Investor reports 7.4% stake in PMGC Holdings

PMGC Holdings Inc. received a Schedule 13D from Graydon Bensler and his wholly owned entity GB Capital Ltd. reporting beneficial ownership of 450,287 shares of Common Stock, representing 7.40% of the class.

Rhea-AI Filing Summary

PMGC Holdings Inc. received a Schedule 13D from Graydon Bensler and his wholly owned entity GB Capital Ltd. reporting beneficial ownership of 450,287 shares of Common Stock, representing 7.40% of the class. This total includes shares underlying options granted to GB Capital Ltd. on June 1, 2026 as partial consideration for consulting services under the company’s 2025 Equity Incentive Plan. The percentage is based on 5,631,282 shares of Common Stock issued and outstanding as of June 1, 2026. Voting and dispositive power over these shares is shared between Mr. Bensler and GB Capital Ltd.

Key Figures

Beneficial ownership: 450,287 shares Ownership percentage: 7.40% Shares outstanding: 5,631,282 shares +3 more

6 metrics

Beneficial ownership 450,287 shares Total shares beneficially owned by Bensler and GB Capital Ltd.

Ownership percentage 7.40% Percent of PMGC Holdings Common Stock class represented

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

New option grant 450,277 shares Common Stock underlying options granted to GB Capital Ltd. on June 1, 2026

Previously granted options 2 shares Common Stock underlying earlier options held by GB Capital Ltd.

Common shares held 8 shares Shares of Common Stock directly held by GB Capital Ltd.

Key Terms

beneficially owned, reverse stock splits, 2025 Equity Incentive Plan, Schedule 13D, +1 more

5 terms

beneficially owned financial

"The Common Stock beneficially owned and reported in this reflects amounts on a post-split basis."

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 has undergone multiple reverse stock splits, and the Common Stock beneficially owned and reported..."

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.

2025 Equity Incentive Plan financial

"options reported herein, pursuant to the Issuer's 2025 Equity Incentive Plan, as amended..."

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13G to report the acquisition..."

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

working capital financial

"GB Capital Ltd. used working capital for consideration of Common Stock held prior to the issuance of option grants..."

Working capital is the money a business has available to cover its daily expenses, like paying bills and buying supplies. It’s like the cash in your wallet that helps you handle everyday costs; having enough ensures the business can operate smoothly without running into money shortages.

FAQ

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

What stake in PMGC Holdings Inc. (ELAB) does Graydon Bensler report?

Graydon Bensler and GB Capital Ltd. report beneficial ownership of 450,287 PMGC Holdings shares. This represents 7.40% of the company’s Common Stock, based on 5,631,282 shares outstanding as of June 1, 2026, including a large block of options.

How is the 7.40% beneficial ownership in PMGC Holdings (ELAB) calculated?

The 7.40% figure is based on 5,631,282 PMGC Holdings shares outstanding. Bensler and GB Capital Ltd. beneficially own 450,287 shares, including options, divided by total shares outstanding on June 1, 2026, giving the disclosed ownership percentage.

What securities make up the 450,287 shares reported in the PMGC Holdings Schedule 13D?

The 450,287 shares include both common stock and options. They comprise 2 shares underlying previously granted options, 8 shares of Common Stock held by GB Capital Ltd., and 450,277 shares underlying options granted to GB Capital Ltd. on June 1, 2026.

Why were options in PMGC Holdings (ELAB) granted to GB Capital Ltd. on June 1, 2026?

The options granted on June 1, 2026 were partial consideration for consulting services. GB Capital Ltd. received these option grants under PMGC Holdings’ 2025 Equity Incentive Plan as compensation for services provided to the issuer through GB Capital Ltd.

Who are the reporting persons in this PMGC Holdings (ELAB) Schedule 13D filing?

The Schedule 13D is filed jointly by Graydon Bensler and GB Capital Ltd. Bensler is the Director and sole owner of GB Capital Ltd., a British Columbia corporation engaged in investment management and advisory services, and both share voting and dispositive power over the reported securities.

Does the PMGC Holdings (ELAB) Schedule 13D mention any recent reverse stock splits?

The filing notes that PMGC Holdings has undergone multiple reverse stock splits. It explains that the Common Stock amounts beneficially owned and reported in the Schedule 13D are presented on a post-split basis to reflect these corporate actions accurately.

