Form 8-K

8-K — PMGC Holdings Inc.

Accession: 0001213900-26-096784

Filed: 2026-09-02

Period: 2026-08-27

CIK: 0001840563

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Entry into a Material Definitive Agreement

Item: Material Modifications to Rights of Security Holders

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0304419-8k_pmgchold.htm (Primary)

EX-3.1 — CERTIFICATE OF AMENDMENT FILED AUGUST 31, 2026 (ea030441901ex3-1.htm)

EX-10.1 — FORM OF FIRST AMENDMENT TO LICENSE AND DEVELOPMENT AGREEMENT BETWEEN NORTHSTRIVE BIOSCIENCES INC (ea030441901ex10-1.htm)

EX-99.1 — PRESS RELEASE DATED SEPTEMBER 1, 2026 (ea030441901ex99-1.htm)

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8-K — CURRENT REPORT

8-K (Primary)

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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):

August 27, 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 1.01 Entry Into a Material Definitive Agreement.

On August 27, 2026, NorthStrive Biosciences Inc.

(“NorthStrive Biosciences’), a wholly owned subsidiary of PMGC Holdings Inc. (the “Company’), entered into the

First Amendment (such amendment, “Amended License Agreement”) to the Development and License Agreement with Yuva Biosciences,

Inc., a Delaware corporation (“YuvaBio”). The Development and License Agreement was entered into previously between NorthStrive

Biosciences and YuvaBio (the “Parties”) on April 9, 2025.

The Amendment formalized the launch of a three-phase expansion program

between the parties to advance all four AI-discovered compounds toward lead compound nomination and updated certain terms of the License

Agreement, including the scope of the Parties’ AI Development Program, the underlying intellectual property framework, governing

developed technology, the field of use definitions, and associated financial terms.

More specifically, the Amendment amended and restated

Section 1.2 of the License Agreement in its entirety to state the following:

1.2 “AI Development Program” or “AIDP”

means the activities that are conducted by YuvaBio under this Agreement in accordance with the Development Plan outlined in Exhibit A.

The AIDP will involve conducting AI activities in three phases (Phase I, Phase II, and Phase III, as set forth in Appendix A) using YuvaBio’s

proprietary methodologies and systems (“AI Activities”). Specifically, Phase I employs AI Activities to assess therapeutic

potential but does not identify specific compounds; Phase II utilizes AI Activities to virtually screen and identify a defined list of

candidate compounds predicted to have certain desired effects; and Phase III focuses exclusively on biological validation of compounds.

Any development beyond the completed Phase III of the AIDP, as described herein shall be known as the “Expansion Program,”

which shall constitute AI Activities under the AIDP. The Expansion Program is a three (3)-phase program, consisting of Expansion Phase

I, Expansion Phase II, and Expansion Phase III, designed to develop any biologically validated compounds resulting from the AIDP. The

Expansion Program includes activities conducted by YuvaBio in accordance with the Expansion Development Plan outlined in Exhibit C.

The Amendment amended and restated Section 1.14 of the License Agreement

in its entirety to state the following:

1.14 “Northstrive Field of Use” or “Northstrive FOU”

means “Cardiac Diseases” and “Obesity”. Cardiac Diseases are diseases primarily targeting cardiac pathology and

specifically excluded diseases with secondary cardiac involvement. Obesity is both the disease named obesity as well as the condition

of excess body fat or increased Body Mass Index (“BMI”) to the point determined by relevant health organizations.

