PMGC Holdings Inc. (ELAB): M&A transaction — PMGC (ELAB) closes sale of Elevai Skincare to Carmell (CTCX) for ~$1.4M in stock, cash, and earnouts

PMGC Holdings Inc.

PMGC received ~$1.075M in CTCX common stock (1.149M shares at close, 117,814 held back), ~$57k cash, and liability assumption.
Earnout: 5% of net sales from existing products annually for 5 years, plus $500k milestone if hair/scalp products hit $500k revenue in 24 months.
Post-closing PMGC had ~3.07M shares outstanding; cash balance increased by ~$57k.
Pro forma net loss for 9 months ended Sep 30, 2024 improved from $4.31M to $2.14M after removing Elevai's operations and adding earnout royalty.

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

PMGC Holdings Inc. completed a disposition involving Cutis Cura Corporation (Buyer) and Carmell Corporation ("CTCX") for total purchase price for the Disposed Assets was approximately $1.4 million (closed 2025-01-16).

Action: disposition
Counterparty: Cutis Cura Corporation (Buyer) and Carmell Corporation ("CTCX")
Consideration: total purchase price for the Disposed Assets was approximately $1.4 million
Closing: 2025-01-16

Exact text from the filing

and Exchange Commission (the “SEC”) on January 7, 2025. Upon the closing of the Disposition (the “Closing”), the total purchase price for the Disposed Assets was approximately $1.4 million, consisting of (i) 1,149,226 shares of common stock, par value $0.0001 per share, of CTCX (“CTCX Common Stock”), issued by CTCX to the Seller at the Closing, as well as 117,814

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PMGC Holdings Inc. filing history →

Source: SEC EDGAR

accession 0001213900-25-004301

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