Form 8-K

8-K — PMGC Holdings Inc.

Accession: 0001213900-26-065791

Filed: 2026-06-05

Period: 2026-06-01

CIK: 0001840563

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — ea0293726-8k_pmgc.htm (Primary)

EX-10.1 — TERM SHEET BETWEEN NORTHSTRIVE DEFENSE TECH LLC AND FLORIDA STATE UNIVERSITY RESEARCH FOUNDATION DATED JUNE 2, 2026 (ea029372601ex10-1.htm)

EX-10.2 — EDUCATIONAL RESEARCH AGREEMENT BETWEEN NORTHSTRIVE DEFENSE TECH LLC AND FLORIDA STATE UNIVERSITY RESEARCH FOUNDATION DATED JUNE 1, 2026 (ea029372601ex10-2.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0293726-8k_pmgc.htm · Sequence: 1

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0001840563

2026-06-01

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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):

June 1, 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.

(a) Term Sheet

between NorthStrive Defense Tech LLC and the Florida State University Research Foundation

On June 2, 2026, NorthStrive

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

entered into a binding term sheet (“Term Sheet”) with Florida State University Research Foundation, Inc. (“FSURF”),

a Florida direct-support organization of Florida State University, pursuant to which FSURF will license patent rights related to U.S.

Patent No. 12,291,334 (“Patent”) and the related know-how to NorthStrive Defense Tech. The license (“License”)

is exclusive, worldwide, sublicensable, and covers the field of aerospace and defense technologies. As consideration for the License,

NorthStrive Defense Tech agreed to a tiered earned royalty arrangement with FSURF on net sales of licensed products in connection with

the License, pursuant to which a royalty is paid as a percentage depending on product category and cumulative net sales, subject to an

annual minimum royalty and a sublicensing revenue share percentage to be paid to FSURF. NorthStrive Defense Tech will also pay an annual

license maintenance fee to FSURF. FSURF will retain all other rights not expressly granted under the Term Sheet. NorthStrive Defense Tech

agreed to pursue a multi-year development plan, as further set forth in Appendix B of the Term Sheet, using commercially reasonable efforts.

Such development plan is subject to change as technical, funding, and market conditions develop, and the parties may adjust timelines

set forth thereunder by mutual agreement.

The foregoing summary

of the Term Sheet does not purport to be complete and is qualified in its entirety by reference to the full text of the Term Sheet, a

copy of which is filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.

(b) Educational

Research Agreement between NorthStrive Defense Tech LLC and the Florida State University Research Foundation

On June 1, 2026, NorthStrive

Defense Tech entered into an Educational Research Agreement with FSURF (“Research Agreement”), in connection with the Term

Sheet and to support continued development of the technology related to the Patent. Under the Research Agreement, NorthStrive Defense

Tech agreed to fund $490,657, as further described in the Research Agreement, for research related to the technology underlying the Patent

(“Research”). The Research will be performed by the Center for Intelligent Systems, Control, and Robotics (“Provider”)

at the Florida State University. Invoicing for the sponsored funds are milestone-based and is further set forth in Attachment B to the

Research Agreement. The Research will be conducted on a best, reasonable efforts basis, and the Provider did not guarantee specific results.

The manner of the performance of the Research is determined solely by the Provider.

Any Invention (as defined

below) made during the Research by the Provider will belong to FSURF, subject to the option (“Option”) FSURF granted to NorthStrive

Defense Tech under the Research Agreement to negotiate a royalty-bearing agreement to license any Invention made during the Research by

the Sponsor. In addition to the Option, FSURF granted to NorthStrive Defense Tech a royalty free, non-exclusive license for internal,

non-commercial use of any Invention made during the Research, to the extent that FSURF has the legal rights to grant such license. To

begin negotiations for such license for any Invention, NorthStrive Defense Tech shall indicate its desire to do so in writing within 45

days of disclosure of the Invention by FSURF to NorthStrive Defense Tech. In such event, NorthStrive Defense Tech and FSURF are obligated

to negotiate in good faith for a period not more than 90 days from NorthStrive Defense Tech’s indication of interest to negotiate

the license agreement, or such period of time as to which the parties may mutually agree. If the parties fail to enter into a license

agreement during such period of time, the rights to such Invention will be disposed of in accordance with Florida State University’s

policies, with no further obligation to NorthStrive Defense Tech.