The following Sections 1.22 (AI Results) and 1.23

(YuvaBio Platform Technology) were added to Section 1 (Definitions) of the License Agreement:

1.22 “AI Results” means the final

list of up to four compounds identified and recommended by YuvaBio which demonstrate biological activity in upregulating ANT in the lab

and the raw data with respect to those compounds.1.23 “YuvaBio Platform Technology” means all technology, materials, information,

data, know-how and Intellectual Property Rights owned, controlled, developed or used by or on behalf of YuvaBio that constitute, relate

to, enable, support or improve YuvaBio’s general discovery, screening, validation or mitochondrial biology platforms, including:

(a) MitoNova™, and all software, source

code, object code, algorithms, workflows, computational methods, model architectures, model parameters, model weights, prompts, pipelines,

interfaces and documentation relating thereto;

(b) all artificial intelligence, machine-learning,

statistical, cheminformatics, bioinformatics, docking, pose-prediction and other computational models and methods;

testing data and datasets, including YuvaBio’s internally generated mitochondrial biogenesis promoter data, the Expansion Program’s

screening data, and other proprietary datasets;

(d) the Mitochondrial Biogenesis Panel, including

its composition, selection and arrangement of markers, assay methods, interpretation methods, validation criteria, reference data and

associated know-how;

(e) all assay platforms, screening platforms,

databases, mechanistic findings, libraries, laboratory methods, analytical methods, research tools, workflows, processes and generalizable

scientific or technical know-how of YuvaBio; and

(f) all modifications, improvements, enhancements,

derivatives and developments of any of the foregoing, whether created before, during or after the Expansion Program.

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 August 31, 2026, PMGC Holdings Inc. (the “Company”)

filed a Certificate of Amendment to the Company’s Articles of Incorporation (the “Certificate of Amendment”) with the

Secretary of State of the State of Nevada. The Certificate of Amendment amended and restated Article IV, Section 1 of the Company’s

Articles of Incorporation to increase the total number of shares of capital stock that the Company is authorized to issue to 1,500,000,000

shares, consisting of (i) 1,000,000,000 shares of common stock, par value $0.0001 per share, and (ii) 500,000,000 shares of preferred

stock, par value $0.0001 per share. The Certificate of Amendment was approved by the holders of shares representing 60.34% of the Company’s

voting power and was adopted in accordance with Section 78.390 of the Nevada Revised Statutes. The foregoing description of the Certificate

of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment,

a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On September 1, 2026, NorthStrive Biosciences

Inc., a Delaware corporation and wholly owned subsidiary of 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”), which disclosed the Amendment and the

material terms of the Amendment

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

3.1

Certificate of Amendment filed August 31, 2026.

10.1

Form of First Amendment to License and Development Agreement

between NorthStrive Biosciences Inc.

99.1

Press Release dated September 1, 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: September 2, 2026

PMGC Holdings, Inc.

By:

/s/ Graydon Bensler

Name:

Graydon Bensler

Title:

Chief Executive Officer

EX-3.1 — CERTIFICATE OF AMENDMENT FILED AUGUST 31, 2026

EX-3.1

Filename: ea030441901ex3-1.htm · Sequence: 2

Exhibit 3.1

EX-10.1 — FORM OF FIRST AMENDMENT TO LICENSE AND DEVELOPMENT AGREEMENT BETWEEN NORTHSTRIVE BIOSCIENCES INC

EX-10.1

Filename: ea030441901ex10-1.htm · Sequence: 3

Exhibit 10.1

Form of FIRST

AMENDMENT

DEVELOPMENT AND

LICENSE AGREEMENT

This FIRST AMENDMENT TO DEVELOPMENT AND LICENSE

AGREEMENT (“First Amendment”) is entered and made effective as the date of last signature (the “First

Amendment Effective Date”), by and between:

(a) Northstrive Biosciences Inc., f/k/a Elevai

Biosciences, Inc. (a subsidiary of PMGC Holdings, Inc. f/k/a Elevai Labs, Inc.), with an

office at [***] (“NorthStrive”); and

(b) Yuva Biosciences, Inc., a Delaware corporation

with its principal office at [***] (“YuvaBio”) (hereunder referred to

jointly as the “Parties” or individually as a “Party”).

