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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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).
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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.
Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On January 6, 2026, PMGC Holdings Inc. (the “Company”) filed a Certificate of Amendment to the Company’s Articles of Incorporation, as amended (the “Certificate of Amendment”), to effect a 4-for-1 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 January 6, 2026 at 9:00 a.m. Eastern Standard Time (the “Effective Time”).
The Certificate of Amendment provided that at the Effective Time, every four (4) 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 1,000,000,000 (one billion), comprised of 500,000,000 (five hundred million) 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 January 6, 2026. The trading symbol for the Common Stock remained “ELAB” after the Split. The Common Stock was assigned a new CUSIP number (73017P 409) 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 8.01. Other Information.
On January 5, 2026, the Company issued a press release announcing the Split. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information presented in Item 8.01 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment filed on January 6, 2026. | |
| 99.1 | Press Release dated January 5, 2026. | |
| 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: January 6, 2026
| PMGC Holdings, Inc. | ||
| By: | /s/ Graydon Bensler | |
| Name: | Graydon Bensler | |
| Title: | Chief Executive Officer and Chief Financial Officer | |
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Exhibit 3.1
Exhibit 99.1
PMGC Holdings Inc. Announces Reverse Stock Split Effective January 6, 2026
NEWPORT BEACH, Calif., January 5, 2026 (GLOBE NEWSWIRE) -- PMGC Holdings Inc. (NASDAQ: ELAB) (“PMGC” or the “Company”) today announced that, as previously disclosed on January 2, 2026, it will effect a 1-for-4 reverse stock split (the “Split”) of its issued and outstanding and authorized common stock, par value $0.0001 per share (“Common Stock”), effective at 9:00 am, Eastern time, on January 6, 2026.
Key Details of the Reverse Stock Split:
| ● | Conversion Ratio: Every 4 shares of issued and outstanding Common Stock will be consolidated into one share of Common Stock, and every 4 shares of authorized Common Stock will be consolidated into one share of Common Stock, each with no further action required from shareholders. |
| ● | Fractional Shares: Shareholders entitled to fractional shares will receive one full share for each fractional portion. |
| ● | Updated Stock Identifier: While the trading symbol for the Common Stock will remain “ELAB,” the Common Stock will be designated a new CUSIP number 73017P409. |
| ● | Equity Adjustments: Outstanding stock awards, options, and the shares reserved for the equity incentive plan will be adjusted proportionally to reflect the Split. |
| ● | Warrant Share and Exercise Price Adjustments: Shares of Common Stock underlying outstanding warrants and the exercise price of the outstanding warrants will be adjusted proportionally to reflect this stock split. |
Impact on Shareholders:
| ● | Certificate Holders: Shareholders with physical certificates can exchange them, if desired, through VStock Transfer, LLC, the transfer agent of the Company, which will provide detailed instructions. |
| ● | Share Value: The reverse split does not impact the overall value of shareholder equity; it only reduces the number of shares outstanding while proportionally adjusting the share price. |
Impact on our Common Stock:
Immediately prior to the reverse stock split, the Company has approximately 2,014,852 shares of common stock issued and outstanding. Following the effectiveness of the reverse stock split on January 6, 2026, the Company expects to have approximately 503,713 shares of common stock issued and outstanding, subject to adjustment for rounding and other customary adjustments.
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 Holdings’ 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.
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