ELAB 8-K
PMGC Holdings Inc. (ELAB)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
Current Report
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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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:
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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 | ||
| The |
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) Trademark License Agreement between the Company and NorthStrive Companies Inc.
On August 27, 2026, PMGC Holdings Inc. (the “Company”) entered into a Trademark License Agreement (“Trademark License Agreement”) with NorthStrive Companies Inc., a California corporation wholly owned by the Company’s Chairman, Braeden Lichti (“NorthStrive Companies”). Under the Trademark License Agreement, NorthStrive Companies granted a limited, non-exclusive, non-transferable, revocable, and royalty-free license (“License”) to the Company to use the NorthStrive Marks (as defined below). Subject to the terms of the Trademark License Agreement, including, amongst other things, NorthStrive Companies’ approval, the Company may allow its operating subsidiaries to use the NorthStrive Marks. As consideration for the License, the Company agreed to pay a license fee of $1.00 to NorthStrive Companies, subject to additional royalty or fee terms under the Trademark License Agreement. The term of the Trademark License Agreement is five (5) years, unless earlier terminated thereunder, such term commencing on the date of the Trademark License Agreement.
“NorthStrive Marks” means name and trademark “NorthStrive”, together with all related trademarks, service marks, trade names, logos, applications, registrations, and associated goodwill used or owned by NorthStrive Companies.
The foregoing description of the Exchange Agreement does not purport to be complete and are each qualified in their entirety by reference to the full text of the forms of the Trademark License Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
(b) Exchange Agreement with Streeterville Capital LLC
On August 21, 2026, the Company entered into an Exchange Agreement (“Exchange Agreement”) with Streeterville Capital LLC (“Streeterville”). Under the Exchange Agreement, the Company and Streeterville will partition a new Secured Pre-Paid Purchase in the original amount of $8.00 (“Partitioned Amount”) from that certain Secured Pre-paid Purchase # 2 in the original principal amount of $3,278,700 (“Second Pre-Paid Purchase”) issued under that certain Securities Purchase Agreement dated September 23, 2025 between the Company and Streeterville. As a result of this partition, the balance of the Secured Pre-paid Purchase will be reduced by an amount equal to the Partitioned Amount. Further, the Company and Streeterville will exchange the Second Pre-Paid Purchase for 80,000 shares of the Company’s common stock, par value $0.0001 per share (such common stock, “Common Stock”), and such 80,000 shares of Common Stock being exchanged, the “Exchange Shares”). Streeterville agreed to surrender the Second Pre-paid Purchase to the Company and the Company agreed to issue to Streeterville Capital the Exchange Shares upon execution of the Exchange Agreement. Upon surrender, the Second Pre-Paid Purchase will be solely evidenced by the Exchanged Shares, and the parties agreed that the outstanding balance of the Second Pre-Paid Purchase immediately following the reduction of the Partitioned Amount is $1,071,339.8. At such time as the outstanding balance on the Second Pre-Paid Purchase is zero and the Commitment Period (as defined in the Securities Purchase Agreement) has ended, the Company may repurchase the Exchange Shares upon a written request delivered to the Company after the later of both such events, and within thirty Trading Days of such written request from the Company. Then, Streeterville will deliver to the Company a number of shares of Common Stock equal to the number of Exchange Shares, and the Company will pay Streeterville $0.0001 for each such Exchange Share prior to Streeterville’s delivery of such shares. The parties agreed to customary representations and warranties for transactions of this type. Capitalized terms set forth herein but not otherwise defined have the meanings set forth in the Exchange Agreement.
The foregoing description of the Exchange Agreement does not purport to be complete and are each qualified in their entirety by reference to the full text of the forms of the Exchange Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 3.03 Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
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Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Previously, the Company filed a Certificate of Amendment to the Company’s Articles of Incorporation, as amended (the “Certificate of Amendment”), to effect a 1-for-10 reverse stock split (the “Split”) of the shares of the Company’s authorized, issued, and outstanding shares of common stock, par value $0.0001 per share (“Common Stock”), such Split to be effective on Augus 21, 2026 at 12:00 a.m. Eastern Standard Time (the “Effective Time”).
The Certificate of Amendment provided that at the Effective Time, every ten (10) shares of the Company’s issued and outstanding Common Stock would be automatically combined, without any action on the part of the holder thereof, into one (1) share of Common Stock. The Certificate of Amendment also provided that the Company’s authorized shares of capital stock would be 508,333,334 shares, comprised of 8,333,334 shares of Common Stock and 500,000,000 shares of preferred stock, par value $0.0001 per share.
The Common Stock began trading on a Split-adjusted basis on The Nasdaq Capital Market when the market opened on August 21, 2026. The trading symbol for the Common Stock remained “ELAB” after the Split. The Common Stock was assigned a new CUSIP number (73017P607) following the Split.
The Split had no effect on the par value of the Common Stock. No fractional shares were issued in connection with the Split and stockholders received one share of Common Stock in lieu of a fractional share.
To reflect the Split, the Company proportionally adjusted the number of shares of Common Stock (i) underlying its outstanding stock awards, (ii) underlying its outstanding options, (iii) reserved under its equity incentive plan, (iv) underlying its outstanding warrants, and (v) proportionally adjusted the exercise price of its outstanding warrants.
A copy of the Certificate of Amendment is filed hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On August 25, 2026,the Company issued a press release announcing the Company’s entry into the Term Sheet further described in Item 8.01 below. The press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
On August 26, 2026, the Company issued a press release announcing the termination of a previously disclosed acquisition of a 76% controlling interest in a privately held Arizona-based precision machining and contract manufacturing company.. A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
The information presented in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 shall not be deemed to be “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, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or specifically incorporates it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act.
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Item 8.01 Other Events.
