UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

~~CURRENT~~Current ~~REPORT~~Report

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 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.)

675 West Hastings Street, Suite 805 Vancouver, BC		V6B1N2
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (~~866~~888) ~~794~~445-~~4940~~4886

~~N/A~~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.~~13e-4~~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 ☒

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 21.01. ~~Completion~~Entry ofinto ~~Acquisition~~Material orDefinitive ~~Disposition of Assets.~~Agreement

On February 24, 2026, Northstrive Biosciences Inc., a Delaware corporation (“Northstrive Biosciences”) and wholly owned subsidiary of PMGC Holdings Inc. (~~the~~ “Company”), ~~completed~~entered into the ~~acquisition~~License ~~(the~~Agreement (“~~Acquisition~~License Agreement”) ofwith ~~100%~~Modulant ofBiosciences ~~the~~LLC ~~issued~~(“Modulant,” and, ~~outstanding~~together with ~~shares~~Northstrive (Biosciences, the “~~Shares~~Parties”), ofan ~~SVM~~Indiana limited liability company. Pursuant to the License Agreement, NorthStrive ~~Machining~~Biosciences granted Modulant an exclusive, ~~Inc.~~royalty-bearing, asublicensable ~~California~~license ~~Subchapter~~(“License”under Sthe ~~corporation~~Licensed IP Rights (as defined below) to Develop, Manufacture, use, sell, offer for sale, import, export, and otherwise Commercialize Licensed Products solely in the ~~“Target”~~Field (as defined below) in the Territory (as defined below). No rights or licenses were granted by implication, ~~pursuant~~estoppel, or otherwise, under the License Agreement. Notwithstanding anything to athe ~~Stock~~contrary ~~Purchase~~in the License Agreement, ~~dated~~NorthStrive ~~February~~Biosciences expressly reserved, 2on behalf of itself and its respective licensors under the Head License, ~~2026~~all rights not expressly granted to Modulant under the License Agreement, including: (i) all rights to practice the “Licensed IP Rights outside the Field; (ii) all rights to practice the Licensed IP Rights outside the Territory, including in the Republic of Korea; and (iii) the right to practice the Licensed IP Rights to the extent necessary to comply with obligations under the Head License or Applicable Laws. The term of the License Agreement (“Term”) commences on February 4, by2026 and, ~~between~~unless earlier terminated in accordance with Section 12 of the ~~Buyer,~~License ~~Target~~Agreement, shall remain in full force and ~~the~~effect ~~sole~~until ~~stockholder~~the expiration of the ~~Target~~last-to-expire Valid Claim within the Licensed Patents (~~such~~as ~~stockholder,~~defined ~~“Seller”~~below) in the Territory.

