PMGC investor updates 7.4% stake disclosure

Braeden Lichti and Northstrive Companies Inc. amend their ownership disclosure for PMGC Holdings Inc. They report beneficial ownership of 450,313 shares of Common Stock, representing 7.40% of the class, based on 5,631,282 shares outstanding on June 1, 2026.

Rhea-AI Filing Summary

Braeden Lichti and Northstrive Companies Inc. amend their ownership disclosure for PMGC Holdings Inc. They report beneficial ownership of 450,313 shares of Common Stock, representing 7.40% of the class, based on 5,631,282 shares outstanding on June 1, 2026.

The stake includes 32 shares of Common Stock held by Northstrive, 2 shares underlying options previously granted to Mr. Lichti and held by Northstrive, 2 shares underlying warrants held by BWL Investments Ltd., and 450,277 shares underlying options granted to Northstrive on June 1, 2026 as partial consideration for consulting services under the issuer’s 2025 Equity Incentive Plan.

The amendment also reflects that prior holdings were reassigned from other entities to Northstrive and adjusted for multiple reverse stock splits. Both reporting persons disclose zero sole voting or dispositive power and shared power over the reported shares.

Key Figures

Beneficial ownership: 450,313 shares Ownership percentage: 7.40% Shares outstanding: 5,631,282 shares +4 more

7 metrics

Beneficial ownership 450,313 shares Common Stock of PMGC Holdings Inc. reported in Amendment No. 1

Ownership percentage 7.40% Percent of PMGC common stock class represented by 450,313 shares

Shares outstanding 5,631,282 shares Common Stock issued and outstanding on June 1, 2026

New options to Northstrive 450,277 shares Common Stock underlying options granted June 1, 2026

Northstrive common shares 32 shares Common Stock held by Northstrive Companies Inc.

Option shares from prior grant 2 shares Common Stock underlying options previously granted to Mr. Lichti, held by Northstrive

Warrant shares 2 shares Common Stock underlying warrants held by BWL Investments Ltd.

Key Terms

beneficially owned, reverse stock splits, Sole Voting Power, Shared Dispositive Power, +2 more

6 terms

beneficially owned financial

"Aggregate amount beneficially owned by each reporting person 450,313.00"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

reverse stock splits financial

"The Issuer underwent multiple reverse stock splits since the filing of the"

A reverse stock split is when a company combines multiple existing shares into fewer higher-priced shares—like trading four small slices of a pie for one larger slice. It doesn’t change the overall value of an investor’s holdings immediately, but it raises the per-share price and can matter to investors because it can affect market perception, stock exchange listing eligibility, and trading liquidity, and it changes share counts used in investor metrics.

Sole Voting Power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: | 7 | Sole Voting Power 0.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

Shared Dispositive Power financial

"10 | Shared Dispositive Power 450,313.00"

Equity Incentive Plan financial

"pursuant to the Issuer's 2025 Equity Incentive Plan, as amended"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

consultant services financial

"partial consideration for consultant services provided to the Issuer through Northstrive Companies Inc."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What percentage of PMGC Holdings (ELAB) does Braeden Lichti now report owning?

Braeden Lichti and Northstrive Companies Inc. report beneficial ownership of 7.40% of PMGC Holdings’ common stock. This percentage is based on 5,631,282 shares outstanding as of June 1, 2026, and includes both actual shares and option- and warrant-based holdings.

How many PMGC Holdings (ELAB) shares does the amended Schedule 13D/A cover?

The amendment reports beneficial ownership of 450,313 shares of PMGC Holdings common stock. This total combines directly held shares, options and warrants across entities associated with Braeden Lichti, including Northstrive Companies Inc. and BWL Investments Ltd., as described in the filing.

What portion of Braeden Lichti’s PMGC (ELAB) position comes from options and warrants?

The filing shows that 450,281 of the 450,313 beneficially owned shares are linked to derivative securities. These include 450,277 option shares granted to Northstrive on June 1, 2026, plus small amounts from previously granted options and warrants held by related entities.