Non-Binding Term Sheet with Orbit2Orbit Inc.
On August 21, 2026, PMGC Holdings Inc. (the “Company”) entered into a non-binding term sheet (“Term Sheet”) with Orbit2Orbit Inc., a corporation headquartered in Australia (“Orbit2Orbit”). The Term Sheet contemplates three transactions:
The first transaction involves NorthStrive Biosciences, Inc., a wholly owned subsidiary of the Company (“NorthStrive Biosciences), agreeing with Orbit2Orbit for the collaboration on the development and use of a live-animal research capability (“Mice2Space”) using Orbit2Orbit’s platform. Mice2Space will support independent mouse studies conducted, and NorthStrive Biosciences’ participation will focus on administering its EL-22/EL-32 therapeutic candidates to evaluate muscle retention and body composition outcomes in microgravity compared to Earth-based controls. This program will involve Orbit2Orbit undertaking design, development, prototyping and engineering of Mice2Space and NorthStrive Biosciences leading the design, execution, and analysis of its own experimental study. Orbit2Orbit will support preliminary testing activities but will not be responsible for the formation or scientific execution of NorthStrive Bio’s experiment. Orbit2Orbit will be responsible for the design and development of the Mice2Space payload enclosure prototype and associated engineering systems. A&B Aerospace, Inc., another wholly owned subsidiary of the Company (“A&B Aerospace”), will support manufacture of the final flight hardware in the United States and conduct the required pre-flight environmental testing and qualification activities, as further detailed in the description of the second transaction below.
The second transaction contemplates A&B Aerospace, or such other machining subsidiary as the Company may designate, entering into a future definitive agreement, such as a Service Agreement or Long-Term Agreement, with Orbit2Orbit, to serve as Orbit2Orbit’s preferred U.S.-based manufacturing partner. Under such definitive agreement, A&B Aerospace is expected to provide precision machining, fabrication, and manufacturing services for Orbit2Orbit’s prototypes, flight hardware, spacecraft components, payload interfaces, ground support equipment, and such other products and assemblies as may be mutually agreed upon, including final products for the Mice2Space program described in the first transaction. A&B Aerospace will also support Orbit2Orbit with the transportation and logistics required to move Mice2Space payload hardware to applicable qualification and testing facilities for pre-flight environmental testing. The term, services, consideration, and other commercial terms of the definitive agreement will be as mutually agreed upon by the parties and set forth in a definitive agreement.
The third transaction involves the Company’s anticipated subscription for CAD $200,000.00 worth of common shares, pursuant to Orbit2Orbit’s current private placement financing, at a subscription price of CAD $0.80 per share, in connection with Orbit2Orbit’s proposed Canadian Securities Exchange listing through a Reverse Takeover transaction.
The closing of the three transactions is subject to certain customary closing conditions, including, but not limited to, the completion of due diligence by the parties and execution of definitive documents pertaining to the applicable transaction.
The Term Sheet is non-binding and does not obligate the Company or any other party to consummate the transactions contemplated thereby. There can be no assurance that the proposed transactions will be consummated, or that any definitive agreement relating to the proposed transactions will be entered into. The consummation of the proposed transactions is subject to the negotiation and execution of definitive agreements and the satisfaction or waiver of a number of customary closing conditions, including, among other things, applicable regulatory approvals and other conditions customary for transactions of this nature. Accordingly, the proposed transactions may not be consummated on the terms described in the term sheet, or at all.
The foregoing description of each of the Term Sheet does not purport to be complete and is qualified in its entirety by reference to the full text of the forms of the Term Sheet.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 3.1 | ||
| 10.1 | Trademark License Agreement between the Company and NorthStrive Companies Inc. dated August 27, 2026. | |
| 10.2 | Exchange Agreement between the Company and Streeterville Capital, LLC dated August 21, 2026. | |
| 99.1 | Press Release dated August 25, 2026 | |
| 99.2 | Press Release dated August 26, 2026. | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL). |
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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: August 27, 2026
| PMGC Holdings Inc. | ||
| By: | /s/ Graydon Bensler | |
| Name: | Graydon Bensler | |
| Title: | Chief Executive Officer | |
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Exhibit 3.1
Business Entity - Filing Acknowledgement 08/20/2026 Work Order Item Number: W2026082001393-5415847 Filing Number: 20265983080 Filing Type: Amendment After Issuance of Stock Filing Date/Time: 8/20/2026 1:13:00 PM Filing Page(s): 4 Indexed Entity Information: Entity ID: E44920962024-7 Entity Name: PMGC Holdings Inc. Entity Status: Active Expiration Date: None Commercial Registered Agent VCORP SERVICES, LLC 701 S. CARSON STREET, SUITE 200, Carson City, NV 89701, USA FRANCISCO V. AGUILAR Secretary of State STATE OF NEVADA OFFICE OF THE SECRETARY OF STATE C. MURPHY HEBERT Chief Deputy Secretary of State DEANNA L. REYNOLDS Deputy Secretary for Commercial Recordings The attached document(s) were filed with the Nevada Secretary of State, Commercial Recording Division. The filing date and time have been affixed to each document, indicating the date and time of filing. A filing number is also affixed and can be used to reference this document in the future. Respectfully, FRANCISCO V. AGUILAR Secretary of State Page 1 of 1 Commercial Recording 401 N. Carson Street Carson City, NV 89701 1 State of Nevada Way Las Vegas, NV 89119
Filed in the Office of Secretary of State State Of Nevada Business Number E44920962024-7 Filing Number 20265983080 Filed On 8/20/2026 1:13:00 PM Number of Pages 4
Exhibit 10.1
TRADEMARK LICENSE AGREEMENT
This Trademark License Agreement is entered into as of August 27, 2026 by and between:
NorthStrive Companies Inc., a California corporation, with an address at 120 Newport Center Drive, Suite 250, Newport Beach, CA 92660 (“Licensor”); and
PMGC Holdings Inc., a Nevada corporation, with its principal office at 120 Newport Center Drive, Suite 249, Newport Beach, CA 92660 (“Licensee”).