~~The~~Modulant ~~Acquisition~~has ~~was~~the ~~consummated~~right onto ~~February~~grant 2,Sublicenses to ~~2026~~third parties under the license granted to Modulant in Section 3.1 of the License Agreement; provided that: (i) each Sublicense shall be subordinate to and consistent with the ~~“Closing”~~terms and conditions of the License Agreement; (ii). ~~The~~Modulant ~~aggregate~~shall ~~purchase~~remain ~~price~~responsible and liable for the ~~Shares~~performance ~~was~~and 2compliance of its Sublicensees,~~449,148.08~~ (and will be responsible under the ~~“Purchase~~License ~~Price”)~~Agreement ~~consisting~~for the acts or omissions of: 1such Sublicensees to the same extent as if Modulant had directly engaged in such act or omission; (iii) $2each Sublicense shall include confidentiality,~~250~~ non-use,~~000.00~~ inand ~~cash,~~IP-protection ofprovisions ~~which~~and $2obligations no less protective than those set forth herein,~~000,000.00~~ isand ~~payable~~shall contain the following: (A) all provisions necessary to ~~the~~ensure ~~Seller~~Modulant’s atability ~~Closing~~to perform its obligations under the License Agreement; (B) a section substantially the ~~“Closing~~same ~~Purchase~~as ~~Price”~~Section 10.1 (Indemnification by Modulant) of the License Agreement, ~~and~~which ~~$250~~also shall state that the NorthStrive Indemnitees are intended third party beneficiaries of such Sublicense agreement for the purpose of enforcing such indemnification; (C) a provision clarifying that,~~000~~ in the event of termination of the license rights granted in Sections 3.001 ~~constituting~~and a3.3 ~~holdback~~of ~~amount~~the License Agreement (~~“Holdback~~in ~~Amount”~~whole or in part (e. g., termination in a particular country)), ~~which~~any ~~Holdback~~existing ~~Amount~~Sublicense agreement shall beterminate ~~retained~~to bythe ~~Buyer~~extent atof ~~Closing to~~such ~~satisfy~~terminated ~~any~~license ~~indemnification~~(subject ~~claims~~to the Sublicensee’s rights under Section 712.014(iv) of the License Agreement); ~~plus~~ (2D) ~~cash~~a ~~balance~~provision further clarifying that in the event of ~~$130,000.00;~~termination ~~plus~~of the license rights granted in Sections 3.1 (Grant of License) ~~$69,148~~and 3.~~00,~~ 3 (Sublicensing) of the ~~amount~~License Agreement, bythe ~~which~~Sublicensee ~~Estimated~~shall ~~Closing~~only ~~Net~~be ~~Working~~entitled ~~Capital~~to ~~exceeded~~re-sublicense its rights under terms consistent with Section 3.3 of the ~~target~~License ~~net~~Agreement ~~working~~(the ~~capital~~terms of ~~$281,638~~which derive from Section 3.001.2 of the Head License); and (~~“Net~~iv) ~~Working~~Modulant shall furnish to NorthStrive Biosciences a fully executed copy of each Sublicense agreement, including all amendments thereto, ~~Capital~~within ~~Target”~~ten (10), days after execution of such agreement. ~~The~~Subject ~~working~~to ~~capital~~the ~~payment~~terms isof ~~subject~~the License Agreement, Modulant and its and Sublicensees may engage service providers (including, but not limited to, adistributors, ~~post-closing~~wholesalers, ~~final~~couriers, ~~accounting~~contract research organizations, and contract ~~true-up~~manufacturing organizations) for the purpose of assisting (but not directing) in the Development, Manufacturing and Commercialization of Licensed Products solely in the Field and in the Territory.

~~As additional consideration, Seller may be entitled to receive an earnout payment as follows:~~1

Under the License Agreement, each Party shall retain all right, title, and interest in and to any and all intellectual property, Data and Technology (ias defined below) A, ~~Tier~~Know-How 1(as defined ~~earnout~~below), and other proprietary rights that are owned or controlled by such Party as of February 4, 2026 or developed or acquired ~~payment~~by such Party outside the scope of upthe toLicense ~~$750,000.00~~Agreement (“~~Tier~~Background 1IP”). ~~Earnout~~Nothing ~~Payment")~~in the License Agreement shall be ~~payable~~construed as totransferring ~~the~~ownership ~~Seller~~of ~~during~~either ~~the~~Party’s ~~12-month~~Background ~~period~~IP. ~~ending~~All ~~December~~Improvements (as defined below) and any other inventions, discoveries, 31developments, ~~2026~~data, inresults, anknow-how ~~amount~~or ~~equal~~other tointellectual ~~$1.00~~property ~~for~~Created ~~each~~(as ~~$1.00~~defined below) by or on behalf of ~~revenue~~either ~~achieved~~Party, bywhether solely or jointly, in the ~~Company~~course ~~above~~of $2performing activities under the License Agreement (“New IP”) shall be co-owned by the Parties,~~500,000~~ with each Party holding an undivided one-half interest therein.00 ~~and~~Each upParty shall have the right to apractice ~~maximum~~and ofuse $3such New IP without accounting to the other Party,~~250,000~~ subject to the licenses and restrictions set forth in the License Agreement.~~00;~~

