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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): October 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: (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 1.01 Entry into a Material Definitive Agreement.
(a) Amendment No. 1 to the Secondment Agreement with GB Capital Ltd.
On October 16, 2025, PMGC Holdings Inc., a Nevada corporation (the “Company”), entered into Amendment No. 1 to the Secondment Agreement (“Amendment No. 1 to the GB Capital Secondment Agreement”) with GB Capital Ltd, a British Columbia, Canada corporation (“GB Capital”), an entity wholly owned by the Company’s Non-Employee Chief Executive Officer and Chief Financial Officer, Graydon Bensler.
Amendment No. 1 to the GB Capital Secondment Agreement amends the Secondment Agreement between the Company and GB Capital dated July 25, 2025 (the “GB Capital Secondment Agreement”) as follows:
a. The effective date of the GB Capital Secondment Agreement was amended to October 16, 2025.
b. Section 4 of the GB Capital Secondment Agreement was amended and supplemented to state that the seconded employees of GB Capital (“GB Capital Seconded Employees”) are classified as exempt under applicable law and will be paid on a salary basis, while non-exempt GB Capital Seconded Employees will be paid hourly, with overtime in accordance with law. Amendment No. 1 to the GB Capital Secondment Agreement also added terms to Section 4 providing for: GB Capital Seconded Employees’s eligibility to participate in the Company’s group health plans on the same terms as similarly situated employees; and GB Capital’s proposal of milestone-driven bonuses or incentive payments for GB Capital Seconded Employees, subject to the Company’s prior written approval.
c. Terms were added to Section 5 providing for: (i) the Company’s reimbursement to GB Capital for all costs and expenses associated with any GB Capital Seconded Employee’s use of a company car in the course of providing services to the Company: (ii) the Company’s reimbursement to GB Capital for reasonable costs and expenses incurred in providing office space for GB Capital Seconded Employees during the secondment period, including rent, utilities, and related overhead, to the extent such office space is used for the performance of services for the Company; (iii) the Company’s provision of a mobile phone and/or reimbursement for certain costs associated with the phone if in performing the secondment, a mobile phone and/or associated service plan is reasonably required; and (iv) the Company’s reimbursement to GB Capital for fees actually incurred in connection with the hiring and onboarding of GB Capital Seconded Employees.
d. Amendment No. 1 to the GB Capital Secondment Agreement replaced Exhibit A of the GB Capital Secondment Agreement with a new Exhibit A setting forth (i) approved GB Capital Seconded Employees; and (ii) the Company’s payment of a fee equal to 30% of aggregate employment costs for all of the GB Capital Seconded Employees. Any additions of employees beyond those set forth in Exhibit A requires prior review and approval by the Company’s Board of Directors (“Board”).
Except as expressly amended by Amendment No. 1 to the GB Capital Secondment Agreement, all other terms and conditions of the GB Capital Secondment Agreement remain unchanged and in full force and effect. The foregoing summary of Amendment No. 1 to the GB Capital Secondment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K (“Form 8-K”) and incorporated herein by reference.
(b) Amendment No. 1 to the Secondment Agreement with Northstrive Companies Inc.
On October 16, 2025, the Company entered into Amendment No. 1 to the Secondment Agreement (“Amendment No. 1 to the Northstrive Secondment Agreement”) with Northstrive Companies Inc., a California corporation (“Northstrive”), an entity wholly owned by the Company’s Non-Employee, Non-Executive Chairman, Braeden Lichti.
Amendment No. 1 to the Northstrive Secondment Agreement amends the Secondment Agreement between the Company and Northstrive dated May 7, 2025 (the “Northstrive Secondment Agreement”) as follows:
a. The effective date of the Northstrive Secondment Agreement was amended to October 16, 2025.
b. Section 4 of the Northstrive Secondment Agreement was amended and supplemented to state that the seconded employees of Northstrive (“Northstrive Seconded Employees”) are classified as exempt under applicable law and will be paid on a salary basis, while non-exempt Northstrive Seconded Employees will be paid hourly, with overtime in accordance with law. Amendment No. 1 to the Northstrive Secondment Agreement also added terms to Section 4 providing for: Northstrive Seconded Employees’ eligibility to participate in the Company’s group health plans on the same terms as similarly situated employees; and Northstrive’s proposal of milestone-driven bonuses or incentive payments for Northstrive Seconded Employees, subject to the Company’s prior written approval.
c. Terms were added to Section 5 providing for: (i) the Company’s reimbursement to Northstrive for all costs and expenses associated with any Northstrive Seconded Employee’s use of a company car in the course of providing services to the Company: (ii) the Company’s reimbursement to Northstrive for reasonable costs and expenses incurred in providing office space for Northstrive Seconded Employees during the secondment period, including rent, utilities, and related overhead, to the extent such office space is used for the performance of services for the Company; (iii) the Company’s provision of a mobile phone and/or reimbursement for certain costs associated with the phone if in performing the secondment, a mobile phone and/or associated service plan is reasonably required; and (iv) the Company’s reimbursement to Northstrive for fees actually incurred in connection with the hiring and onboarding of Northstrive Seconded Employees.
