PMGC Holdings Inc. Announces Reverse Stock Split to Maintain Nasdaq Listing Compliance

Rhea-AI Summary

PMGC Holdings (NASDAQ: ELAB) has announced a 1-for-7 reverse stock split effective March 10, 2025, to maintain Nasdaq listing compliance. The split will automatically consolidate every 7 shares of common stock into one share, with fractional shares rounded up to one full share.

The company's trading symbol will remain 'ELAB' but will receive a new CUSIP number (73017P201). Post-split, approximately 577,000 shares will be outstanding. All outstanding stock awards, options, warrants, and shares reserved for equity incentive plans will be proportionally adjusted.

This action comes in response to recent Nasdaq rule changes from January 17, 2025, which include stricter policies on delisting: automatic suspension for stocks below $0.10 for 10 consecutive days, removal of stay periods after second compliance periods, and limitations on reverse split frequencies.

Positive

• Maintains Nasdaq listing eligibility
• No loss of value for fractional shareholders who receive rounded-up shares
• No shareholder approval required for implementation

Negative

• Indicates underlying share price weakness requiring emergency action
• Risk of delisting if $1 minimum bid price isn't maintained post-split
• Restricted from further reverse splits if price falls again
• Reduced float could impact stock liquidity

Insights

Financial Analyst

PMGC's announced 1-for-7 reverse split represents a defensive financial maneuver aimed at maintaining Nasdaq compliance rather than reflecting organic business growth. With the current share price mathematically below $1.00 (the split-adjusted target would exceed this threshold), the company is attempting to avoid delisting under Nasdaq's recently tightened requirements.

The timing is particularly significant given the January 2025 regulatory changes that removed the delisting stay period and reverse split options. Most concerning is the rule prohibiting additional compliance periods for companies conducting reverse splits within the past year, effectively giving PMGC only one shot at maintaining compliance.

Post-split, the float will shrink dramatically to approximately 577,000 shares, which could create liquidity challenges. While reverse splits are technically value-neutral (same market cap, fewer shares, higher price), they historically signal underlying financial weakness and often trigger selling pressure. The market typically views these actions as red flags, particularly for microcap companies with PMGC's $4.85 million market capitalization.

This maneuver buys time but doesn't address fundamental business challenges. Without subsequent operational improvements or capital raising, the company risks falling below compliance thresholds again, with fewer remediation options available under the new Nasdaq rules.

NEWPORT BEACH, Calif., March 06, 2025 (GLOBE NEWSWIRE) -- 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 IR@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.

IR Contact:
IR@pmgcholdings.com

FAQ

What is the ratio of PMGC Holdings (ELAB) reverse stock split announced for March 2025?

PMGC Holdings announced a 1-for-7 reverse stock split, meaning every 7 shares will be consolidated into one share.

How many shares of ELAB will be outstanding after the March 2025 reverse split?

Approximately 577,000 shares of common stock will be outstanding after the reverse split takes effect on March 10, 2025.

What happens to fractional shares in ELAB's March 2025 reverse split?

Shareholders entitled to fractional shares will receive one full share for each fractional portion.

What are the new Nasdaq compliance rules affecting ELAB's stock listing?

New rules include automatic delisting below $0.10 for 10 consecutive days, no stay period after second compliance period, and restrictions on reverse split frequency.