~~(ii) In~~Under ~~addition to~~ the ~~Tier~~License 1Agreement, ~~Earnout~~Modulant ~~Payment,~~agreed ato use ~~Tier~~Commercially 2Reasonable ~~earnout~~Efforts ~~payment~~to ofDevelop upand toCommercialize ~~$500,000.00~~at ~~(“Tier~~least 2one ~~Earnout~~Licensed ~~Payment”)~~Product ~~shall~~in bethe ~~payable~~Field toin the Territory, and, amongst ~~Seller~~other ifthings, ~~during~~provide ~~the~~Northstrive ~~12-month~~Biosciences ~~period~~with ~~ending~~a ~~December~~written ~~31,~~report ~~2027,~~with inrequirements anfurther ~~amount~~set ~~equal~~forth toin $Section 7.502 of the License Agreement, and a Commercialization Plan for each $1Licensed Product.00 ofAdditionally, ~~revenue~~Modulant ~~achieved~~agreed byto ~~the~~certain ~~Company~~disclosure obligations as ~~above~~to ~~$3,500,000~~the New IP and upconsultation with Northstrive Biosciences as to acertain ~~maximum~~patent offilings, $4prosecution,~~500,000.~~ ~~Buyer~~and ~~shall~~maintenance ~~pay~~activities relating to the ~~Tier~~New 1IP, ~~Earnout~~as ~~Payment~~further ~~and~~set ~~Tier~~forth 2in ~~Earnout~~Section ~~Payment~~5.4 toof the ~~Seller within~~License ~~ten~~Agreement. ~~(10)~~Modulant ~~calendar~~also ~~days~~agreed ~~following~~to, ~~Buyer’s~~amongst ~~filing~~other ofthings, ~~its~~notification obligations ~~Annual~~to ~~Report~~Northstrive onBiosciences ~~Form~~as ~~10-K,~~further ~~including~~set forth in Sections 8.1 and 8.2 of the ~~audited~~License ~~financial~~Agreement, ~~statements~~and agreed to reasonably ~~contained~~cooperate ~~therein,~~with ~~for~~Northstrive ~~the~~Biosciences ~~fiscal~~on ~~year~~regulatory-related ~~that~~obligations ~~includes~~related to the ~~applicable~~Licensed ~~Earnout~~IP ~~Period~~Rights or Licensed Products.

~~Concurrent~~Modulant ~~with~~agreed ~~the~~to ~~Closing~~indemnify, ~~Seller~~defend, and ~~the~~hold ~~Company~~harmless ~~entered~~NorthStrive ~~into~~Biosciences, aits ~~Lease~~Affiliates, ~~Agreement~~and ~~for~~its ~~certain~~licensors ~~real~~(including ~~property.~~without ~~The~~limitation ~~Company~~the ~~also~~licensor ~~entered~~of ~~into~~the aHead ~~Transition~~License), ~~Services~~and each ~~Agreement~~of ~~with an~~their ~~entity~~respective ~~affiliated~~directors, ~~with~~officers, ~~the~~employees, ~~Seller~~contractors, and agents from and against any and all losses, damages, liabilities, penalties, fines, costs, and expenses (~~such~~including ~~entity~~reasonable attorneys’ fees) (collectively, “~~Consultant~~Losses”) arising out of or relating to any third-party claim, ~~and~~action, ~~such~~demand, ~~agreement~~suit, ~~the~~investigation, ~~“Transition~~or ~~Services Agreement~~proceeding (“Claim”). ~~The~~arising ~~Transition~~from: ~~Services~~(i) ~~Agreement~~the ~~provides~~Development, Manufacture, ~~for~~use, ~~the~~handling, ~~Company’s~~storage, ~~receipt~~distribution, or Commercialization of ~~certain~~Licensed ~~transitional~~Products ~~support services~~by ~~from~~or ~~Consultant~~on tobehalf ~~facilitate~~of ~~the~~Modulant, ~~orderly~~its ~~transfer~~Affiliates, or ~~and~~its ~~continued~~Sublicensees; ~~operations~~(ii) any breach by Modulant of the ~~business~~License ~~and~~Agreement; ~~operations~~or of(iii) the ~~Target~~negligence, recklessness, or willful misconduct ~~following~~of ~~the~~Modulant, ~~Closing~~its Affiliates, or its Sublicensees. ~~The~~NorthStrive ~~term~~Biosciences ofagreed ~~the~~to ~~Transition~~indemnify, ~~Services~~defend, ~~Agreement~~and ishold ~~four~~harmless ~~(4)~~Modulant, ~~weeks~~its Affiliates, ~~commencing~~its ~~from~~Sublicensees, ~~February~~and 2each of their respective directors, ~~2026.~~officers, Asemployees, contractors, and agents from and against any ~~consideration~~and ~~for~~all ~~the~~Losses ~~services~~arising ~~provided~~out ~~from~~of ~~the~~or ~~Consultant~~relating to ~~the~~any ~~Company~~Claim ~~under~~to the ~~Transition~~extent ~~Services~~arising ~~Agreement,~~from: (i) the ~~Company~~material ~~will pay~~breach ~~Consultant~~by aNorthStrive ~~consulting~~Biosciences of ~~fee~~its ofrepresentations, ~~$19~~warranties,~~200.00,~~ ~~payable~~and incovenants ~~installments~~made ~~under~~herein; or (ii) the ~~terms~~gross negligence, recklessness, or willful misconduct of ~~the~~NorthStrive Biosciences, ~~Transition~~its ~~Services~~Affiliates, ~~Agreement~~or its Sublicensees.