The Research term

under the Research Agreement is 12 months, commencing on June 1, 2026 and ending on June 1, 2027. The Research Agreement is

terminable by either party with 30 days’ advance written notice in accordance with the terms thereof. “Invention”

means any discovery, concept, or idea, whether or not patentable or copyrightable, including but not limited to processes, methods,

computer software, formulas and techniques, improvements thereof, experimental results, and know-how relating thereto. An Invention

is “made during the Research” if it arises from work performed pursuant to the Research conducted under the Research

Agreement and is conceived and reduced to practice, actively or constructively, during the term of the Research Agreement, or is

conceived during the term of the Research Agreement and reduced to practice within six (6) months after termination of the work

performed thereunder.

The foregoing summary

of the Research Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Research

Agreement, a copy of which is filed as Exhibit 10.2 to this Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

10.1+

Term Sheet between NorthStrive Defense Tech LLC and Florida State University Research Foundation dated June 2, 2026.

10.2+

Educational Research Agreement between NorthStrive Defense Tech LLC and Florida State University Research Foundation dated June 1, 2026.

104

Cover Page Interactive Data File (formatted in Inline XBRL).

+ Portions of this exhibit have been redacted.

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: June

5, 2026

PMGC Holdings Inc.

By:

/s/ Graydon Bensler

Name:

Graydon Bensler

Title:

Chief Executive Officer,

Chief Financial Officer, and Director

EX-10.1 — TERM SHEET BETWEEN NORTHSTRIVE DEFENSE TECH LLC AND FLORIDA STATE UNIVERSITY RESEARCH FOUNDATION DATED JUNE 2, 2026

EX-10.1

Filename: ea029372601ex10-1.htm · Sequence: 2

Exhibit

10.1

PORTIONS

OF THIS EXHIBIT HAVE BEEN REDACTED BECAUSE IT IS NOT MATERIAL AND OF A TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SUCH

REDACTED PORTIONS ARE INDICATED WITH “[***].”

TERM

SHEET CHART

This

Term Sheet is effective June 2, 2026, by and between the Florida State University Research Foundation, Inc. (“FSURF”),

a Florida direct-support organization of Florida State University (the “University”), and NorthStrive Defense Tech LLC

(“Licensee”). It sets out the principal terms on which FSURF will license the Patent Rights and Know-How below, and is

intended to be binding on the parties, who will negotiate in good faith a definitive License Agreement consistent with these terms.

Term

FSU Proposed

License Exclusivity

Exclusive

Sublicensable

Yes

Field

Aerospace and Defense Technologies

Territory

Worldwide

Retained Rights

FSURF reserves: (a) for itself, Florida State University, including Florida State University patient care facilities, and any non-profit institution or governmental entity the right to practice and have practiced on their behalf, the Patent Rights for research, clinical, and educational purposes and/or as necessary to comply with any applicable governmental requirements or guidelines governing the use and sharing of research materials; and (b) all rights not expressly granted

Know-how

Included, non-exclusive license.

Licensed Patents

22-033 “Multi-Media Parcel Transportation Systems and Method” US12,291,334

Diligence

Requested suggestions and timeline from Licensee- examples and chart below

License Issue Fee

$[***]

Annual License Maintenance Fee

Payment Year

$ [***] 2029 and every year thereafter until Net Sales of a Licensed

Product is achieved

Royalty

4.3.1 For the first [***]

($[***]) dollars of cumulative Net Sales, Licensee shall pay to FSURF earned royalties calculated as a percentage of Net Sales as follows.

