Form 8-K

8-K — PMGC Holdings Inc.

Accession: 0001213900-26-101143

Filed: 2026-09-18

Period: 2026-09-18

CIK: 0001840563

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0305855-8k_pmgchold.htm (Primary)

EX-99.1 — PRESS RELEASE DATED SEPTEMBER 18, 2026 (ea030585501ex99-1.htm)

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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):

September 18, 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 September 18, 2026, PMGC Holdings Inc. (the “Company”)

issued a press release announcing that the Company and its wholly owned subsidiary, NorthStrive Biosciences Inc., have entered into a

payment agreement with Longevity Health Holdings, Inc. securing the royalty payments owed in connection with PMGC’s January 2025

sale of its Elevai Skincare business. A copy of the press release 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 September 18, 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 18, 2026

PMGC Holdings, Inc.

By:

/s/ Graydon Bensler

Name:

Graydon Bensler

Title:

Chief Executive Officer

EX-99.1 — PRESS RELEASE DATED SEPTEMBER 18, 2026

EX-99.1

Filename: ea030585501ex99-1.htm · Sequence: 2

Exhibit 99.1

PMGC Holdings Inc. (Nasdaq: ELAB) Secures Five-Year Royalty Stream

from Elevai Skincare Sale Under Executed Payment Agreement with Longevity Health Holdings

● Binding, interest-bearing payment plan converts PMGC’s 5% net sales royalty into scheduled

monthly cash payments to NorthStrive Biosciences through August 2031, creating recurring, non-dilutive cash flow.

● Agreement covers the 2025 royalty and all future royalty and earnout payments, backed by joint and

several obligors, mandatory prepayments tied to Longevity capital events, and annual audit rights

NEWPORT BEACH, Calif., Sept. 18, 2026 (GLOBE

NEWSWIRE) -- PMGC Holdings Inc. (“PMGC” or the “Company”) (Nasdaq: ELAB), a diversified holding company, today

announced that the Company and its wholly owned subsidiary, NorthStrive Biosciences Inc. (“NorthStrive”), have entered into

a fully executed, interest-bearing payment agreement (the “Payment Agreement”) with Longevity Health Holdings, Inc., formerly

known as Carmell Corporation (“Longevity”), securing the royalty payments owed in connection with PMGC’s January 2025

sale of its Elevai Skincare business.

Under the asset purchase agreement dated December

31, 2024 governing the divestiture of Elevai Skincare Inc., PMGC negotiated ongoing earnout consideration including a five-year royalty

equal to five percent (5%) of net sales generated from the existing Elevai Skincare product line. The royalty rights are held by NorthStrive

pursuant to a consent to assignment entered into in December 2025, such that each royalty payment is payable directly to PMGC’s

subsidiary as it comes due.

The Payment Agreement transforms this royalty

entitlement into contractual, scheduled cash flow with defined payment dates, interest, and enforcement rights. Key terms include:

● Acknowledged obligation: Longevity has acknowledged its obligation to pay its 2025 royalty in the amount

of $94,937, with interest accruing at the Wall Street Journal Prime Rate plus 1.00% per annum from the royalty’s original April

2026 due date until paid in full;

● Structured monthly payments: installments of $10,000 per month commencing October 15, 2026, with all amounts

due no later than August 28, 2031;

● Full forward coverage: every future royalty and earnout payment that becomes due under the sale agreement

is automatically added to the payment plan on the same interest-bearing terms;

● Unconditional obligations: Longevity’s payment obligations are absolute and unconditional, without

setoff, counterclaim, or deduction, and Longevity is liable as primary obligor jointly and severally with the buyer of the Elevai Skincare

business, without any requirement that NorthStrive first pursue the buyer;

● Accelerated cash recovery: mandatory prepayments equal to fifteen percent (15%) of net cash proceeds Longevity

or the buyer receives from qualifying capital raises exceeding $350,000, asset sales outside the ordinary course of business, and settlements,

judgments, or insurance recoveries, in each case subject to limited exclusions; and

● Transparency and enforcement: annual net sales statements due within five (5) business days of Longevity’s

Annual Report on Form 10-K, annual audit rights, and acceleration and cost recovery rights upon payment default or insolvency.

For PMGC, the Payment Agreement converts the

earnout consideration negotiated in the Elevai Skincare divestiture into visible, recurring, interest-bearing cash flow. Every dollar

collected is non-dilutive to PMGC shareholders, and the five-year royalty structure allows the Company to continue participating in the

commercial performance of the Elevai Skincare product line long after the sale, while its capital and management focus remains on building

its precision manufacturing, biosciences, and defense technology businesses.

The agreement further underscores the deal architecture

that has defined PMGC’s evolution as a diversified holding company: structuring transactions to capture value at closing and for

years afterward, protecting contractual receivables with creditor-grade terms, and converting those rights into cash flow that supports

the Company’s acquisition-driven growth strategy without issuing equity or incurring debt.

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 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, 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

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