The ~~Seller~~rights ~~agreed~~granted to aModulant ~~non-competition~~under ~~provision in~~ the License Agreement ~~for~~are asubject ~~period lasting three (3) years~~to, ~~such period commencing on the date of Closing. The non-competition provision restricts the Seller~~ and ~~any~~conditioned ofupon, ~~its respective affiliates from directly or indirectly: engage in or assist others in engaging in~~ the ~~precision~~terms ~~machining~~ and ~~custom~~conditions ~~component manufacturing business (the “Restricted Business”) in the State~~ of ~~California (~~the ~~“Territory”); (ii)~~Head ~~have~~License anunder ~~interest~~which inNorthStrive ~~any~~Biosciences ~~Person that engages, directly or indirectly, in the Restricted Business in the Territory in any capacity,~~obtained ~~including~~rights as a partner, stockholder, director, officer, member, manager, employee, contractor, principal, agent, volunteer, intern, advisor, or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to ~~or after~~ the ~~date~~Licensed ofIP ~~the Agreement) between the Target and customers or suppliers of the Target~~Rights. Notwithstanding the foregoing, Seller may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if Seller is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own two percent (2)% or more of any class of securities of such Person.

~~The~~As ~~Seller~~partial ~~also agreed~~consideration tofor athe ~~non-solicitation~~License ~~provision~~granted into Modulant under the License Agreement, ~~for~~Modulant awill ~~period~~pay ~~lasting~~value ~~three~~to Northstrive Biosciences as follows: (3i) ~~years,~~until ~~such~~Modulant ~~period~~has ~~commencing~~paid onto ~~the~~NorthStrive ~~date~~Biosciences ofa ~~Closing. The~~certain ~~non-solicitation~~aggregate ~~provision~~threshold ~~restricts~~dollar ~~the~~amount ~~Seller~~(“Threshold ~~from~~Amount”), Modulant ~~directly~~shall pay to NorthStrive Biosciences a percentage of all amounts received by, or ~~indirectly~~otherwise due and payable to, ~~hire~~Modulant or ~~solicit~~its Affiliates ~~any~~or ~~current~~Sublicensees from the Commercialization or ~~former~~other ~~employee~~exploitation of the ~~Target~~ orLicensed ~~encourage~~IP ~~any~~Rights ~~employee~~or toLicensed ~~leave~~Products; ~~the~~and ~~Target~~(ii) upon Modulant’s ~~employment~~payment in full of the Threshold Amount set forth in Section 6.1(i) of the License Agreement, ~~except~~the ~~pursuant~~revenue-share rate shall decrease to a ~~general~~lower ~~solicitation~~percentage ~~which~~of isall ~~not~~IP ~~directed~~Revenue thereafter received by Modulant or its Affiliates or Sublicensees. IP Revenue shall ~~specifically~~include toall amounts received by Modulant under any ~~such~~Sublicense, ~~employees~~including all upfront payments, milestone payments, royalties, and other consideration; provided, however, that ~~such~~IP ~~non-solicitation~~Revenue ~~provision~~shall ~~does~~exclude ~~not~~bona ~~prevent~~fide ~~Seller~~capital invested or ~~any~~raised ofby Modulant for its own development ~~affiliates~~or ~~from~~operational ~~hiring:~~activities. ~~(i)~~All ~~any~~payments ~~employee~~not ~~terminated~~made bywhen due will accrue interest calculated from the ~~Target;~~date orsuch ~~(ii)~~payment ~~after~~was ~~one~~due ~~hundred~~until ~~eighty~~the date ~~(180)~~such ~~days~~amount ~~from~~is paid at the ~~date~~lesser of ~~resignation, any~~1.5% ~~employee~~per ~~that~~month ~~has~~or ~~resigned~~the ~~from~~highest ~~the~~rate ~~Target~~permitted under Applicable Law.

~~The~~Modulant ~~parties~~ agreed to ~~customary~~a ~~representations,~~non-compete provision for ~~warranties~~the duration of the Term, pursuant to which Modulant shall not, and ~~other~~shall ~~covenants~~cause its Affiliates (as defined in the License Agreement) and Sublicensees not to, directly or indirectly, develop, manufacture, commercialize, or otherwise exploit, or license or authorize any third party to develop, manufacture, commercialize, or otherwise exploit, any biologic or pharmaceutical product, whether for ~~transactions~~human ofor ~~this~~animal uses, ~~type~~that is directed to myostatin, Activin-A, or any combination thereof, other than Licensed Products or compounds covered by the Licensed IP Rights.

The ~~foregoing~~Parties ~~description~~agreed to certain confidentiality obligations further set forth in Section 9 of the ~~Acquisition~~License ~~does~~Agreement, which obligations shall survive for seven (7) years following the ~~not~~expiration ~~purport~~or totermination beof ~~complete~~the ~~and~~License isAgreement, ~~qualified~~subject into its ~~entirety~~terms. byNeither ~~reference~~Northstrive toBiosciences, ~~the~~its ~~full~~Licensors ~~text~~(including the Licensor of the ~~Agreement~~Head License), anor ~~copy~~any of ~~which~~their isrespective ~~filed~~Affiliates asare liable for any special, consequential, incidental, punitive, ~~Exhibit~~or ~~10.1~~indirect todamages, ~~this~~or ~~Current~~for ~~Report~~any onloss ~~Form~~of ~~8-K~~profits ~~(this~~or ~~“Form~~revenue, ~~8-K”)~~arising ~~and~~from ~~incorporated~~or byrelating ~~reference~~to ~~herein.~~the ~~Capitalized~~License ~~terms~~Agreement, whether in contract, warranty, ~~used~~tort, ~~herein~~negligence, ~~but~~strict ~~not~~liability, or otherwise. ~~defined~~Notwithstanding ~~have~~the foregoing, such limitation of liability does not restrict the ~~meanings~~indemnification rights ~~set~~of Modulant under Section 10.1 of the License Agreement, or damages available for breach of the confidentiality obligations set forth inunder Section 9 of the License Agreement, or Claims arising out of gross negligence or willful misconduct.

~~Item~~Nothing ~~8.01~~in ~~Other~~the ~~Events~~License Agreement licenses, permits, or obligates Modulant to use the Licensed IP Rights in connection with any human use, human clinical trials, human drug approvals, or any activities associated with human pharmaceutical development.

OnThe ~~February~~License 3Agreement may be terminated by either Party on written notice if the other Party materially breaches the License Agreement and fails to cure such breach within sixty (60) days after receiving written notice thereof; provided, ~~2026~~however, that if such breach is not reasonably capable of being cured within such sixty (60) day period, the ~~Company~~breaching ~~issued~~Party amay ~~press~~have an additional reasonable period to cure, not to exceed an additional sixty (60) days, so ~~release~~long ~~announcing~~as the ~~Closing~~breaching Party is diligently pursuing such cure. AEither ~~copy~~Party ofmay terminate the ~~press~~License ~~release~~Agreement immediately upon written notice if the other Party: (i) files or has filed against it a petition in bankruptcy or for reorganization that is ~~furnished~~not asdismissed ~~Exhibit~~within sixty ~~99.1~~(60) days; (ii) makes an assignment for the benefit of creditors; (iii) applies for or consents to ~~this~~the ~~Form~~appointment 8of a receiver, trustee, custodian, or similar agent; or (iv) becomes subject to any similar proceeding under Applicable Laws relating to insolvency or the protection of creditors. Upon any termination of the License Agreement resulting from a material breach by Modulant, NorthStrive Biosciences shall receive a perpetual, irrevocable, fully paid-Kup, royalty-free, worldwide, non-exclusive license under Modulant’s interest in all New IP to Develop, Manufacture, and Commercialize products in any field and territory.