Royalties are not additive, but are payable based on the highest applicable rate. For clarity, the first [***] ($[***]) dollars of cumulative

Net Sales is for the life of the Agreement so once $[***] in sales is met, all royalties on sales thereafter will be subject to the rates

in 4.3.2 below.

(a) [***] ([***]%) percent of Net Sales of Licensed Products within

Subsection (a) or (b) of the definition.

(b) [***] percent ([***] %) of Net Sales of Licensed Products within

Subsection (c) but not within Subsection (a) or (b) of the definition.

4.3.2 After the first [***]

($[***]) dollars of cumulative Net Sales, Licensee shall pay to FSURF earned royalties calculated as a percentage of Net Sales as follows.

Royalties are not additive, but are payable based on the highest applicable rate.

(a) [***] ([***] %) percent of Net Sales of Licensed Products within Subsection (a) or (b) of the definition.

(b) [***] percent ([***] %) of Net Sales of Licensed Products within Subsection (c) but not within Subsection (a) or (b) of the definition.

Minimum Royalty

Yr 1 and each year thereafter $[***]

Milestone Payments

None

Sublicense Payments

[***]% of amounts received until first commercial-grade unit is built

and validated, then [***]%.

Equity or Exit Fee

None

Development plan

See Appendix B

Patent Cost Reimbursement

Licensee shall pay FSURF: (a) $[***] within thirty (30) days of the Effective Date to reimburse costs and expenses associated with the Patent Rights prior to the Effective Date; (b) an amount to reimburse additional costs and expenses, if any, associated with the Patent Rights prior to the Effective Date that are not included in Subsection (a), within thirty (30) days of invoice from FSURF; and (c) all documented costs and expenses incurred by FSURF related to the preparation, filing, prosecution and maintenance of the Patent Rights, within thirty (30) days of invoice from FSURF.

Assignment

9.1 Permission. This Agreement

and/or Licensee’s obligations and/or benefits hereunder may not be transferred, delegated or assigned by Licensee except with the

prior written consent of FSURF. FSURF may transfer, delegate or assign this Agreement, the Patent Rights, Know-How and/or its obligations

and/or benefits hereunder without the consent of Licensee. Any attempted transfer or conveyance by Licensee in contravention of this Agreement

is null and void.

9.2 Consent. Consent to assignment

by FSURF shall and be conditioned on: (a) Licensee being in full compliance with this Agreement; and (b) that such assignee or transferee:

(i) agrees in writing to be bound by the terms and conditions of this Agreement; (ii) has greater net assets than does Licensee; (iii)

is not adverse to FSURF or its Affiliates in any action, suit or dispute; and (iv) is not materially detrimental to the reputation of

FSURF or its Affiliates. Consent for an assignment to an affiliate, or in connection, with a merger or sale of all or substantially all

of its assets shall not be unreasonably withheld.

This Term Sheet constitutes a legally binding and enforceable agreement between the parties. Unless otherwise expressly provided herein,

capitalized terms used but not defined in this Term Sheet shall have the meanings ascribed to them in the License Agreement. License

Agreement will include other standard and customary terms, conditions, representations, warranties.

This

Term Sheet expires June 30, 2026 unless a License Agreement has been approved by the Vice President for Research, Florida State University,

and executed by both parties.

Agreed and accepted:

NORTHSTRIVE DEFENSE TECH, LLC:

FLORIDA STATE UNIVERSITY RESEARCH FOUNDATION, INC.

/s/ Melissa Stepovich

/s/ Valerie Landrio McDevitt

Date: 6/2/2026

Melissa Stepovich

Date: 6/2/2026

Secretary, NorthStrive Defense Tech LLC

Valerie Landrio McDevitt

Associate Vice President, Florida State University

Acknowledged and agreed:

/s/ Camilo Ordonez

Camilo Ordonez, Ph. D

Appendix

B - Development Plan

This

high-level Development Plan covers the next three to five years for the Licensed Product (FSU Ref. 22-033, US Patent 12,291,334). All

milestones, dates, and figures below are good-faith projections only, are not commitments, and are subject to change as technical, funding,

and market conditions develop. Licensee will pursue them using commercially reasonable efforts, and the parties may adjust timelines

by mutual agreement.

[***]

EX-10.2 — EDUCATIONAL RESEARCH AGREEMENT BETWEEN NORTHSTRIVE DEFENSE TECH LLC AND FLORIDA STATE UNIVERSITY RESEARCH FOUNDATION DATED JUNE 1, 2026

EX-10.2

Filename: ea029372601ex10-2.htm · Sequence: 3

Exhibit

10.2

PORTIONS

OF THIS EXHIBIT HAVE BEEN REDACTED BECAUSE IT IS NOT MATERIAL AND OF A TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SUCH

REDACTED PORTIONS ARE INDICATED WITH “[***].”

EDUCATIONAL RESEARCH AGREEMENT

THIS AGREEMENT is made and entered into on this

1st day of June, 2026, by and between NorthStrive Defense Tech LLC with its principal administrative offices at 120 Newport

Center Drive, Newport Beach, CA 92660 (hereinafter called SPONSOR) and the Florida State University Research Foundation, Inc. (hereinafter

called FSURF), a direct support organization for the Florida State University, a non-profit public university located in Tallahassee,

Florida (hereinafter called FSU) The research performed shall be provided by the Center for Intelligent, Systems, Control, and Robotics

(CISCOR) under the direction of Dr. Christian Hubicki (hereinafter called PROVIDER).

RECITALS

A. SPONSOR desires that the PROVIDER perform certain

research described in Attachment A and entitled “UAV-dragged Aquatic Payload System: Proof-of-concept Prototype and Evaluation”

(the RESEARCH).

B. The PROVIDER has agreed to do so under the

terms and conditions hereinafter set forth.

NOW THEREFORE, the Parties hereto mutually covenant

and agree as follows:

1. PERIOD OF PERFORMANCE

The period of performance under this AGREEMENT

is specified as June 1, 2026 through June 1, 2027 unless sooner terminated (TERM). Either party to this AGREEMENT may terminate the AGREEMENT

by giving not less than thirty (30) days advance written notice in accordance with the terms herein.

2. RESEARCH

2.1 The PROVIDER will use its best reasonable

efforts to conduct the RESEARCH (herein so called) described in Attachment A, attached hereto and incorporated herein. The PROVIDER will

utilize FSU facilities, including available machining and fabrication resources, to conduct the RESEARCH. Where project timelines require,

the PROVIDER may engage qualified third-party fabrication resources. FSURF shall retain title to all equipment purchased or fabricated

with SPONSOR funds in accordance with Section 3.2 of this Agreement.

2.2 SPONSOR understands that FSU’s primary

mission is education and advancement of knowledge, and, consequently, the RESEARCH will be designed to carry out that mission. The manner

of performance of the RESEARCH shall be determined solely by the PROVIDER. The PROVIDER does not guarantee specific results, and the

RESEARCH will be conducted only on a best reasonable

efforts basis.

2.3 SPONSOR understands that the PROVIDER may

be involved in similar research through the same or other researchers on behalf of itself and others. The PROVIDER shall be free to continue

such research, and SPONSOR shall not gain any rights via this AGREEMENT to such other research.

2.4 The Parties acknowledge that operation of

UAS prototypes during the RESEARCH may be subject to FAA altitude restrictions and applicable environmental regulations. The PROVIDER

will conduct all prototype testing in compliance with applicable federal, state, and local regulations. SPONSOR and PROVIDER will cooperate

in good faith to address any regulatory requirements that arise in connection with the RESEARCH.

3. COMPENSATION

3.1 As consideration for the performance by the

PROVIDER of its obligations under this fixed-price AGREEMENT, SPONSOR will fund the RESEARCH as described in the budget, Attachment B.

Payment is to be made to the Florida State University Research Foundation, Inc, 2000 Levy Avenue, Suite 351, Tallahassee, Florida 32310

within thirty (30) days of the date invoiced to the SPONSOR.

