PMGC Holdings Inc.

DEF 14A 1 ea0231346-02.htm PROXY STATEMENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Check the appropriate box:

PMGC Holdings Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

NOTICE OF THE SPECIAL STOCKHOLDERS MEETING

TO BE HELD ON MARCH 26, 2025

To the Stockholders of PMGC Holdings Inc.:

You are invited to attend the Special Meeting of Stockholders (“Special Meeting”) of PMGC Holdings Inc. (the “Company,” “PMGC,” “our,” “we,” and “us”), which will be held at the offices of Harper Grey LLP, 650 West Georgia Street, # 3200, Vancouver, BC V6B 4P7, Canada, 9:30 a.m. Pacific Standard Time on Wednesday, March 26, 2025.

At the Special Meeting, you will be asked to act on the following matters:

1. to approve an amendment to our Articles of Incorporation (such amendment, the “Amended Articles of Incorporation”) to increase the authorized shares of the Company’s common stock, par value $0.0001 (“Common Stock”), from 285,714,286 to 10 billion;

2. to approve the issuance of 138,484 shares of Common Stock, in the aggregate, upon the exercise of warrants (“New Warrants”) issued to certain investors pursuant to that certain Warrant Inducement Agreement entered into between the Company and certain investors on January 27, 2025 (the “Warrant Inducement Agreement”), and approval of the adjustment terms as set forth in the New Warrants;

3. to approve an amendment to our Bylaws (“Amended Bylaws”) to provide for a staggered Board comprised of two classes of directors, designated Class I and Class II, with Class I Directors serving for three (3) year terms and Class II Directors serving for one (1) year terms;

4. to approve the issuance of 3,036,437 shares of non-trading, non-convertible Series B Preferred Stock to GB Capital Ltd, a British Columbia, Canada corporation (“GB Capital”) wholly owned by our Chief Executive Officer, Chief Financial Officer, and Director, Graydon Bensler, as a signing bonus pursuant to that certain Second Amended and Restated Consulting Agreement for Non-Employee Chief Executive Officer between the Company and GB Capital as amended (the “Second Amended GB Capital Consulting Agreement”);

5. to approve the issuance of 3,336,437 shares of non-trading, non-convertible Series B Preferred Stock to Northstrive Companies Inc. (“Northstrive”), a California corporation wholly owned by our Chairman, Braeden Lichti, as a signing bonus pursuant to that certain Second Amended and Restated Consulting Agreement for Non-Executive Chairman between the Company and Northstrive, as amended (the “Second Amended Northstrive Companies Consulting Agreement”);

6. to approve the adjournment of the Special Meeting, if necessary, to solicit additional votes if there are insufficient votes at the time of the Special Meeting to approve one or more of the proposals; and

7. to consider and transact such other business as may be properly brought before the Special Meeting.

Only holders of record of shares of Common Stock at the close of business on January 28, 2025 (the “Record Date”) are entitled to receive notice of and to vote at the Special Meeting or any postponements or adjournments of the meeting. The accompanying proxy statement (“Proxy Statement”) contains details concerning the foregoing items, as well as information on how to vote your shares. We urge you to read and consider these documents carefully.

We are using the “Full Set Delivery” method of providing proxy materials to all stockholders of record. Because we have elected to utilize the “Full Set Delivery” option, we are delivering to all stockholders of record paper copies of the Proxy Statement and form of proxy, as well as providing access to the proxy materials on a publicly accessible website. We began distributing the Proxy Statement, the Notice and proxy card on or about March 6, 2025. The Proxy Statement and the Notice are also available atwww.pmgcholdings.com/investors/sec-filings.

Your vote is very important. Whether or not you plan to attend the Special Meeting, we encourage you to submit your proxy or voting instructions as soon as possible. For specific instructions on how to vote your shares, please refer to the instructions on the proxy card you received in the mail, and the additional information in the accompanying Proxy Statement.

Additionally, we note that all applicable Common Stock share numbers, option numbers, warrant numbers, other derivative security numbers and exercise and conversion prices appearing in the Proxy Statement and any related materials have been adjusted to give effect to a 1-for-7 reverse stock split, of which Articles of Amendment to Articles of Incorporation, as amended, with regard to the split was filed on February 28, 2025. The split will be effective on March 10, 2025. A copy of the aforementioned Articles of Amendment to our Articles of Incorporation, as amended, is included as Appendix F.

NOTE REGARDING FORWARD-LOOKING STATEMENTS

The Proxy Statement contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements may relate to our future financial performance, business operations, and executive compensation decisions, or other future events. You can identify forward-looking statements by the use of words such as “anticipate,” “believe,” “could,” “expect,” “intend,” “may,” “will,” or the negative of such terms, or other comparable terminology. Forward-looking statements also include the assumptions underlying or relating to such statements. We have based these forward-looking statements on our current expectations and projections about future events that we believe may affect our business, results of operations and financial condition.

The outcomes of the events described in these forward-looking statements are subject to risks, uncertainties and other factors described in the section titled “Risk Factors,” and elsewhere, in the reports filed with the U.S. Securities and Exchange Commission. We cannot assure you that the events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results could differ materially from those expressed or implied in the forward-looking statements. We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made except as may be required under applicable securities law.

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PROXY STATEMENT

FOR THE SPECIAL STOCKHOLDERS MEETING

TO BE HELD ON MARCH 26, 2025