Form 8-K

8-K — PMGC Holdings Inc.

Accession: 0001213900-26-066351

Filed: 2026-06-08

Period: 2026-06-05

CIK: 0001840563

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

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

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — ea0293813-8k_pmgc.htm (Primary)

EX-3.1 — CERTIFICATE OF AMENDMENT OF THE COMPANY'S BYLAWS DATED JUNE 5, 2026 (ea029381301ex3-1.htm)

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8-K — CURRENT REPORT

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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 5, 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

Elevai

Labs Inc.

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written communications

pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant

to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications

pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications

pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13©(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common Stock, $0.0001 par

value

ELAB

The Nasdaq Stock Market

LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

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

5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

June 5, 2026, a majority of PMGC Holdings Inc. (the “Company”)’s shareholders approved of a Certificate of Amendment

of the Company’s Bylaws (“Amended Bylaws”), based on the results of the Company’s 2026 Annual Meeting of Shareholders

(“Annual Meeting”) provided by Broadridge Financial Solutions, Inc. (the appointed Inspector of Elections), as further described

in Item 5.07 below. The Company’s Board of Directors previously approved of the Amended Bylaws on May 4, 2026, subject to shareholder

approval at the Annual Meeting.

The

Amended Bylaws amend and restate Article IV, Section 3 of the Company’s Bylaws in its entirety to provide for the classification

of the Board of Directors into two classes with staggered terms, Class I and Class II. The number of directors in Class I will be determined

by the Board in its sole discretion, and the remaining directors will comprise Class II. The staggered terms will commence after the

election of directors at the 2027 Annual Meeting of Shareholders. Directors initially elected for Class I will serve until the 2030 Annual

Meeting of Shareholders, and directors initially elected in Class II will serve until the 2028 Annual Meeting of Shareholders. Thereafter,

at each successive Annual Meeting of Shareholders, Class II directors will be elected for one-year terms, and at each third annual meeting

following the 2027 Annual Meeting of Shareholders, Class I directors will be elected for three-year terms.

Except

as provided in the Amended Bylaws, the Bylaws remain in full force and effect.

The

foregoing summary of the Amended Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text

of the Amended Bylaws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K (“Form 8-K) and is incorporated

herein by reference.

Item

5.07 Submission of Matters to Vote of Security Holders.

June 5, 2026, the Company held its Annual Meeting. Shareholders of record for the Company’s common stock, par value $0.0001 per

share (“Common Stock”) and Series B Preferred Stock, par value $0.0001 per share (“Series B Preferred Stock”)

as of the close of business on April 27, 2026 were entitled to vote at the Annual Meeting. According to the certified tabulation of votes

provided by Broadridge Financial Solutions, Inc. (the appointed Inspector of Elections), a total of 6,564,834 shares of Common Stock

and Series B Preferred Stock, in the aggregate, were represented in person or by proxy at the Annual Meeting, or 60.13% of the 10,916,625

total outstanding shares of the Company entitled to vote. A quorum was therefore present.

The

matters voted upon at the Annual Meeting and the final voting results, as certified by Broadridge Financial Solutions, Inc., were as

follows:

Proposal

1: Five (5) directors were nominated for election to serve until the next annual meeting and until their successors are duly elected

and qualified. Each nominee was elected. The voting results for each director were:

Braeden

Lichti

FOR

AGAINST

ABSTAIN

6,526,627

14,410

23,797

Graydon

Bensler

FOR

AGAINST

ABSTAIN

6,547,573

14,409

2,852

George

Kovalyov

FOR

AGAINST

ABSTAIN

6,525,150

13,824

25,860

Juliana

Daley

FOR

AGAINST

ABSTAIN

6,528,969

10,115

25,750

Jeffrey

Parry

FOR

AGAINST

ABSTAIN

6,525,286

13,689

25,859

The

votes cast in favor of each director nominee represented approximately 99.8% of the votes cast.