WHEREAS, NorthStrive

and YuvaBio entered into that certain Development and License Agreement dated April 9, 2025 (the “Original Agreement”);

WHEREAS, the Parties

completed activities contemplated under the AI Development Program (“AIDP”) identified in the Original Agreement;

WHEREAS, the Parties

identified four compounds, listed as [***], [***], [***], and [***] (the “Validated Compounds”) in Exhibit C, following

the completion of the final AIDP Phase III as set forth in the Phase III Results Report dated June 22, 2026;

WHEREAS, the Parties

desire to further develop the Validated Compounds via an Expansion Program, as described in Exhibit C attached hereto and incorporated

into the Original Agreement;

WHEREAS, NorthStrive

and YuvaBio now wish to amend the Original Agreement as set forth in this First Amendment.

NOW THEREFORE, in consideration

of the mutual covenants of the parties and for other good and valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, the parties agree as follows:

1. All capitalized terms used, but not

otherwise defined, in this First Amendment shall have the same meaning given to them in the

Original Agreement. All references to “Agreement” in the Original Agreement and

this First Amendment are deemed to include this First Amendment.

2. Section 1.2 (AI Development Program)

of the Original Agreement is hereby amended and restated in its entirety to state the following:

1.2 “AI Development Program”

or “AIDP” means the activities that are conducted by YuvaBio under this Agreement in accordance with the Development

Plan outlined in Exhibit A. The AIDP will involve conducting AI activities in three phases (Phase I, Phase II, and Phase III, as set

forth in Appendix A) using YuvaBio’s proprietary methodologies and systems (“AI Activities”). Specifically,

Phase I employs AI Activities to assess therapeutic potential but does not identify specific compounds; Phase II utilizes AI Activities

to virtually screen and identify a defined list of candidate compounds predicted to have certain desired effects; and Phase III focuses

exclusively on biological validation of compounds. Any development beyond the completed Phase III of the AIDP as described herein shall

be known as the “Expansion Program,” which shall constitute AI Activities under the AIDP. The Expansion Program is

a three (3)-phase program, consisting of Expansion Phase I, Expansion Phase II, and Expansion Phase III, designed to develop any biologically

validated compounds resulting from the AIDP. The Expansion Program includes activities conducted by YuvaBio in accordance with the Expansion

Development Plan outlined in Exhibit C.

3. Section 1.14 (Northstrive Field of

Use or Northstrive FOU) of the Original Agreement is hereby amended and restated in its

entirety to state the following:

1.14 “Northstrive

Field of Use” or “Northstrive FOU” means “Cardiac Diseases” and “Obesity”. Cardiac

Diseases are diseases primarily targeting cardiac pathology and specifically excluded diseases with secondary cardiac involvement. Obesity

is both the disease named obesity as well as the condition of excess body fat or increased Body Mass Index (“BMI”) to the

point determined by relevant health organizations.

4. The following Sections 1.22 (AI Results)

and 1.23 (YuvaBio Platform Technology) are hereby added to Section 1 (Definitions)

of the Original Agreement:

1.22 “AI

Results” means the final list of up to four compounds identified and recommended by YuvaBio which demonstrate biological activity

in upregulating ANT in the lab and the raw data with respect to those compounds.

1.23 “YuvaBio

Platform Technology” means all technology, materials, information, data, know-how and Intellectual Property Rights owned,

controlled, developed or used by or on behalf of YuvaBio that constitute, relate to, enable, support or improve YuvaBio’s general

discovery, screening, validation or mitochondrial biology platforms, including:

(a) MitoNova™, and all software, source

code, object code, algorithms, workflows, computational methods, model architectures, model parameters, model weights, prompts, pipelines,

interfaces and documentation relating thereto;

(b) all artificial intelligence, machine-learning,

statistical, cheminformatics, bioinformatics, docking, pose-prediction and other computational models and methods;

testing data and datasets, including YuvaBio’s internally generated mitochondrial biogenesis promoter data, the Expansion Program’s

screening data, and other proprietary datasets;

(d) the Mitochondrial Biogenesis Panel, including

its composition, selection and arrangement of markers, assay methods, interpretation methods, validation criteria, reference data and

associated know-how;

(e) all assay platforms, screening platforms,

databases, mechanistic findings, libraries, laboratory methods, analytical methods, research tools, workflows, processes and generalizable

scientific or technical know-how of YuvaBio; and

(f) all modifications, improvements, enhancements,

derivatives and developments of any of the foregoing, whether created before, during or after the Expansion Program.

