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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 16, 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 240.13©(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.
Securities Purchase Agreement
On April 16, 2026, the Company entered into a securities purchase agreement
(the “Purchase Agreement”) with a certain investor (“Investor”). The Purchase Agreement provides for an equity
line of credit under which the Company agreed to issue and sell to Investor, upon the terms and conditions set forth in the Purchase Agreement
those shares of common stock of the Company, par value $0.0001 per share (the “Common Stock”) issuable under pre-paid purchases
(each, a “Pre-Paid Purchase”) in the aggregate purchase amount of up to $40,000,000 (such amount, the “Commitment Amount”),
which includes the initial Pre-Paid Purchase to be made under the Purchase Agreement, upon the terms and subject to the limitations and
conditions set forth in such Pre-Paid Purchase, as summarized herein: (i) an original principal amount of $10,730,000.00 (the “Pre-Paid
Purchase Shares”); and (ii) an additional 262,467 shares of Common Stock (the “Registered Shares”).
In connection with the Purchase Agreement, the Company also entered
into the Pledge Agreement (as defined and described herein). Additionally, in connection with the Purchase Agreement, the Company’s
current wholly-owned operating subsidiaries, Northstrive Biosciences Inc., a Delaware corporation (“Northstrive Biosciences”),
PMGC Capital LLC, a Nevada limited liability company (“PMGC Capital”), AGA Precision Systems LLC, a California limited liability
company (“AGA”), Pacific Sun Packaging Inc., a California corporation (“Pacific Sun”), and SVM Machining, Inc.,
a California corporation (“SVM”) each entered into a Guaranty (each, a “Guaranty”) for the benefit of Investor,
as further described herein.
Pre-Paid Purchase
The Pre-Paid Purchase carries an original issue discount of $700,000.00
(“OID”). The Company agreed to pay $30,000 to Investor to cover Investor’s legal fees, accounting costs, due diligence,
and other transaction costs incurred in connection with the transactions contemplated by the Purchase Agreement (the “Transaction
Expense Amount”). The Registered Shares and the Pre-Paid Purchase Shares shall be delivered on or around April 16, 2026 (the “Closing
Date”). The initial purchase price payable to the Company on the Closing Date was $10,000,000, computed as follows: $10,730,000.00
initial principal balance, less the OID, less the Transaction Expense Amount. In addition, Investor also agreed to pay $1,000,000 to the
Company for the Registered Shares.
The Company expects to consummate the Pre-Paid Purchase on or about
April 17, 2026 and to receive net proceeds of $9,727,380.00
after the deduction of the placement agent fee, legal fees, and other transaction-related expenses.
Request of Additional Pre-Paid Purchases
Pursuant to the Purchase Agreement, the Company may, at its sole and
absolute discretion, at any time and from time to time during the Commitment Period (as defined below), subject to the satisfaction of
closing conditions, request a Pre-Paid Purchase in an amount no more than the Maximum Purchase Amount and no less than $250,000 from Investor
by providing a written notice of such request to Investor (each, a “Request”). The closing of each Pre-Paid Purchase will
take place on or before the third (3rd) Trading Day following the date of such Request (the date of the closing of each Pre-Paid Purchase,
the “Pre-Paid Purchase Date”). Subject to the satisfaction of the conditions set forth in the Purchase Agreement as of such
Pre-Paid Purchase Date, Investor shall pay to Company the amount set forth in such Request (which amount shall serve as the purchase price
of such Pre-Paid Purchase) in immediately available funds to an account designated by Company in writing on each Pre-Paid Purchase Date
immediately following delivery of the applicable fully executed Pre-Paid Purchase, except as noted in the Purchase Agreement. Each Pre-Paid
Purchase will be considered a separate instrument with a separate outstanding balance and holding period. The original issue discount
(“OID”) for each subsequent Pre-Paid Purchase will be seven percent (7.0%) of the amount set forth in the applicable Request,
and each subsequent Pre-Paid Purchase will accrue interest at the rate of seven percent (7.0%) per annum. The floor price per share of
Common Stock of each subsequent Pre-Paid Purchase will be twenty percent (20%) of the Nasdaq Minimum Price on the Pre-Paid Purchase Date,
subject to another floor price for purposes of compliance with the Listing Rules of Nasdaq.
“Commitment Period” means the period beginning on April
16, 2026 and ending on the earlier of: (i) April 16, 2028, (ii) the date the Company has sold $40,000,000.00 in Pre-Paid Purchases under
the Purchase Agreement; and (iii) termination of the Purchase Agreement.