d. Amendment No. 1 to the Northstrive Secondment Agreement replaced Exhibit A of the Northstrive Secondment Agreement with a new Exhibit A setting forth (i) approved Northstrive Seconded Employees; and (ii) the Company’s payment of a fee equal to 30% of aggregate employment costs for all of the Northstrive Seconded Employees. Any additions of employees beyond those set forth in Exhibit A requires prior review and approval by the Company’s Board.
Except as expressly amended by Amendment No. 1 to the Northstrive Secondment Agreement, all other terms and conditions of the Northstrive Secondment Agreement remain unchanged and in full force and effect. The foregoing summary of Amendment No. 1 to the Northstrive Secondment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.2 to this Form 8-K and incorporated herein by reference.
(c) Amendment No. 4 to the Consulting and Services Agreement for Non-Employee Chief Executive Officer with GB Capital Ltd
On October 16, 2025, the Company entered into Amendment No. 4 to the Consulting and Services Agreement for Non-Employee Chief Executive Officer (“Amendment No. 4 to the GB Capital Consulting Agreement”) with GB Capital.
Amendment No. 4 to the Consulting and Services Agreement for Non-Employee Chief Executive Officer between the Company and GB Capital (the “GB Capital Consulting Agreement”) modified the terms of the GB Capital Consulting Agreement as follows:
a. Add terms to Section 3 to provide for a monthly housing reimbursement of $8,000 to GB Capital solely for the purpose of facilitating its performance of services in Newport Beach, California.
b. Amend and restate Section 5’s provisions regarding GB Capital’s independent contractor relationship with the Company;
c. Amend and restate Section 6’s provisions regarding GB Capital’s determination of the method, detail, and means of performing its services, subject to the results required by the Company set forth in the GB Capital Consulting Agreement and applicable Statements of Work, if any;
d. Amend and restate subsection 6(b)’s provisions regarding GB Capital’s ineligibility for the Company’s employee benefits;
e. Amend and restate subsection 6(c)’s provisions regarding GB Capital’s tax responsibilities for compensation paid under the GB Capital Consulting Agreement;
f. Add subsection 6(d) to provide for GB Capital’s express authorization to enter into contracts and make commitments on behalf of the Company, subject to any limitations or approval requirements established by the Board or as otherwise provided in writing by the Company;
g. Add subsection 6(e) to provide for GB Capital’s non-exclusive engagement as consultant under the GB Capital Consulting Agreement and permit GB Capital’s to provide services to other clients and other clients and to engage in other business activities; and
h. Add subsection 6(f) to state that the GB Capital Consulting Agreement does not create an employment, agency, partnership, fiduciary, or joint venture relationship between the Parties.
Additionally, Amendment No. 4 to the GB Capital Consulting Agreement replaces all references to “severance payment”, “Severance Payment”, and “Severance Event”) in the GB Capital Consulting Agreement with “termination payment,” “Termination Payment,” and “Termination Event,” respectively, on a nomenclature basis without changing the parties’ substantive rights or obligations.
Except as expressly amended in Amendment No. 4 to the GB Capital Consulting Agreement, the GB Capital Consulting Agreement remains in full force and effect. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 4 to the GB Capital Consulting Agreement, a copy of which is filed as Exhibit 10.3 to this Form 8-K and is incorporated herein by reference.
(c) Amendment No. 4 to the Consulting and Services Agreement for Non-Employee, Non-Executive Chairman between the Company and Northstrive Companies Inc.
On October 16, 2025, the Company entered into Amendment No. 4 to the Consulting and Services Agreement for Non-Employee, Non-Executive Chairman (“Amendment No. 4 to the Northstrive Consulting Agreement”) with Northstrive.
Amendment No. 4 to the Northstrive Consulting Agreement modified the terms of the Consulting and Services Agreement for Non-Employee, Non-Executive Chairman between the Company and Northstrive dated October 25, 2024 as follows:
a. Amend subsection 1(a) to state that NorthStrive’s the “Non-Executive Chairman” title is for consulting purposes only and does not confer officer, employee, or director status on Northstrive.
b. Replace all references to “Severance Payment” and “Severance Event” in Section 4 to “Termination Payment” and “Termination Event.”
c. Amend Section 4 to: (i) additionally provide that Northstrive is entitled to payment for all services performed and approved expenses incurred up to the effective date of termination of the Northstrive Consulting Agreement, (ii) remove any references in Section 4 to the requirement that Northstrive execute a separation agreement and release of claims as a condition to payment, and (iii) remove any language stating the Northstrive’s unvested options will not accelerate on termination not for Cause.