5. The title of Section 2 (AI Development

Program) of the Original Agreement is hereby amended and restated in its entirety to

state the following:

2. AI DEVELOPMENT PROGRAM AND EXPANSION

PROGRAM

6. Section 2.1 (AI Development Program)

of the Original Agreement is hereby amended and restated in its entirety to state the following:

2.1 AI Development

Program and Expansion Program. Subject to the terms and conditions set forth herein, Northstrive and YuvaBio agree to work jointly

and diligently with each other toward the objectives of the AI Development Plan outlined in Exhibit A. Subject to the terms and conditions

set forth herein, Northstrive and YuvaBio agree to work jointly and diligently with each other toward the objectives of the Expansion

Program outlined in Exhibit C, provided that the Expansion Program shall be conducted by YuvaBio in accordance with Exhibit C. Each of

Section 2.2 (Change Orders), Section 2.3 (Coordination), Section 2.4 (Project Managers and Program Management),

Section 2.6 (Press Releases and Publications), Section 2.7 (Acknowledgement of YuvaBio Licensed Technology in Licensed Northstrive

FOU Products), and Section 2.8 (Compliance with 35 U.S.C. § 287) of the Original Agreement are hereby amended to include

a sentence providing:

Notwithstanding anything to the contrary

herein, the obligations and requirements set forth in this Section shall apply to the Expansion Program.

7. The following Section 2.5(b) (Consideration

and Payments for Expansion Program) is hereby added to Section 2 (AI Development Program)

of the Original Agreement:

2.5(b) Consideration and Payments

for Expansion Program. In consideration for the Expansion Program, Northstrive agrees to pay YuvaBio fixed, non-refundable fees totaling

[***] ([***]), inclusive of all personnel, laboratory, reagent, consumable, instrument, and analytical costs, on the following schedule:

i. Fifty Percent (50%) in the amount

of [***] ([***]), invoiced upon signing of this First Amendment and due upon invoicing;

ii. Twenty-Five Percent (25%) in the

amount of [***] [***]), invoiced upon YuvaBio’s written notice of completion of Expansion Phase II and due upon invoicing; and

iii. Twenty-Five Percent (25%) in the

amount of [***] ([***]), invoiced upon YuvaBio’s written notice of completion of Expansion Phase III and due upon invoicing.

8. Section 3.3 (Developed Technologies)

of the Original Agreement is hereby amended and restated in its entirety to state the

following:

3.3 Developed Technology.

Excluding the Northstrive Background IP, the YuvaBio Platform Technology, and the YuvaBio Background IP, all Intellectual Property Rights

made and/or developed under this Agreement will be subject to the following provisions, regardless of inventorship:

(a) YuvaBio Sole

Foreground IP. YuvaBio shall solely own all right, title and interest in and to the following (along with any Intellectual Property Rights

thereto) developed under this Agreement without regard to inventorship (collectively, YuvaBio Sole Foreground IP”):

i. all methods, techniques,

and processes for using artificial intelligence to discover drug targets and drug candidates, including as related to the AI Activities

and all software code developed;

ii. all results of

Phase II and Phase III of the AIDP, including the AI Results; and

iii. the results

of the Expansion Program outside of the Northstrive FOU, or any YuvaBio Platform Technology.

(b) Northstrive

Product IP. Subject to YuvaBio’s rights under Section 3.3(a), Northstrive shall solely own all right, title and interest in and

i. the Phase I results;

ii. the results of

the Expansion Program within the Northstrive FOU, including but not limited to the deliverables from the Expansion Program, so long as

those results are within the Northstrive FOU; and

iii. any Intellectual

Property Rights created by or on behalf of Northstrive that are specifically directed toward the development, manufacture, clinical and

therapeutic use, and commercialization of any Licensed Northstrive FOU Products (“Northstrive Product IP”). Northstrive Product

IP does not include any YuvaBio Sole Foreground IP.

