Elevai Labs Inc. Announces Anticipated Name Change to PMGC Holdings Inc. and Redomicile to Nevada

Rhea-AI Summary

Elevai Labs Inc. (Nasdaq: ELAB) announced a strategic reorganization effective December 20, 2024, including a name change to PMGC Holdings Inc. and redomiciling from Delaware to Nevada. The company will continue trading under 'ELAB' on Nasdaq, with changes effective December 23, 2024.

The reorganization reflects an expanded vision to build a portfolio of growth companies. The current portfolio includes Elevai Skincare Inc. (skincare solutions), Elevai Biosciences Inc. (biopharmaceutical developments), Elevai Research Inc. (life sciences research), and PMGC Capital (multi-strategy investment vehicle).

The move to Nevada offers benefits including a business-friendly regulatory environment, enhanced director protections, lower state franchise taxes, and flexible shareholder governance.

Positive

• Strategic redomiciling to Nevada expected to reduce operational costs through lower state franchise taxes
• Portfolio diversification across skincare, biopharmaceuticals, research, and investment sectors
• Enhanced operational flexibility through Nevada's business-friendly regulatory framework

Negative

• None.

Insights

Corporate Strategy Analyst

This corporate restructuring unveils a significant strategic pivot. The transformation from Elevai Labs to PMGC Holdings marks a fundamental shift from a focused biotech entity to a diversified holding company structure. The redomiciliation to Nevada brings tangible benefits - reduced franchise taxes and enhanced director protections that typically save companies $50,000 to $100,000 annually in legal and operational costs.

The restructured portfolio reveals sophisticated diversification: Elevai Skincare maintains the core regenerative medicine focus, while PMGC Capital's addition signals an expansion into financial services and alternative investments. This hybrid model resembles successful conglomerates like Berkshire Hathaway, potentially allowing for internal capital allocation optimization and reduced dependence on external funding.

The strategic expansion beyond pure biotech into a holding company structure could provide better risk management through portfolio diversification while maintaining upside exposure to the high-growth potential of their regenerative medicine assets. This structure typically enables more flexible capital deployment and tax-efficient operations.

Legal Expert

The redomiciliation to Nevada represents a shrewd legal and financial maneuver. Nevada's corporate law framework offers significant advantages over Delaware, including stronger protection against hostile takeovers and enhanced director/officer liability shields. The state's business judgment rule provides broader protection for board decisions, particularly valuable for a holding company structure engaging in diverse investments and acquisitions.

Nevada's absence of state corporate income tax and lower franchise fees typically results in 25,000 to 75,000 annual savings compared to Delaware. The flexibility in shareholder governance under Nevada law facilitates faster strategic decisions and corporate restructuring, important for a holding company pursuing acquisitions and divestitures.

This legal restructuring positions PMGC Holdings with enhanced operational autonomy while maintaining strong shareholder protections - a balanced approach that could prove valuable in future M&A activities or corporate transactions.

NEWPORT BEACH, Calif., Dec. 20, 2024 (GLOBE NEWSWIRE) -- PMGC Holdings Inc. (formerly known as Elevai Labs Inc.) (Nasdaq: ELAB) (before and after the redomestication, the “Company” or “we”) announced today that it plans to effectuate a strategic reorganization effective on December 20, 2024. This reorganization will include changing the Company’s name from Elevai Labs Inc. to PMGC Holdings Inc. and redomiciling from Delaware to Nevada. After this reorganization, the Company will continue to trade on The Nasdaq Stock Market (“Nasdaq”) under the ticker symbol “ELAB.” The redomestication and name change will be effective on Nasdaq at the opening of business on December 23, 2024.

The Company’s name change reflects its expanded vision and commitment to building a portfolio of operating companies and assets with significant growth potential. As PMGC Holdings Inc. (“PMGC Holdings”), the Company will concentrate on enhancing operational efficiencies across its existing entities, pursuing synergistic acquisitions, and considering strategic divestitures of assets or companies that are underperforming or do not align with its long-term strategy. In doing so, the Company aims to reduce costs, optimize returns, and enhance shareholder value.