Licensor and Licensee may each be referred to as a “Party” and collectively as the “Parties.”
1. Ownership of the NorthStrive Marks
Licensor is the sole owner of the name and trademark NORTHSTRIVE, together with all related trademarks, service marks, trade names, logos, applications, registrations and associated goodwill used or owned by Licensor collectively, the “NorthStrive Marks.” The registration certificate for the NorthStrive trademark is attached with Schedule A.
Nothing in this Agreement transfers any ownership interest in the NorthStrive Marks to Licensee or any of its subsidiaries.
All use of the NorthStrive Marks by Licensee or an Approved Subsidiary (as defined below) shall benefit Licensor, and all goodwill resulting from such use shall belong exclusively to Licensor.
2. Grant of License
Subject to this Agreement, Licensor grants Licensee a limited, non-exclusive, non-transferable, revocable and royalty-free license to use the NorthStrive Marks:
| a. | as part of Licensee’s approved legal and public company name; |
| b. | in Licensee’s ordinary corporate, investor-relations and business activities; and |
| c. | through operating subsidiaries that have been approved in writing by Licensor as provided in Section 3. |
No rights are granted except those expressly stated in this Agreement.
3. Use by Operating Subsidiaries
Licensee may permit an operating subsidiary to use the NorthStrive Marks only after:
| a. | Licensee submits the proposed entity name and intended use to Licensor; |
| b. | Licensor approves the use in writing; and |
| c. | the subsidiary signs a joinder agreeing to be bound by the applicable provisions of this Agreement. |
Each approved subsidiary shall be listed on Schedule B as an “Approved Subsidiary.”
Licensee may not permit any other subsidiary, affiliate, special purpose acquisition company (SPAC), investment vehicle, joint venture, portfolio company or third party to use the NorthStrive Marks without Licensor’s prior written consent.
Licensor may approve, reject or condition any proposed use in its reasonable discretion.
4. Term
This Agreement shall begin on the date stated above and shall continue for five (5) years, unless terminated earlier in accordance with this Agreement.
The Agreement shall expire automatically at the end of the five (5) year term unless renewed through a written agreement signed by both Parties and approved by their respective boards of directors.
There shall be no automatic or implied renewal.
5. License Fee
As consideration for the license to use the NorthStrive Marks, Licensee shall pay Licensor One Dollar and Zero Cents ($1.00).
Licensor may require an additional royalty, license fee, or other consideration as a condition to:
| a. | renewing this Agreement; |
| b. | extending the license to an additional entity; |
| c. | materially expanding the permitted use of the NorthStrive Marks; |
| d. | allowing continued use following a Triggering Event (as defined below); or |
| e. | entering into a replacement license agreement. |
Any such additional royalty or fee must be established in a written agreement or amendment signed by both Parties.
6. Triggering Events
A “Triggering Event” means any of the following:
| a. | Licensor ceases to provide advisory, management, strategic or related services to Licensee; |
| b. | Licensor or its designated representatives cease to have material involvement in overseeing the use and protection of the NorthStrive Marks; |
| c. | Braeden Lichti ceases to serve as a director, executive officer, chairman, advisor or other material representative of Licensee; |
| d. | Licensee undergoes a change of control; |
| e. | Licensee uses the NorthStrive Marks in a manner that Licensor reasonably believes could harm the reputation, goodwill or value of the NorthStrive Marks; |
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| f. | Licensee or an Approved Subsidiary materially changes the nature of its business; |
| g. | Licensee or an Approved Subsidiary challenges Licensor’s ownership of the NorthStrive Marks; or |
| h. | Licensee or an Approved Subsidiary materially breaches this Agreement. |
Following a Triggering Event, Licensee’s right to continue using the NorthStrive Marks shall require Licensor’s written approval.
Licensor may condition continued use upon entering into a new agreement, including an agreement requiring additional royalties or other compensation.
7. Quality Control and Brand Protection
Licensee and each Approved Subsidiary shall use the NorthStrive Marks in a professional manner consistent with Licensor’s brand standards and reputation.
Licensor may reasonably review and approve:
| a. | legal entity names; |
| b. | logos and branding; |
| c. | websites and social-media accounts; |
| d. | investor presentations; |
| e. | press releases and public announcements concerning the NorthStrive brand; and |
| f. | other material uses of the NorthStrive Marks. |
Licensee shall promptly correct any use that Licensor reasonably determines is inconsistent with its brand standards or could damage the NorthStrive Marks.
8. Restrictions
Neither Licensee nor any Approved Subsidiary may, without Licensor’s prior written approval:
| a. | register or attempt to register any NorthStrive Mark or confusingly similar mark; |
| b. | claim ownership of any NorthStrive Mark; |
| c. | challenge or assist another party in challenging Licensor’s ownership; |
| d. | sublicense, assign, pledge or otherwise transfer rights under this Agreement; |
| e. | use the NorthStrive Marks for an unapproved business, product or service; |
| f. | combine the NorthStrive Marks with another mark in a manner that creates a new trademark claim; |
| g. | use the NorthStrive Marks for a SPAC or other investment vehicle; or |
| h. | authorize any third party to use the NorthStrive Marks. |
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9. Termination
Licensor may terminate this Agreement by written notice if:
| a. | a Triggering Event occurs and Licensor does not give written approval to continue to use the NorthStrive Marks; |
| b. | Licensee or an Approved Subsidiary materially breaches this Agreement and fails to cure the breach within fifteen (15) days after receiving written notice; |
| c. | Licensee or an Approved Subsidiary, in the reasonable opinion of Licensor, intentionally misuses, transfers or attempts to transfer, or challenges the ownership of Licensor of the NorthStrive Marks; |
| d. | continued use creates a material risk to the reputation or enforceability of the NorthStrive Marks, in the reasonable opinion of Licensor; or |
| e. | Licensee becomes insolvent, files for bankruptcy or ceases substantially all operations. |
A breach involving an ownership challenge, unauthorized transfer or intentional misuse may be terminated immediately by written notice without a cure period.