3.2 FSURF shall retain title to all equipment

purchased and/or fabricated by it with funds provided by SPONSOR under this AGREEMENT.

4. LIABILITY

SPONSOR shall, to the extent authorized by law,

hold the PROVIDER harmless from liability resulting from SPONSOR’s negligent acts or omissions pertaining to its activities carried

out by reason of its obligations under this AGREEMENT; provided, however, SPONSOR shall not hold the PROVIDER harmless from any claims,

demands or causes of action arising in favor of any person or entity, and growing out of incident to, or resulting from the negligence

or willful malfeasance of the PROVIDER, its officers, agents, representatives, or employees.

5. INDEMNITY

Each party hereto agrees that it shall be solely

responsible for the wrongful acts of its employees, contractors and agents. However, nothing contained herein shall constitute a

waiver of sovereign immunity by FSU or FSURF and the limitations set forth in Section 768.28, Florida Statutes.

6. TERMINATION

Either party hereto may terminate this AGREEMENT

at any time by giving not less than thirty (30) days advance written notice to the other party. In case of termination, SPONSOR shall

be liable for all reasonable costs incurred or committed by the PROVIDER pursuant to the RESEARCH prior to said termination and shall

pay FSURF for same on receipt of a final undisputed invoice.

7. CONFIDENTIAL INFORMATION

The Parties may wish, from time to time, in connection

with work contemplated under this AGREEMENT, to disclose confidential information to each other. Each party will use reasonable efforts

to prevent the disclosure of any of the other party’s confidential information to third parties for a period of three (3) years

from receipt thereof, provided that the recipient party’s obligation hereunder shall not apply to information that:

a. is not disclosed in writing or reduced to writing and so marked with an appropriate confidentiality legend

within thirty (30) days of disclosure;

b. is already in the recipient party’s possession at the time of disclosure thereof;

c. is or later becomes part of the public domain through no fault of the recipient.

d. is received from a third party having no obligations of confidentiality to the disclosing party;

e. is independently developed by the recipient party; or

f. is required by law or regulation to be disclosed.

8. PUBLICATION

Subject to the provisions of Section 7, the PROVIDER

shall have the right at its discretion to release information or to publish any material resulting from the RESEARCH; provided, however,

that prior to releasing or publishing any material that references SPONSOR by name, the PROVIDER shall provide SPONSOR with a draft copy

of the proposed publication or public communication for review thirty (30) days prior to publication or presentation. During such review

period, SPONSOR may object to such proposed presentation or proposed publication either because there is patentable subject matter which

needs protection or there is the inadvertent disclosure of SPONSOR’S confidential information contained in the proposed publication

or presentation. If SPONSOR makes an objection because of the potential for patentable subject matter, PROVIDER agrees to delay publication

for an additional period of not more than thirty (30) days. If SPONSOR makes an objection because of an inadvertent disclosure of SPONSOR’s

confidential information, PROVIDER agrees to remove the SPONSOR’s confidential information. Notwithstanding the foregoing, such

review shall not be required for the filing or publication of any student thesis or dissertation. SPONSOR agrees to limit circulation

and use of such materials to internal review and comment unless otherwise agreed in writing by the PROVIDER. The PROVIDER shall give SPONSOR

the option of being acknowledged in such publication for its sponsorship of the RESEARCH.

Similarly, if SPONSOR intends to issue any press

release or public communication referencing FSU, FSURF, or the PROVIDER, SPONSOR shall provide a draft to FSURF for prior written approval

before release, such approval not to be unreasonably withheld or delayed.

9. INVENTIONS AND PATENTS

Any Invention made during the RESEARCH by the

PROVIDER shall belong to FSURF, subject to the option specified herein. “Invention” shall mean any discovery, concept, or

idea, whether or not patentable or copyrightable, including but not limited to processes, methods, computer software, formulas and techniques,

improvements thereof, experimental results, and know-how relating thereto. An Invention is “made during the RESEARCH” if it

arises from work performed pursuant to the RESEARCH conducted under this AGREEMENT and is conceived and reduced to practice, actively

or constructively, during the term of the AGREEMENT, or is conceived during the term of the AGREEMENT and reduced to practice within six

(6) months after termination of the work performed hereunder.