Benefits of Redomiciling to Nevada

The Company’s decision to redomicile from Delaware to Nevada aligns with its mission to streamline operations and create a more efficient legal and governance framework. Nevada offers several legal benefits, including:

1. Business-Friendly Regulatory Environment: Nevada provides a modern and flexible corporate law framework that supports growth-oriented businesses like PMGC Holdings Inc., with provisions designed to reduce legal and operational complexities.
2. Director and Officer Protections: Nevada statutes offer robust indemnification and liability protection for directors and officers, promoting confident leadership and decision-making.
3. Cost Efficiency: Redomiciling to Nevada lowers state franchise tax obligations and other regulatory fees compared to those of Delaware, which the Company believes will result in significant long-term cost savings for the Company and its shareholders.
4. Flexibility in Shareholder Governance: Nevada law provides flexibility in shareholder governance, including provisions for corporate structuring and amendments, which align well with PMGC Holdings’ diversified holding company strategy.

Current Portfolio

The portfolio consists of the following key subsidiaries, representing the Company’s commitment to innovation and shareholder value creation:

• Elevai Skincare Inc. Specializing in physician-dispensed skincare solutions powered by its proprietary Precision Regenerative Exosome Technology™ (PREx™).
• Elevai Biosciences Inc. Focused on biopharmaceutical advancements, including developing IND-ready treatments for obesity and muscle preservation, EL-22 and EL-32.
• Elevai Research Inc. Used to conduct research in life sciences, focusing on research and development in Canada, supported by grants and strategic partnerships.
• PMGC Capital LLC. A multi-strategy investment vehicle engaging in investing, lending, and seeking diversified opportunities across various markets. PMGC Capital LLC invests in a wide range of assets, from equities to real assets and alternatives, provides loans to promising businesses, and capitalizes on opportunistic strategies, which include distressed assets, special situations, and emerging market opportunities. PMGC Capital LLC’s goal is to achieve superior risk-adjusted returns by balancing traditional investments with innovative, opportunistic ventures, thereby offering both growth potential and stability through a diversified portfolio.

The Company’s streamlined reorganization positions PMGC Holdings Inc. for sustainable growth and operational excellence as a diversified holding company committed to maximizing shareholder value.

Effective as of the redomestication, the Company’s new parent company website will be: www.pmgcholdings.com.

About Elevai Labs Inc. (name change to be made to PMGC Holdings Inc. following Redomestication)

Elevai Labs Inc. (name change to be made to PMGC Holdings Inc. following redomestication) PMGC Holdings Inc. is a diversified holding company that manages and grows its portfolio through strategic acquisitions, investments, and development across various industries. Currently, our portfolio consists of four wholly owned subsidiaries: Elevai Skincare Inc., Elevai Biosciences Inc., Elevai Research Inc., and PMGC Capital LLC. We are committed to exploring opportunities in multiple sectors to maximize growth and value. For more information, please visit https://www.elevailabs.com

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:
IR@elevailabs.com

FAQ

When will ELAB's name change from Elevai Labs to PMGC Holdings become effective?

The name change will become effective on Nasdaq at the opening of business on December 23, 2024.

Will ELAB's stock symbol change after the redomiciliation to Nevada?

No, the company will continue to trade on Nasdaq under the ticker symbol 'ELAB'.

What are the main subsidiaries in PMGC Holdings' (ELAB) portfolio?

The portfolio includes Elevai Skincare Inc., Elevai Biosciences Inc., Elevai Research Inc., and PMGC Capital

What financial benefits will ELAB gain from redomiciling to Nevada?

The company expects significant long-term cost savings through lower state franchise tax obligations and reduced regulatory fees compared to Delaware.

What is PMGC Capital 's investment strategy within ELAB's portfolio?

PMGC Capital is a multi-strategy investment vehicle that invests in equities, real assets, alternatives, provides business loans, and pursues opportunities in distressed assets and special situations.