ELAB PMGC Holdings Inc

PMGC Holdings Inc. (formerly Elevai Labs Inc.) (the “Company” or “PMGC”) (Nasdaq: ELAB) a diversified holding company today announced it has entered into a warrant inducement agreement with existing institutional investors for the exercise of certain outstanding Series A warrants that the Company issued on September 24, 2024. Pursuant to the warrant inducement agreement, the investors have agreed to exercise the outstanding warrants to purchase an aggregate of 969,385 shares of the Company's common stock at an amended exercise price of $2.00. The gross proceeds from the exercise of the warrants are expected to be approximately $1.9 million, prior to deducting placement agent fees and estimated offering expenses.

The closing of the warrant inducement transactions is expected to occur on or about January 28, 2025, subject to satisfaction of customary closing conditions.

Univest Securities, LLC is acting as the exclusive financial advisor for the transaction.

In consideration for the exercise of the warrants, the Company also agreed to issue to the investors unregistered new warrants to purchase an aggregate of 969,385 shares of the Company's common stock with an exercise price of $2.75 per share (the “New Warrants”). The New Warrants are exercisable upon shareholder approval and will expire five years from the date of shareholder approval. The Company has agreed to file a registration statement within thirty (30) days with the Securities and Exchange Commission (“SEC”) covering the resale of the shares of common stock issuable upon exercise of the New Warrants.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

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. Currently, our portfolio consists of three wholly owned subsidiaries: Northstrive Biosciences Inc., PMGC Research Inc., and PMGC Capital LLC. 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 Holdings’ 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, 2023, filed with the SEC on March 29, 2024, 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