ELAB 8-K: PMGC inks related-party secondment deal with CEO鈥檚 GB Capital

[8-K] PMGC Holdings Inc. Reports Material Event

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

On 25 Jul 2025, PMGC Holdings Inc. (Nasdaq: ELAB) filed an 8-K disclosing a Secondment Agreement with GB Capital Ltd., a company wholly owned by CEO/CFO/director Graydon Bensler. GB Capital will second its employees to PMGC on an exclusive, as-needed basis; the individuals remain GB employees.

Compensation: PMGC will reimburse GB Capital monthly at hourly rates listed in Exhibit A plus pre-approved extraordinary expenses. GB Capital continues to pay salaries and benefits.

Control & Risk Allocation: PMGC assumes full responsibility for the employees鈥� actions while seconded. The pact includes typical confidentiality, indemnification and liability-limit clauses.

Termination: PMGC may end any employee鈥檚 secondment with 15 days鈥� notice (immediate for misconduct) and may terminate the entire agreement with 30 days鈥� notice; GB Capital requires 90 days. Either party can terminate on 10 days鈥� notice for uncured breach.

Governance Note: Because the counterparty is owned by the CEO, this is a related-party transaction; dollar amounts of anticipated reimbursements are not disclosed. No financial results, guidance changes or capital actions were reported. A press release dated 30 Jul 2025 is furnished as Exhibit 99.1.

2025雲� 7鞗� 25鞚�, PMGC Holdings Inc. (雮橃姢雼�: ELAB)電� CEO/CFO/鞚挫偓 Graydon Bensler臧€ 鞝勳暋靻岇湢頃� GB Capital Ltd.鞕€鞚� 韺岅铂瓿勳暯靹�毳� 瓿店皽頃橂姅 8-K 靹滊毳� 鞝滌稖頄堨姷雼堧嫟. GB Capital鞚€ 頃勳殧鞐� 霐半澕霃呾爯鞝侅溂搿� 歆侅洂鞚� PMGC鞐� 韺岅铂頃橂┌, 頃措嫻歆侅洂霌れ潃 GB 靻岇啀鞙茧 雮晞鞛堨姷雼堧嫟.

氤挫儊: PMGC電� 攵€靻嶌劀 A鞐� 氇呾嫓霅� 鞁滉皠雼� 鞖旍湪瓿� 靷爠鞀轨澑霅� 韸闺硠牍勳毄鞚� 韽暔頃橃棳毵れ洈 GB Capital鞐� 牍勳毄鞚� 靸來櫂頃╇媹雼�. GB Capital鞚€ 旮夓棳鞕€ 氤惦Μ頉勳儩鞚� 瓿勳啀歆€旮夗暕雼堧嫟.

韱奠牅氚� 鞙勴棙攵勲鞍: 韺岅铂霅� 歆侅洂霌れ潣頄夓渼鞐� 雽€頃� PMGC臧€ 鞝勳爜鞚� 毂呾瀯鞚� 歆戨媹雼�. 瓿勳暯靹滌棎電� 鞚茧皹鞝侅澑旮半皜鞙犾, 氅挫眳氚� 毂呾瀯鞝滍暅臁绊暛鞚� 韽暔霅橃柎鞛堨姷雼堧嫟.

顷挫: PMGC電� 15鞚� 靷爠韱奠搿�(攵€鞝曧枆鞙� 鞁� 歃夓嫓) 歆侅洂韺岅铂鞚� 膦呺頃� 靾� 鞛堨溂氅�, 鞝勳泊瓿勳暯鞚€ 30鞚� 靷爠韱奠搿� 膦呺頃� 靾� 鞛堨姷雼堧嫟; GB Capital鞚€ 90鞚� 靷爠韱奠毳� 鞖旉惮頃╇媹雼�. 鞏措姁飒诫弰鞁滌爼霅橃 鞎婌潃鞙勲皹鞐� 雽€頃� 10鞚� 靷爠韱奠搿� 瓿勳暯鞚� 頃挫頃� 靾� 鞛堨姷雼堧嫟.

瓯半矂雱岇姢彀戈碃: 靸侂寑氚╈澊 CEO 靻岇湢鞚措瘈搿� 甏€霠� 雼轨偓鞛� 瓯半灅鞚措┌, 鞓堨儊靸來櫂旮堨暋鞚€ 瓿店皽霅橃 鞎婌晿鞀惦媹雼�. 鞛 鞁れ爜, 臧€鞚措崢鞀� 氤€瓴� 霕愲姅鞛愲掣臁办箻鞐� 雽€頃� 氤搓碃電� 鞐嗢棃鞀惦媹雼�. 2025雲� 7鞗� 30鞚检瀽氤措弰鞛愲臧€ 攵€靻嶌劀 99.1搿� 鞝滉车霅╇媹雼�.

Insights

TL;DR: Related-party staffing deal elevates conflict-of-interest risk; financial impact unclear.

The secondment pact channels company cash to an entity owned by its CEO, creating an inherent conflict of interest that demands rigorous board oversight and independent review. The absence of quantitative limits or disclosure of expected reimbursements limits investor visibility into cost exposure and margin impact. Termination mechanics appear balanced but GB Capital鈥檚 longer 90-day exit window gives the related party greater leverage. Unless the board鈥檚 audit committee validated arm鈥檚-length pricing, proxy-advisory scrutiny is likely.

TL;DR: Operationally neutral; perception risk could widen governance discount.

The arrangement supplies flexible talent without adding headcount, potentially supporting project execution. However, lacking cost caps, reimbursements could pressure SG&A if utilization rises. Near-term earnings aren鈥檛 affected, but governance concerns may weigh on valuation multiples until transparency improves. Overall market impact is modest unless future filings quantify material expenses.