10. GRANT OF RIGHTS

To the extent that FSURF has the legal right to

do so, FSURF hereby grants to SPONSOR a royalty free, non-exclusive license for internal, non- commercial use of any Invention made during

RESEARCH by the PROVIDER, and a first option to negotiate a royalty-bearing agreement to license any Invention made during the RESEARCH

by the PROVIDER. SPONSOR shall indicate in writing its desire to negotiate a license agreement for any Invention made during the RESEARCH

within forty-five (45) days of disclosure of the Invention to SPONSOR by FSURF. SPONSOR and FSURF shall be obligated to negotiate in good

faith for a period that shall not exceed ninety (90) days from SPONSOR’s indication of interest to negotiate the license agreement,

or such period of time as to which the Parties may mutually agree. In the event that SPONSOR and FSURF fail to enter into an agreement

during that period of time, the rights to such Invention shall be disposed of in accordance with FSU policies, with no further obligation

to SPONSOR.

11. NOTICES

Any notices given under this AGREEMENT shall be

in writing and delivered by first- class mail postage prepaid, addressed to the Parties as follows:

TO FSURF:

Florida State University Research Foundation,

Inc.

[***]

TO SPONSOR:

NorthStrive Defense Tech LLC

120 Newport Center Drive

Newport Beach, CA 92660

12. MISCELLANEOUS

12.1 This AGREEMENT

a. shall be governed and interpreted by the laws of the State of Florida;

b. together with Attachment A and Attachment B sets forth the entire agreement with respect to the subject

matter hereof;

c. may not be modified except by a written instrument signed by FSURF and SPONSOR.

12.2 The Parties anticipate that the RESEARCH may inform future engagement

with the U.S. Department of Defense and related agencies, including but not limited to the U.S. Navy. If the occasion arises for the PROVIDER,

in its discretion, to leverage existing institutional relationships or appropriate channels to raise awareness of RESEARCH outcomes relevant

to defense applications, any such engagement shall be subject to the confidentiality and publication provisions of this Agreement.

13. EXPORT CONTROL

Each party is responsible for complying with,

U.S. export control laws and regulations (“U.S. Export Controls”), including but not limited to the Export Administration

regulations - EAR (Department of Commerce), the International Traffic in Arms Regulations - ITAR (Department of State), the sanctions

programs embodied in regulations administered by the Department of the Treasury’s Office of Foreign Assets Control (OFAC), the U.S.

anti-boycott laws and regulations (EAA), and U.S. anti-terrorism financing laws and regulations. Neither Party shall disclose any information

or technical data subject to U.S. Export Controls unless and until a plan for the transfer, use, dissemination and control of the information

or technical data has been approved by both Parties.

14. FORCE MAJEURE

If failure to perform

on the part of SPONSOR or FSURF is due to causes beyond either party’s reasonable control including, but not limited to, strikes,

lockouts, actions or inactions of governmental authorities, epidemics, pandemics, war, embargoes, fire, earthquake, acts of God, forced

closure of facilities, hurricanes, other serious weather events, or default of common carriers, either party may terminate this contract

without liability or damages arising from such termination other than as related to warranties and payments due for work performed at

the time of the force majeure event. In the event of such default, delay or failure to perform, any date or times by which either

party is otherwise scheduled to perform shall be extended automatically for a period of time equal in duration to the time lost by reason

of the excused default, delay or failure to perform.

IN WITNESS WHEREOF, these duly authorized representatives

of the Parties hereby execute this AGREEMENT.

FOR SPONSOR

By:

/s/ Graydon Bensler

Name:

Graydon Bensler

Title:

Managing Member, PMGC Holdings Inc.

