8-K

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

Dateof Report (Date of earliest event reported): March 24, 2026

PMGC Holdings Inc.
(Exact<br> name of registrant as specified in its charter)
Nevada	001-41875	33-2382547
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(State<br> or other jurisdiction<br><br> of incorporation)	(Commission<br> File Number)	(I.R.S.<br> Employer<br><br> Identification No.)
c/o 120 Newport Center Drive Newport Beach, CA	92660
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(Address<br> of principal executive offices)	(Zip<br> 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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<br> Stock, $0.0001 par value	ELAB	The<br> 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. ☐

Item1.01 Entry into a Material Definitive Agreement.

ThirdAmendment to License Agreement between Northstrive Biosciences Inc. and MOA Life Plus Co., Ltd.

As of March 24, 2026 (“Effective Date”), Northstrive Biosciences Inc. (“Northstrive”), a wholly owned subsidiary of PMGC Holdings Inc. (the “Company”), entered into a Third Amendment to License Agreement (the “Third Amendment”) with MOA Life Plus Co., Ltd. (“MOA”), a corporation organized under the laws of the Republic of Korea. The Third Amendment further amends that certain License Agreement originally entered into by the Company and MOA on April 30, 2024, as amended (“License Agreement”).

The Third Amendment amends and restates Exhibit C of the License Agreement in its entirety, updating the achievement of certain milestones for the Field (as defined in the License Agreement), including certain phases for pre-clinical trials and associated events for Investigational New Drug Applications, and the timeline for such milestones. Such milestones and timelines are as further set forth in the Third Amendment. Additionally, upon execution of the Third Amendment and within 30 days after the Effective Date, the Company shall pay MOA monetary value as consideration for entry into the Third Amendment.

The foregoing description of the Third Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Third<br> Amendment to License Agreement between Northstrive Biosciences Inc. and MOA Life Plus Co., Ltd.+
104	Cover<br> Page Interactive Data File (formatted in Inline XBRL).
+	Portions<br> of this exhibit have been redacted.
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1

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: March 27, 2026

PMGC<br> Holdings, Inc.
By:	/s/<br> Graydon Bensler
Name:	Graydon<br> Bensler
Title:	Chief<br> Executive Officer

2

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 “[***].”

THIRD AMENDMENT

To

LICENSE AGREEMENT

This THIRD AMENDMENT TO LICENSE AGREEMENT (“ThirdAmendment”) is entered and made effective as the date of last signature (the “Third Amendment Effective Date”), by and between:

(a)	Northstrive Biosciences Inc., f/k/a Elevai Biosciences, Inc. (a subsidiary of PMGC Holdings, Inc. f/k/a<br>Elevai Labs, Inc., “PMGC”) with an office at 120 Newport Center Drive, Suite 250, Newport Beach, California 92660,<br>U.S.A (“Northstrive”); and
(b)	MOA Life Plus Co., Ltd., a corporation duly organized and existing under Korean law, with its head office<br>at A-7F U-Tower, 767, Sinsu-ro, Suji-gu, Yongin-si, Gyeonggi-do, 16827, Korea (hereinafter referred to as “MOA”).
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WHEREAS, PMGC and MOA entered into that certain License Agreement dated April 30, 2024 (the “Original Agreement”);

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WHEREAS, PMGC assigned the Original Agreement to Northstrive pursuant to that certain Assignment and Assumption Agreement dated February 28, 2025 (accordingly all references to Elevai set forth in this Third Amendment are understood to refer to Northstrive);

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WHEREAS, Northstrive and MOA entered into that First Amendment to License Agreement in March 2025 under which the licensed “Field” was expanded to include uses in animal health (the “First Amendment”);

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WHEREAS, Northstrive and MOA entered into that Second Amendment to License Agreement on May 12, 2025 to further amend the Original Agreement to specify the application, and non-application, of definitions and provisions relating the expanded Field of animal health; and

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WHEREAS, Northstrive and MOA now wish to further clarify and amend the Original Agreement as set forth in this Third Amendment, in regard to the achievement of milestones for the Field of human health under Section 1.20(a) and timelines for making accompanying milestone payments.

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NOW THEREFORE, in consideration of the mutual covenants of the parties and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

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1.	All capitalized terms used, but not otherwise defined, in this Third Amendment shall have the same meaning<br>given to them in the Original Agreement. All references to “Agreement” in the Original Agreement and this Third Amendment<br>are deemed to include the First Amendment and this Third Amendment.

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2.	Exhibit C (Development Milestones) is hereby amended and restated in its entirety to state the following:

EXHIBIT C Development Milestones

	[***]
Initiation of pre-clinical IND-enabling study	[***]
Submission to FDA of an IND	[***]
Initiation of a Phase 1 Clinical Trial	[***]
Initiation of a Phase 2 Clinical Trial	[***]
Initiation of a Phase 3 Clinical Trial	[***]
Obtain Marketing Approval from FDA	[***]

Notwithstanding the foregoing development milestones, and solely with respect to the Licensed Product designated BLS-M22, the Parties acknowledge that Northstrive may, based on its scientific assessment and regulatory strategy, determine that initiation of a Phase 1 clinical trial is not required prior to initiation of a Phase 2 clinical trial. In such event, Northstrive will be excused from satisfying the development milestone for Initiation of a Phase 1 Clinical Trial with respect to BLS-M22 upon providing MOA with written documentation, reasonably acceptable to MOA, demonstrating the scientific, preclinical, or regulatory basis supporting direct initiation of a Phase 2 clinical trial for such Compound. Upon MOA’s written acknowledgement of such documentation, not to be unreasonably withheld, conditioned, or delayed, Northstrive’s obligations with respect to the achievement of the Initiation of a Phase 1 Clinical Trial development milestone for BLS-M22 shall be waived to reflect direct progression to Phase 2 clinical trial with such Compound. For clarity, and consistent with Section 4.3, in the event of Northstrive’s initiation of a Phase 2 clinical trial for BLS-M22 without having first initiated a Phase 1 clinical trial (as permitted under this amended Exhibit C), Northstrive’s development milestone payment obligation with respect to the Initiation of a Phase 1 Clinical Trial shall be paid along with the milestone payment due for Northstrive’s initiation of a Phase 2 clinical trial.

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3.	The following Section 4.5 (Third Amendment Consideration) is hereby added to Article 4 of the Agreement:

4.5        ThirdAmendment Consideration. Upon execution of the Third Amendment, and within thirty (30) days after the Third Amendment Effective Date, PMGC shall pay to MOA a one-time, non-creditable, and non-refundable amendment fee of [***].

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4.	This Third Amendment may be executed in two or more counterparts, each of which will be deemed an original<br>but all of which together will constitute one and the same instrument. In addition, signatures affixed and transmitted electronically<br>will be effective in all respects and treated the same as original hand-written signatures placed on hard copies.

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[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned duly authorized representatives of the parties have executed this Third Amendment and cause it to be effective as of the Third Amendment Effective Date.

NORTHSTRIVE BIOSCIENCES, INC.		MOA Life Plus Co., Ltd.
By:	/s/ Graydon Bensler	By:	/s/ Tiger Yoon
Print Name:	Graydon Bensler	Print Name:	Tiger Yoon
Title:	Chief Executive Officer	Title:	COO
Date:	3-23-2026	Date:	3-24-2026