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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): January 10, 2025

 

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, Ste. 250

Newport Beach, CA

   92660
(Address of principal executive offices)   (Zip Code)

 

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

 

Elevai Labs Inc.

(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 240.13©(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 8.01 Other Events

 

(a) Compliance with Nasdaq Bid Price Rule

 

As previously reported, on November 7, 2024, we received a letter from Nasdaq (the “Bid Price Deficiency Letter”) granting an exception for us to cure our lack of compliance with the bid price requirement in Listing Rule 5550(a)(2) (such rule, the “Bid Price Rule,” and such deficiency of the Bid Price Rule, the “Bid Price Deficiency”). In the Bid Price Deficiency Letter, Nasdaq permitted our continued listing on Nasdaq on the conditions that: (1) on or before December 26, 2024, we complete a reverse split at a ratio sufficient to maintain long-term compliance with the Bid Price Rule; and (2) on or before January 9, 2025, we demonstrate compliance with the Bid Price Rule.

 

On January 14, 2024, the Company received a letter from Nasdaq (“Compliance Letter”) stating the Company had demonstrated compliance with the Bid Price Rule.

 

(b) Operating Subsidiary Name Changes

 

On January 10, 2025, Elevai Research Inc., a wholly owned subsidiary of the Company, changed its name to PMGC Research Inc. On January 14, 2025, Elevai Biosciences, Inc., a wholly owned subsidiary of the Company, changed its name to Northstrive Biosciences Inc.

 

Exhibit No.   Description
104   Cover Page Interactive Data File (formatted in Inline XBRL).

 

1

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: January 16, 2025

 

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

 

 

2

 

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Jan. 10, 2025
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Document Type 8-K
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Document Period End Date Jan. 10, 2025
Entity File Number 001-41875
Entity Registrant Name PMGC Holdings Inc.
Entity Central Index Key 0001840563
Entity Tax Identification Number 33-2382547
Entity Incorporation, State or Country Code NV
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
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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
Entity Information, Former Legal or Registered Name Elevai Labs Inc.
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