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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): December 17, 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.
(a) On December 17, 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 December 22, 2025, 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 December 17, 2025. | |
| 99.2 | Press Release dated December 22, 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: December 22, 2025
| PMGC Holdings, Inc. | ||
| By: | /s/ Graydon Bensler | |
| Name: | Graydon Bensler | |
| Title: | Chief Executive Officer | |
2
Exhibit 99.1
NorthStrive Biosciences Advances to Phase III of AI-Driven Drug Discovery Program Toward Validation of Multiple Potential Drug Compounds & Discoveries
| ● | Phase III is intended to generate meaningful biological data on potential drug compounds prioritized by YuvaBio’s classifier, which applies proprietary machine-learning methods to identify candidates targeting muscle preservation through improvements in mitochondrial function. |
| ● | Experimental work designed to identify candidates that may upregulate ANT1, a key gene involved in metabolic function and muscle integrity. |
| ● | Phase III is expected to accelerate discovery on small-molecule candidates which may promote mitochondrial health and support muscle preservation: using an exclusive dataset on mitochondrial biogenesis, the AI prioritization focuses experimental testing on the most promising candidates, reducing the number of compounds advanced for subsequent development. |
NEWPORT BEACH, Calif., December 17, 2025 (GLOBE NEWSWIRE) – NorthStrive Biosciences Inc. (“NorthStrive Biosciences”), a subsidiary of PMGC Holdings Inc. (NASDAQ:ELAB) (“PMGC” or the “Company”), today announced the initiation of Phase III of its AI Development Program (“AI Development Program”) with Yuva Biosciences, Inc. (“YuvaBio”) under the Development and License Agreement ("Agreement") between the parties. Phase III will advance AI-driven compound identification in Phase II of the AI Development Program to experimental validation, marking a significant step towards advancing NorthStrive Biosciences’ pipeline of therapies addressing obesity and related metabolic conditions.
Phase III is intended to build on the results of Phase II, in which YuvaBio used its proprietary mitochondrial science-focused artificial intelligence platform, MitoNova™, to identify a shortlist of small-molecule candidates, prioritized through computational screening, with potential to promote mitochondrial health and support muscle preservation. This is a concern of growing importance in obesity treatment, particularly for patients using GLP-1 receptor agonists. YuvaBio will now begin generating biological data on these AI-selected compounds, including cytotoxicity screening and ANT1 expression testing at multiple timepoints. Phase III is expected to take approximately 6 to 9 weeks.
About Yuva Biosciences, Inc.
Yuva Biosciences, Inc. is a biotechnology company leveraging mitochondrial science and advanced artificial intelligence to identify and develop therapeutic candidates targeting aging-related and metabolic pathways. Its proprietary AI platform, MitoNova™, integrates biological, chemical, and mitochondrial-function datasets to accelerate the discovery of compounds with potential to improve cellular energy, metabolic health, and tissue function. YuvaBio is headquartered in Birmingham, Alabama. For more information, please visit www.yuvabio.com.
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 four wholly owned subsidiaries: Northstrive Biosciences Inc., PMGC Capital LLC, Pacific Sun Packaging, Inc., and AGA Precision Systems 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
Exhibit 99.2
AGA Precision Systems LLC Achieves Globally Recognized AS9100 Certification for Aerospace, Defense, and Space Manufacturing, Exploring Future Humanoid Robotics Integration
| ● | Certification will Strengthen AGA’s Current Position in Aerospace, Defense and Space Manufacturing Sector |
NEWPORT BEACH, Calif. – December 22, 2025 — PMGC Holdings Inc. (Nasdaq: ELAB) (“PMGC,” the “Company,” “we,” or “our”) today announced that its wholly owned subsidiary, AGA Precision Systems LLC (“AGA”), successfully achieved AS9100 certification, the globally recognized quality management standard specific to the aerospace, defense and space industries.
AS9100 is the globally recognized quality management standard for organizations that design, develop, or provide aerospace, defense, space and aviation products and services. With requirements set by the International Aerospace Quality Group (IAQG), achievement of the certification attests that a company has implemented a structured, process-based quality management system that enhances operational excellence and product reliability.
With AS9100 certification, the Company believes AGA is now positioned to deepen relationships with its current aerospace, defense and space customers by supporting more complex, regulated programs that may drive increased demand and recurring work.
The Company is researching and evaluating the integration of humanoid robotics and advanced robotic automation systems into its manufacturing facilities as part of its long-term strategy to drive operational excellence and next-generation manufacturing capabilities. These initiatives are currently under evaluation, and there can be no assurance that any such integration will occur or result in the anticipated benefits.
About AGA Precision Systems LLC
AGA Precision Systems LLC is a specialized CNC machine shop focused on high-tolerance milling, turning, mold manufacturing, and machining of complex metals including titanium and Inconel. The company serves customers across the aerospace, defense, space and industrial sectors, delivering precision components to demanding technical specifications.
Founded over a decade ago, AGA has built a strong reputation for quality and reliability, having grown its business exclusively through referrals and repeat orders without a formal sales or marketing function. Its long-standing customer relationships and niche capabilities have supported consistent operating profitability from its base in California.
About PMGC Holdings Inc.
PMGC Holdings Inc. is a diversified public holding company focused on acquiring and growing businesses that provide essential products and services to critical end markets. Through strategic acquisitions, PMGC is building a portfolio of operating companies currently anchored in US manufacturing, advanced technologies, for sustainable long-term growth.
For more information, please visit 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.
Investor Relations Contact:
Email: IR@pmgcholdings.com