Form 8-K

8-K — PMGC Holdings Inc.

Accession: 0001213900-26-035098

Filed: 2026-03-27

Period: 2026-03-24

CIK: 0001840563

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — ea0283722-8k_pmgc.htm (Primary)

EX-10.1 — THIRD AMENDMENT TO LICENSE AGREEMENT BETWEEN NORTHSTRIVE BIOSCIENCES INC. AND MOA LIFE PLUS CO., LTD (ea028372201ex10-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0283722-8k_pmgc.htm · Sequence: 1

false

0001840563

2026-03-24

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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): March 24, 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 ☒

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.

Third

Amendment to License Agreement between Northstrive Biosciences Inc. and MOA Life Plus Co., Ltd.

of March 24, 2026 (“Effective Date”), Northstrive Biosciences Inc. (“Northstrive”), a wholly owned subsidiary

of PMGC Holdings Inc. (the “Company”), entered into a Third Amendment to License Agreement (the “Third Amendment”)

with MOA Life Plus Co., Ltd. (“MOA”), a corporation organized under the laws of the Republic of Korea. The Third Amendment

further amends that certain License Agreement originally entered into by the Company and MOA on April 30, 2024, as amended (“License

Agreement”).

The

Third Amendment amends and restates Exhibit C of the License Agreement in its entirety, updating the achievement of certain milestones

for the Field (as defined in the License Agreement), including certain phases for pre-clinical trials and associated events for Investigational New Drug Applications, and the timeline for such milestones. Such milestones and timelines are as further

set forth in the Third Amendment. Additionally, upon execution of the Third Amendment and within 30 days after the Effective Date, the

Company shall pay MOA monetary value as consideration for entry into the Third Amendment.

The

foregoing description of the Third Amendment does not purport to be complete and is qualified in its entirety by reference to the full

text of the Third Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

10.1

Third

Amendment to License Agreement between Northstrive Biosciences Inc. and MOA Life Plus Co., Ltd.+

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, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

Date:

March 27, 2026

PMGC

Holdings, Inc.

By:

/s/

Graydon Bensler

Name:

Graydon

Bensler

Title:

Chief

Executive Officer

EX-10.1 — THIRD AMENDMENT TO LICENSE AGREEMENT BETWEEN NORTHSTRIVE BIOSCIENCES INC. AND MOA LIFE PLUS CO., LTD

EX-10.1

Filename: ea028372201ex10-1.htm · Sequence: 2

Exhibit 10.1

PORTIONS

OF THIS EXHIBIT HAVE BEEN REDACTED BECAUSE IT IS NOT MATERIAL AND OF A TYPE THAT PMGC HOLDINGS INC. TREATS AS PRIVATE OR CONFIDENTIAL.

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

THIRD AMENDMENT

LICENSE AGREEMENT

This THIRD AMENDMENT TO LICENSE AGREEMENT (“Third

Amendment”) is entered and made effective as the date of last signature (the “Third 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., “PMGC”) with an office at 120 Newport Center Drive, Suite 250, Newport Beach, California 92660,

U.S.A (“Northstrive”); and

(b) MOA Life Plus Co., Ltd., a corporation duly organized and existing under Korean law, with its head office

at A-7F U-Tower, 767, Sinsu-ro, Suji-gu, Yongin-si, Gyeonggi-do, 16827, Korea (hereinafter referred to as “MOA”).

WHEREAS, PMGC and MOA

entered into that certain License Agreement dated April 30, 2024 (the “Original Agreement”);

WHEREAS, PMGC assigned

the Original Agreement to Northstrive pursuant to that certain Assignment and Assumption Agreement dated February 28, 2025 (accordingly

all references to Elevai set forth in this Third Amendment are understood to refer to Northstrive);

WHEREAS, Northstrive

and MOA entered into that First Amendment to License Agreement in March 2025 under which the licensed “Field” was expanded

to include uses in animal health (the “First Amendment”);

WHEREAS, Northstrive

and MOA entered into that Second Amendment to License Agreement on May 12, 2025 to further amend the Original Agreement to specify the

application, and non-application, of definitions and provisions relating the expanded Field of animal health; and

WHEREAS, Northstrive

and MOA now wish to further clarify and amend the Original Agreement as set forth in this Third Amendment, in regard to the achievement

of milestones for the Field of human health under Section 1.20(a) and timelines for making accompanying milestone payments.

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 Third Amendment shall have the same meaning

given to them in the Original Agreement. All references to “Agreement” in the Original Agreement and this Third Amendment

are deemed to include the First Amendment and this Third Amendment.

2. Exhibit C (Development Milestones) is hereby amended and restated in its entirety to state the following:

EXHIBIT

C Development Milestones

[***]

Initiation of pre-clinical IND-enabling study

[***]

Submission to FDA of an IND

[***]

Initiation of a Phase 1 Clinical Trial

[***]

Initiation of a Phase 2 Clinical Trial

[***]

Initiation of a Phase 3 Clinical Trial

[***]

Obtain Marketing Approval from FDA

[***]

Notwithstanding the

foregoing development milestones, and solely with respect to the Licensed Product designated BLS-M22, the Parties acknowledge that Northstrive

may, based on its scientific assessment and regulatory strategy, determine that initiation of a Phase 1 clinical trial is not required

prior to initiation of a Phase 2 clinical trial. In such event, Northstrive will be excused from satisfying the development milestone

for Initiation of a Phase 1 Clinical Trial with respect to BLS-M22 upon providing MOA with written documentation, reasonably acceptable

to MOA, demonstrating the scientific, preclinical, or regulatory basis supporting direct initiation of a Phase 2 clinical trial for such

Compound. Upon MOA’s written acknowledgement of such documentation, not to be unreasonably withheld, conditioned, or delayed, Northstrive’s

obligations with respect to the achievement of the Initiation of a Phase 1 Clinical Trial development milestone for BLS-M22 shall be waived

to reflect direct progression to Phase 2 clinical trial with such Compound. For clarity, and consistent with Section 4.3, in the event

of Northstrive’s initiation of a Phase 2 clinical trial for BLS-M22 without having first initiated a Phase 1 clinical trial (as

permitted under this amended Exhibit C), Northstrive’s development milestone payment obligation with respect to the Initiation of

a Phase 1 Clinical Trial shall be paid along with the milestone payment due for Northstrive’s initiation of a Phase 2 clinical trial.

3. The following Section 4.5 (Third Amendment Consideration) is hereby added to Article 4 of the Agreement:

4.5 Third

Amendment Consideration. Upon execution of the Third Amendment, and within thirty (30) days after the Third Amendment Effective Date,

PMGC shall pay to MOA a one-time, non-creditable, and non-refundable amendment fee of [***].

4. This Third 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 Third Amendment and cause it to be effective as of the Third Amendment Effective

Date.

NORTHSTRIVE

BIOSCIENCES, INC.

MOA

Life Plus Co., Ltd.

By:

/s/ Graydon Bensler

By:

/s/ Tiger Yoon

Print Name:

Graydon Bensler

Print Name:

Tiger Yoon

Title:

Chief Executive Officer

Title:

COO

Date:

3-23-2026

Date:

3-24-2026

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 7

v3.26.1

Cover

Mar. 24, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Mar. 24, 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

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

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.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 7A

-Section B

-Subsection 2

+ Details

Name:

dei_EntityExTransitionPeriod

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration