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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
April 2, 2026
| PMGC Holdings Inc. |
| (Exact name of registrant as specified in its charter) |
| Nevada |
|
001-41875 |
|
33-2382547 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
c/o 120 Newport Center Drive
Newport Beach, CA |
|
92660 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including area
code: (888) 445-4886
N/A
(Former name or former address, if changed since last
report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of
the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, $0.0001 par value |
|
ELAB |
|
The Nasdaq Stock Market LLC |
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).
Emerging growth company ☒
If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
Item 7.01 Regulation FD Disclosure.
On April 2, 2026, PMGC Holdings Inc. (the “Company”)
issued a press release, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K (“Form 8-K”).
The information furnished pursuant to this Item 7.01,
including Exhibit 99.1, shall not be deemed “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, and shall not be deemed to be incorporated
by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly
set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release dated April 2, 2026. |
| 104 |
|
Cover Page Interactive Data File (formatted in Inline XBRL). |
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: April 2,
2026
| PMGC Holdings, Inc. |
|
| |
|
|
| By: |
/s/ Graydon Bensler |
|
| Name: |
Graydon Bensler |
|
| Title: |
Chief Executive Officer |
|
Exhibit 99.1
PMGC Holdings Inc. Announces the Formation of New Subsidiary, NorthStrive
Defense Tech to Target High-Growth Defense, Drone and Autonomous Systems Sector
Newport Beach, California – April 2, 2026 PMGC
Holdings Inc. (the “Company” or “PMGC”), a diversified holding company, today announced the launch of a new wholly
owned subsidiary, NorthStrive Defense Tech LLC (“NorthStrive Defense Tech”). The Company plans for NorthStrive Defense Tech
to operate in the defense technology sector, with an emphasis on drone technology, autonomous systems, and next generation unmanned defense
solutions.
NorthStrive Defense Tech has been established to
serve as a focused platform for the Company’s strategy to identify, acquire, and license advanced defense technologies, with an
initial emphasis on drone and autonomous systems. The initiative is centered on sourcing differentiated and underutilized defense technologies
through a range of acquisition, licensing, and partnership channels.
The Company believes the defense sector is undergoing
a period of significant transformation, driven by growing global defense spending, regulatory shifts favoring domestically sourced technologies,
and the rapid adoption of unmanned and autonomous systems across military and national security operations. Drone technologies in particular
have become an increasingly critical component of modern defense infrastructure across surveillance, logistics, and tactical deployment.
A key element of PMGC’s strategy is the ability to leverage its existing
vertically integrated infrastructure. The Company’s wholly-owned operating subsidiaries, AGA Precision Systems LLC and Silicon Valley
Machining, Inc., already engage with companies in the aerospace, defense, and space sectors. By identifying, acquiring, and licensing
innovative defense technologies, the Company intends to accelerate commercialization through its established customer base.
PMGC envisions NorthStrive Defense Tech as a dedicated vehicle for PMGC
to build a pipeline of defense-related technologies and evaluate multiple pathways to commercialization, including acquisitions, strategic
partnerships, licensing arrangements, and the formation of standalone operating entities. There can be no assurance that NorthStrive Defense
Tech LLC will successfully identify, acquire, license, or commercialize any defense technologies, or that any such activities will result
in revenue generation or operational success. We intend to make a follow up announcement shortly. The formation of NorthStrive Defense
Tech reflects PMGC’s continued expansion into sectors it views as high growth. In such sectors, the Company believes it can leverage
its capital markets expertise, deal sourcing capabilities, and operational strategy to drive long-term shareholder value.
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. 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’s 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, 2025, filed with the SEC on March 30, 2026, 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