Date:

6/1/2026

FOR Florida State University Research Foundation/Provider

By:

/s/ Stacey Patterson

Name:

Stacey Patterson

Title:

President

Date:

6/1/2026

READ AND UNDERSTOOD

By:

/s/ Dr. Christian Hubicki

Name:

Dr. Christian Hubicki

Principal Investigator

Attachment A

Scope of Work

This Attachment A is incorporated into and made a part of the Educational

Research Agreement between NorthStrive Defense Tech LLC and Florida State University Research Foundation, Inc.

Project Title: UAV-dragged Aquatic Payload System: Proof-of-concept

Prototype and Evaluation

[***]

Attachment B

Budget and Schedule

Budget:

The total budget for this fixed-price project is $490,657.00 USD. Funds

will be used for project-related expenses including personnel expenses, materials and supplies, equipment, travel, tuition, and indirect

costs. The indirect cost rate is [***]%.

Indirect costs are defined in

A-21, Sections E.1 and F.1 of FSU Sponsored Research Administration Policy on Direct and Indirect Costs of Sponsored Agreements as “those

that are incurred for common or joint objectives [of the University] and therefore, cannot be identified readily and specifically with

a particular sponsored project, an instructional activity or any other institutional activity.” Indirect costs are categorized as

“facilities and administration.” Facilities includes “depreciation and use allowances, interest on debt associated with

certain buildings, equipment and capital improvements, operation and maintenance expenses, and library expenses.” Administration

is defined as general administration and general expenses, departmental administration, sponsored projects administration, student administration

and services, and all other types of expenditures not listed specifically under…facilities.” Indirect costs are calculated

using FSU’s Modified Total Direct Costs (MTDC) base. The MTDC base of $[***] is calculated by subtracting tuition ($[***]) and equipment

($[***]) from total direct costs of $[***]. The [***]% indirect cost rate is applied to the MTDC base to arrive at the indirect costs figure.

Budget Category

Amount

Personnel

$ [***]

Materials and Supplies

$ [***]

Equipment

$ [***]

Travel

$ [***]

Tuition

$ [***]

Indirect Costs

$ [***]

Total Budget

$ 490,657.00

Invoicing Schedule:

The invoicing schedule shall be milestone based.

· Milestone 1 – Project initiation, upon execution of this agreement

· Milestone 2 – Completion of conceptual and mechanical design of the Phase 1 prototype, on or about December 1, 2026

· Milestone 3 – completion of prototype hardware fabrication, on or about March 1, 2027

· Milestone 4 – completion of empirical testing and delivery of final written research report, on or about June 1, 2027

Milestone

Amount

Milestone 1

$ [***]

Milestone 2

$ [***]

Milestone 3

$ [***]

Milestone 4

$ [***]

Each milestone shall be confirmed in writing by the Principal Investigator.

Each invoice shall be accompanied by a brief written progress report describing the work performed and confirming completion of the applicable

milestone.

SPONSOR shall have ten (10) business days from receipt of each invoice

and accompanying progress report to request reasonable clarification from the PROVIDER. Payment shall be due within thirty (30) days of

receipt of an undisputed invoice in accordance with Section 3.1. Payment is to be made to the Florida State University Research Foundation,

Inc., [***].

Any research activities under Phase 2 of the Scope of Work shall be

subject to mutual written agreement of the Parties as set forth in Attachment A. Upon such agreement, the Parties shall execute a written

amendment to this Agreement setting forth the additional budget, milestones, and invoicing schedule applicable to Phase 2.

XML — IDEA: XBRL DOCUMENT

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Filename: R1.htm · Sequence: 8

v3.26.1

Cover

Jun. 01, 2026

Cover [Abstract]

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8-K

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false

Document Period End Date

Jun. 01, 2026

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

Entity Address, Address Line One

c/o 120 Newport Center Drive

Entity Address, City or Town

Newport Beach

Entity Address, State or Province

Entity Address, Postal Zip Code

92660

City Area Code

888

Local Phone Number

445-4886

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

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Cover page.

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For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

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