Proposal

No. 2: to approve an amendment to the Company’s Bylaws to provide for a staggered Board comprised of two classes of directors,

designated Class I and Class II, with Class I Directors serving for three (3) year terms and Class II Directors serving for one (1) year

terms.

FOR

AGAINST

ABSTAIN

6,525,599

15,443

23,792

The

votes cast in favor of Proposal 2 represented 59.77% of the total outstanding shares of the Company.

Proposal

3: Shareholders were asked to ratify the appointment of HTL International, LLC as the Company’s independent registered public

accounting firm for the fiscal year ending December 31, 2026. The proposal was approved.

FOR

AGAINST

ABSTAIN

6,536,284

4,827

23,723

The

votes cast in favor of Proposal 3 represented 99.92% of the votes cast.

Proposal

4: Shareholders considered a proposal to approve the potential adjournment of the Annual Meeting to solicit additional proxies if

required. The proposal was approved.*

FOR*

AGAINST

ABSTAIN

6,527,449

13,200

24,185

The votes cast in favor

of Proposal 4 represented 99.79% of the votes cast. Despite the shareholders’ approval of Proposal 4, the Company will not

be adjourning the Annual Meeting.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

3.1

Certificate of Amendment of the Company’s Bylaws dated June 5, 2026.

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 8, 2026

PMGC Holdings Inc.

By:

/s/

Graydon Bensler

Name:

Graydon Bensler

Title:

Chief Executive Officer

EX-3.1 — CERTIFICATE OF AMENDMENT OF THE COMPANY'S BYLAWS DATED JUNE 5, 2026

EX-3.1

Filename: ea029381301ex3-1.htm · Sequence: 2

Exhibit 3.1

CERTIFICATE OF AMENDMENT

THE BYLAWS

PMGC HOLDINGS INC.

I, Graydon Bensler, in my capacity

as acting Secretary of PMGC Holdings Inc., a Nevada corporation (the “Company”), certify that (i) on May 4, 2026,

the Board of Directors of the Company (the “Board”) adopted that certain Unanimous Written Consent of the Board, which,

among other things, authorized and approved an amendment to the bylaws of the Company (the “Bylaws,” and such amendment,

the “Amended Bylaws”) as provided below, pursuant to Article XI of the Bylaws and (ii) on June 5, 2026, the

shareholders of the Company approved of the Amended Bylaws.

NOW, THEREFORE, the

Bylaws are hereby amended as follows:

1. Article IV,

Section 3 of the Bylaws shall be amended and restated in its entirety as follows:

“Section 3. Term of Directors

(a) The Board of Directors of the corporation

shall be classified into two classes, each with staggered terms, with the number of directors in Class I to be determined by the

Board of Directors in its sole discretion, and the number of directors in Class II comprised of the remaining number of directors

from such number initially fixed by the Board of Directors. Directors in each class shall be elected at the annual meeting of stockholders

of the corporation for which each director’s term is expiring. Such staggered terms will begin following the election of directors

at the 2027 annual meeting of stockholders. The directors initially elected in Class I will serve until the 2030 annual meeting of

stockholders and the election and qualification of their successors. The directors initially elected in Class II will serve until

the 2028 annual meeting of stockholders and the election and qualification of their successors. At each successive annual meeting of stockholders,

Class II directors will be up for election for a one-year term, and at each third annual meeting of stockholders following the

2027 annual meeting of stockholders, Class I directors will be up for election for three-year terms.

Any director appointed by the Board of

Directors of the corporation to fill a vacancy of a director that resigns, retires, is removed, or otherwise ceases to serve prior to

the end of such director’s term in office, shall hold office until the next election of the class for which such director has been

chosen, and until that director’s successor has been elected and qualified or until his or her earlier resignation, removal or death.

No decrease in the number of directors

constituting the Board of Directors shall shorten the term of any incumbent director.

(b) No person entitled to vote at

an election for directors may cumulate votes to which such person is entitled.”

2. Except as hereinabove

mentioned and modified, the Bylaws shall remain in full force and effect.

Dated: June 5, 2026

By:

/s/ Graydon Bensler

Graydon Bensler

Acting Secretary

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