10. Transition Following Expiration or Termination
Upon expiration or termination, Licensee and each Approved Subsidiary shall immediately cease creating new materials bearing the NorthStrive Marks.
Licensee and each Approved Subsidiary shall discontinue all use of the NorthStrive Marks and initiate all necessary legal name changes within fifteen (15) days after expiration or termination.
During the transition period, the NorthStrive Marks may be used only as reasonably necessary to complete the name-change process and wind down existing materials.
11. Indemnification
Licensee shall indemnify and hold harmless Licensor and its directors, officers, employees and representatives from claims, liabilities, losses and expenses arising from Licensee’s or an Approved Subsidiary’s:
| a. | ordinary course business operations; |
| b. | securities offerings or investor disclosures; |
| c. | products or services offered under the NorthStrive Marks; |
| d. | unauthorized or improper use of the NorthStrive Marks; or |
| e. | material breach of this Agreement. |
This Section does not require Licensee to indemnify Licensor for claims arising solely from Licensor’s ownership of the NorthStrive Marks.
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12. Board Approval
This Agreement shall not become effective unless and until it has been approved by:
| a. | the board of directors of NorthStrive Companies Inc.; and |
| b. | the board of directors of Licensee, acting through its disinterested and independent directors or an appropriate independent committee. |
Each Party shall maintain written resolutions or meeting minutes documenting its approval.
13. No Partnership or Agency
This Agreement does not create a partnership, joint venture, franchise, fiduciary relationship or agency relationship between the Parties.
Licensee has no authority to bind Licensor or represent that Licensor is responsible for Licensee’s obligations.
14. Assignment
Licensee may not assign this Agreement in connection with a merger, sale, reorganization, change of control or otherwise without Licensor’s prior written consent.
Licensor may assign this Agreement to an entity that acquires or succeeds to Licensor’s ownership of the NorthStrive Marks.
15. Notices
Notices under this Agreement must be in writing and delivered by personal delivery, nationally recognized overnight courier or email with confirmation of receipt to the addresses designated by the Parties.
16. Governing Law
This Agreement shall be governed by the laws of the State of California, without regard to its conflict-of-law principles.
17. Entire Agreement; Amendments
This Agreement constitutes the entire agreement between the Parties concerning the NorthStrive Marks and supersedes all prior oral or written permissions relating to the subject matter of this Agreement.
Any amendment, renewal, waiver or expansion of this Agreement must be in writing and signed by both Parties.
18. Counterparts and Electronic Signatures
This Agreement may be signed in counterparts and by electronic signature. Each counterpart shall be treated as an original, and all counterparts together shall constitute one agreement.
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Acknowledged and Agreed:
| NORTHSTRIVE COMPANIES INC. | ||
| By: | /s/ | |
| Name: | ||
| Title: | ||
| Date: | ||
| PMGC HOLDINGS INC. | ||
| By: | /s/ | |
| Name: | ||
| Title: | ||
| Date: | ||
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SCHEDULE A
See attached.
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SCHEDULE B
The following operating subsidiaries are approved to use the NorthStrive Marks, subject to the terms of this Agreement:
| Legal Entity | Approved NorthStrive Name | Approved Business Use | Approval Date |
| PMGC Holdings Inc. | NorthStrive Holdings Inc. | Mergers & Acquisitions; Branding; Marketing | August 6, 2026 |
No entity is an Approved Subsidiary unless it is listed on this Schedule B or separately approved in writing by NorthStrive Companies Inc.
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Exhibit 10.2
THE EXCHANGE CONTEMPLATED HEREIN IS INTENDED TO COMPORT WITH THE REQUIREMENTS OF SECTION 3(a)(9) OF THE SECURITIES ACT OF 1933, AS AMENDED.
Exchange Agreement
This Exchange Agreement (this “Agreement”) is entered into as of August 21, 2026 by and between PMGC Holdings Inc., a Nevada corporation (“Company”), and Streeterville Capital, LLC, a Utah limited liability company (“Investor”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement (as defined below).
A. Pursuant to that certain Securities Purchase Agreement dated September 23, 2025 between Company and Investor (the “Purchase Agreement”), Company issued to Investor that certain Secured Pre-Paid Purchase #2 in the original principal amount of $3,278,700.00 dated January 7, 2026 (“PPP #2”).
B. Subject to the terms of this Agreement, Company and Investor desire to partition a new Secured Pre-Paid Purchase in the original principal amount of $8.00 (the “Partitioned Amount”) from PPP #2 (the “Partitioned PPP”) and then cause the outstanding balance of PPP #2 to be reduced by an amount equal to the Partitioned Amount.
C. Company and Investor further desire to exchange (the “Exchange”) the Partitioned PPP for 80,000 shares of Company’s common stock, par value $0.0001 (the “Exchange Shares”).
D. This Agreement and any other documents, agreements, or instruments entered into or delivered in connection with this Agreement, or any amendments to any of the foregoing, are collectively referred to as the “Exchange Documents”.
E. Pursuant to the terms and conditions hereof, Investor and Company agree to exchange the Partitioned PPP for the Exchange Shares.
