PMGC Holdings Inc. 8-K

What Happened
PMGC Holdings Inc. (ticker: ELAB) announced it closed a secured pre‑paid purchase (the “Third Pre‑Paid Purchase”) with an investor on January 13, 2026 under its previously disclosed equity purchase facility. The Third Pre‑Paid Purchase has an original principal of $5,464,500 with an original issue discount (OID) of $464,500, resulting in an initial purchase price of $5,000,000. After paying a placement agent cash fee to Univest Securities, LLC, the company received net proceeds of $4,562,840. The instrument matures three years after the Effective Date of the agreement.

Key Details

• Original principal: $5,464,500; OID: $464,500; initial purchase price received: $5,000,000; net proceeds to company: $4,562,840 (placement agent fee ≈ $437,160).
• Conversion/shares: Investor may require issuance of Purchase Shares at a price equal to 88.00% of the lowest VWAP during the 10‑trading‑day period before the measurement date.
• Share protections & cash option: Investor’s beneficial ownership is capped at 9.99% of outstanding common stock (non‑waivable); if the share purchase price would be below $1.05, the Investor can elect to have the portion below $1.05 paid in cash instead of shares.
• Prepayment & default terms: Company may prepay with 10 trading days’ notice but must pay 120% of prepaid portion; on Event of Default the balance can accelerate, automatically increase by 15%, and accrue interest up to 18% per year (or the maximum permitted by law).

Why It Matters
This filing documents a financing that provides PMGC with immediate cash (about $4.56M) but gives the investor a future right to receive discounted shares, which could dilute existing shareholders if exercised. Key investor protections (9.99% ownership cap and cash election below $1.05) and strict default/prepayment terms (120% prepayment premium; 15% automatic increase and high interest on default) are important for assessing dilution risk, potential cash obligations, and the company’s flexibility to refinance or repay this facility.