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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):
April 28, 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 7.01 Regulation FD Disclosure.
On April 28, 2026, NorthStrive Biosciences Inc.,
a Delaware corporation and wholly owned subsidiary of PMGC Holdings Inc. (the “Company”) issued a press release, a copy of
which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished pursuant to this Item 7.01,
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, and shall not be deemed to be incorporated
by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release dated April 28, 2026. |
| 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: April
28, 2026
| PMGC Holdings, Inc. |
|
| |
|
|
| By: |
/s/ Graydon Bensler |
|
| Name: |
Graydon Bensler |
|
| Title: |
Chief Executive Officer |
|
2
Exhibit 99.1
NorthStrive Biosciences Files New U.S. Patent
Application for EL-22 Targeting Muscle Preservation in Humans
NEWPORT BEACH, Calif, April 28, 2026 (GLOBE NEWSWIRE)
-- NorthStrive Biosciences Inc. (“NorthStrive” or the “Company”), a wholly owned subsidiary of PMGC Holdings Inc.
(Nasdaq: ELAB) (“PMGC”), today announced the filing of a new U.S. patent application expanding its proprietary EL-22, a myostatin-engineered
probiotic technology, into human pharmaceutical applications.
The patent application (U.S. Application No. 19/655,160)
covers the development of a formulated pharmaceutical product utilizing EL-22 for use in human patients suffering from muscle loss. The
application includes protection for specific dosing regimens and formulations targeting a broad range of muscle-wasting conditions.
The proposed therapeutic use of EL-22 is intended
to address muscle loss associated with conditions such as sarcopenia, muscle disuse atrophy, and certain neurological disorders. This
filing expands NorthStrive’s intellectual property strategy, building on prior applications focused on muscle preservation and growth.
NorthStrive’s lead asset, EL-22, leverages
a myostatin engineered probiotic approach designed to support muscle preservation and growth, including in patients undergoing weight
loss treatments such as GLP-1 receptor agonists.
This newly filed patent application is intended
to strengthen NorthStrive’s expanding intellectual property portfolio and reflects the Company’s focus on muscle health therapeutics
across pharmaceutical and adjacent markets.
About NorthStrive Biosciences Inc.
NorthStrive
Biosciences Inc., a PMGC Holdings Inc. company, is a biopharmaceutical company focused on the development and acquisition of cutting-edge
therapeutic technologies. The Company is advancing a pipeline of assets targeting muscle preservation, metabolic health, and related
conditions.
About PMGC Holdings Inc.
PMGC Holdings
Inc. is a diversified holding company that manages and grows its portfolio through strategic acquisitions, investments, and development
across multiple industries. PMGC is focused on building long-term shareholder value through operational excellence and disciplined capital
allocation. For more information, please visit https://www.pmgcholdings.com.
Forward-Looking Statements
Statements contained in this press release regarding
matters that are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation
Reform Act of 1995, as amended. Words such as “believes,” “expects,” “plans,” “potential,”
“would” and “future” or similar expressions such as “look forward” are intended to identify forward-looking
statements. Forward-looking statements are made as of the date of this press release and are neither historical facts nor assurances of
future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business,
future plans and strategies, projections, anticipated events and trends, the economy, activities of regulators and future regulations
and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks
and changes in circumstances that are difficult to predict and many of which are outside of our control. Although PMGC believes that the
expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to
be correct, and PMGC cautions investors that actual results may differ materially from the anticipated results. Therefore, you should
not rely on any of these forward-looking statements. These and other risks are described more fully in PMGC’s filings with the United
States Securities and Exchange Commission (“SEC”), including the “Risk Factors” section of PMGC’s Annual
Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 30, 2026, and its other documents subsequently filed
with or furnished to the SEC. Investors and security holders are urged to read these documents free of charge on the SEC’s web site
at www.sec.gov. All forward-looking statements contained in this press release speak only as of the date on which they were made. Except
to the extent required by law, PMGC undertakes no obligation to update such statements to reflect events that occur or circumstances that
exist after the date on which they were made.
IR Contact:
IR@pmgcholdings.com