9. Section 3.5 (License Grants) of

the Original Agreement is hereby amended and restated in its entirety to state the following:

3.5 License Grants

(a) Subject to

the terms of this Agreement, including Northstrive’s payment obligations under Sections 2.5 and 4, YuvaBio and its Affiliates hereby

grant to Northstrive a worldwide license with the right to grant sublicenses through multiple tiers, to the YuvaBio Licensed Technology,

such as is required for Northstrive to be able to exploit, use, commercialize, manufacture, or market any Licensed Northstrive FOU Products.

For the avoidance of doubt, Northstrive shall have no rights (express or implied, exclusive or nonexclusive) outside the Northstrive

Field of Use. For further clarity, the license granted in this Section 3.5 extends only to the YuvaBio Licensed Technology and does not

include, and Northstrive receives no right, title, interest, or license (express or implied) in or to, the YuvaBio Platform Technology,

which is retained solely by YuvaBio in accordance with Section 3.3. No right or license to the YuvaBio Platform Technology shall arise

by implication, estoppel, course of conduct, or as necessary to exploit the Licensed Northstrive FOU Products.

(b) During the

Term of this Agreement and for one (1) year following completion of Phase III, YuvaBio hereby grants to Northstrive a right of first

refusal (“ROFR”) to negotiate an exclusive license for any field of use outside of the Northstrive Field of Use which is within

the Expanded Field of Use. The “Expanded Field of Use” is defined as any cardiometabolic disease and explicitly excludes

ovarian-related diseases, neurodegenerative diseases and disorders and any conditions related to the skin and the hair. Prior to entering

into any agreement or transaction with any third party regarding such indications, YuvaBio shall provide Northstrive with written notice

of the proposed terms (“ROFR Notice”). Northstrive shall have fifteen (15) days from the receipt of the ROFR Notice to elect

to negotiate an exclusive license with YuvaBio on terms substantially similar to those contained in the ROFR Notice. If Northstrive does

not exercise this ROFR within the fifteen (15) day period or elects not to negotiate an exclusive license, YuvaBio shall be free to negotiate

and enter into agreements with third parties on terms no less favorable than those offered to Northstrive. If YuvaBio offers more favorable

terms to a third party, Northstrive must be given an opportunity to match those terms before any final agreement is executed with said

third party. Any dispute arising out of this Section 3.5(b) shall be resolved under the Expedited Procedure set forth in Section 8.7.

10. For the avoidance of doubt, each of

the four Validated Compounds ([***], [***], [***], and [***]) identified in Exhibit C is

a compound within the AI Results for all purposes of the Original Agreement, including Sections

1.11, 3.3, 4.1, and 4.5, and any compound nominated as a lead compound or backup compound

under the Expansion Program is likewise a compound within the AI Results.

11. Notwithstanding Section 5.3 of the

Original Agreement, if NorthStrive terminates this Agreement for convenience on or after

the First Amendment Effective Date and prior to completion of the Expansion Program, the

full amount of the fees set forth in Section 2.5(b), being [***] ([***]), less any such fees

already paid to YuvaBio, shall be immediately due and payable to YuvaBio, in addition to

any other amounts payable under Section 5.3. Such fees are fixed and non-refundable and are

not subject to reduction by reason of the Early Termination Fee.

12. Except as expressly amended by this

First Amendment, all terms and conditions of the Original Agreement remain in full force

and effect and are hereby ratified and confirmed. In the event of any conflict between this

First Amendment (including Exhibit C) and the Original Agreement, this First Amendment controls

solely with respect to the Expansion Program. This First Amendment is governed by, and the

Parties’ rights and remedies (including dispute resolution under Sections 8.5–8.7)

are as set forth in, the Original Agreement.