d. Amend Section 6 to state that Northstrive shall determine the method, details, and means of performing its services, subject only to the results required by the Company.
e. Amend and restate subsection 6(a) to provide that Northstrive is expressly authorized to enter into contracts and make commitments on behalf of the Company, subject to any limitations or approval requirements established by the Board or as otherwise provided in writing by the Company.
f. Amend and restate subsection 6(b)’s provisions regarding Northstrive’s ineligibility for the Company’s employee benefits;
g. Amend and restate subsection 6(c)’s provisions regarding Northstrive’s tax responsibilities for compensation paid under the Northstrive Consulting Agreement;
h. Amend Section 7 to state that Northstrive retains the right to provide services to others, subject to applicable noncompete/conflict provisions in the Northstrive Consulting Agreement; and
i. Add a new subsection 10(a) to emphasize that Northsrive does not have an employment relationship, partnership, joint venture, fiduciary, or agency relationship with the Company under the Northstrive Consulting Agreement.
Capitalized terms used in Item 1.01(c) of this Form 8-K but not otherwise defined have the meanings set forth in Amendment No. 4 to the Northstrive Consulting Agreement.
Except as expressly amended in Amendment No. 4 to the Northstrive Consulting Agreement, the Northstrive Consulting Agreement remains in full force and effect. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 4 to the Northstrive Consulting Agreement, a copy of which is filed as Exhibit 10.4 to this Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| + | Portions of this exhibit have been redacted |
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: October 21, 2025
| PMGC Holdings, Inc. | ||
| By: | /s/ Graydon Bensler | |
| Name: | Graydon Bensler | |
| Title: | Chief Executive Officer, Chief Financial Officer, and Director |
|
5
Exhibit 10.1
PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED BECAUSE IT IS NOT MATERIAL AND OF A TYPE THAT PMGC HOLDINGS INC. TREATS AS PRIVATE OR CONFIDENTIAL. SUCH REDACTED PORTIONS ARE INDICATED WITH “[***].”
AMENDMENT NO. 1 TO THE GB CAPITAL SECONDMENT AGREEMENT
This Amendment No. 1 to the Secondment Agreement (this “Amendment”) is effective as of October 16, 2025 (the “Effective Date”) and is entered into by and between PMGC Holdings Inc., a Nevada corporation (“PMGC”), and GB Capital Ltd, a British Columbia, Canada corporation (“Employer,” and together with PMGC, the “Parties”). Capitalized terms used but not otherwise defined herein have the meanings set forth in that certain Secondment Agreement between the Parties, dated as of July 25, 2025 (the “Agreement”).
RECITALS
WHEREAS, the Parties entered into the Agreement on July 25, 2025; and
WHEREAS, the Parties desire to amend the Agreement as set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Preamble; Effective Date. The first paragraph of the Agreement is hereby amended to replace “July 25, 2025” with “October 16, 2025” as the date referenced for the “Effective Date.”
2. Section 4 of the Agreement is hereby amended and supplemented by adding the following at the end of Section 4:“For employees classified as exempt under applicable law, compensation shall be paid on a salary basis. For employees classified as non- exempt under applicable law, compensation shall be paid on an hourly basis for all hours worked, with overtime (and any applicable premium pay) paid in accordance with applicable law, based on recorded hours worked and Employer’s timekeeping policies.”
3. The following is added to Section 4: “During the duration of the Agreement, PMGC will make Employee eligible to participate in PMGC’s group health plan(s) on the same terms and conditions generally applicable to similarly situated PMGC employees, subject to plan eligibility, waiting periods, and applicable law. Enrollment, coverage levels, and employee contributions shall be determined under the governing plan documents. Coverage will commence and terminate in accordance with the plan terms and will end no later than the effective date of the Agreement’s termination. The parties acknowledge that the Employee remains an employee of Employer for all other purposes unless otherwise stated.”
4. The following is added to Section 4: “From time to time, Employer may propose to grant milestone-driven bonus rewards or incentive payments to Employees in recognition of their services performed for PMGC. Any such bonus or incentive payment shall be optional and subject to the prior written approval of PMGC, including agreement on the applicable milestones and bonus amounts. PMGC shall have no obligation to reimburse Employer for any bonus or incentive payment unless and until such payment, the relevant milestones, and the amount have been expressly approved in writing by PMGC. Upon such approval, PMGC agrees to reimburse Employer for the full amount of the approved bonus rewards or incentive payments granted to Employees during the Secondment Period.”
5. The following is added to Section 5:“If any Employee utilizes a company car in the course of providing services to PMGC, PMGC shall reimburse Employer for all costs and expenses associated with the use of such company car, including but not limited to lease payments, insurance, maintenance, and fuel, for the duration of the Employee’s secondment to PMGC.”
