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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):
February 11, 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.) |
675 West Hastings Street, Suite 805
Vancouver, BC |
|
V6B1N2 |
| (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 February 11, 2026, 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 (“Form
8-K”).
The information furnished pursuant to this Item
7.01, including Exhibits 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 February 11, 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: February
11, 2026
| PMGC Holdings, Inc. |
|
| |
|
|
| By: |
/s/ Graydon Bensler |
|
| Name: |
Graydon Bensler |
|
| Title: |
Chief Executive Officer |
|
Exhibit 99.1
NorthStrive Biosciences Signs Definitive License Agreement for
Commercialization of EL-22 and EL-32, a Myostatin-Engineered Probiotic for Muscle Preservation in Animal Health
NEWPORT BEACH, Calif., Feb. 11, 2026 (GLOBE NEWSWIRE) -- Northstrive
Biosciences Inc. (“Northstrive”), a wholly owned subsidiary of PMGC Holdings Inc. (NASDAQ: ELAB) (the “Company,”
“PMGC,” “we,” or “our”), today announced that it has executed a definitive, exclusive license agreement
(“License Agreement”) with Modulant Biosciences LLC (“Modulant”), following the previously announced binding term
sheet dated May 12, 2025.
The License Agreement covers NorthStrive’s EL-22 and EL-32 assets
and, pursuant to its terms, grants Modulant an exclusive, royalty-bearing, sublicensable license to develop, manufacture, and commercialize
products derived from these technologies solely for non-human animal health applications, including use as a feed additive. This license
(“License”) applies on a worldwide basis, excluding the Republic of Korea. Modulant agreed to pay value to Northstrive in
exchange for the License granted under the License Agreement.
EL-22 and EL-32 are based on proprietary intellectual property targeting
myostatin and activin-A pathways, which are key biological regulators of muscle development, strength, and metabolic efficiency. These
pathways are increasingly viewed as important targets across a range of animal health and nutrition applications, including livestock
productivity, feed efficiency, and companion animal muscle health and aging.
The License Agreement encompasses issued patents, pending patent applications,
and associated proprietary know-how underlying the EL-22 and EL-32 programs. Under the terms of the License Agreement, Modulant is responsible
for all development, manufacturing, regulatory, and commercialization activities for licensed products within the animal health field,
using commercially reasonable efforts. The License Agreement expressly excludes any human pharmaceutical or clinical applications.
The License Agreement also provides for:
| ● | Certain
development, commercialization, and reporting obligations; |
| ● | Modulant’s
ability to grant sublicenses to the License, subject to the terms of the License Agreement; |
| ● | Northstrive
and Modulant’s shared ownership of improvements and newly created intellectual property related to licensed products; and |
| ● | Certain
ongoing regulatory compliance and abidance with quality standards customary in the animal health and feed additive industries. |
The collaboration represented by this License Agreement between Northstrive
and Modulant is intended to advance EL-22– and EL-32-derived products toward commercialization in the global animal health market,
which continues to grow alongside rising demand for improved animal performance, wellness, and longevity.
The execution of the License Agreement represents a key milestone for
NorthStrive, converting the previously announced term sheet into a fully executed definitive agreement that enables focused development
and commercialization activities for EL-22 and EL-32 within the animal health sector.
While the definitive licensing agreement provides a framework for the
development and commercialization of EL-22 and EL-32 for animal health applications, there can be no assurance that Modulant will be successful
in developing, obtaining any required regulatory approvals for, or commercializing products derived from these technologies, or that any
such products will achieve market acceptance.
About Northstrive Biosciences Inc.
Northstrive Biosciences Inc., a PMGC Holdings Inc. company, is a biopharmaceutical
company focusing on the development and acquisition of cutting-edge aesthetic medicines. Northstrive’s lead asset, EL-22, leverages
an engineered probiotic approach to address obesity’s pressing issue of preserving muscle while on weight loss treatments, including
GLP-1 receptor agonists. For more information, please visit www.northstrivebio.com.
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 various industries. We are committed to exploring
opportunities in multiple sectors to maximize growth and value. For more information, please visit https://www.pmgcholdings.com.
About Modulant Biosciences LLC
Modulant Biosciences is a biotechnology company specializing in veterinary
medicine innovation. Led by Dr. Tom Campi, Modulant is focused on developing novel drugs and biologics for livestock, companion, and aquatic
animals. Currently, Modulant’s synergistic pipeline includes first in class antivirals for livestock and companion animals and a
“One Drug for All Cancers” platform.
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 the Company 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 the Company 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 the Company’s Annual
Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 28, 2025, 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, the Company 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
