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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Item 1.01 Entry into a Material Definitive Agreement.
Merger Agreement between AGA Precision Systems LLC and A&B Aerospace, Inc.
On July 2, 2026, AGA Precision Systems LLC (“AGA”), a wholly owned subsidiary of PMGC Holdings Inc. (the “Company”), entered into a Merger Agreement with A&B Aerospace, Inc. (A&B, and such agreement, the “Merger Agreement”), another wholly owned subsidiary of the Company. Pursuant to the Merger Agreement, AGA will merge into A&B (“Merger”), with A&B as the surviving entity of the Merger. All of the membership interests in AGA will be cancelled without consideration and all of the issued and outstanding shares of A&B will remain outstanding and unaffected by the Merger. The Merger will be consummated by the filing of the Certificate of Merger with the Secretary of State of the State of California at a later time, with an anticipated effective date of July 2, 2026.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Merger Agreement between AGA Precision Systems LLC and A&B Aerospace, Inc. | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL). |
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: July 9, 2026
| PMGC Holdings, Inc. | ||
| By: | /s/ Graydon Bensler | |
| Name: | Graydon Bensler | |
| Title: | Chief Executive Officer | |
2
Exhibit 10.1
Agreement of Merger
This Agreement of Merger is entered into between A&B Aerospace, Inc., a California corporation, with California Entity Number 1806662 (herein “Surviving Corporation”), and AGA Precision Systems LLC, a California limited liability company with California Entity Number 202103510407 (herein “Merging Entity”).
WHEREAS, the Merging Entity and the Surviving Entity are each 100% owned by PMGC Holdings Inc., a Nevada corporation (“Parent”); and
WHEREAS, the Parent is desirous of having the Merging Entity merge with and into the Surviving Corporation (the “Merger”); and
WHEREAS, the Board of Directors of the Parent, acting as the sole shareholder of each of the Merging Entity and the Surviving Corporation, have approved the terms of the Merger and this Agreement of Merger.
NOW, THEREFORE, the parties hereto hereby agree as follows:
| 1. | Merging Entity shall be merged into Surviving Corporation. |
| 2. | All membership interests in Merging Entity shall be cancelled without consideration. |
| 3. | All issued and outstanding shares of Surviving Corporation shall remain outstanding and are not affected by the merger. |
| 4. | Merging Entity shall from time to time, as and when requested by Surviving Corporation, execute and deliver all such documents and instruments and take all such action necessary or desirable to evidence or carry out this Merger. |
| 5. | The effect of the Merger and the effective date of the Merger are as prescribed by law. |
IN WITNESS WHEREOF the parties have executed this Agreement of Merger.
[signature page follows]
| PMGC HOLDINGS INC. | ||||
| /s/ Graydon Bensler | ||||
| Name: | Graydon Bensler | |||
| Title: | Chief Executive Officer | |||
| Date: | July 2, 2026 | |||
| A&B AEROSPACE, INC. | ||||
| /s/ Graydon Bensler | /s/ James Dawson | |||
| Name: | Graydon Bensler | Name: | James Dawson | |
| Title: | Director | Title: | Director | |
| Date: | July 2, 2026 | Date: | July 2, 2026 | |
| /s/ Graydon Bensler | ||||
| Name: | Graydon Bensler | |||
| Title: | Secretary | |||
| Date: | July 2, 2026 | |||
| AGA PRECISION SYSTEMS LLC | ||||
| /s/ Graydon Bensler | /s/ Melissa Stepovich | |||
| Name: | Graydon Bensler | Name: | Melissa Stepovich | |
| Title: | PMGC Holdings Inc., Sole Member | Title: | Secretary | |
| Date: | July 2, 2026 | Date: | July 2, 2026 | |