6. The following is added to Section 5: “PMGC shall also reimburse Employer for reasonable costs and expenses incurred in providing office space for Employees during the Secondment Period, including rent, utilities, and related overhead, to the extent such office space is used for the performance of services for PMGC.”
7. The following is added to Section 5:“If, in performing the Secondment, a mobile phone and/or associated service plan is reasonably required, PMGC will provide such phone or reimburse all reasonable, properly documented costs of acquisition, activation, monthly service charges, and necessary accessories and taxes. Reimbursement will be made within thirty (30) days of receipt of appropriate invoices/receipts. Personal-use charges are excluded.”
8. The following is added to Section 5: “In addition to any other amounts payable under this Agreement, PMGC shall reimburse Employer for all reasonable, properly documented fees and costs actually incurred in connection with the hiring and onboarding of Employees seconded under this Agreement (‘Hiring Costs’). Employer shall invoice PMGC for Hiring Costs with supporting documentation, and PMGC shall pay undisputed amounts within thirty (30) days of receipt.”
9. Exhibit A to the Agreement is hereby deleted in its entirety and replaced with Exhibit A attached to this Amendment. Exhibit A attached to this Amendment is incorporated by reference to this Amendment.
10. Except as expressly amended by this Amendment, the Agreement remains unchanged and in full force and effect. This Amendment shall be read together with the Agreement, and all references in the Agreement to “this Agreement” shall mean the Agreement as amended by this Amendment.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to the Secondment Agreement effective as of the date first set forth above.
| PMGC Holdings Inc. | ||
| By: | /s/ George Kovalyov | |
| George Kovalyov | ||
| Director | ||
| GB Capital Ltd | ||
| By: | /s/ Graydon Bensler | |
| Graydon Bensler | ||
| Director | ||
Exhibit A – Approved Seconded Employees
Between: GB Capital Ltd. (“GB Capital”) and PMGC Holdings Inc. (“PMGC”)
PMGC shall pay to GB Capital a fee equal to thirty percent (30%) of the aggregate employment costs of all seconded employees. For purposes of the Secondment Agreement, ‘aggregate employment costs’ shall include: (1) gross payroll (including base salary, overtime, bonuses, and other direct compensation); (2) employer taxes (including but not limited to payroll taxes, CPP/EI, FICA, FUTA, or any equivalent contributions in the applicable jurisdiction); and (3) employee benefits (including but not limited to health, dental, vision, retirement plan contributions, insurance premiums, allowances, or other benefits provided). The management fee shall be invoiced monthly in arrears, based on the actual aggregate employment costs incurred for the applicable period. The positions and individuals listed in Exhibit A represent the approved seconded personnel and pre-approved future hires under the Secondment Agreement. Any additions of employees beyond those set forth in this Exhibit A shall require prior review and approval by the Board of Directors of PMGC.
| Name / Position | Title / Role | Employment Type | Management Fee | Description of Services | ||||
| [***] | [***] | Full-Time | 30% | [***] | ||||
| [***] | [***] | Full-Time | 30% | [***] | ||||
| [***] | [***] | Full-Time | 30% | [***] | ||||
| [***] | [***] | Full-Time | 30% | [***] | ||||
| [***] | [***] | Full-Time | 30% | [***] | ||||
| [***] | [***] | Full-Time | 30% | [***] |
| * | Salaries and salary ranges are subject to change based on experience, performance, and prevailing market conditions. |
4
Exhibit 10.2
PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED BECAUSE IT IS NOT MATERIAL AND OF A TYPE THAT PMGC HOLDINGS INC. TREATS AS PRIVATE OR CONFIDENTIAL. SUCH REDACTED PORTIONS ARE INDICATED WITH “[***].”
AMENDMENT NO. 1 TO THE NORTHSTRIVE SECONDMENT AGREEMENT
This Amendment No.1 to the Secondment Agreement (this “Amendment”) is effective as of October 16, 2025 (the “Effective Date”) and is entered into by and between PMGC Holdings Inc., a Nevada corporation (“PMGC”), and Northstrive Companies Inc., a California corporation (“Employer,” and together with PMGC, the “Parties”). Capitalized terms used but not otherwise defined herein have the meanings set forth in that certain Secondment Agreement between the Parties, dated as of May 7, 2025 (the “Agreement”).