The ~~information~~License ~~set~~Agreement incorporates ~~forth~~and ~~under~~gives ~~this~~effect ~~Item~~to ~~8.01, including~~the ~~Exhibit~~material ~~99.1,~~terms ~~shall~~set ~~not~~forth bein ~~deemed~~the ~~“filed”~~binding ~~for~~term ~~purposes~~sheet offor ~~Section 18~~Licensing ofAgreement between the ~~Securities~~Parties, ~~Exchange~~dated May ~~Act of 1934~~12, as ~~amended~~2025 (~~the~~ “~~Exchange~~Term ~~Act~~Sheet”), orwhich ~~otherwise~~Term ~~subject~~Sheet towas ~~the~~previously ~~liabilities~~reported ofin ~~that~~the ~~section,~~Current ~~nor~~Report ~~shall~~on itForm be8-K ~~deemed~~(“Form ~~incorporated~~8-K”) filed by ~~reference~~the inCompany ~~any~~with ~~filing under~~ the U.S. Securities ~~Act~~and ofExchange ~~1933,~~Commission ason ~~amended~~May 16, or2025. ~~the~~Capitalized ~~Exchange~~terms ~~Act,~~used ~~except~~but asnot ~~expressly~~defined ~~set~~in ~~forth~~Item 1.01 byof ~~specific reference~~this Form 8-K have the meanings set forth in ~~such~~the aLicense ~~filing~~Agreement.

“Applicable Laws” means all laws, statutes, ordinances, codes, rules, regulations, and requirements of any Governmental authority that are applicable to a Party’s performance under the License Agreement.

“Commercialize” means to engage in Commercialization.

“Commercialization” means, with respect to a Licensed Product, any and all activities directed to marketing, advertising, promoting, distributing, importing, exporting, using, offering to sell, and selling or otherwise commercializing such Licensed Product, including: pre-launch activities to prepare a market for potential sales, modeling, studies, governmental affairs and public policy activities, and activities related to pricing and reimbursement.

“Created” means, with respect to any Data and Technology, made, created, authored, invented (whether conceived of or first reduced to practice or both) or developed, as applicable.

“Data and Technology” means all technical, scientific, regulatory and other information, data, results, know-how, materials, and documentation, whether in written, electronic, or any other form, relating to the Licensed Products or the Licensed IP Rights.

“Develop” and “Developing” shall be construed accordingly, as meaning to engage in Development.

“Development” means all research, testing, formulation, optimization, characterization, non-clinical studies, analytical work, and other technical activities conducted to design, refine, evaluate, or otherwise advance a Licensed Product toward Commercialization in the Field. Development does not include human clinical trials or any activities associated with human pharmaceutical development.

“Field” means all uses in non-human animal health, including without limitation applications as a feed additive.

“Head License” means the head license under which NorthStrive Biosciences obtained rights to the Licensed IP Rights from its licensor.

“Improvements” means any and all improvements, modifications or enhancements to, or derivatives of, the underlying Data and Technology, the Licensed IP Rights, or Licensed Products Created by or on behalf of any Party during the Term of the License Agreement.

“Know-How” means Data and Technology that is not subject to an issued patent or published patent application, that is not publicly available, and any associated documentation media, or tangible embodiments thereof.

“Licensed Know-How” means all trade secret and other Know-How rights owned or licensable by NorthStrive as of the effective date of the License Agreement or during the Term of the License Agreement, in and to all data, information, compositions and other Data and Technology (including, but not limited to, formulae, procedures, protocols, techniques and results of experimentation and testing, and any unpatented features, characteristics and information concerning the Licensed Products which are necessary or reasonably useful for Modulant to Develop, Manufacture, or Commercialize Licensed Products in the Field in the Territory.

“Licensed IP Rights” means, collectively, the Licensed Patents, Licensed Know-How, and NorthStrive’s interest in any Improvements.

“Licensed Patents” means any and all of the following: (a) the patents and patent applications listed on Exhibit A of the License Agreement; (b) all divisionals, continuations, and continuations-in-part that claim priority to or share priority with the foregoing; and (c) all patents that have issued or in the future issue from any of the foregoing patent applications, including utility, model and design patents and certificates of invention, together with any reissues, renewals, extensions or additions thereto.

