PMGC Holdings SEC Filings

PMGC Holdings Inc. Schedule 13G/A reports that L1 Capital Global Opportunities Master Fund, Ltd. beneficially owns 165,580 shares of PMGC common stock, representing 6.53% of the 2,369,727 shares outstanding after an offering. The filing explains these shares arose from the Reporting Person exercising warrants on August 25, 2025 at an adjusted exercise price of $2.015 per share under a warrant inducement agreement and receiving new warrants exercisable at $1.89. The new warrants underlying an additional 165,580 shares are subject to a 4.99% ownership limitation and require shareholder approval. The amendment also notes prior larger holdings reported in October 2024 were sold before August 25, 2025.

PMGC Holdings Inc. (ELAB) filed an 8-K reporting arrangements related to warrant inducement transactions. The filing references a Form of New Warrant and a Form of Warrant Inducement Agreement as exhibits and includes an Inline XBRL cover page. The disclosure states a payment of $146,775.30, described as 7% of the aggregate proceeds from the warrant inducement transactions and to cover certain fees and expenses. The document is signed by Graydon Bensler, Chief Executive Officer. Other check-box items and certain contextual details are present in fragmentary form but no earnings, balance sheet figures, or transaction counterparties are provided.

PMGC Holdings, Inc. filed an 8-K reporting amendments to two consulting agreements with Northstrive Companies Inc. (Non-Executive Chairman) and GB Capital Ltd (Non-Employee CEO). The amendments establish a tiered Acquisition Award schedule tied to acquisition value: 5% for $0–$5,000,000; 6% for $5,000,001–$10,000,000; 7% for $10,000,001–$20,000,000; and 8% for acquisition value above $20,000,000.

The filing lists two amendment exhibits and an Inline XBRL cover page file. The document is signed by Graydon Bensler, who is identified as Chief Executive Officer, Chief Financial Officer and Director.

PMGC Holdings Inc. reported total assets of $9.38M and cash of $5.68M at June 30, 2025, up from $3.98M at year-end 2024. Equity increased to $9.05M from $6.66M, largely reflecting equity financings during the period and retrospective reverse stock splits reducing share counts. For the six months ended June 30, 2025 the Company recorded a net loss of $2.17M and used $2.69M of cash in operating activities, compared with a $2.81M loss and $3.10M cash used in the prior year period.

The company sold its skincare business (closed January 16, 2025) for consideration including $728,550 in buyer shares and recognized a $39,676 loss on the sale; it also recorded a $129,613 gain on termination of a license agreement. Investments at June 30, 2025 totaled $624,838 (realized loss on sales $371,494; unrealized gain $238,899). Management discloses substantial doubt about going concern and plans to raise financing or acquire cash-generating assets; subsequent to quarter end it completed acquisitions of Pacific Sun Packaging (consideration $1,148,000 plus earnout) and AGA Precision Systems ($650,000).

On 25 Jul 2025, PMGC Holdings Inc. (Nasdaq: ELAB) filed an 8-K disclosing a Secondment Agreement with GB Capital Ltd., a company wholly owned by CEO/CFO/director Graydon Bensler. GB Capital will second its employees to PMGC on an exclusive, as-needed basis; the individuals remain GB employees.

Compensation: PMGC will reimburse GB Capital monthly at hourly rates listed in Exhibit A plus pre-approved extraordinary expenses. GB Capital continues to pay salaries and benefits.

Control & Risk Allocation: PMGC assumes full responsibility for the employees’ actions while seconded. The pact includes typical confidentiality, indemnification and liability-limit clauses.

Termination: PMGC may end any employee’s secondment with 15 days’ notice (immediate for misconduct) and may terminate the entire agreement with 30 days’ notice; GB Capital requires 90 days. Either party can terminate on 10 days’ notice for uncured breach.

Governance Note: Because the counterparty is owned by the CEO, this is a related-party transaction; dollar amounts of anticipated reimbursements are not disclosed. No financial results, guidance changes or capital actions were reported. A press release dated 30 Jul 2025 is furnished as Exhibit 99.1.

PMGC Holdings (NASDAQ: ELAB) filed an 8-K report disclosing the release of a press release on June 24, 2025, under Regulation FD. The company, headquartered in Newport Beach, CA, is classified as an emerging growth company.

Key details from the filing:

• Filed under Item 7.01 Regulation FD Disclosure
• The press release is furnished as Exhibit 99.1
• Document signed by Graydon Bensler, serving as CEO, President and Director
• Company has common stock listed on Nasdaq with $0.0001 par value
• Has not elected to use extended transition period for new accounting standards

Note: The specific content of the press release is not detailed in this 8-K filing. The furnished information is explicitly stated as not "filed" under Section 18 of the Exchange Act and not incorporated by reference into future filings unless specifically indicated.