Why did PMGC Holdings (ELAB) and Braeden Lichti file this Schedule 13D/A amendment?

The amendment updates ownership structure and share counts for Braeden Lichti and Northstrive Companies Inc. It reflects assignments of shares to Northstrive, the impact of multiple reverse stock splits, and new options granted on June 1, 2026 for consulting services.

What consulting-related compensation is disclosed for Northstrive in PMGC (ELAB)?

Northstrive Companies Inc. received options over 450,277 PMGC shares on June 1, 2026 as partial consideration for consulting services. These options were granted under PMGC’s 2025 Equity Incentive Plan and form the bulk of the beneficial ownership reported in the amendment.

Does Braeden Lichti have sole voting control over his PMGC (ELAB) stake?

The filing states that Braeden Lichti has 0 shares with sole voting or dispositive power. All 450,281 shares are held with shared voting and dispositive power, primarily through Northstrive Companies Inc. and related entities holding options, warrants, and common shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/03/2026 - 04:01 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

PMGC Holdings Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

73017P508

(CUSIP Number)

Ross. D. Carmel, Esq.
1185 Avenue of the Americas, 26th Floor,
New York, NY, 10036
(212) 930-9700

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/01/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 73017P508

1

Name of reporting person

Braeden Lichti

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CANADA (FEDERAL LEVEL)

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 450,313.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 450,313.00

11

Aggregate amount beneficially owned by each reporting person

450,313.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.40 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Row 4: Mr. Lichti used personal funds for consideration of common stock previously reported in the Schedule 13D. The Issuer underwent multiple reverse stock splits since the filing of the Schedule 13D, and the beneficially owned amounts of shares reported in this Amendment No. 2 reflect amounts on a post-split basis. The options granted to Northstrive Companies Inc., an entity wholly owned by Mr. Lichti, on June 1, 2026 were partial consideration for consultant services provided to the Issuer through Northstrive Companies Inc. Such options are reported in Mr. Lichti's Form 4 filed with the SEC on June 2, 2026. Rows 8, 10, and 11: Includes (i) 2 shares of common stock, par value $0.0001 per share ("Common Stock") underlying options previously granted to Mr. Lichti, held by Northstrive Companies Inc., a company wholly owned by Mr. Lichti, (ii) 2 shares of Common Stock underlying warrants previously issued to Mr. Lichti and held by BWL Investments Ltd, an entity owned by Mr. Lichti, (iii) 32 shares of Common Stock held by Northstrive Companies Inc., and (iv) 450,277 shares of Common Stock underlying options granted to Northstrive Companies Inc. on June 1, 2026. Row 13: Calculated based on 5,631,282 shares of Common Stock of the Issuer issued and outstanding on June 1, 2026.

SCHEDULE 13D

CUSIP Number(s): 73017P508

1

Name of reporting person

Northstrive Companies Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CALIFORNIA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 450,311.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 450,311.00