RECITALS
WHEREAS, the Parties entered into the Agreement on May 7, 2025; and
WHEREAS, the Parties desire to amend the Agreement as set forth in this Amendment.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
| 1. | Preamble; Effective Date. The first paragraph of the Agreement is hereby amended to replace “May 7, 2025” with “October 16, 2025” as the date referenced for the “Effective Date.” |
| 2. | Section 4 (Payment of Salary and Other Benefits). Section 4 of the Agreement is hereby amended and supplemented as follows: |
| 3. | The following is added to Section 4: “For employees classified as exempt under applicable law, compensation shall be paid on a salary basis. For employees classified as non-exempt under applicable law, compensation shall be paid on an hourly basis for all hours worked, with overtime (and any applicable premium pay) paid in accordance with applicable law, based on recorded hours worked and Employer’s timekeeping policies. |
| 4. | The following is added to Section 4: “During the duration of the Agreement, PMGC will make Employee eligible to participate in PMGC’s group health plan(s) on the same terms and conditions generally applicable to similarly situated PMGC employees, subject to plan eligibility, waiting periods, and applicable law. Enrollment, coverage levels, and employee contributions shall be determined under the governing plan documents. Coverage will commence and terminate in accordance with the plan terms and will end no later than the effective date of the Agreement’s termination. The parties acknowledge that the Employee remains an employee of Employer for all other purposes unless otherwise stated.” |
| 5. | The following is added to Section 4: “From time to time, Employer may propose to grant milestone-driven bonus rewards or incentive payments to Employees in recognition of their services performed for PMGC. Any such bonus or incentive payment shall be optional and subject to the prior written approval of PMGC, including agreement on the applicable milestones and bonus amounts. PMGC shall have no obligation to reimburse Employer for any bonus or incentive payment unless and until such payment, the relevant milestones, and the amount have been expressly approved in writing by PMGC. Upon such approval, PMGC agrees to reimburse Employer for the full amount of the approved bonus rewards or incentive payments granted to Employees during the Secondment Period.” |
| 6. | The following is added to Section 5: “If any Employee utilizes a company car in the course of providing services to PMGC, PMGC shall reimburse Employer for all costs and expenses associated with the use of such company car, including but not limited to lease payments, insurance, maintenance, and fuel, for the duration of the Employee’s secondment to PMGC.” |
| 7. | The following is added to Section 5: “PMGC shall also reimburse Employer for reasonable costs and expenses incurred in providing office space for Employees during the Secondment Period, including rent, utilities, and related overhead, to the extent such office space is used for the performance of services for PMGC.” |
| 8. | The following is added to Section 5: “If, in performing the Secondment, a mobile phone and/or associated service plan is reasonably required, PMGC will provide such phone or reimburse all reasonable, properly documented costs of acquisition, activation, monthly service charges, and necessary accessories and taxes. Reimbursement will be made within 30 days of receipt of appropriate invoices/receipts. Personal-use charges are excluded.” |
| 9. | The following is added to Section 5: “In addition to any other amounts payable under this Agreement, PMGC shall reimburse Employer for all reasonable, properly documented fees and costs actually incurred in connection with the hiring and onboarding of Employees seconded under this Agreement (‘Hiring Costs’). Employer shall invoice PMGC for Hiring Costs with supporting documentation, and PMGC shall pay undisputed amounts within 30 days of receipt.” |
| 10. | Exhibit A to the Agreement is hereby deleted in its entirety and replaced with Exhibit A attached to this Amendment. Exhibit A attached to this Amendment is incorporated by reference to this Amendment. |
| 11. | Except as expressly amended by this Amendment, the Agreement remains unchanged and in full force and effect. This Amendment shall be read together with the Agreement, and all references in the Agreement to “this Agreement” shall mean the Agreement as amended by this Amendment. |
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have executed this Amendment No.1 to the Secondment Agreement effective as of the date first set forth above.
| PMGC Holdings Inc. | ||
| By: | /s/ George Kovalyov | |
| George Kovalyov | ||
| Director | ||
| NorthStrive Companies Inc. | ||
| By: | /s/ Braeden Lichti | |
| Braeden Lichti | ||
| Chief Executive Officer | ||
EXHIBIT A
List of Employees, Term of Secondment, Hours, Reimbursement and Summary of Services
| Name of Employee | Commencement of Secondment | Termination of Secondment | Hours per Week | Management Rate | Summary of Services to be Provided & Current Salary* | |||||
| [***] | [***] | At will employment | Full time | 30% | [***] | |||||
| [***] | [***] | At will employment | Part Time | 30% | [***] | |||||
| [***] | [***] | At will employment | Part time | 30% | [***] | |||||
| [***] | [***] | At will employment | Full Time | 30% | [***] | |||||
| [***] | [***] | At will employment | Full Time | 30% | [***] | |||||
| [***] | [***] | At will employment | Full Time | 30% | [***] | |||||
| [***] | [***] | At will employment | Full Time | 30% | [***] |
| * | Salaries and salary ranges are subject to change based on experience, performance, and prevailing market conditions. |
PMGC Holdings Inc. (“PMGC”) shall pay to Northstrive Companies Inc. a fee equal to thirty percent (30%) of the aggregate employment costs of all seconded employees. For purposes of this Secondment Agreement, ‘aggregate employment costs’ shall include: (1) gross payroll (including base salary, overtime, bonuses, and other direct compensation); (2) employer taxes (including but not limited to payroll taxes, CPP/EI, FICA, FUTA, or any equivalent contributions in the applicable jurisdiction); and (3) employee benefits (including but not limited to health, dental, vision, retirement plan contributions, insurance premiums, allowances, or other benefits provided). The management fee shall be invoiced monthly in arrears, based on the actual aggregate employment costs incurred for the applicable period. The positions and individuals listed in Exhibit A represent the approved seconded personnel under the Secondment Agreement. Any additions of employees beyond those set forth in this Exhibit A shall require prior review and approval by the Board of Directors of PMGC.
