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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If an emerging growth company, indicate by check
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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 February 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 1-for-7 reverse stock split (the “Split”) of the shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), to be effective on March 10, 2025.
The Certificate of Amendment provides that on March 10, 2025, every 7 shares of the Company’s issued and outstanding Common Stock will automatically be combined, without any action on the part of the holder thereof, into one share of Common Stock. The Split will have no effect on the par value of the Common Stock. No fractional shares will be issued in connection with the Split and stockholders will receive one share of Common Stock in lieu of a fractional share.
The Common Stock will begin trading on a Split-adjusted basis on The Nasdaq Capital Market when the market opens on March 10, 2025. The trading symbol for the Common Stock will remain “ELAB” after the Split. The Common Stock will be assigned a new CUSIP number (73017P 201) following the Split.
The Company will adjust the number of shares available for future grant under its equity incentive plan and will also adjust the number of outstanding awards, the exercise price per share of outstanding stock options and other terms of outstanding awards issued to reflect the effects of the Split.
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 March 6, 2025, the Company issued a press release announcing the reverse stock 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 February 28, 2025. | |
| 99.1 | Press Release dated as of March 6, 2025. | |
| 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, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 6, 2025
| PMGC Holdings, Inc. | ||
| By: | /s/ Graydon Bensler | |
| Name: | Graydon Bensler | |
| Title: | Chief Executive Officer, President and Director | |
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Exhibit 3.1
CERTIFICATE OF AMENDMENT TO
THE ARTICLES OF INCORPORATION OF
PMGC HOLDINGS INC.
PMGC Holdings Inc., 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 IV, 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 785,714,286 shares. The Corporation shall be authorized to issue two classes of shares of stock, designated as “Common Stock” and “Preferred Stock.” The Corporation shall be authorized to issue 285,714,286 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 12:00 AM EST on March 10, 2025 (the “Effective Time”), each seven (7) shares of the Corporation’s Common Stock issued and outstanding immediately prior to the Effective 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]
IN WITNESS WHEREOF, said corporation has caused this certificate to be signed on February 26, 2025.
| By: | /s/ Graydon Bensler | |
| Name: | Graydon Bensler | |
| Title: | Chief Executive Officer and Chief Financial Officer |
Exhibit 99.1
PMGC Holdings Inc. Announces Reverse Stock Split to Maintain Nasdaq Listing Compliance
Newport Beach, Calif., March 6, 2025 – PMGC Holdings Inc. (NASDAQ: ELAB) (“PMGC” or the “Company”) today announced that it will effect a 1-for-7 reverse stock split (the “Split”) of its issued and outstanding common stock, par value $0.0001 per share (“Common Stock”), effective at midnight, Eastern time, on March 10, 2025.
Key Details of the Reverse Stock Split:
| ● | Conversion Ratio: Every 7 shares of issued and outstanding Common Stock will be automatically consolidated into one share, 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 (73017P201). |
| ● | 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. |
Purpose of the Reverse Stock Split:
The reverse stock split is a critical step in ensuring compliance with Nasdaq’s listing requirements, allowing PMGC to maintain its presence on The Nasdaq Capital Market. A continued listing enhances the Company’s visibility, strengthens investor confidence, and positions PMGC for future growth. There is no guarantee the Company will meet the minimum bid price requirement.
Nasdaq Rule Changes and Compliance Considerations:
In line with recent Nasdaq rule changes approved by the U.S. Securities and Exchange Commission (“SEC”) on January 17, 2025, PMGC is implementing the reverse stock split to ensure continued compliance with listing requirements, notably:
| ● | Removal of Stay Period After the Second 180-Day Compliance Period: Under amended Nasdaq Listing Rule 5815, if an issuer fails to meet the $1.00 minimum bid price after a second 180-day compliance period, a hearing request will no longer delay delisting. The stock will be automatically suspended and moved to the OTC market while any appeal is pending. |
| ● | Limited Reverse Split Allowances: |
Under amended Nasdaq Listing Rule 5810(c)(3)(A)(iv), issuers that have conducted a reverse stock split within the past year are ineligible for another compliance period to regain the minimum bid price. Additionally, if a company has performed reverse splits totaling 1-to-250 within two years, it cannot use another compliance period.
| ● | Accelerated Delisting for Stocks Below $0.10: |
Under Nasdaq Listing Rule 5810(c)(3)(A)(iii), stocks trading at or below $0.10 for 10 consecutive business days will be automatically subject to a Nasdaq delisting determination, with no compliance period granted.
These amendments emphasize the importance of maintaining a stable share price above the minimum threshold and reinforce PMGC’s commitment to staying ahead of potential noncompliance issues.
Impact on Shareholders:
| ● | No Immediate Action Required: Shareholders holding shares through a broker or in street name will see their holdings updated automatically. |
| ● | 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:
Post Split it is anticipated that there will be approximately 577,000 shares of common stock issued and outstanding as of March 10, 2025.
The Company is a Nevada corporation, and pursuant to the Nevada Revised Statutes, shareholder approval is not required to effect the Split since in connection with the Split, the Company’s total number of authorized shares of common stock will also be decreased at the same ratio (1-for-7) as the issued and outstanding shares of Common Stock.
For additional information, please refer to PMGC’s full Form 8-K filing available on the SEC’s website or contact PMGC directly at [email protected].
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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, 2023, filed with the SEC on March 29, 2024, 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]
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