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

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

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

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

Graydon Bensler

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

CANADA (FEDERAL LEVEL)

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 450,287.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 450,287.00

11

Aggregate amount beneficially owned by each reporting person

450,287.00

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: GB Capital Ltd. used working capital for consideration of common stock held in the Issuer prior to the filing of this Schedule 13D. The Issuer has undergone multiple reverse stock splits, and the Common Stock beneficially owned and reported in this Schedule 13D reflects amounts on a post-split basis. The options granted to GB Capital Ltd., an entity wholly owned by Mr. Bensler, on June 1, 2026 were partial consideration for consultant services provided to the Issuer through GB Capital Ltd. Such options are reported in Mr. Bensler's Form 4 filed with the SEC on June 3, 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. Bensler, held by GB Capital Ltd., a company wholly owned by Mr. Bensler, (ii) 8 shares of Common Stock held by GB Capital Ltd., and (iii) 450,277 shares of Common Stock underlying options granted to GB Capital Ltd. 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

GB Capital Ltd.

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

CANADA (FEDERAL LEVEL)

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 450,287.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 450,287.00

11

Aggregate amount beneficially owned by each reporting person

450,287.00

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:

Graydon Bensler is, as of the date of this Schedule 13D, the Director and sole owner of GB Capital Ltd. Row 4: GB Capital Ltd. used working capital for consideration of common stock held in the Issuer prior to the filing of this Schedule 13D. The Issuer has undergone multiple reverse stock splits, and the Common Stock beneficially owned and reported in this Schedule 13D reflects amounts on a post-split basis. The options granted to GB Capital Ltd., an entity wholly owned by Mr. Bensler, on June 1, 2026 were partial consideration for consultant services provided to the Issuer through GB Capital Ltd. Such options are reported in Mr. Bensler's Form 4 filed with the SEC on June 3, 2026. Rows 8, 10, and 11: Includes (i) 2 shares of Common Stock underlying options previously granted to Mr. Bensler, held by GB Capital Ltd., a company wholly owned by Mr. Bensler, (ii) 8 shares of Common Stock held by GB Capital Ltd., and (iii) 450,277 shares of Common Stock underlying options granted to GB Capital Ltd. 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 2.	Identity and Background
(a)	This Schedule 13D is filed jointly by Graydon Bensler and GB Capital Ltd. Mr. Bensler is the Director and sole owner of GB Capital Ltd.
(b)	The business address of Graydon Bensler is 120 Newport Center Drive, Newport Beach, CA 92660. The address of GB Capital Ltd. is 675 West Hastings Street, Vancouver, BC V6B1N2 Canada.
(c)	GB Capital Ltd. is principally engaged in the business of investment management and advisory services. Mr. Bensler is principally engaged as the Director of GB Capital Ltd.
(d)	Mr. Bensler 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)	GB Capital Ltd. is a British Columbia, Canada corporation. Mr. Bensler is a citizen of Canada.
Item 3.	Source and Amount of Funds or Other Consideration
	GB Capital Ltd. used working capital for consideration of Common Stock held prior to the issuance of option grants to GB Capital Ltd. on June 1, 2026. The options granted to GB Capital Ltd. on June 1, 2026 were partial consideration for consultant services provided to the Issuer through GB Capital Ltd. Such options are reported in Mr. Bensler's Form 4 filed with the U.S. Securities and Exchange Commission on June 3, 2026.
Item 4.	Purpose of Transaction
	On June 1, 2026 the Issuer granted to GB Capital Ltd. options reported herein, pursuant to the Issuer's 2025 Equity Incentive Plan, as amended, and as partial consideration for consultant services provided to the Issuer through GB Capital Ltd.
Item 5.	Interest in Securities of the Issuer
(a)	See the information contained on the cover page of this Schedule 13D, which is incorporated herein by reference.
(b)	Sole power to vote or to direct the vote: Graydon Bensler: 0 shares GB Capital Ltd.: 0 shares Shared power to vote or to direct the vote: Graydon Bensler: 450,287 shares GB Capital Ltd.: 450,287 shares Sole power to dispose or to direct the disposition of: Graydon Bensler: 0 shares GB Capital Ltd.: 0 shares Shared power to dispose or to direct the disposition: Graydon Bensler: 450,287 shares GB Capital Ltd.: 450,287 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 Graydon Bensler and GB Capital Ltd., 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.

Graydon Bensler

Signature:	/s/ Graydon Bensler
Name/Title:	Graydon Bensler
Date:	06/03/2026

GB Capital Ltd.

Signature:	/s/ Graydon Bensler
Name/Title:	Graydon Bensler/Director
Date:	06/03/2026