Participation Right
The Company granted to Investor a participation right in which Investor
has the right to participate, at Investor’s discretion and during the Commitment Period, in up to ten percent (10%) of the amount
sold in any debt or equity financing (the “Participation Right”). Within two (2) Trading Days prior to the consummation of
a financing (provided, however, that with respect to any public offering of the Company’s securities, the aforementioned time frame
shall instead be upon the commencement of offers to the public), the Company will provide Investor with written notice of the consummation
of such financing, along with copies of the transaction documents. Investor will then have up to five (5) Trading Days to elect to purchase
up to ten percent (10%) of the amount of debt or equity securities issued in such transaction on the most favorable terms and conditions
offered to any other purchaser of the same securities. The Company and Investor agreed that if the Company breaches its obligations with
respect to the Participation Right, Investor’s sole and exclusive remedy is to receive liquidated damages.
Weekly Sales Cap
Investor agreed that, so long as no Event of Default has occurred under
any Pre-Paid Purchase, it will not sell, during any calendar week, shares of Common Stock in an amount exceeding fifteen percent (15%)
of the total weekly dollar trading volume of the Common Stock on all trading markets for such week.
Covenants; Indemnification; Representations
and Warranties
The Company agreed that it shall not enter into any agreement or otherwise
agree to any covenant, condition, or obligation that locks up, restricts in any way or otherwise prohibits Company: (i) from entering
into a Variable Rate Transaction with Investor or any affiliate of Investor, or (ii) from issuing Common Stock, preferred stock, warrants,
convertible notes, Pre-Paid Purchases, other debt securities, or any other Company securities to Investor or any affiliate of Investor,
in each case without first obtaining the prior written consent of Investor, which may be granted or withheld in Investor’s sole
and absolute discretion.
In addition, the Company agreed to file a Form 424(b)(5) prospectus
supplement to on Form S-3 (Registration No. 333-284505) (“Shelf Registration Statement”) for the registration of the Registered
Shares and that portion of the Pre-Paid Purchase Shares eligible for registration pursuant to General Instruction I.B.6 of Form S-3,.and
deliver to Investor any legal opinions deemed necessary by Investor to trade the Registered Shares and the applicable portion of the Pre-Paid
Purchase Shares under such prospectus supplement. The Company agreed to obtain stockholder approval of the issuance of the Registered
Shares, the Pre-Paid Purchase Shares, all additional Pre-Paid Purchases that may be issued under the Purchase Agreement, and the shares
of Common Stock issuable under such Pre-Paid Purchases in excess of the 19.99% issuance cap placed by Nasdaq Listing Rule 5635(d) and
to file a Definitive Information Statement on Schedule 14C with the Securities & Exchange Commission to notify its stockholders of
this approval.
The Company agreed to reserve 7,500,000 shares of Common Stock from
its authorized and unissued Common Stock to provide for all issuances of Common Stock under the Purchase Agreement and all Pre-Paid Purchases
(the “Share Reserve”). The Company also further agreed to add additional Common Stock to the Share Reserve in increments of
100,000 shares of Common Stock as and when requested by Investor if as of the date of any such request the number of shares being held
in the Share Reserve is less than three (3) times the number of Common Stock equal to the Pre-Paid Purchase Outstanding Balance divided
by the Purchase Share Purchase Price.
The Company and Investor agreed to other customary covenants, closing
conditions, indemnification provisions and made customary representations and warranties.
Termination
The Company has the right to terminate the Purchase Agreement upon
ten (10) days’ prior written notice to Investor so long as no Pre-Paid Purchases are outstanding.
Guaranty; Pledge Agreement
Northstrive Biosciences, PMGC Capital, AGA, Pacific Sun, and SVM each
entered into the Guaranty for the benefit of Investor (each of these entities, in its capacity as a guaranty under the applicable Guaranty,
collectively, the “Guarantors”). Pursuant to the Guaranty, the Guarantors agreed to absolutely and unconditionally guaranty
the prompt payment in full of the Obligations.
Pursuant to the Pledge Agreement, the Company’s obligations under
the Pre-Paid Purchases and the other Transaction Documents are secured by: the Collateral, which includes the equity interests of the
subsidiaries of the Company, any businesses purchased by the Company after the date of the Pledge Agreement, and the equity interests
in any subsidiaries formed by the Company after the date of the Pledge Agreement. Investor has a first-position security interest in the
Collateral.
The Company agreed not to grant or create any
security interest, claim, transfer restriction, lien, pledge or other encumbrance with respect to the Collateral or attempt to or actually
sell, transfer or otherwise dispose of the Collateral, until the Obligations have been paid and performed in full.
Capitalized terms used but not
otherwise defined in this Current Report on Form 8-K shall have the respective meanings ascribed thereto by the Purchase Agreement, the
Pre-Paid Purchase, the Guaranty, and the Pledge Agreement, as applicable. The foregoing summary of the Purchase
Agreement, the First Pre-Paid Purchase, the Guaranty, and the Pledge Agreement and the transactions contemplated thereby do not
purport to be complete and are subject to, and qualified in their entirety by, the full text of the Purchase
Agreement, the First Pre-Paid Purchase, the Guaranty, and the Pledge Agreement, which are filed in this Current Report on Form 8-K as
Exhibits 10.1, 10.2, 10.3, and 10.4, respectively.
