PMGC Holdings Inc. 8-K

What Happened
PMGC Holdings Inc. (ELAB) announced on Jan. 7, 2026 that it entered into and closed a Secured Pre‑Paid Purchase #2 under its previously disclosed Securities Purchase Agreement. The instrument has an original principal of $3,278,700, an original issue discount of $278,700, and an initial purchase price to the company of $3,000,000. The Company received net proceeds of $2,732,704 after placement agent and legal fees. The instrument matures on January 7, 2029. A form of the agreement was filed as Exhibit 10.1 to the 8‑K.

Key Details

• Original principal: $3,278,700; Original issue discount (OID): $278,700; purchase price to company on closing date (Jan 7, 2026): $3,000,000.
• Net proceeds to company after fees: $2,732,704. Maturity date: Jan 7, 2029.
• Conversion/settlement: Investor may require the company to issue shares (Second Pre‑Paid Purchase Shares) at a price equal to 88.00% × the lowest VWAP during the 10 trading days before the measurement date.
• Protections and limits: Investor may elect cash payment for any portion below $1.124 per share; investor (with affiliates) cannot own more than 9.99% of outstanding common stock (non‑waivable); company can prepay with 10 trading days’ notice but must pay 120% of prepaid portion; Events of Default can accelerate repayment, trigger a 15% increase in outstanding balance and interest up to 18% per annum (or legal maximum).

Why It Matters
This filing discloses a material financing that provides PMGC with immediate cash (about $2.73M net) while giving the investor rights to receive shares or cash later under defined pricing and ownership limits. The agreement includes significant default remedies and penalties (automatic acceleration, balance increases, and high interest) that could raise cash‑flow risks if the company breaches covenants or faces insolvency events. Retail investors should note the potential for future equity dilution if the investor elects share settlement, subject to the 9.99% ownership cap, and the prepayment penalty and default terms that affect the company’s repayment obligations.