agreement; (o) any representation, warranty or other statement made or furnished by or on behalf of Company to the Investor in the Second Pre-Paid Purchase or in any Transaction Document in connection with the issuance of the Initial Pre-Paid Purchase is false, incorrect or incomplete, or, in light of the circumstances under which such representation, warranty, or other statement (as applicable) was made, misleading in any material respect when made or furnished; (p) at any time during the period beginning on the effective date of the Registration Statement and ending on the six (6) month anniversary of the Purchase Price Date, the Registration Statement is suspended, halted, declared ineffective or otherwise unavailable for the Purchase Shares to be sold for a period of more than thirty (30) days; and (q) the Company or any subsidiary of the Company, breaches any material covenant or other material term or condition contained in any Other Agreements. Capitalized used herein but not otherwise defined have the terms set forth in the Second Pre-Paid Purchase.

A form of the Second Pre-Paid Purchase is filed with this Current Report on Form 8-K as Exhibit 10.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Form of Pre-Paid Purchase # 2
104		Cover Page Interactive Data File (formatted in Inline XBRL).

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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: January 12, 2026

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

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FAQ

What financing agreement did PMGC Holdings (ELAB) enter on January 7, 2026?

PMGC Holdings entered into and consummated a Second Secured Pre-Paid Purchase with an investor under a previously established equity purchase facility, documented by a Securities Purchase Agreement dated September 23, 2025.

How much cash did PMGC Holdings (ELAB) receive from the Second Pre-Paid Purchase?

The transaction carried an original principal of $3,278,700 with a $278,700 original issue discount, resulting in an initial purchase price of $3,000,000. After placement fees and legal costs, the company received net proceeds of $2,732,704.

How are the share purchase price and discount calculated for the PMGC Holdings Second Pre-Paid Purchase?

Whenever the investor requires issuance of shares, the share price is set at 88% of the lowest VWAP during the ten trading days before the measurement date. If this calculated price is below $1.124, the investor may choose to have the portion below $1.124 paid in cash instead of receiving additional shares.

Is there a limit on how much of PMGC Holdings’ stock the investor can own under this agreement?

Yes. The agreement includes a 9.99% beneficial ownership limitation. PMGC may not issue shares under the Second Pre-Paid Purchase if doing so would cause the investor and its affiliates to own more than 9.99% of the company’s outstanding common stock at that time.

When does the Second Pre-Paid Purchase for PMGC Holdings mature and can the company prepay it?

The Second Pre-Paid Purchase has a maturity date of January 7, 2029. PMGC may prepay all or part of the outstanding balance with ten trading days’ prior written notice, paying 120% of the portion of the outstanding balance it elects to prepay.

What happens if an Event of Default occurs under the PMGC Holdings Second Pre-Paid Purchase?

If an Event of Default occurs, the investor can accelerate the Second Pre-Paid Purchase, making the outstanding balance immediately due in cash. After a default and notice, the outstanding balance increases by 15%, and interest accrues at up to 18% per year or the maximum rate allowed by law, based on the agreement’s terms.