4
Exhibit 10.3
AMENDMENT NO. 4
TO THE CONSULTING AND SERVICES AGREEMENT
FOR NON-EMPLOYEE CHIEF EXECUTIVE OFFICER
This Amendment No. 4 to the Consulting and Services Agreement for Non-Employee Chief Executive Officer (this “Amendment No. 4”) is effective as of October 16, 2025 (the “Effective Date”) and is entered into by and between PMGC Holdings Inc., a Nevada corporation (“Company”), and GB Capital Ltd, a British Columbia, Canada corporation (“Consultant,” and together with the Company, the “Parties”). Capitalized terms used but not otherwise defined herein have the meanings set forth in that certain Consulting and Services Agreement for Non-Employee Chief Executive Officer between the Parties, dated October 25, 2024, as amended (the “Second A&R Agreement”).
RECITALS
WHEREAS, the Parties entered into the Second A&R Agreement on October 25, 2024;
WHEREAS, the Parties entered into Amendment No. 1 to the Second A&R Agreement on October 25, 2024 (“Amendment No. 1”);
WHEREAS, the Parties entered into Amendment No. 2 to the Second A&R Agreement on April 3, 2025 (“Amendment No. 2”);
WHEREAS, the Parties entered into Amendment No. 3 to the Second A&R Agreement on August 12, 2025 (“Amendment No. 3”); and
WHEREAS, the Parties desire to further amend the Second A&R Agreement as set forth in this Amendment No. 4.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
| 1. | No Employment Relationship. |
| a. | Section 5 of the Second A&R Agreement is hereby amended and restated in its entirety as follows: “5. Independent Contractor. Consultant’s relationship with Company is and shall remain that of an independent contractor. Neither Consultant nor any of its personnel shall be, or be deemed to be, employees, agents, representatives, partners, fiduciaries, joint venturers, or officers or directors of the Company for any purpose, including without limitation under any tax, labor, employment, benefits, or similar laws. The title ‘Non-Employee Chief Executive Officer’ used in connection with Consultant’s Services is for consulting and descriptive purposes only and does not confer employee, officer, director, agency, fiduciary, or representative status. Consultant and its personnel have no authority to, and shall not, bind the Company, enter into contracts, or make representations on behalf of the Company unless expressly authorized in a writing signed by the Company.” |
| b. | Section 6 of the Second A&R Agreement is hereby amended and restated in its entirety as follows: “6. Provision of Services; Control of Work. Consultant shall determine the method, details, and means of performing the Services, subject only to the results required by the Company as set forth in the Second A&R Agreement and applicable Statements of Work, if any.” |
| 2. | Taxes; Withholdings. |
| a. | Section 6(c) of the Second A&R Agreement (“Withholding; Indemnification”) is hereby amended and restated in its entirety as follows: “6(c) Taxes; Withholdings; Indemnification. Consultant is solely responsible for all taxes, withholdings, and statutory contributions (including, without limitation, income, franchise, sales/use, employment, payroll, social security, CPP, EI, workers’ compensation, and similar items) arising from any compensation or reimbursements paid under this Second A&R Agreement. The Company will not withhold any amounts for taxes, social security, or similar items from payments made to Consultant. Consultant shall indemnify, defend, and hold harmless the Company from and against any claims, assessments, interest, penalties, or liabilities arising from Consultant’s obligations under this Section 6(c).” |
| 3. | No Benefits. |
| a. | Section 6(b) of the Second A&R Agreement (“No Benefits”) is hereby amended and restated in its entirety as follows: “6(b) No Company Benefits. Neither Consultant nor any of its personnel is eligible for any Company employee benefits, including without limitation health insurance, retirement plans, paid time off, equity plans intended solely for employees, or other employee benefits, except as expressly set forth in this Second A&R Agreement (e.g., reimbursement of pre-approved expenses). To the extent Consultant or any of its personnel otherwise would be eligible for any Company employee benefits but for this Second A&R Agreement, Consultant, on behalf of itself and its personnel, expressly waives and declines such benefits.” |
| 4. | No Agency; No Authority to Bind. |
