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 August 28, 2025, 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 3.5-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 September 2, 2025 at 9:30 a.m. Eastern Standard Time (the “Effective Time”).
The Certificate of Amendment provided that at the Effective Time, every 3.5 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 share of Common Stock. The Certificate of Amendment also provided that the Company’s authorized shares of Common Stock would be 81,632,654 and the authorized shares of capital stock would be 581,632,654 (81,632,654 shares of Common Stock and 500,000,000 shares of preferred stock par value $0.0001 per share (“Preferred Stock”)). Prior to the Effective Time, the Company was authorized to issue 285,714,286 shares of Common Stock and 500,000,000 shares of Preferred Stock.
The Common Stock began trading on a Split-adjusted basis on The Nasdaq Capital Market when the market opened on September 2, 2025. The trading symbol for the Common Stock remained “ELAB” after the Split. The Common Stock was assigned a new CUSIP number (73017P300) 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 August 28, 2025, 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 August 28, 2025. | |
| 99.1 | Press Release dated August 28, 2025. | |
| 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: September 4, 2025
| PMGC Holdings, Inc. | ||
| By: | /s/ Graydon Bensler | |
| Name: | Graydon Bensler | |
| Title: | Chief Executive Officer and Chief Financial Officer | |
2
Exhibit 3.1
Business Number E44920962024 - 7 Filed in the Office of Secretary of State State Of Nevada Filing Number 20255138709 Filed On 8/28/2025 9:45:00 AM Number of Pages 4
Profit Corporation: Certificate of Amendment ,PURSUANT TO NRS 78.380 & 78 385/78.390) Certificate to Accompany Restated Articles or Amended and Restated Articles ,PURSUANT TO NRS 78 403) Officer's Statement ( URSUANT TO NRS 80.030) D î 3 t £2 09/02/2025 T Ï ' I £ ? ' 9:30 AM EST (must not be later than 90 days after the certificate is filed) 4. Effective Date and Time: (Optional) Changes to takes the following effect: The entity name has been amended. The registered agent has been changed. (attach Certificate of Acceptance from new registered agent) The purpose of the entity has been amended. The authorized shares have been amended. The directors, managers or general partners have been amended. IRS tax language has been added. Articles have been added. Artides have been deleted. ^ Other. The articles have been amended as follows: (provide article numbers, if available) A 3.5 - for - 1 reverse stock split of the Company's authorized, issued and outstanding stock. See attached. (akach additional page(s) if necessary) 5 . Information Being Changed : (Domestic Corporations Only) Chief Executive Officer Signature of Officer or Authorized Signer Title Signature of Officer or Authorized Signer Title *If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof. 6. Signature: (Required) Please include any required or optional information in space below: (attach additional page(s) if necessary) Please see attached. Docusign Envelope ID : 0AE2CLCB - 061 G - 41 B4 - 9144 - C95F241C30DC. FRANCISCO V. AGUILAR Secretary of State 401 North Carson Street Carson City, Nevada 89701•4201 (775) 684 - 5708 Website: www.nvsos.gov This form must be accompanied by appropriate fees. Page 2 of 2 Revised: 9/1/2023
Docusign Envelope ID: 0AE2CGCB - 0b1C - 41B4 - 9144 - C95F241C30DC CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF PMGC HOLDINGS INC. PMGC Holdings Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the Nevada Revised Statutes, does hereby certify: FIRST : That the Board of Directors of PMGC Holdings Inc . duly adopted resolutions setting forth a proposed amendment of the Articles of Incorporation of said corporation (the “Articles of Incorporation”), declaring said amendments to be advisable and in the best interests of the Corporation and its shareholders . The resolution setting forth the proposed amendment is as follows : “RESOLVED, that Article JV, Section 1 of the Articles of Incorporation of the Corporation be amended and restated in its entirety as follows : Section 1 . Number of Authorized Shares . The total number of shares of stock which the Corporation shall have the authority to issue shall be 581 , 632 , 654 shares . The Corporation shall be authorized to issue two classes of shares of stock, designated as “Common Stock” and “Preferred Stock . ” The COf] 3 OratiOr 1 Shall be authorized to issue 81 , 632 , 654 shares of Common Stock, each share to have a par value of $ 0 . 0001 per share, and 500 , 000 , 000 shares of Preferred Stock, each share to have a par value of $ 0 . 0001 per share . “Effective as of 9 : 30 AM EST on September 2 , 2025 (the “Effective Time”), each three and a half ( 3 . 5 ) shares of the Corporation's Common Stock issued and outstanding immediately prior to the Effectiv e Time shall, automatically and without any action on the part of the Corporation or the respective holders thereof, be combined and converted into one share of Common Stock without increasing or decreasing the par value of each share of Common Stock (the “Reverse Stock Split”) . No fractional shares of Common Stock shall be issued as a result of the Reverse Stock Split and, in lieu thereof, upon surrender after the Effective Time of a certificate or book entry position which formerly represented shares of Common Stock that were issued and outstanding immediately prior to the Effective Time, any person who would otherwise be entitled to a fractional share of Common Stock as a result of the Reverse Stock Split, following the Effective Time, shall be entitled to receive one whole share . The Reverse Stock Split shall occur whether or not the certificates representing such shares of Common Stock are surrendered to the Corporation or its transfer agent . Each certificate or book entry position that immediately prior to the Effective Time represented shares of Common Stock shall thereafter represent the number of shares of Common Stock into which the shares of Common Stock represented by such certificate or book entry position has been combined, subject to the right to receive a whole share in lieu of any fractional share of Common Stock as set forth above . ” SECOND : That said amendment was duly adopted in accordance with Section 78 . 207 of the Nevada Revised Statutes . [Signature page follows]
Docusign Envelope ID: 0AE2CCñB - 061G - 41B4 - 9144 - U95F241G30DL. IN WITNESS WHEREOF, said corporation has caused this certificate to be signed on August 28, 2025. By: Name: Graydon Bensler Title: Chief Executive Officer and Chief’ Financial Officer
Exhibit 99.1
PMGC Holdings Inc. Announces Anticipated Reverse Stock Split
NEWPORT BEACH, Calif., August 28, 2025 (GLOBE NEWSWIRE) -- PMGC Holdings Inc. (NASDAQ: ELAB) (“PMGC” or the “Company”) today announced that it will effect a 1-for-3.5 reverse stock split (the “Split”) of its issued and outstanding and authorized common stock, par value $0.0001 per share (“Common Stock”). The marketplace effective date of the Split will be September 2, 2025 at 9:30 am EST.
Key Details of the Reverse Stock Split:
| ● | Conversion Ratio: Every 3.5 shares of issued and outstanding Common Stock will be consolidated into one share of Common Stock, and every 3.5 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 73017P300. |
| ● | 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:
The Company anticipates that there will be approximately 677,000 shares of common stock issued and outstanding immediately following the anticipated reverse stock split on September 2, 2025. The Company anticipates that there will be approximately 2,369,727 shares of common stock issued and outstanding immediately prior to the anticipated reverse stock split on September 2, 2025.
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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