Form 8-K

8-K — PMGC Holdings Inc.

Accession: 0001213900-26-046876

Filed: 2026-04-23

Period: 2026-04-23

CIK: 0001840563

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0287349-8k_pmgc.htm (Primary)

EX-99.1 — PRESS RELEASE DATED APRIL 23, 2026 (ea028734901ex99-1.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):

April 23, 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 23, 2026, NorthStrive Defense Tech LLC,

a Nevada limited liability company 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”).

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 23, 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

23, 2026

PMGC Holdings, Inc.

By:

/s/ Graydon Bensler

Name:

Graydon Bensler

Title:

Chief Executive Officer

EX-99.1 — PRESS RELEASE DATED APRIL 23, 2026

EX-99.1

Filename: ea028734901ex99-1.htm · Sequence: 2

Exhibit 99.1

NorthStrive Defense Tech Acquires Patented GPS-Denied Autonomous Drone

Navigation Technology Option, Built for Defense and Counter-Unmanned Aircraft Systems

● Patented Software Visual-Inertial Cooperative Navigation Technology

has potential to Target Defense, Counter-Drone (C-UAS), Electronic Warfare, and Autonomous Unmanned Aircraft Systems Markets;

● Marks Second Contract Since Formation, Potentially Expanding Northstrive

Defense Tech’s Portfolio;

Newport Beach, California – April 23, 2026 – NorthStrive Defense

Tech LLC (“NorthStrive Defense Tech”), a wholly-owned subsidiary of PMGC Holdings Inc. (the “Company”) (NASDAQ:

ELAB), today announced it has secured a license option in connection with a proprietary, US patented autonomous navigation technology

through an exclusive option agreement (“Option Agreement”) with a corporation. The technology is designed to enable autonomous

positioning and navigation for unmanned aircraft systems (UAS) and drones operating in GPS-jammed, GPS-spoofed, and GPS-denied environments,

addressing a core capability gap identified by the U.S. Department of Defense (DoD) and allied defense programs worldwide.

The Option Agreement provides NorthStrive Defense Tech with an exclusive

option, within the aerospace and defense technologies field (“Field”), to obtain an exclusive license as to certain patent

rights for U.S. Patent No. 12,277,716 B2, covering a cooperative navigation system for unmanned aircraft systems (“UAS”),

also known as drones, operating in GPS-denied and GPS-degraded environments. The option is also for a non-exclusive license in the Field

as to certain know-how connected to these patent rights, as further set in the Option Agreement. On NorthStrive Defense Tech’s exercise

of this option, the parties will enter into negotiations for a definitive license agreement.

Patented Visual-Inertial Drone Navigation System for GPS-Jammed, GPS-Spoofed,

and GPS-Denied Environments

This technology has the potential to enable drones to navigate accurately

without GPS by using onboard cameras and inertial sensors to estimate position relative to the local environment. The approach applies

visual-inertial odometry (VIO) and sensor-fusion techniques, including an Extended Kalman Filter (EKF) for real-time state estimation

and cooperative multi-vehicle data sharing, which together represent foundational building blocks of next-generation autonomous systems.

When multiple drones operate, they share positional data in real time to collectively improve each vehicle’s accuracy, with performance

formally evaluated under real-world GPS-denied conditions.

GPS-denied navigation has emerged as one of the most urgent challenges

in modern drone operations. Conflicts in recent years have demonstrated that GPS signals cannot be relied upon in contested environments,

where jamming and spoofing are routinely deployed to disable unmanned systems. Vulnerabilities in Global Navigation Satellite System (GNSS)

signals have made anti-jamming and anti-spoofing capabilities a top priority within U.S. defense modernization programs, the Pentagon,

the Department of Defense (DoD), and allied NATO forces. That operational reality has driven substantial investment across the defense

sector, with the GPS-denied drone navigation market projected to grow at a CAGR of 31.7% through 2030, according to Technavio.1

1 Drone Navigation System Market Growth Analysis - Size and Forecast 2026-2030 | Technavio

Key potential capabilities include:

●

Vision and inertial-based navigation requiring no GPS signal (visual-inertial

odometry / VIO with Extended Kalman Filter (EKF)-based state estimation)

● Cooperative swarm localization through inter-vehicle range sharing,

a foundational capability for drone swarm and counter-drone (C-UAS) operations

● Scalable architecture supporting operations from individual drones to

full swarms, with an architecture positioned for integration with AI-enabled autonomous systems

●

Technology formally evaluated for accuracy and performance under real-world

GPS-denied conditions

The system’s modular design keeps flight-critical estimation onboard

each drone while requiring minimal data exchange between vehicles, making it practical for contested environments where communications

bandwidth is limited or actively degraded.

Addressing the GPS-Denied Navigation Gap in Defense, Counter-UAS, and

Electronic Warfare

GPS jamming, spoofing, and electronic warfare have become standard features

of modern conflict. Large-scale drone warfare, counter-drone (C-UAS) engagements, and electronic warfare (EW) operations observed in recent

conflicts have accelerated investment from the U.S. Department of Defense (DoD), NATO allies, and private defense-tech capital. The ability

to operate autonomous systems effectively in these environments is a defining challenge for defense programs worldwide, and investor interest

in companies solving it has intensified. NorthStrive Defense Tech believes this technology directly addresses that gap.

Potential applications include:

● U.S. Department of Defense (DoD), Pentagon, and allied military operations

in GPS-jammed, GPS-spoofed, and electronically contested environments, including counter-UAS (C-UAS) mission sets

● Commercial delivery in urban environments where GPS signals are unreliable

● Industrial automation in warehouses and infrastructure where GPS is unavailable

● Counter-drone and counter-UAS (C-UAS) systems for homeland security, border protection,

and force protection missions

● Critical infrastructure monitoring and

intelligence, surveillance, and reconnaissance (ISR) applications

Next Steps Toward Licensing, Commercialization, and Strategic Defense

Partnerships

The Option Agreement provides a defined evaluation period during which

the Company will evaluate the technology, validate use cases, and engage with potential strategic and government partners. If the Company

exercises the option, the Company intends to negotiate and execute a definitive licensing agreement to secure full commercialization rights

and advance the technology.

1 Drone Navigation System Market Growth Analysis - Size and Forecast 2026-2030 | Technavio

NorthStrive Defense Tech LLC cannot guarantee that the parties will successfully

negotiate a definitive license agreement or that the technology will be successfully developed or commercialized.

About NorthStrive Defense Tech LLC

NorthStrive Defense Tech LLC is a wholly-owned subsidiary of PMGC Holdings Inc.

focused on identifying, acquiring, and commercializing advanced defense technologies, with an emphasis on drone and autonomous systems.

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

1 Drone Navigation System Market Growth Analysis - Size and Forecast 2026-2030 | Technavio

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