エドガーで原本を確認する
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 29, 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. 249 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 240.13e-4(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 7.01 Regulation FD Disclosure.
On April 29, 2025, PMGC Holdings Inc. (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 of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release dated as of April 29, 2025. | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: April 30, 2025
| PMGC Holdings, Inc. | ||
| By: | /s/ Graydon Bensler | |
| Name: | Graydon Bensler | |
| Title: | Chief Executive Officer | |
2
Exhibit 99.1
Northstrive Biosciences Strengthens IP Portfolio with New US Patent Filings for EL-22 and EL-32 Programs Covering Obesity and Animal Health
Newport Beach, CA – April 29, 2025 – Northstrive Biosciences Inc. (“Northstrive”), a subsidiary of PMGC Holdings Inc. (NASDAQ: ELAB) (the “Company,” “PMGC,” “we,” or “our”), today announced the filing of four novel patent applications for its two candidates EL-22 and EL-32. These patent applications cover the animal market, as well as treating muscle loss in obese patients, both as standalone and combination therapies alongside GLP-1 receptor agonists.
The Company filed the following four patents today:
| ● | EL-22 in Animals: Fusion Protein of Myo-2 for Use in Encouraging Muscle Growth in Animals (Patent Application No. 19/191,246). |
| ● | EL-32 in Obesity as Monotherapy and Combination with GLP-1: Updated patent filings for Pharmaceutical Composition for Treatment of Muscle Loss Due to Obesity Treatments (Patent Application No. 19/191,209), and Combination Therapy for Treatment of Muscle Loss Due to Obesity Treatments utilizing GLP-1 receptor agonists (Patent Application No. 19/191,226). |
| ● | EL-32 in Animals: Animal Feed Additive to Encourage Muscle Growth (Patent Application No. 19/191,258). |
The Company believes these newly filed patent applications support the development of Northstrive’s engineered probiotic platform, designed to advance human obesity care by preserving muscle mass while reducing fat mass, with additional potential applications in animal health.
“We believe that EL-22 and EL-32 have the potential to treat obesity in combination with GLP-1 receptor agonists, while also serving as the foundation to a potential range of animal health products”, said Deniel Mero, Co-Founder of Northstrive. “These patent applications strengthen our IP portfolio as we advance on our mission transform the standard of care for obesity and break into the animal health market.”
Northstrive’s patent portfolio now includes 8 patent applications and 5 issued patents that provide adequate protection in focus markets, including the USA, Japan, China and Korea.
| Licensed Product / Nation | Patent Application Serial No. | Title: | ||
| EL-32 USA | US 18/627,462 | Pharmaceutical composition for alleviation, treatment, and prevention of sarcopenia containing microorganism transformed with cell surface display vector operably linked with gene encoding myostatin and activin A proteins as active ingredient | ||
| EL-32 Korea | 10-2022-0136606 | A pharmaceutical composition for alleviation, treatment and prevention of sarcopenia containing a microorganism transformed with a vector expressing myostatin and activin A on the cell surface as an active ingredient | ||
| EL-22 USA | US 18/895,501 | Fusion Protein of Myo-2 for Use in Treating Muscle Loss in Obese Patients | ||
| EL-22 USA | US 18/895,519 | Combination Therapy of a Fusion Protein of Myo-2 with a GLP-1 Receptor Agonist for Use in Treating Muscle Loss in Obese Patients | ||
| EL-22 (Animals) USA |
US 19/191,246 | Fusion Protein of Myo-2 for Use in Encouraging Muscle Growth in Animals | ||
| EL-32 USA | US 19/191,209 | Pharmaceutical Composition for Treatment of Muscle Loss Due to Obesity Treatments | ||
| EL-32 USA | US 19/191,226 | Combination Therapy for Treatment of Muscle Loss Due to Obesity Treatments utilizing GLP-1 receptor agonists | ||
| EL-32 (Animals) USA | 19/191,258 | Animal Feed Additive to Encourage Muscle Growth | ||
| Patent No. | Registration No. | Title: | ||
| EL-22 Korea | 10-0857861-0000 | Surface Expression Vector for Fusion Protein of Myo-2 Peptide Multimer and Myostatin, and Microorganism Transformed by Thereof | ||
| EL-22 Korea |
10-0872042-0000 |
Cell Surface Expression Vector of Myostatin and Microorganisms Transformed Thereby | ||
| EL-22 USA | US 8470551 |
Surface Expression Vector for Fusion Protein of Myo-2 Peptide Multimer and Myostatin, and Microorganism Transformed by Thereof |
||
| EL-22 Japan | US 5634867 | Surface Expression Vector for Fusion Protein of Myo-2 Peptide Multimer and Myostatin, and Microorganism Transformed by Thereof | ||
| EL-22 China | ZL200780101116.2 | Surface Expression Vector for Fusion Protein of Myo-2 Peptide Multimer and Myostatin, and Microorganism Transformed by Thereof |
About Northstrive Biosciences Inc.
Northstrive Biosciences Inc., a PMGC Holdings Inc. company, is a biopharmaceutical company focusing on the development and acquisition of cutting-edge aesthetic medicines. Northstrive’s lead asset, EL-22, leverages an engineered probiotic approach to address obesity’s pressing issue of preserving muscle while on weight loss treatments, including GLP-1 receptor agonists. For more information, please visit www.northstrivebio.com.
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’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, 2024, filed with the SEC on March 28, 2025, 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