07/31/2025 - 10:56 AM

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): July 25, 2025

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, Ste. 249 Newport Beach, CA		92660
(Address of principal executive offices)		(Zip Code)

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

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 ☒

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 1.01 Entry into a Material Definitive Agreement.

On July 25, 2025, PMGC Holdings Inc. (the “Company”) entered into a Secondment Agreement (the “Agreement”) with GB Capital Ltd, a British Columbia, Canada corporation (“GB Capital”) wholly owned by the Company’s Chief Executive Officer, Chief Financial Officer, and director, Graydon Bensler, pursuant to which GB Capital agreed to second certain of its employees (each, an “Employee” and, collectively, the “Employees”), on an exclusive basis, to the Company from time to time to provide certain services in accordance with the terms of the Agreement. The Employees will remain employees of GB Capital during their respective periods of secondment (each, a “Secondment Period”) and will not be employees of the Company.

Under the Agreement, GB Capital shall pay each Employee’s salary, incentives, health and retirement benefits, and other applicable compensation or benefits Employee is entitled to as an employee of GB Capital. As consideration for GB Capital making Employees available to provide services during the Secondment Period, the Company shall reimburse GB Capital on a monthly basis based on (i) an agreed hourly rate set forth in Exhibit A of the Agreement, multiplied by (ii) actual hours worked by the Employee. Except as otherwise set forth in the Agreement, each party to the Agreement shall bear its own costs and expenses in connection with the Agreement. However, if any extraordinary costs or expenses not contemplated by the Agreement arise in connection with the Agreement, including travel and expenses, the Company will reimburse GB Capital for such costs and expenses, provided that (i) the Company provided its written consent prior to GB Capital’s incurrence of such costs and expenses, and (ii) such costs and expenses are documented to the reasonable satisfaction of the Company.

Pursuant to the terms of the Agreement, each Employee will provide services to the Company as agreed between the parties up to the number of hours per week specified in Exhibit A. Further, each Employee shall provide services at the Company’s principal place of business or such other place as the parties may agree. The Company has full and exclusive responsibility for each Employee’s actions performed in service to the Company during the Secondment Period.

The Company may terminate the services provided by any Employee at any time by providing at least fifteen (15) days’ prior written notice of termination to GB Capital, provided that the Company may terminate any Employee’s secondment at any time, without advance notice, in the event of the Employee’s misconduct, violation of the Company’s policies, or any conduct that the Company reasonably determines may be detrimental to the business or reputation of the Company. Upon the termination of any Employee’s employment with GB Capital, any Employee’s services to the Company will also terminate, and if such employment with GB Capital is terminated, GB Capital shall provide notice of the same to the Company no later than the close of business on the same day such termination becomes effective. GB Capital may terminate the Agreement by providing at least 90 days’ written notice of termination to the Company. The Company may terminate the Agreement by providing at least 30 days’ written notice of termination to GB Capital. The Agreement may be terminated by either party upon 10 days’ written notice if the other party breaches or is in default of any provision of the Agreement and does not cure such breach or default within such 10 day period, with such notice to be made and delivered to the addresses as provided by the applicable party.

The Agreement contains customary provisions relating to confidentiality, indemnification, and limitations on liability.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed with this Current Report on Form 8-K (“Form 8-K”) as Exhibit 10.1 and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On July 30, 2025, the Company issued a press release, a copy of which is furnished as Exhibit 99.1 to this Form 8-K.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Secondment Agreement between the Company and GB Capital Ltd dated July 25, 2025.
99.1		Press Release dated July 30, 2025.
104		Cover Page Interactive Data File (formatted in Inline XBRL).

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: July 31, 2025

PMGC Holdings, Inc.

By:	/s/ Graydon Bensler
Name:	Graydon Bensler
Title:	Chief Executive Officer

Source:

FAQ

What did PMGC Holdings (ELAB) disclose in its 25 Jul 2025 8-K?

The company entered a Secondment Agreement with CEO-owned GB Capital to obtain staff on an exclusive, reimbursable basis.

Is the Secondment Agreement a related-party transaction?

Yes. GB Capital is wholly owned by CEO/CFO Graydon Bensler, making the deal subject to related-party scrutiny.

How will PMGC compensate GB Capital for seconded employees?

PMGC will reimburse GB Capital monthly using agreed hourly rates plus pre-approved extraordinary expenses such as travel.

Can PMGC terminate the agreement?

Yes. PMGC can end the agreement with 30 days鈥� notice and can remove individual employees with 15 days鈥� notice or immediately for misconduct.

Does the filing contain any financial results or guidance updates?

No. The 8-K reports only the agreement and a forthcoming press release; it provides no revenue, earnings or guidance figures.

AG真人官方

[8-K] PMGC Holdings Inc. Reports Material Event

Insights

FAQ

What did PMGC Holdings (ELAB) disclose in its 25 Jul 2025 8-K?

Is the Secondment Agreement a related-party transaction?

How will PMGC compensate GB Capital for seconded employees?

Can PMGC terminate the agreement?

Does the filing contain any financial results or guidance updates?

NASDAQ:ELAB

ELAB Rankings

ELAB Latest News

ELAB Latest SEC Filings

ELAB Stock Data

AG真人官方

Trending News

[8-K] PMGC Holdings Inc. Reports Material Event

Insights

Corporate Governance Expert negative

Equity Research Analyst neutral

FAQ

What did PMGC Holdings (ELAB) disclose in its 25 Jul 2025 8-K?

Is the Secondment Agreement a related-party transaction?

How will PMGC compensate GB Capital for seconded employees?

Can PMGC terminate the agreement?

Does the filing contain any financial results or guidance updates?

NASDAQ:ELAB

ELAB Rankings

ELAB Latest News

ELAB Latest SEC Filings

ELAB Stock Data