13. This First Amendment may be executed

in two or more counterparts, each of which will be deemed an original but all of which together

will constitute one and the same instrument. In addition, signatures affixed and transmitted

electronically will be effective in all respects and treated the same as original hand-written

signatures placed on hard copies.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned duly

authorized representatives of the parties have executed this First Amendment and cause it to be effective as of the First Amendment Effective

Date.

NORTHSTRIVE BIOSCIENCES, INC.

YUVA BIOSCIENCES, INC.

By:

/s/ Graydon Bensler

By:

/s/ Greg Schmergel

Print Name:

Graydon Bensler

Print Name:

Greg Schmergel

Title:

CEO

Title:

Chairman

Date:

8/27/2026

Date:

8/27/2026

EXHIBIT C

EXPANSION DEVELOPMENT PLAN (Confidential)

The Expansion Program is a three-phase (I, II,

and III) program that builds directly upon the four compounds confirmed in the initial Phase III. Each expansion phase is designed to

progressively de-risk the selected compounds, moving from assay development and qualification, to confirmation in mature muscle, to functional

and mechanistic validation, while narrowing the compound set.

Validated Compounds

Compound Name

[***]

Technology Summary

The Expansion Program uses three core components:

[***]

Expansion Phase I

Assay Development and Optimization

[***]

Scope-of-Work:

● [***]

[***]

Expansion Phase II

Confirmation of Validated Compounds in Mature

Muscle to Identify a Lead Set

[***]

Scope-of-Work:

●

[***]

●

[***]

Expansion Phase III

Marker Expansion, Mitochondrial Biogenesis

Panel, & Functional Readout

[***]

Scope-of-Work:

●

[***]

●

[***]

●

[***]

●

[***]

1. Research Nature; No Guaranteed Outcome

The Parties acknowledge that the Expansion Program

consists of experimental scientific research and development activities, the results of which are inherently uncertain.

YuvaBio shall perform the Expansion Program:

(a) using commercially reasonable efforts;

(b) in a professional and workmanlike manner;

and

of work set forth in Exhibit C.

Except as expressly stated above, YuvaBio does

not represent, warrant or guarantee that the Expansion Program will:

(i) produce positive, reproducible, statistically

significant or commercially useful results;

(ii) confirm biological activity for any Validated

Compound;

(iii) identify or validate any particular target,

marker, mechanism of action or pathway;

(iv) result in a qualified assay, validated reagent

or successful functional readout where scientifically or technically infeasible despite commercially reasonable efforts;

(v) result in the nomination of a lead compound

or backup compound;

(vi) establish the safety, efficacy, patentability,

freedom to operate, manufacturability, regulatory acceptability or commercial viability of any compound or product; or

(vii) support any particular regulatory filing,

clinical trial or commercial product.

Negative, inconclusive, non-reproducible or null

results shall constitute valid Expansion Program results and shall not, by themselves, constitute a failure by YuvaBio to perform its

obligations.

If no compound satisfies the applicable pre-specified

scientific criteria, YuvaBio may complete the applicable Expansion Phase by delivering a report describing the work performed, the resulting

data and its scientific conclusions, including a recommendation that no compound advance.

If fewer than two compounds are scientifically

supportable as a lead and backup, YuvaBio shall have no obligation to nominate an unsupported lead or backup compound. In that event,

YuvaBio shall deliver its scientifically supported recommendation, which may consist of one lead compound, no backup compound or no nominated

compound.

An Expansion Phase shall be deemed completed

upon YuvaBio’s substantial performance of the applicable scope of work and delivery of the applicable report, data or other deliverables

specified in Exhibit C. Completion shall not be conditioned on Northstrive’s acceptance, approval of the results or achievement

of any particular scientific outcome.