| a. | A new Section 6(d) is hereby added to the Second A&R Agreement as follows: “6(d) Authority to Bind. Notwithstanding the foregoing, Consultant, in Consultant’s capacity with the Company, is expressly authorized to enter into contracts and make commitments on behalf of the Company, subject to any limitations or approval requirements established by the Company’s Board of Directors or as otherwise provided in writing by the Company. Except as set forth in this Section, Consultant and its personnel shall have no authority to bind the Company, enter into contracts, or make any commitments or representations on behalf of the Company, unless expressly authorized in a prior written instrument signed by an authorized officer or director of the Company.” |
| 5. | No Exclusivity; Time Commitment. |
| a. | A new Section 6(e) is hereby added to the Second A&R Agreement as follows: “6(e) Non-Exclusivity; Time Allocation. The engagement under this Second A&R Agreement is non-exclusive and does not require 100% of Consultant’s or its personnel’s time. Subject to Consultant’s obligations under this Second A&R Agreement (including, without limitation, Section 7 (Services for Competitors) and confidentiality obligations), Consultant is free to provide services to other clients and to engage in other business activities. Consultant shall allocate such time and resources as it deems reasonably necessary to perform the Services and meet agreed results and deadlines.” |
| 6. | Relationship Clarification. |
| a. | A new Section 6(f) is hereby added to the Second A&R Agreement as follows: “6(f) No Employment, Agency, Partnership, Fiduciary, or Joint Venture. Nothing in this Second A&R Agreement shall be construed to create an employment, agency, partnership, fiduciary, or joint venture relationship between the Parties.” |
| 7. | Housing Reimbursement. |
| a. | The following is added to Section 3 (Expenses) of the Second A&R Agreement as follows: “Consultant shall be entitled to a housing reimbursement of $8,000 per month, solely for the purpose of facilitating the performance of Services in Newport Beach, California. This reimbursement shall be provided solely for housing expenses actually incurred by Consultant in connection with the Services under this Second A&R Agreement, shall be subject to the Company’s standard expense substantiation requirements, and shall not constitute, and shall not be deemed, an employee benefit of any kind. Nothing in this Second A&R Agreement shall be construed to create an employment relationship between Consultant and the Company.” |
| 8. | Termination Event. |
| a. | All references in the Second A&R Agreement to “severance payment” and “Severance Payment” are hereby replaced with “termination payment” and “Termination Payment,” respectively. |
| b. | All references in the Agreement to “Severance Event” are hereby replaced with “Termination Event,” and the definition currently titled “Severance Event” is retitled “Termination Event,” with the text of the definition remaining unchanged. |
| c. | The parties agree these changes are nomenclature updates only and do not modify the substantive rights or obligations of either party. |
| 9. | Conforming Changes; No Other Modifications. |
| a. | For clarity, the name of the Second A&R Agreement as amended by Amendment No. 3 remains “Consulting and Services Agreement for Non-Employee Chief Executive Officer,” and all references herein to the “Second A&R Agreement” are to such agreement, as previously amended by Amendment Nos. 1–3 and as further amended by this Amendment No. 4. |
| b. | Except as expressly amended by this Amendment No. 4, the Second A&R Agreement remains unchanged and in full force and effect. |
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have executed this Amendment No. 4 to the Consulting and Services Agreement for Non-Employee Chief Executive Officer effective as of the date first set forth above.
| PMGC Holdings Inc. | ||
| By: | /s/ George Kovalyov | |
| George Kovalyov | ||
| Director | ||
| GB Capital Ltd | ||
| By: | /s/ Graydon Bensler | |
| Graydon Bensler | ||
| Director | ||
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Exhibit 10.4
AMENDMENT NO. 4 TO THE CONSULTING AND SERVICES AGREEMENT
FOR NON-EMPLOYEE, NON-EXECUTIVE CHAIRMAN
This Amendment No. 4 (this “Amendment No. 4”) to the Consulting and Services Agreement for Non-Employee, Non-Executive Chairman is effective as of October 16, 2025 (the “Effective Date”), and is entered into by and between PMGC Holdings Inc., a Nevada corporation (“Company”), and NorthStrive Companies Inc., a California corporation (“Consultant,” and together with the Company, the “Parties”). Capitalized terms used but not otherwise defined herein have the meanings set forth in that certain Second Amended and Restated Consulting Agreement for, Non-Executive Chairman between the Parties, dated October 25, 2024 (the “Second A&R Agreement”).