NOW, THEREFORE, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties and covenants herein contained, the parties hereto agree as follows:
1. Issuance of Exchange Shares. Upon execution of this Agreement, Investor will surrender the Partitioned PPP to Company and Company will issue to Investor the Exchange Shares. Company and Investor agree that upon surrender, the Partitioned PPP will be cancelled and the remaining amount owed to Investor pursuant to the Partitioned PPP shall hereafter be evidenced solely by the Exchange Shares. The parties hereto agree that the Outstanding Balance (as defined in PPP #2) of PPP #2 on the date hereof immediately following the reduction of the Partitioned Amount is $1,071,339.80.
2. Closing Date. The closing of the transaction contemplated hereby (the “Closing”) along with the Exchange Documents shall occur by means of the exchange of electronic signatures but shall be deemed to have occurred at the offices of Capital Law Partners PLLC in Lehi, Utah. The Closing shall take place on the date the Exchange Shares are issued to Investor.
3. Holding Period, Tacking and Legal Opinion. Company represents, warrants and agrees that for the purposes of Rule 144 (“Rule 144”) of the Securities Act of 1933, as amended (the “Securities Act”), the holding period of the Exchange Shares will include the holding period of the Partitioned PPP and PPP #2 from January 7, 2026, which date is the date that PPP #2 was fully paid for. Company agrees not to take a position contrary to this Section 3 in any document, statement, setting, or situation. The Exchange Shares are being issued in substitution of and exchange for and not in satisfaction of the Partitioned PPP. The Exchange Shares shall not constitute a novation or accord and satisfaction of the Partitioned PPP. Company acknowledges and understands that the representations and agreements of Company in this Section 3 are a material inducement to Investor’s decision to consummate the transactions contemplated herein.
4. Repurchase Right. At such time as the Pre-Paid Purchase Outstanding Balance is zero and the Commitment Period has ended, Company may repurchase the Exchange Shares upon a written request delivered to Investor following the later of both such events, and within thirty (30) Trading Days (as defined in the PPP #2) of such written request from Company, Investor shall deliver to Company a number of Common Shares equal to the number of Exchange Shares (as adjusted for any share splits, share dividends, share combinations, recapitalizations or other similar transactions occurring after the date hereof) delivered to Investor hereunder, and Company will pay Investor $0.0001 (as adjusted for any share splits, share dividends, share combinations, recapitalizations or other similar transactions occurring after the date hereof) for each such Exchange Share prior to Investor’s delivery of such shares.
5. Investor’s Representations, Warranties and Agreements. In order to induce Company to enter into this Agreement, Investor, for itself, and for its affiliates, successors and assigns, hereby acknowledges, represents, warrants and agrees as follows: (a) Investor has full power and authority to enter into this Agreement and to incur and perform all obligations and covenants contained herein, all of which have been duly authorized by all proper and necessary action, (b) no consent, approval, filing or registration with or notice to any governmental authority is required as a condition to the validity of this Agreement or the performance of any of the obligations of Investor hereunder, (c) no commission or other remuneration has been paid or given directly or indirectly by Investor to Company for soliciting the Exchange, and (d) Investor has taken no action which would give rise to any claim by any person for a brokerage commission, placement agent or finder’s fee or other similar payment by Company related to this Agreement.
6. Company’s Representations, Warranties and Agreements. In order to induce Investor to enter into this Agreement, Company, for itself, and for its affiliates, successors and assigns, hereby acknowledges, represents, warrants and agrees as follows: (a) Company has full power and authority to enter into this Agreement and to incur and perform all obligations and covenants contained herein, all of which have been duly authorized by all proper and necessary action, (b) no consent, approval, filing or registration with or notice to any governmental authority is required as a condition to the validity of this Agreement or the performance of any of the obligations of Company hereunder, (c) no Event of Default (as defined in PPP #2) has occurred under PPP #2; provided, however, that notwithstanding anything to the contrary in this Agreement, to the extent any Events of Default have occurred or may hereafter occur, such Events of Default have not been, and are not hereby, waived by Investor, (d) except as specifically set forth herein, nothing herein shall in any manner release, lessen, modify or otherwise affect Company’s obligations under PPP #2, (e) the issuance of the Exchange Shares is duly authorized by all necessary corporate action, (f) Company has not received any consideration in any form whatsoever for entering into this Agreement, other than the surrender of the Partitioned PPP, (g) Company has taken no action which would give rise to any claim by any person for a brokerage commission, placement agent or finder’s fee or other similar payment by Company related to this Agreement, and (h) the Company’s Board of Directors has duly adopted a resolution authorizing this Agreement, the Exchange and the issuance of the Exchange Shares.
7. Governing Law; Venue. This Agreement shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Agreement shall be governed by, the internal laws of the State of Utah, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Utah. The provisions set forth in the Purchase Agreement to determine the proper venue for any disputes are incorporated herein by this reference. COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.
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8. Arbitration of Claims. This Agreement shall be subject to the Arbitration Provisions set forth as an exhibit to the Purchase Agreement.
9. Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via electronic signature (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
10. Attorneys’ Fees. In the event of any arbitration or action at law or in equity to enforce or interpret the terms of this Agreement, the parties hereto agree that the prevailing party shall be entitled to an additional award of the full amount of the attorneys’ fees and expenses paid by such prevailing party in connection with the arbitration, litigation and/or dispute without reduction or apportionment based upon the individual claims or defenses giving rise to the fees and expenses. The “prevailing party” shall be the party in whose favor a judgment is entered, regardless of whether judgment is entered on all claims asserted by such party and regardless of the amount of the judgment; or where, due to the assertion of counterclaims, judgments are entered in favor of and against both parties, then the arbitrator shall determine the “prevailing party” by taking into account the relative dollar amounts of the judgments or, if the judgments involve nonmonetary relief, the relative importance and value of such relief. Nothing herein shall restrict or impair an arbitrator’s or a court’s power to award reasonable fees and expenses for frivolous or bad faith pleading.