Any material repetition of completed experiments,

expansion of the number of compounds, markers, doses, timepoints, replicates or assay formats, or materially additional assay-development

or troubleshooting work beyond the scope reasonably contemplated by Exhibit C shall require a mutually executed Change Order, including

any corresponding adjustment to fees and timeline.

SCHEDULE 1 — PROJECT TIMELINE (ESTIMATE)

The Expansion Program is estimated to span approximately

[***]weeks of laboratory work, conducted by YuvaBio, beginning with assay development (Expansion Phase I) and executed sequentially thereafter.

Project progress will be shared through a monthly project update meeting (at a minimum).

Expansion Phase

Key Activities

Deliverables

Est. Weeks

Phase I

[***]

Phase II

[***]

Phase III

[***]

Total

[***]

SCHEDULE 2 — PROPOSED BUDGET

The Expansion Program is conducted by YuvaBio.

Consideration consists solely of fixed, non-refundable YuvaBio fees, which are inclusive of all personnel, laboratory, reagent, consumable,

instrument, and analytical costs required to perform the Scope of Work set forth in this Exhibit C.

Expansion Phase

Scope Costs

Phase I

[***]

Phase II

[***]

Phase III

[***]

Total

[***]

Payment Schedule

[***]

EX-99.1 — PRESS RELEASE DATED SEPTEMBER 1, 2026

EX-99.1

Filename: ea030441901ex99-1.htm · Sequence: 4

Exhibit 99.1

NorthStrive Biosciences Expands AI-Driven Drug Discovery Program

with Yuva Biosciences, Advancing Four AI-Discovered Compounds Toward Lead Nomination in Cardiac Disease and Obesity

Pursuant to a First Amendment to the Development and License

Agreement, NorthStrive Biosciences and Yuva Biosciences launch a three-phase Expansion Program to advance all four AI-discovered compounds

toward lead compound nomination, with key amendments to program scope, IP framework, and financial terms.

NEWPORT BEACH, Calif., September 1, 2026

(GLOBE NEWSWIRE) -- NorthStrive Biosciences Inc. ("NorthStrive Biosciences"), a subsidiary of PMGC Holdings Inc. (NASDAQ:

ELAB) ("PMGC" or the "Company"), today announced the execution of a First Amendment to its Development and

License Agreement (the “Amendment”) with strategic partner Yuva Biosciences, Inc. ("Yuva Biosciences"). The

Amendment formalizes the launch of a three-phase Expansion Program to advance all four AI-discovered compounds toward lead compound

nomination and updates key terms of the underlying agreement, including AI Development Program scope, the IP framework, governing

developed technology, the field of use definitions, and associated financial terms.

The Expansion Program is a structured, three-phase development plan

that builds directly on the positive Phase III results announced on July 1, 2026, in which four small-molecule candidates selected by

Yuva Biosciences’ proprietary MitoNova™ AI-powered platform demonstrated statistically significant increases in ANT1, a mitochondrial

protein central to skeletal muscle energy metabolism, in primary human skeletal muscle cells. Each Expansion Program phase is designed

to progressively de-risk the validated compounds while narrowing the compound set toward a nominated lead.

Expansion Program Overview

The expansion program will advance the four AI-discovered compounds

through a three-phase development process designed to confirm ANT1 induction in differentiated human myotubes, further characterize their

mitochondrial activity and functional effects, and progressively narrow the candidates based on the resulting data. The program is expected

to take approximately 6 months and will culminate in the nomination of a lead compound and designated backup for further development.

The three phases are structured sequentially: Expansion Phase I establishes

a qualified assay and standard operating procedure; Expansion Phase II confirms ANT1 induction in a more mature muscle model and produced

ranked, go/no-go data for each compound; and Expansion Phase III profiles the lead candidates against Yuva Biosciences’ Mitochondrial

Biogenesis Panel, quantifies cellular ATP output, and delivers an integrated mechanism-of-action hypothesis alongside the lead nomination.

The result is a de-risked, nominated compound positioned for IND-enabling development in Cardiac Diseases and Obesity.

