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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): June 16, 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: (866) 794-4940
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.
(a) On June 16, 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 (“Form 8-K).
(b) On June 17, 2025, Northstrive Biosciences Inc., a wholly owned subsidiary of the Company, issued a press release, a copy of which is furnished as Exhibit 99.2 to this Form 8-K.
The information furnished pursuant to this Item 7.01, including Exhibits 99.1 and 99.2, 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 June 16, 2025. | |
| 99.2 | Press Release dated June 17, 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: June 18, 2025
| PMGC Holdings, Inc. | ||
| By: | /s/ Graydon Bensler | |
| Name: | Graydon Bensler | |
| Title: | Chief Executive Officer, President and Director | |
2
Exhibit 99.1
PMGC Holdings Inc. Signs Letter of Intent to Acquire Profitable U.S.-Based AS9100D & ISO 9001:2015 Certified US-Based CNC Machine Shop Serving Aerospace, Defense, and Industrial Markets for over 35 years
| ● | Acquisition Target Specializes in Precision Milling, Turning, Mold Manufacturing, and Specialty Metals Expertise Serving Aerospace, Defense, and Industrial Markets |
| ● | This is PMGC’s third pending acquisition since April of 2025, demonstrating that its M&A strategy is well underway, with additional deals expected this year. |
| ● | PMGC Sees Significant Opportunity in Acquiring Additional US based CNC and Precision Manufacturing Companies Serving Aerospace, Industrial, and Defense Markets. |
Newport Beach, CA – June 16, 2025 – PMGC Holdings Inc. (Nasdaq:ELAB) (the “Company,” “PMGC,” “we,” or “us”), a diversified public holding company, is pleased to announce the signing of a non-binding Letter of Intent (“LOI”) to acquire a California-based, cash-flow positive computer numerical control (“CNC”) machining company with over 35 years of operational history.
About the Target Company
The Target company (“Target”) is an established CNC machining business specializing in precision milling and turning, mold manufacturing, and working with exotic metals such as titanium and Inconel. The company holds AS9100D and ISO 9001:2015 certifications—two of the most widely used international quality standards in manufacturing—commonly required by major aerospace and defense contractors and leading industrial manufacturers.
Target serves customers across the aerospace, defense, space, commercial, and industrial sectors. Despite having no formal sales team or marketing budget, Target has developed long-standing customer relationships through repeat business and referrals, which the Company believes reflects Target’s reputation for quality and trust.
Target generated approximately $1.4 million in revenue and $215,000 in adjusted EBITDA in 2024.
Strategic Rationale
PMGC believes the potential acquisition of Target fits squarely within PMGC’s strategy of acquiring U.S.-based, cash-flow-positive manufacturing businesses with strong fundamentals and growth potential. The Target stands out to the Company for its high-quality and longstanding customer base, advanced technical capabilities, and consistent demand across critical industries. PMGC also believes in the strategic benefit this potential acquisition may provide, given its view that recent geopolitical dynamics and supply chain vulnerabilities may accelerate a national effort to rebuilding American manufacturing capabilities. Federal legislation—including the CHIPS and Science Act and the Inflation Reduction Act—is investing funds in to promote onshoring, innovation, and industrial independence. The Company believes that manufacturers with AS9100D and ISO 9001:2015 certifications, such as the Target are well-positioned to benefit, as these credentials are often mandatory for work with Department of Defense programs, NASA contracts, and major aerospace original equipment manufacturers. The Company believes that demand for qualified U.S.-based suppliers is rising as defense and industrial clients prioritize secure, high-quality, domestic partners.
“This acquisition reflects our continued commitment to acquiring specialized, resilient businesses that operate at the highest standards,” said Graydon Bensler, Chief Executive Officer of PMGC Holdings Inc. “With its reliable certifications, niche capabilities in specialty metals, and trusted relationships across critical industries, this company adds both operational depth and strategic relevance to our portfolio.”
The closing of this anticipated acquisition is subject to customary conditions, including completion of due diligence, certain corporate approvals, and execution and delivery of definitive documentation. We cannot assure that closing of the acquisition will occur.
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, 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
Exhibit 99.2
NorthStrive Biosciences Announces Initiation of Phase II of Collaboration to Develop AI Powered Therapies for Obesity and Cardiometabolic Diseases
| ● | Northstrive Biosciences and Yuva Biosciences previously announced a collaboration leveraging MitoNova™, YuvaBio’s proprietary mitochondrial science-focused artificial intelligence platform, to discover and develop novel pharmaceutical treatments for obesity, type 2 diabetes and other cardiometabolic conditions. |
| ● | Phase II of this collaboration involves compiling a selection of small molecule candidates that promote mitochondrial health in obesity and cardiac diseases. |
NEWPORT BEACH, Calif., June 17, 2025 (GLOBE NEWSWIRE) -- Northstrive Biosciences Inc. (“Northstrive”), a subsidiary of PMGC Holdings Inc. (NASDAQ: ELAB) (the “Company,” “PMGC,” “we,” or “our”), today announced the initiation of Phase II of the AI Development Program with strategic partner Yuva Biosciences, Inc. (“YuvaBio”). As part of the Phase II objective, both companies will collaborate to leverage MitoNova™, YuvaBio’s AI mitochondrial science-focused artificial intelligence platform, to compile a selection of small molecule candidates that promote mitochondrial health in obesity and cardiac diseases.
YuvaBio will use MitoNova™ to virtually screen a large-scale library of diverse, drug-like small molecules and predict which candidates are most likely to promote mitochondrial health. YuvaBio will then analyze results of this screen, including chemical and bioactivity properties, to highlight opportunities for biological validation. Then, YuvaBio will compile an initial list of synthetic compounds for muscle preservation and metabolic health.
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 Biosciences’ 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 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, 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