8-K
PMGC Holdings Inc. (ELAB)
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 17, 2026
| PMGC Holdings Inc. | ||
|---|---|---|
| (Exact<br> name of registrant as specified in its charter) | ||
| Nevada | 001-41875 | 33-2382547 |
| --- | --- | --- |
| (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 | |
| --- | --- | |
| (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) |
| --- | --- |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement<br> 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<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. ☐
Item 1.01Entry into a Material Definitive Agreement.
(a)Amendment No. 5 to the Consulting and Services Agreement for Non-Employee Chief Executive Officer with GB Capital Ltd
On March 17, 2026, PMGC Holdings Inc. (the “Company”) entered into Amendment No. 5 to the Consulting and Services Agreement for Non-Employee Chief Executive Officer (“Amendment No. 5 to the GB Capital Consulting Agreement”) with GB Capital Ltd, a British Columbia, Canada corporation wholly owned by Graydon Bensler, the Company’s Chief Executive Officer, Chief Financial Officer, and Director (“GB Capital”). Amendment No. 5 to the GB Capital Consulting Agreement amended and restated Section 1(a) of Exhibit B of that certain Consulting and Services Agreement for Non-Employee Chief Executive Officer between the Company and GB Capital, dated October 25, 2024, as amended (“GB Capital Consulting Agreement”), such that GB Capital’s annual consultant fee is $300,000 per annum. Amendment No. 5 to the GB Capital Consulting Agreement also provided that, for the avoidance of doubt, for the 2026 fiscal year, GB Capital is entitled to this annual consultant fee beginning on January 1, 2026.
Except as expressly amended in Amendment No. 5 to the GB Capital Consulting Agreement, the GB Capital Consulting Agreement remains in full force and effect. The foregoing summary of Amendment No. 5 to the GB Capital Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 5 to the GB Capital Consulting Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K (“Form 8-K”) and is incorporated herein by reference.
(b)Amendment No. 5 to the Consulting and Services Agreement for Non-Employee, Non-Executive Chairman between the Company and NorthstriveCompanies Inc.
On March 17, 2026, the Company entered into Amendment No. 5 to the Consulting and Services Agreement for Non-Employee, Non-Executive Chairman (“Amendment No. 5 to the Northstrive Consulting Agreement”) with Northstrive Companies Inc., a California corporation wholly owned by Braeden Lichti, the Company’s Chairman (“Northstrive”). Amendment No. 5 to the Northstrive Consulting Agreement amended and restated Section 1(a) of Exhibit B of that certain Consulting and Services Agreement for Non-Employee, Non-Executive Chairman between the Company and Northstrive, dated October 25, 2024, as amended (“Northstrive Consulting Agreement”), such that Northstrive’s annual consultant fee is $360,000 per annum. Amendment No. 5 to the Northstrive Consulting Agreement also provided that, for the avoidance of doubt, for the 2026 fiscal year, Northstrive is entitled to this annual consultant fee beginning on January 1, 2026.
Except as expressly amended in Amendment No. 5 to the Northstrive Consulting Agreement, the Northstrive Consulting Agreement remains in full force and effect. The foregoing summary of Amendment No. 5 to the Northstrive Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 5 to the Northstrive Consulting Agreement, a copy of which is filed as Exhibit 10.2 to this Form 8-K and is incorporated herein by reference.
Item9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 10.1 | Amendment<br> No. 5 to the Consulting and Services Agreement for Non-Employee Chief Executive Officer between the Company and GB Capital Ltd dated<br> March 17, 2026. |
| 10.2 | Amendment<br> No. 5 to the Consulting and Services Agreement for Non-Employee, Non-Executive Chairman with NorthStrive Companies Inc. dated March<br> 17, 2026. |
| 104 | Cover<br> Page Interactive Data File (formatted in Inline XBRL). |
1
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: March 23, 2026
| PMGC<br> Holdings Inc. | |
|---|---|
| By: | /s/ Graydon<br> Bensler |
| Name: | Graydon<br> Bensler |
| Title: | Chief<br> Executive Officer, <br><br> Chief Financial Officer, and Director |
2
Exhibit 10.1
AMENDMENT NO. 5
TO THE CONSULTING AND SERVICES AGREEMENT
FOR NON-EMPLOYEE CHIEF EXECUTIVE OFFICER
This Amendment No. 5 to the Consulting and Services Agreement for Non-Employee Chief Executive Officer (this “Amendment No. 5”) dated March 17, 2026 (the “Effective Date”) and is entered into by and between PMGC Holdings Inc., a Nevada corporation (“Company”), and GB Capital Ltd, a British Columbia, Canada corporation (“Consultant,” and together with the Company, the “Parties”). Capitalized terms used but not otherwise defined herein have the meanings set forth in that certain Consulting and Services Agreement for Non-Employee Chief Executive Officer between the Parties, dated October 25, 2024, as amended (the “Second A&R Agreement”).
