PMGC Holdings Inc. Announces $1.48 Million Registered Direct Offering Priced At-The Market Under Nasdaq Rules

Rhea-AI Summary

PMGC Holdings Inc. (Nasdaq: ELAB) has announced a registered direct offering priced at-the-market under Nasdaq rules, aiming to raise approximately $1.48 million. The company has entered into definitive agreements with investors for the sale of 294,450 shares of common stock at $5.04 per share.

The offering includes pre-funded warrants with an exercise price of $0.001 per share. Following the offering, PMGC will have approximately 872,411 shares of common stock outstanding. The transaction is expected to close around March 24, 2025, subject to customary closing conditions.

Univest Securities, is serving as the sole placement agent for the offering, which is being conducted under a shelf registration statement on Form S-3 previously declared effective by the SEC on February 7, 2025.

Positive

• Successful execution of at-market offering maintaining current market price levels
• Additional $1.48 million in gross proceeds strengthening company's capital position

Negative

• Dilution of existing shareholders with 294,450 new shares being issued
• Relatively small offering size may indicate investor interest or funding options

Insights

Financial Analyst

PMGC Holdings' $1.48 million registered direct offering represents a significant dilutive event for existing shareholders. The company is selling 294,450 shares at $5.04 per share, which is approximately 21% below the current market price of $6.40 - a substantial discount that suggests challenging fundraising conditions.

The most concerning aspect is the dilution magnitude. With 872,411 shares outstanding post-offering (compared to approximately 577,961 currently), existing shareholders will experience roughly 51% ownership dilution. This level of dilution is unusually high for a capital raise relative to the company's $3.25 million market capitalization.

Notably absent from the announcement is any information regarding use of proceeds, leaving investors unable to evaluate whether this capital will fund growth initiatives, address debt obligations, or simply maintain operations. This lack of transparency raises questions about strategic direction.

For existing shareholders, this offering presents an immediate reduction in proportional ownership without a clear offsetting benefit. While the additional capital strengthens the balance sheet, the substantial dilution and discounted pricing structure indicates significant pressure on the company's financing options and represents an unfavorable development for current investors.

NEWPORT BEACH, Calif., March 21, 2025 (GLOBE NEWSWIRE) -- PMGC Holdings Inc. (Nasdaq: ELAB) (“PMGC” or the “Company”), a diversified holding company, today announced that it has entered into a definitive agreement with several investors for the purchase and sale of an aggregate of 294,450 of the Company’s common stock, par value $0.0001 per share (the “Shares”) (or pre-funded warrants in lieu thereof) at a purchase price of $5.04 per share in a registered direct offering priced at-the-market under Nasdaq. The purchase price for the pre-funded warrants is identical to the purchase price for Shares, less the exercise price of $0.001 per share. Following the offering the Company will have approximately 872,411 shares of common stock issued and outstanding.

The aggregate gross proceeds to the Company in this offering are expected to be approximately $1.48 million. The transaction is expected to close on or about March 24, 2025, subject to the satisfaction of customary closing conditions.

Univest Securities, LLC is acting as the sole placement agent.

The registered direct offering is being made pursuant to a shelf registration statement on Form S-3 (File No. 333-284505) previously filed by the Company and declared effective by the U.S. Securities and Exchange Commission (“SEC”) on February 7, 2025. A final prospectus supplement and accompanying prospectus describing the terms of the proposed offering will be filed with the SEC and will be available on the SEC's website located at http://www.sec.gov. Electronic copies of the final prospectus supplement and the accompanying prospectus may be obtained, when available, by contacting Univest Securities, LLC at info@univest.us, or by calling +1 (212) 343-8888.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sales of such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. Copies of the prospectus supplement relating to the registered direct offering, together with the accompanying base prospectus will be filed by the Company and, upon filing, can be obtained at the SEC's website at www.sec.gov.

About PMGC Holdings Inc.

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 three wholly owned subsidiaries: Northstrive Biosciences Inc., PMGC 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.pmgcholdings.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.

For more information, please contact:
IR@pmgcholdings.com

FAQ

What is the size and price of PMGC Holdings (ELAB) March 2025 offering?

PMGC Holdings is offering 294,450 shares at $5.04 per share, aiming to raise $1.48 million through a registered direct offering.

When will PMGC Holdings (ELAB) March 2025 offering close?

The offering is expected to close on or about March 24, 2025, subject to customary closing conditions.

How many shares will PMGC Holdings (ELAB) have outstanding after the March 2025 offering?

Following the offering, PMGC Holdings will have approximately 872,411 shares of common stock outstanding.

What type of warrants are included in PMGC Holdings (ELAB) March 2025 offering?

The offering includes pre-funded warrants with an exercise price of $0.001 per share, priced identically to shares less the exercise price.