PMGC Holdings Inc. 8-K

What Happened

• PMGC Holdings Inc. (ELAB) announced it consummated a secured Fourth Pre‑Paid Purchase under its previously disclosed Securities Purchase Agreement on February 6, 2026. The instrument has an original principal amount of $8,147,569.50 and an original issue discount (OID) of $692,569.50, resulting in a net purchase price of $7,455,000 that was funded to the company and its agents.
• Funds were allocated as follows: $6,343,194.44 deposited into a controlled deposit account held by new wholly‑owned subsidiary ELAB Opportunity Holdings LLC (subject to a Deposit Account Control Agreement giving the investor a first‑priority security interest), $651,805.56 to placement agent Univest Securities LLC, $5,000 to legal fees, and $455,000 to a company‑designated account. ELAB Opportunity also executed a guaranty of the obligations.

Key Details

• Original principal: $8,147,569.50; OID: $692,569.50; Purchase Price funded: $7,455,000 (Feb 6, 2026).
• Conversion: Investor may require issuance of shares at 88% of the lowest VWAP during the prior 10 trading days; if that price would be below $0.32, the investor can instead elect cash payment.
• Ownership cap: Investor (and affiliates) cannot beneficially own more than 9.99% of outstanding common stock after any issuance (non‑waivable).
• Remedies & costs: Company may prepay with 120% cash of the prepaid portion after 10 trading days’ notice; on an Event of Default outstanding balance may automatically increase 15% and accrue interest up to 18% per year (or legal maximum).

Why It Matters

• Liquidity: The transaction provided PMGC with $7.455M in net proceeds, bolstering near‑term liquidity, with most funds held in a bank account controlled under the DACA.
• Dilution risk: The investor can convert amounts into common shares at a discounted VWAP (88% of the low VWAP over 10 trading days), creating potential dilution if conversions occur — though a 9.99% ownership cap limits immediate concentration risk.
• Cost and credit risk: The agreement imposes material downside if the company prepays (120% cash) or defaults (15% automatic increase and high interest), and the investor holds a first‑priority security interest in the deposit account, restricting company access to those cash proceeds.