Defined Field of Use and Expanded Cardiometabolic Rights

The Development and License Agreement established NorthStrive Biosciences’

exclusive field of use as Cardiac Diseases and Obesity. The Amendment clarifies and strengthens the definitions of both indications,

aligning the program with the Company’s broader muscle preservation and metabolic health strategy, including potential applications

relevant to patients on GLP-1 receptor agonist therapies. In addition, the Amendment grants NorthStrive Biosciences a right of first

refusal, during the term of the agreement and for one year following completion of Phase III, to negotiate an exclusive license across

the broader cardiometabolic field. The cardiometabolic disease market represents one of the largest and fastest-growing markets in medicine,

and the expanded rights position NorthStrive Biosciences to pursue meaningful commercial opportunities across both Cardiac Diseases and

Obesity.1

1 https://www.expertmarketresearch.com/reports/cardiometabolic-disease-market

Connection to Prior Program Update

On July 1, 2026, the Company announced positive Phase III results

and noted that the proposed next stage would evaluate whether ANT1 induction is maintained in a more mature muscle model. The Expansion

Program announced today formalizes that next stage. View the prior PMGC press release here.2

Next Steps

Yuva Biosciences is expected to commence Expansion Phase I assay development,

with the program executed sequentially thereafter. The Company plans to provide updates upon the completion of key Expansion Program milestones,

including the confirmation results from Expansion Phase II and the lead compound nomination expected from Expansion Phase III.

About Yuva Biosciences, Inc.

Yuva Biosciences, Inc. is a mitochondrial sciences AI company that

uses advanced artificial intelligence to identify and develop therapeutic and natural candidates targeting aging-related pathways. Its

proprietary MitoNova™ AI-powered platform integrates biological, chemical, and mitochondrial-function datasets to accelerate the

discovery of compounds with the potential to improve cellular processes and overall tissue health. Multiple products incorporating compounds

discovered by Yuva Biosciences are already on the market, including Revive+ by BosleyMD, MitoActive by Arata, and Core100 by Rerise Health.

Yuva Biosciences is headquartered in Birmingham, Alabama. For more information, please visit www.yuvabio.com.

About NorthStrive Biosciences Inc.

NorthStrive Biosciences Inc., a PMGC Holdings Inc. company, is a biopharmaceutical

company focused on the development and acquisition of cutting-edge aesthetic medicines. NorthStrive’s lead asset, EL-22, leverages

an engineered probiotic approach to address the issue of preserving muscle while on weight loss treatments, including GLP-1 receptor agonists.

For more information, please visit www.northstrivebio.com.

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, the ability to obtain, maintain

and enforce patent protection, whether patent applications will issue or claims will be allowed, clinical and regulatory development timelines,

potential indications, safety and efficacy, and market opportunity. 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.

2 https://pmgcholdings.com/news/news-2026/northstrive-biosciences-announces-positive-results-from-phas2026-07-01-043202

Forward-looking statements in this press release include, but are not

limited to, statements regarding the expected conduct, scope, timing, cost and results of the Expansion Program, the potential confirmation

of ANT1 induction in differentiated human myotubes, the potential prediction and validation of additional mitochondrial markers, the potential

nomination of a lead compound and designated backup compound, the potential significance of the expanded field of use and the right of

first refusal across the cardiometabolic field, the Company’s muscle preservation and metabolic health strategy, and the potential

applications or benefits of the AI-driven drug discovery program.

The Expansion Program consists of experimental research and development

activities, the results of which are inherently uncertain, and the results described in prior updates are based on in vitro testing and

are preliminary in nature. The Company cannot provide assurance that any candidate will demonstrate similar activity in future testing,

differentiated models, animal studies, clinical studies, or any commercial application. There can be no assurance that the Company or

Yuva Biosciences will successfully complete the Expansion Program, advance any candidate, nominate a lead or backup compound, complete

additional studies, obtain regulatory approvals, develop a product candidate, or generate revenue from this program.

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

website 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

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