RECITALS
WHEREAS, the Parties entered into the Second A&R Agreement on October 25, 2024;
WHEREAS, the Parties entered into Amendment No. 1 to the Second A&R Agreement on October 25, 2024;
WHEREAS, the Parties entered into Amendment No. 2 to the Second A&R Agreement on April 3, 2025;
WHEREAS, the Parties entered into Amendment No. 3 to the Second A&R Agreement on August 12, 2025;
WHEREAS, the Parties desire to amend the Amended and Restated Consulting and Services Agreement for Non-Employee, Non-Executive Chairman as set forth in this Amendment No. 4.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
| 1. | A new recital is added to the Second A&R Agreement as follows: “Whereas, the Consultant is engaged as an independent contractor, not as an employee, agent, or representative of the Company.” |
| 2. | The subsection 1(a) titled “Non-executive Chairman” is amended to add the following parenthetical after “non-executive Chairman”: “(This title is for consulting purposes only and does not confer employee, officer, or director status).” |
| 3. | Section 4, titled “Termination and Resignation,” is amended to replace all references to “Severance Payment” with “Termination Payment” and all references to “Severance Event” are replaced with “Termination Event.” |
| 4. | In Section 4, a new sentence is added as follows: “Upon termination of this Agreement for any reason, Consultant shall be entitled to payment for all services performed and approved expenses incurred up to the effective date of termination.” |
| 5. | In Section 4, any requirement that, if the Consultant is not terminated for Cause, the Consultant execute a separation agreement and release of claims as a condition to payment, and any language stating the Consultant’s unvested options will not accelerate on termination not for Cause, are hereby deleted. |
| 6. | Section 5, titled “Independent Contractor,” is amended and restated to add: “Consultant shall provide its own office space, equipment, and supplies necessary to perform the Services, unless otherwise agreed in writing by the Company.” |
| 7. | Section 6, titled “Provision of Services,” is amended to read: “Consultant shall determine the method, details, and means of performing the Services, subject only to the results required by the Company.” |
| 8. | Subsection 6(a), titled “No Authority to Bind Company”, is amended and restated to read: “Notwithstanding the foregoing, Consultant, in Consultant’s capacity with the Company, is expressly authorized to enter into contracts and make commitments on behalf of the Company, subject to any limitations or approval requirements established by the Company’s Board of Directors or as otherwise provided in writing by the Company. Except as set forth in this Section, Consultant and its personnel shall have no authority to bind the Company, enter into contracts, or make any commitments or representations on behalf of the Company, unless expressly authorized in a prior written instrument signed by an authorized officer or director of the Company.” |
| 9. | Subsection 6(b), titled “No Benefits”, is amended and restated to read: “Neither Consultant nor any of its personnel is eligible for any Company employee benefits, including without limitation health insurance, retirement plans, paid time off, equity plans intended solely for employees, or other employee benefits, except as expressly set forth in this Second A&R Agreement (e.g., reimbursement of pre-approved expenses). To the extent Consultant or any of its personnel otherwise would be eligible for any Company employee benefits but for this Second A&R Agreement, Consultant, on behalf of itself and its personnel, expressly waives and declines such benefits.” |
| 10. | The section 6(c), titled “Withholding; Indemnification”, is amended and restated to read: “Consultant is solely responsible for all taxes, withholdings, and statutory contributions arising from the compensation paid under this Second A&R Agreement. The Company will not withhold any amounts for taxes, social security, or similar items. Consultant shall indemnify, defend, and hold harmless the Company from and against any claims, assessments, interest, penalties, or liabilities arising from Consultant’s obligations under this section.” |
| 11. | Section 7, titled “Services for Competitors”, is amended to add the following at the end: “Consultant retains the right to provide services to others, subject to applicable non- compete/conflict provisions herein.” |
| 12. | A new subsection 10(a) is added to Section 10, titled “Miscellaneous”, as follows: “a. Independent Contractor Relationship. The Parties acknowledge and agree that nothing in this Agreement shall be construed as creating an employment relationship, partnership, joint venture, fiduciary, or agency relationship between the Company and Consultant or any of its personnel.” |
| 13. | Subsections 10(a) (Governing Law), 10(b) (Entire Agreement; Other Agreements), 10(c) (Amendments and Waivers), 10(d) (Successors and Assigns), 10(e) Notices, 10(f) Severability, 10(g) (Construction), and 10(h) (Signatures) are hereby shifted down in sequence to subsections 10(b), 10(c), 10(d), 10(e), 10(f), 10(g), 10(h), and 10(i), respectively, in order to provide for the insertion of new subsections 10(a) (Independent Contractor Relationship) as set forth in paragraphs 12 of Amendment No. 4. |
IN WITNESS WHEREOF, the Parties have executed this Amendment No. 4 to the Consulting and Services Agreement for Non-Employee, Non-Executive Chairman as of the Effective Date first written above.
| COMPANY: | ||
| PMGC Holdings Inc. | ||
| By: | /s/ George Kovalyov | |
| Name: | George Kovalyov | |
| Title: | Director | |
| CONSULTANT: | ||
| NorthStrive Companies Inc. | ||
| By: | /s/ Braeden Lichti | |
| Name: | Braeden Lichti | |
| Title: | Chief Executive Officer | |
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