Item 3.02 Unregistered
Sales of Equity Securities.
The disclosure required by this Item 3.02 and included in Item 1.01
of this Form 8-K is incorporated herein by reference. The sale of shares of Common Stock by the Company to the Investor pursuant to the
Purchase Agreement, including both the Registered Shares and the Pre-Paid Purchase Shares were not registered under the Securities Act
pursuant to the exemptions from registration available under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities
Act”) and/or Rule 506 of Regulation D promulgated thereunder.
Item 7.01 Regulation
FD Disclosure.
On April 17, 2026, 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 or the Exchange Act, except as shall be expressly set forth by specific reference in such
filing.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. |
|
Description |
| 10.1+ |
|
Form of Securities Purchase Agreement |
| 10.2+ |
|
Form of Pre-Paid Purchase |
| 10.3+ |
|
Form of Guaranty |
| 10.4+ |
|
Form of Pledge Agreement |
| 99.1+ |
|
Press Release dated April 17, 2026 |
| 104 |
|
Cover Page Interactive Data File (formatted in Inline XBRL). |
| + | Portions of this exhibit have been redacted. |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: April
17, 2026
| PMGC Holdings Inc. |
|
| |
|
|
| By: |
/s/ Graydon Bensler |
|
| Name: |
Graydon Bensler |
|
| Title: |
Chief Executive Officer and Chief Financial Officer |
|
Exhibit 99.1
PMGC Holdings, Inc. (Nasdaq: ELAB) Secures $40 Million Equity Purchase
Facility Agreement: Announces Ability To Accelerate M&A Strategy Currently Focused on Acquiring Aerospace and Defense Manufacturing
Companies
| ● | Approximately
$10 Million To Be Funded at First Closing; 24-Month Commitment Period Provides Dedicated Capital to Execute on Active M&A Pipeline
Currently focused on Aerospace, Defense, and Industrial Manufacturing |
NEWPORT BEACH, CA, April 17, 2026 (GLOBE NEWSWIRE)
– PMGC Holdings Inc. (Nasdaq: ELAB) (“PMGC” or the “Company”), a diversified holding company executing
a targeted roll-up strategy in U.S.-based precision manufacturing, today announced its entry into a $40 million equity purchase facility
(the “Facility”) with an institutional investor. The initial tranche of approximately $10 million is expected to be funded
at closing, anticipated today. The Company may draw additional amounts at its sole discretion over a 24-month commitment period and require
the investor to purchase shares of common stock from the Company equal to the funded amounts and under subsequent pre-paid purchases,
subject to certain terms and conditions. Full details of the transaction, including copies of the definitive agreements, will be filed
with the SEC on a Current Report on Form 8-K.
The Aerospace and Defense Manufacturing Roll-Up
Strategy & Long-Term Opportunity
PMGC has completed four acquisitions over the
past twelve months, assembling a growing portfolio of ITAR-registered, AS9100D-certified precision CNC machining businesses alongside
a specialty IT hardware packaging company serving data center and AI infrastructure customers. The Facility provides PMGC with committed,
flexible capital to continue building its U.S. precision manufacturing platform through accretive acquisitions and organic investment
across aerospace, defense, and industrial end markets.
PMGC’s long-term strategy is to build a scaled,
vertically integrated precision manufacturing platform capable of serving mission-critical supply chains across defense, aerospace, and
next-generation infrastructure. The Company intends to grow through continued acquisitions, operational integration, and targeted investments
in automation, workforce development, and advanced manufacturing capabilities, including AI-enabled production systems.
The Company believes powerful structural tailwinds
are driving sustained demand for domestically produced, high-precision components. Federal reshoring and onshoring initiatives, growing
U.S. defense spending, aerospace production backlogs, supply chain security priorities, and the rapid expansion of AI and data center
infrastructure are all increasing demand for certified, U.S.-based precision manufacturers. At the same time, qualified domestic manufacturers
holding both ITAR registration and AS9100D certification represent a narrow segment of the broader U.S. machining industry, and OEMs and
Tier 1 defense and aerospace suppliers are increasingly seeking reliable, scalable manufacturing partners capable of delivering consistent
quality, throughput, and compliance.
PMGC believes it is positioned to capitalize on
these dynamics as both a strategic acquirer and long-term operator. By building scale across its manufacturing platform, preserving critical
domestic manufacturing capacity, and enhancing operations through capital investment and technology adoption, the Company aims to build
a differentiated platform aligned with long-term national and industrial priorities and focused on sustainable shareholder value creation.
In addition to its core aerospace and defense manufacturing focus, the Company will also opportunistically pursue acquisitions of cash
flow positive businesses outside aerospace and defense where attractive risk-adjusted returns are available.
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.
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, 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, 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