11. No Reliance. Company acknowledges and agrees that neither Investor nor any of its officers, directors, members, managers, equity holders, representatives or agents has made any representations or warranties to Company or any of its agents, representatives, officers, directors, or employees except as expressly set forth in this Agreement and the Exchange Documents and, in making its decision to enter into the transactions contemplated by this Agreement, Company is not relying on any representation, warranty, covenant or promise of Investor or its officers, directors, members, managers, equity holders, agents or representatives other than as set forth in this Agreement.
12. Severability. If any part of this Agreement is construed to be in violation of any law, such part shall be modified to achieve the objective of the parties hereto to the fullest extent permitted and the balance of this Agreement shall remain in full force and effect.
13. Entire Agreement. This Agreement, together with the Exchange Documents and the Transaction Documents, and all other documents referred to herein, supersedes all other prior oral or written agreements among Company, Investor, its affiliates and persons acting on its behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein contain the entire understanding of the parties hereto with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither Investor nor Company makes any representation, warranty, covenant or undertaking with respect to such matters.
14. Amendments. This Agreement may be amended, modified, or supplemented only by written agreement of the parties. No provision of this Agreement may be waived except in writing signed by the party against whom such waiver is sought to be enforced.
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15. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. This Agreement or any of the severable rights and obligations inuring to the benefit of or to be performed by Investor hereunder may be assigned by Investor to a third party, including its financing sources, in whole or in part. Company may not assign this Agreement or any of its obligations herein without the prior written consent of Investor.
16. Continuing Enforceability; Conflict Between Documents. Except as otherwise modified by this Agreement, each of the Exchange Documents and Transaction Documents shall remain in full force and effect, enforceable in accordance with all of its original terms and provisions, and the Exchange Shares shall be in full force and effect from its date of issuance in accordance with its terms. This Agreement shall not be effective or binding unless and until it is fully executed and delivered by Investor and Company. If there is any conflict between the terms of this Agreement, on the one hand, and any other Exchange Document or Transaction Document, on the other hand, the terms of this Agreement shall prevail.
17. Time of Essence. Time is of the essence with respect to each and every provision of this Agreement.
18. Notices. Unless otherwise specifically provided for herein, all notices, demands or requests required or permitted under this Agreement to be given to Company or Investor shall be given as set forth in the “Notices” section of the Purchase Agreement.
19. Further Assurances. Each party shall do and perform or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.
[Remainder of the page intentionally left blank; signature page to follow]
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth above.
| INVESTOR: | ||
| Streeterville Capital, LLC | ||
| By: | /s/ John Fife | |
| John Fife, President | ||
| COMPANY: | ||
| PMGC Holdings Inc. | ||
| By: | /s/ Graydon Bensler | |
| Graydon Bensler, Chief Executive Officer | ||
[Signature Page to Exchange Agreement]
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Exhibit 99.1
PMGC Holdings Announces Term Sheet with Orbit2Orbit for NorthStrive Biosciences to Launch a Spaceflight Study of Its Myostatin and Activin A Assets, EL-22 and EL-32, Targeting Microgravity-Induced Muscle Loss
Proposed Mice2Space spaceflight study would evaluate EL-22 and EL-32 in mice in a real-world microgravity environment, targeting one of the most significant physiological challenges of spaceflight
Three-part relationship would expand PMGC’s footprint in the growing commercial space economy through a preferred U.S. manufacturing role for A&B Aerospace and a planned strategic investment in Orbit2Orbit
NEWPORT BEACH, Calif., August 25, 2026 (GLOBE NEWSWIRE) -- PMGC Holdings Inc. (Nasdaq: ELAB) (“PMGC” or the “Company”) is pleased to announce that it has entered into a non-binding term sheet with Orbit2Orbit Pty Ltd (“Orbit2Orbit” or “O2O”), an Australia-headquartered space technology company, outlining a proposed multi-part strategic relationship spanning space-based bioscience research, aerospace manufacturing, and a strategic investment by PMGC that would further expand the Company’s exposure to the growing commercial space economy.
The proposed relationship is intended to combine capabilities across PMGC’s operating businesses with Orbit2Orbit’s spaceflight platform and its Mice2Space live-animal research capability, creating a differentiated framework to support biological research in microgravity while establishing a potential U.S.-based manufacturing relationship for future Orbit2Orbit space systems.
Under the term sheet, the parties are contemplating three principal transactions:
Mice2Space Microgravity Research Collaboration
NorthStrive Biosciences Inc. (“NorthStrive Bio”), a wholly owned subsidiary of PMGC, and Orbit2Orbit intend to collaborate on the development and use of the Mice2Space live-animal research capability utilizing the Orbit2Orbit platform. NorthStrive Bio’s study would evaluate its lead therapeutic candidates, EL-22 and EL-32, in mice for muscle retention and body composition outcomes in microgravity compared with Earth-based controls.
Muscle atrophy is one of the most significant physiological challenges associated with prolonged exposure to microgravity, and the Company believes spaceflight offers a compelling environment for evaluating muscle-preservation therapeutics. The Company believes that evaluating EL-22 and EL-32 in a true spaceflight environment could provide important insights into the assets’ muscle-preservation profile while expanding the potential applications of NorthStrive Bio’s intellectual property, including potential relevance to Earth-based conditions involving muscle loss.
Orbit2Orbit is expected to lead the design, development, prototyping, and engineering of the Mice2Space payload enclosure and associated systems in Australia, and NorthStrive Bio would lead the design, execution, and analysis of its scientific study. A&B Aerospace, Inc. (“A&B Aerospace”), a wholly owned aerospace manufacturing subsidiary of PMGC, would support manufacture of the final flight hardware in the United States, as further described below.
