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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): January 28, 2025

 

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, Ste. 250

Newport Beach, CA

   92660
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: 1-888-445-4886

 

Elevai Labs Inc.

(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 3.02 Unregistered Sales of Equity Securities.

 

On January 28, 2025, PMGC Holdings Inc. (the “Company”) consummated the transactions contemplated under the terms of that certain warrant inducement agreement (the “Warrant Inducement Agreement,” and such transactions, the “Warrant Inducement Transactions”) between the Company and certain warrant holders (the “Warrant Holders”), such Warrant Inducement Agreement and the transactions thereunder as previously reported on the Company’s Current Report on Form 8-K, filed with the U.S. Securities and Exchange Commission on January 27, 2025.

 

Pursuant to the Warrant Inducement Transactions, the Company received gross proceeds of $1,938,772, prior to the deduction of expenses. Univest Securities, LLC (“Univest”), the exclusive warrant inducement agent and financial advisor to the Company, was paid $155,714 as compensation (7% of the aggregate proceeds from the Warrant Inducement Transactions) and for certain fees and expenses incurred in connection with the Warrant Inducement Transactions, and was reimbursed for $10,000 of legal fees incurred in connection with the Warrant Inducement Transactions.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit No.   Description
104   Cover Page Interactive Data File (formatted in Inline XBRL).

 

1

 

 

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: January 28, 2025

 

PMGC Holdings Inc.  
     
By: /s/ Graydon Bensler  
Name:  Graydon Bensler  
Title: Chief Executive Officer  

 

 

2

 

 

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Jan. 28, 2025
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Document Period End Date Jan. 28, 2025
Entity File Number 001-41875
Entity Registrant Name PMGC Holdings Inc.
Entity Central Index Key 0001840563
Entity Tax Identification Number 33-2382547
Entity Incorporation, State or Country Code NV
Entity Address, Address Line One c/o 120 Newport Center Drive
Entity Address, Address Line Two Ste. 250
Entity Address, City or Town Newport Beach
Entity Address, State or Province CA
Entity Address, Postal Zip Code 92660
City Area Code 1-888
Local Phone Number 445-4886
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Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.0001 par value
Trading Symbol ELAB
Security Exchange Name NASDAQ
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
Entity Information, Former Legal or Registered Name Elevai Labs Inc.
PMGC (NASDAQ:ELAB)
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