RECITALS
WHEREAS, the Parties previously entered into the Second A&R Agreement;
WHEREAS, the Parties entered into the Amendment to the Second A&R Agreement on October 25, 2024 (“Amendment No. 1”);
WHEREAS, the Parties entered into Amendment No. 2 to the Second A&R Agreement on April 3, 2025 (“Amendment No. 2”);
WHEREAS, the Parties entered into Amendment No. 3 to the Second A&R Agreement on August 12, 2025 (“Amendment No. 3”);
WHEREAS, the Parties entered into Amendment No. 4 to the Second A&R Agreement on October 16, 2025 (“Amendment No. 4”); and
WHEREAS, the Parties desire to further amend the Second A&R Agreement, as set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
| 1. | Annual Consultant Fee |
|---|
Section 1(a) of Exhibit B of the Second A&R is hereby amended and restated in its entirety as follows:
“a. Annual ConsultantFee. Consultant’s annual consultant fee is $300,000 per annum (“Annual Consultant Fee”). The Company shall pay the 1/12 of the amount of the Annual Consultant Fee to the Consultant once per calendar month (each of such payment intervals, “PaymentCycle”), provided that the Consultant performs the Services required to be performed in each of such Payment Cycle. For the avoidance of doubt, for the 2026 fiscal year, the Consultant is entitled to the Annual Consultant Fee beginning on January 1, 2026.”
| 2. | No Other Modifications. Except as expressly amended by this Amendment No. 5, the Second A&R Agreement<br>remains unchanged and in full force and effect. |
|---|
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have executed this Amendment No. 5 to the Consulting and Services Agreement for Non-Employee Chief Executive Officer effective as of the date first set forth above.
| PMGC Holdings Inc. | |
|---|---|
| By: | /s/ George Kovalyov |
| George Kovalyov | |
| Director | |
| GB Capital Ltd | |
| By: | /s/ Graydon Bensler |
| Graydon Bensler | |
| Director |
Exhibit 10.2
AMENDMENT NO. 5
TO THE CONSULTING AND SERVICES AGREEMENT
FOR NON-EMPLOYEE, NON-EXECUTIVE CHAIRMAN
This Amendment No. 5 to the Consulting and Services Agreement for Non-Employee, Non-Executive Chairman (this “Amendment No. 5”) dated March 17, 2026 (the “Effective Date”) and is entered into by and between PMGC Holdings Inc., a Nevada corporation (“Company”), and Northstrive Companies Inc., a California corporation (“Consultant,” and together with the Company, the “Parties”). Capitalized terms used but not otherwise defined herein have the meanings set forth in that certain Consulting and Services Agreement for Non-Employee, Non-Executive Chairman between the Parties, dated October 25, 2024, as amended (the “Second A&R Agreement”).
RECITALS
WHEREAS, the Parties entered into the Second A&R Agreement on October 25, 2024;
WHEREAS, the Parties entered into the Amendment to the Second A&R Agreement on October 25, 2024 (“Amendment No. 1”);
WHEREAS, the Parties entered into Amendment No. 2 to the Second A&R Agreement on April 3, 2025 (“Amendment No. 2”);
WHEREAS, the Parties entered into Amendment No. 3 to the Second A&R Agreement on August 12, 2025 (“Amendment No. 3”);
WHEREAS, the Parties entered into Amendment No. 4 to the Second A&R Agreement on October 16, 2025 (“Amendment No. 4”); and
WHEREAS, the Parties desire to further amend the Second A&R Agreement, as set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
| 1. | Annual Consultant Fee |
|---|
Section 1(a) of Exhibit B of the Second A&R is hereby amended and restated in its entirety as follows:
“a. Annual ConsultantFee. Consultant’s annual consultant fee is $360,000 per annum (“Annual Consultant Fee”). The Company shall pay the 1/12 of the amount of the Annual Consultant Fee to the Consultant once per calendar month (each of such payment intervals, “PaymentCycle”), provided that the Consultant performs the Services required to be performed in each of such Payment Cycle. For the avoidance of doubt, for the 2026 fiscal year, the Consultant is entitled to the Annual Consultant Fee beginning on January 1, 2026.”
| 2. | No Other Modifications. Except as expressly amended by this Amendment No. 5, the Second A&R Agreement<br>remains unchanged and in full force and effect. |
|---|
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have executed this Amendment No. 5 to the Consulting and Services Agreement for Non-Employee, Non-Executive Chairman, effective as of the date first set forth above.
| PMGC Holdings Inc. | |
|---|---|
| By: | /s/ George Kovalyov |
| George Kovalyov | |
| Director | |
| Northstrive Companies Inc. | |
| By: | /s/ Braeden Lichti |
| Braeden Lichti | |
| Chief Executive Officer |