NorthStrive Bio would retain ownership of the intellectual property in its study protocols, preclinical data, and results. Orbit2Orbit would retain ownership of the Mice2Space platform, payload architecture, and related systems.
U.S. Aerospace Manufacturing Partnership
The term sheet also contemplates A&B Aerospace serving as Orbit2Orbit’s preferred U.S.-based manufacturing partner under a definitive agreement.
A&B Aerospace would provide precision machining, fabrication, and manufacturing services for Orbit2Orbit’s prototypes, flight hardware, spacecraft components, payload interfaces, ground support equipment, and such other products and assemblies as may be mutually agreed, including final hardware for the Mice2Space program. A&B Aerospace would also support the transportation and logistics required to move Mice2Space payload hardware to applicable pre-flight qualification and environmental testing.
The Company believes the proposed relationship directly advances PMGC’s strategy of expanding the capabilities and customer base of its U.S. aerospace manufacturing operations while increasing its exposure to the rapidly growing commercial space industry, and would build on A&B Aerospace’s AS9100- and ISO 9001-certified precision manufacturing platform.
Strategic Investment in Orbit2Orbit
As part of the proposed relationship, PMGC intends to subscribe for CAD $200,000 of Orbit2Orbit common shares at CAD $0.80 per share in connection with Orbit2Orbit’s current private placement financing and proposed listing on the Canadian Securities Exchange through a reverse takeover transaction. The planned investment is intended to align PMGC with Orbit2Orbit’s growth as the space technology company pursues its proposed public listing.
A Platform-Wide Opportunity
PMGC believes the proposed relationship showcases the strength of the PMGC platform model, with the businesses within the platform working together to pursue opportunities at the intersection of aerospace manufacturing, space technology, and biotechnology. NorthStrive Bio is developing therapeutic assets focused on preserving muscle, while the Company’s aerospace operations provide sophisticated U.S.-based manufacturing capabilities. Orbit2Orbit presents an opportunity to bring those capabilities together within a real-world spaceflight research platform, with each of the three proposed transactions aligned with an existing PMGC operating strength and intended to reinforce the others.
The proposed transactions remain subject to customary due diligence, negotiation and execution of definitive agreements, applicable corporate approvals and other customary closing conditions. Project costs, timelines, deliverables, and milestones remain subject to further collaboration and agreement between the parties.
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The term sheet is non-binding and remains subject to the negotiation and execution of definitive agreements and completion of conditions precedent. There can be no assurance that the parties will enter into definitive agreements on the terms contemplated by the term sheet, or at all, or that the proposed transactions will be consummated. Even if definitive agreements are entered into, there can be no assurance as to the timing or ultimate completion of the proposed transactions. The terms of any definitive agreements, if executed, may differ materially from those described in the term sheet or this press release.
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. We are committed to exploring opportunities in multiple sectors to maximize growth and value. For more information, please visit https://www.pmgcholdings.com.
About NorthStrive Biosciences Inc.
NorthStrive Biosciences Inc., a PMGC Holdings Inc. (Nasdaq: ELAB) company, is a biopharmaceutical company focused on the development and acquisition of therapeutics for the preservation of lean muscle mass. Its lead product candidates are EL-22, an engineered probiotic targeting myostatin, and EL-32, an engineered probiotic targeting both myostatin and activin A, proteins that negatively regulate skeletal muscle growth. Both are being developed to help patients preserve lean muscle mass during GLP-1 receptor agonist and other obesity-related weight loss treatment. For more information, please visit www.northstrivebio.com.
About A&B Aerospace, Inc.
Founded in 1948, A&B Aerospace is a precision aerospace manufacturing company specializing in high-tolerance machining, complex assemblies, and engineered components for the aerospace and defense industries. Headquartered in Azusa, California, the company provides advanced CNC machining, grinding, honing, and precision deburring services for mission-critical applications. With decades of manufacturing expertise, A&B Aerospace supports leading aerospace customers through a commitment to quality, reliability, and on-time delivery. The company operates a modern manufacturing platform with advanced multi-axis machining capabilities and maintains AS9100 and ISO 9001 certifications to meet the rigorous standards of the global aerospace industry. For more information, visit https://www.abaerospace.com.
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About Orbit2Orbit Pty Ltd
Orbit2Orbit is an Australia-based space logistics infrastructure company developing in-space logistics services and supporting hardware in Low Earth Orbit. Headquartered on the Gold Coast, Queensland, Orbit2Orbit is addressing the absence of a persistent station-to-station logistics capability in orbit through a staged roadmap: its Lab2Space program, which provides stratospheric and suborbital test-flight services to payload customers using standardized payload housing and interface systems; Mission 0, a small orbital demonstrator vehicle designed to validate controlled orbital operations and rendezvous, proximity operations, and docking; and Mission 1, a planned reusable orbital vehicle supporting payload transport, deployment, retrieval, inspection, and refueling between in-orbit assets. Orbit2Orbit has entered into a binding letter agreement with Credissential Inc. (CSE: WHIP) providing for a proposed reverse takeover transaction and listing on the Canadian Securities Exchange.
For more information, visit https://orbit2orbit.space
Contact https://orbit2orbit.space/#contact
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, 2025, filed with the SEC on March 30, 2026, 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.
