ELAB PMGC Holdings Inc

 

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): November 20, 2024

 

Elevai Labs Inc.

(Exact name of registrant as specified in its charter)

 

Delaware		001-41875		85-1399981
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

c/o 120 Newport Center Drive, Ste. 250 Newport Beach, CA		92660
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: (866) 794-4940

 

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 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 November 20, 2024, Elevai Labs Inc. (the “Company”) filed a Certificate of Amendment to the Company’s Third and Amended Certificate of Incorporation, as amended (the “Certificate of Amendment”), to effect a 1-for-200 reverse stock split (the “Split”) of the shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), on November 27, 2024.

 

The Certificate of Amendment provides that on November 27, 2024, every 200 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 November 27, 2024. The trading symbol for the Common Stock will remain “ELAB” after the Split. The Common Stock will be assigned a new CUSIP number (28622K 203) 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 November 22, 2024, 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 November 20, 2024.
99.1		Press Release dated as of November 22, 2024.
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: November 26, 2024

 

Elevai Labs, Inc.
By:	/s/ Graydon Bensler
Name:	Graydon Bensler
Title:	Chief Executive Officer, President and Director

 

 

2

 

Exhibit 3.1

 

CERTIFICATE OF AMENDMENT OF

THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF

ELEVAI LABS INC.

 

(Pursuant to Sections 242 of the General Corporation Law of the State of Delaware)

 

Elevai Labs Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:

 

FIRST: That the Board of Directors of Elevai Labs Inc. duly adopted resolutions setting forth a proposed amendment of the Third Amended and Restated Certificate of Incorporation of said corporation (the “Certificate of Incorporation”), declaring said amendments to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

 

“RESOLVED, that the Certificate of Incorporation of this corporation be amended by adding paragraph 4 to Section 4.2 of Article Fourth as follows:

 

“4. Effective as of 12:01 a.m. Eastern Time on November 27, 2024 (the “Effective Time”), each 200 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 thereafter, the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action by written consent, approved of the proposed amendment on August 12, 2024 pursuant to Section 242 of the General Corporation Law of the State of Delaware.

 

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

 

[Signature page follows]

 

State of Delaware
Secretary of State
Division of Corporations
Delivered 05:05 PM 11/20/2024
FILED 05:05 PM 11/20/2024
SR 20244272665 - File Number 3039472

 

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed on November 20, 2024.

 

	By:	/s/ Graydon Bensler
	Name:	Graydon Bensler
	Title:	Chief Executive Officer and Chief Financial Officer

 

 

 

Exhibit 99.1

 

Elevai Labs Inc. Announces Reverse Stock Split to Maintain Nasdaq Listing Compliance

 

November 22nd, 2024

 

NEWPORT BEACH, Calif., Nov. 22, 2024 (GLOBE NEWSWIRE) — Elevai Labs Inc. (NASDAQ: ELAB) (Elevai” or the “Company”) announced today it will implement a 1-for-200 reverse stock split (“Reverse Stock Split”) of its common stock, which will be effective at midnight on November 27, 2024. This initiative aligns with the Company’s efforts to meet Nasdaq’s minimum bid price requirement of $1.00 per share under Listing Rule 5550(a)(2).

 

Key Details of the Reverse Stock Split:

 

– Conversion Ratio: Every 200 shares of issued and outstanding common stock will be automatically consolidated into one share, with no 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 remains “ELAB”, the common stock now carries a new CUSIP number (28622K 203).

 

– Equity Adjustments: Outstanding stock awards, options, and the equity incentive plan have been adjusted proportionally to reflect the new share structure.

 

Purpose of the Reverse Stock Split:

 

The Reverse Stock Split is a critical step in ensuring compliance with Nasdaq’s listing requirements, allowing Elevai to maintain its presence on the Nasdaq Capital Market. A continued listing enhances the Company’s visibility, strengthens investor confidence, and positions Elevai for future growth.

 

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, which will provide detailed instructions.

 

– Share Value: The Reverse Stock 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 Reverse Stock Split there will be approximately 3.07 million shares of common stock issued and outstanding

 

 

Looking Ahead:

 

“The reverse stock split is a required measure to preserve Elevai’s Nasdaq listing and set the stage for our continued progress in innovation and shareholder value creation,” said Graydon Bensler, Chief Executive Officer of Elevai. “We are optimistic about the future and committed to executing our growth strategy.”

 

For additional information, please refer to Elevai’s full Form 8-K filing available regarding the Reverse Stock Split, filed on November 22, 2024, on the SEC’s website, or contact Elevai directly at IR@elevailabs.com.

 

About Elevai Labs, Inc.

 

Elevai Labs Inc. (NASDAQ: ELAB) specializes in medical aesthetics and biopharmaceutical drug development, focusing on innovations for skin aesthetics and treatments tied to obesity and metabolic health. The Company operates a diverse portfolio of three wholly owned subsidiaries across the medical aesthetics and biopharmaceutical sectors, Elevai Skincare Inc., Elevai Biosciences Inc., and Elevai Research Inc. For more information please visit 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 Elevai’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, 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

 

 

 

v3.24.3

Cover	Nov. 20, 2024
Cover [Abstract]
Document Type	8-K
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Document Period End Date	Nov. 20, 2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-41875
Entity Registrant Name	Elevai Labs Inc.
Entity Central Index Key	0001840563
Entity Tax Identification Number	85-1399981
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	c/o 120 Newport Center Drive
Entity Address, Address Line Two	Ste. 250
Entity Address, City or Town	Newport Beach
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92660
City Area Code	(866)
Local Phone Number	794-4940
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.0001 par value
Trading Symbol	ELAB
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

---