11

Aggregate amount beneficially owned by each reporting person

450,311.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.40 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Braeden Lichti is, as of the date of this Schedule 13D, the Chief Executive Officer and sole owner of Northstrive Companies Inc. Row 4: Mr. Lichti used personal funds for consideration of Common Stock previously reported in the Schedule 13D, which Common Stock were previously held by other entities of Mr. Lichti, and were later assigned to Northstrive Companies Inc. The Issuer underwent multiple reverse stock splits since the filing of the Schedule 13D, and the beneficially owned amounts of shares reported in this Amendment No. 2 reflect amounts on a post-split basis. The options granted to Northstrive Companies Inc. on June 1, 2026 were partial consideration for consultant services provided to the Issuer through Northstrive Companies Inc. Such options are reported in Mr. Lichti's Form 4 filed with the SEC on June 2, 2026. Rows 8, 10, and 11: Includes (i) 2 shares of Common Stock underlying options previously granted to Mr. Lichti, held by Northstrive Companies Inc., a company wholly owned by Mr. Lichti, (ii) 2 shares of Common Stock underlying warrants previously issued to Mr. Lichti and held by BWL Investments Ltd, an entity owned by Mr. Lichti, (iii) (iii) 32 shares of Common Stock held by Northstrive Companies Inc., and (iv) 450,277 shares of Common Stock underlying options granted to Northstrive Companies Inc. on June 1, 2026. Row 13: Calculated based on 5,631,282 shares of Common Stock of the Issuer issued and outstanding on June 1, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.0001 par value per share
(b)	Name of Issuer: PMGC Holdings Inc.
(c)	Address of Issuer's Principal Executive Offices: 120 Newport Center Drive, Newport Beach, CALIFORNIA , 92660.
Item 1 Comment: This Amendment No. 1 relates to the Common Stock of the Issuer and amends the Schedule 13D. The principal executive offices of the Issuer are located at 120 Newport Center Drive, Newport Beach, CA 92660.
Item 2.	Identity and Background
(a)	This Amendment No. 1 is filed jointly by Braeden Lichti and Northstrive Companies Inc. Mr. Lichti is the Chief Executive Officer and sole owner of Northstrive Companies Inc.
(b)	The address of each of the Reporting Persons is 120 Newport Center Drive, Newport Beach, CA 92660.
(c)	Northstrive Companies Inc. is principally engaged in the business of investment management and advisory services. Mr. Lichti is principally engaged as the Chief Executive Officer of Northstrive Companies Inc.
(d)	Mr. Lichti has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors).
(e)	None of the Reporting Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.
(f)	Northstrive Companies Inc. is a California corporation. Mr. Lichti is a citizen of Canada.
Item 3.	Source and Amount of Funds or Other Consideration
	Mr. Lichti used personal funds for consideration of Common Stock previously reported in the Schedule 13D, which Common Stock were previously held by other entities of Mr. Lichti, and were later assigned to Northstrive Companies Inc. The options granted to Northstrive Companies Inc. on June 1, 2026 were partial consideration for consultant services provided to the Issuer through Northstrive Companies Inc. Such options are reported in Mr. Lichti's Form 4 filed with the SEC on June 2, 2026.
Item 4.	Purpose of Transaction
	Since the filing of the Reporting Persons' Schedule 13D with the SEC on March 28, 2025, the Common Stock reported therein were assigned from Mr. Lichti's entities to Northstrive Companies Inc. The Issuer underwent multiple reverse stock splits since the filing of the Schedule 13D, and the beneficially owned amounts of Common Stock reported in this Amendment No. 1 reflects shares on a post-split basis. On June 1, 2026 the Issuer granted to Northstrive Companies options reported herein, pursuant to the Issuer's 2025 Equity Incentive Plan, as amended, and as parital consideration for consultant services provided to the Issuer through Northstrive Companies Inc.
Item 5.	Interest in Securities of the Issuer
(a)	See the information contained on the cover page of this Amendment No. 1, which is incorporated herein by reference.
(b)	Sole power to vote or to direct the vote: Braeden Lichti: 0 shares Northstrive Companies Inc.: 0 shares Shared power to vote or to direct the vote: Braeden Lichti: 450,281 shares Northstrive Companies Inc.: 450,279 shares Sole power to dispose or to direct the disposition of: Braeden Lichti: 0 shares Northstrive Companies Inc.: 0 shares Shared power to dispose or to direct the disposition: Braeden Lichti: 450,281 shares Northstrive Companies Inc.: 450,279 shares
(c)	The information set forth in Item 3 above is incorporated herein by reference.
(d)	Not applicable.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information in Items 3 and 4 is incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	Joint Filing Agreement between Braeden Lichti and Northstrive Companies Inc., filed herein as Exhibit A.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Braeden Lichti

Signature:	/s/ Braeden Lichti
Name/Title:	Braeden Lichti
Date:	06/03/2026

Northstrive Companies Inc.

Signature:	/s/ Braeden Lichti
Name/Title:	Braeden Lichti/Chief Executive Officer
Date:	06/03/2026