Forward-looking statements in this press release include, but are not limited to, statements regarding the proposed transactions between PMGC, its subsidiaries and Orbit2Orbit; the proposed Mice2Space research collaboration; the potential evaluation of EL-22 and EL-32 in microgravity; the proposed manufacturing relationship involving A&B Aerospace; PMGC’s proposed investment in Orbit2Orbit; Orbit2Orbit’s proposed Canadian Securities Exchange listing; and the potential benefits, capabilities, timing and outcomes of any such transactions or collaborations. The transactions described herein remain subject to due diligence, negotiation and execution of definitive agreements, applicable approvals, financing conditions and other customary closing conditions. There can be no assurance that definitive agreements will be executed or that any of the contemplated transactions will be consummated.
Investor Relations Contact: [email protected]
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Exhibit 99.2
PMGC Holdings Terminates Previously Announced Acquisition LOI Following Due Diligence Review; Reaffirms Disciplined M&A Strategy and Expands Investment Across Aerospace & Defense Manufacturing Portfolio
Company prioritizes disciplined capital allocation while expanding machining capacity, integrating portfolio operations and evaluating robotics and automation to support organic growth
NEWPORT BEACH, Calif., August 21, 2026 -- PMGC Holdings Inc. (Nasdaq: ELAB) (“PMGC” or the “Company”), a diversified public holding company executing a targeted growth strategy across U.S.-based precision manufacturing, today announced that, following completion of audit-stage financial due diligence, it has terminated the previously announced non-binding letter of intent (“LOI”) to acquire a 76% controlling interest in a privately held Arizona-based precision machining and contract manufacturing company. The decision reflects the Company’s capital allocation discipline: every dollar competes across acquisitions, equipment investment and automation initiatives, deployed only where the Company sees attractive risk-adjusted returns.
The Company also provided an update on its active mergers and acquisitions (“M&A”) pipeline and its ongoing capital investment and operational improvement initiatives across its existing aerospace and defense manufacturing portfolio, including investments in additional machining equipment, integration of operating companies and continued evaluation of robotics and automation technologies designed to increase capacity, productivity and operating efficiency.
Termination of Previously Announced LOI Following Financial Review
As previously announced on June 1, 2026, the Company entered into a non-binding LOI (“LOI”) contemplating an all-cash acquisition of a 76% controlling interest in a target company. At the time of the announcement, PMGC stated that, based on unaudited financial information provided by the target, the business had generated approximately $5.46 million in revenue and approximately $1.05 million in EBITDA for fiscal year 2025. The proposed consideration was expressly subject to confirmatory due diligence, and the Company disclosed that completion of the transaction was conditioned on, among other things, the completion of a financial statement audit of the target, and that audited financial statements could differ significantly from the unaudited information originally provided to PMGC.
The June 1, 2026 announcement can be reviewed here: PMGC Holdings Signs Non-Binding Letter of Intent to Acquire Majority Stake in U.S.-Based Precision Machining Manufacturing Company Serving Aerospace, Space, Defense, and Semiconductor Markets
Following commencement of the financial review and GAAP audit process contemplated in the original announcement, PMGC conducted a detailed review of the target’s historical financial performance. The diligence process performed as designed: although the target demonstrated strong operational capabilities, the historical financial profile was less favorable than management had anticipated.
After weighing the historical results, the proposed acquisition price, expected working capital requirements, and the additional capital PMGC believed would be required following closing of the transaction contemplated by the LOI, the Company determined that the total cost of the transaction no longer met its risk-adjusted return criteria. PMGC therefore elected to terminate the LOI and discontinue pursuit of the proposed acquisition. The Company did not incur a breakup fee or termination penalty in connection with this termination decision.
Active M&A Pipeline
The Company maintains a dedicated M&A team that is actively identifying, evaluating, and pursuing potential acquisition opportunities. PMGC continues to receive inbound opportunities and proactively source transactions, including accretive bolt-on acquisitions, standalone businesses, and strategic carve-outs that may complement or expand the Company’s existing portfolio.
PMGC is currently evaluating multiple opportunities and remains committed to a disciplined approach to valuation, financial performance, strategic fit, and potential return on invested capital. The Company believes this discipline, demonstrated by its decision to terminate the LOI, is essential to creating durable long-term shareholder value in a competitive acquisition environment.
Increasing Investment in Aerospace & Defense Manufacturing, Robotics and Automation
While PMGC continues to evaluate strategic acquisition opportunities, the Company is also proactively investing in its existing aerospace and defense manufacturing businesses to increase capacity, improve efficiency, and support organic growth.
To date, PMGC has invested in advanced manufacturing equipment, including a 5-axis machining center, a CNC lathe with Y-axis and live tooling and, most recently, a Swiss-type CNC lathe with bar feeder. The Swiss-type machine expands the Company’s precision machining capabilities, supports greater automation, and enables lights-out manufacturing, reducing operator dependency and increasing machine utilization across certain production runs.
PMGC is also evaluating additional robotics and automation technologies, including robotic machine tending, automated material handling, inspection systems, and production monitoring, with the goal of extending operating hours, increasing output, and improving scalability without a proportional increase in fixed overhead.
Integration of Portfolio Companies and Operating Efficiencies
PMGC has taken steps to create greater operational efficiency across its manufacturing portfolio. During 2026, the Company merged two of its precision manufacturing businesses, creating opportunities to consolidate duplicative functions and better utilize shared resources across the combined operation.
PMGC believes greater integration will enable its businesses to share personnel, equipment, manufacturing capacity, quality systems, and administrative infrastructure, and will streamline the onboarding of future bolt-on acquisitions while allowing each business to continue supporting its respective customer relationships. The Company intends to evaluate similar opportunities across its broader portfolio where integration can improve operational efficiency, equipment utilization, and production capacity.
Over time, PMGC believes this operating model could help reduce production bottlenecks, improve asset utilization, and enable the Company to offer a broader range of manufacturing capabilities across its portfolio.
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. 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, 2025, filed with the SEC on March 30, 2026, 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: [email protected]