“Licensed Products” means any product, material, composition, or formulation that (a) is covered by a Valid Claim of a Licensed Patent or (b) uses, incorporates, or is made using the Licensed Know-How, in each case solely for use in the Field.

“Manufacture” means to engage in Manufacturing.

“Manufacturing” means all activities related to the manufacture, processing, formulation, packaging, labeling, testing, storage, and handling of Licensed Products for use or sale in the Field in the Territory.

“Excluded Territory” means the Republic of Korea.

“Sublicense” means: (a) any right granted, license given, or agreement entered into by Modulant to or with any Person permitting such Person to exercise any of the rights granted to Modulant under the License Agreement, including the right to Manufacture or Commercialize Licensed Products in the Field in the Territory. “Sublicense” includes any option or other right granted by Modulant to negotiate for or receive such rights.

“Territory” means worldwide, excluding the Excluded Territory.

“Valid Claim” means: (a) a claim of an issued and unexpired patent included within the Licensed Patents that has not been held invalid or unenforceable by a decision of a court or other governmental authority or competent jurisdiction, from which no appeal is taken or possible; or (b) a claim of a patent application within the Licensed Patents that is being prosecuted in good faith and has not been abandoned or finally rejected without the possibility of appeal or refiling.

The foregoing summary of the License Agreement does not purport to be complete and is subject to and are qualified in their entirety by copies of the License Agreement filed as Exhibit 10.1 to this Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

Exhibit No.		Description
10.1+		License Agreement between Northstrive Biosciences Inc. and Modulant Biosciences LLC dated February 4, 2026.
104		Cover Page Interactive Data File (embedded with the Inline XBRL document).

~~Combined~~+ ~~financial~~Portions ~~statements~~ of ~~SVM~~this ~~Machining, Inc.~~exhibit ~~for~~have ~~the~~been ~~years ended December 31, 2024 and December 31, 2023, and the notes related thereto, and unaudited combined financial statements of SVM Machining, Inc~~redacted. ~~for the nine month period ended September 30, 2025, are attached hereto as Exhibit 99.2 and incorporated herein by reference into this Item 9.01(a).~~

~~(b) Pro Forma Financial Information.~~5

The Unaudited Pro Forma Condensed Combined Balance Sheet of PMGC Holdings Inc. as of September 30, 2025, Unaudited Pro Forma Condensed Combined Statements of Operations of PMGC Holdings Inc. for the year ended December 31, 2024 and Unaudited Pro Forma Condensed Combined Statements of Operations for the nine months ended September 30, 2025 are attached hereto as Exhibit 99.3 and incorporated herein by reference into this Item 9.01(b).

(d) Exhibits.

The following exhibits are being filed herewith:

Exhibit No.		Description
10.1*+		Stock Purchase Agreement dated February 2, 2026, by and between PMGC Holdings Inc., SVM Machining, Inc, and selling stockholder of SVM Machining, Inc.
99.1		Press Release of PMGC Holdings Inc. dated as of February 3, 2026.
99.2		Audited combined financial statements of SVM Machining, Inc for the years ended December 31, 2024 and December 31, 2023, and the notes related thereto, and unaudited combined financial statements of SVM Machining, Inc for the nine month period ended September 30, 2025.
99.3		Unaudited Pro Forma Condensed Combined Balance Sheet of PMGC Holdings Inc. as of September 30, 2025, Unaudited Pro Forma Condensed Combined Statements of Operations of PMGC Holdings Inc. for the year ended December 31, 2024 and Unaudited Pro Forma Condensed Combined Statements of Operations for the nine months ended September 30, 2025.
104		Cover Page Interactive Data File (embedded with the Inline XBRL document).

*	The schedules, exhibits or similar attachments have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish copies of any schedules, exhibits or similar attachments to the Securities and Exchange Commission upon request.
+	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 ~~report~~Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

Date: ~~February~~ 6February 10, 2026

PMGC Holdings, Inc. By: /s/ Graydon Bensler Name: Graydon Bensler Title: Chief Executive Officer

Filing Compare · PMGC Holdings Inc.