{"schema_version":"secwatch.filing_event.v1","accession":"0001213900-25-004301","form_type":"8-K","ticker":"ELAB","cik":"0001840563","company_name":"PMGC Holdings Inc.","filed_at":"2025-01-17T23:59:59+00:00","discovered_at":"2026-05-14T18:03:05.216212+00:00","generated_at":"2026-05-27T23:26:59.471663+00:00","sec_items":["2.01","8.01","9.01"],"event_type":"m_and_a","sentiment":"positive","materiality_score":0.8,"calibrated_materiality_score":0.8,"confidence":"high","headline":"PMGC (ELAB) closes sale of Elevai Skincare to Carmell (CTCX) for ~$1.4M in stock, cash, and earnouts","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-25-004301","json":"https://secwatch.observer/filing/0001213900-25-004301.json","markdown":"https://secwatch.observer/filing/0001213900-25-004301.md","text":"https://secwatch.observer/filing/0001213900-25-004301.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1840563/000121390025004301/0001213900-25-004301-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1840563/000121390025004301/ea0227938-8k_pmgc.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-27T23:26:59.471663+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"aa57bfb98a4ceb717b4be2a81c6cddb0f2a778bf","claim":"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).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1840563/000121390025004301/0001213900-25-004301-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"disposition"},{"label":"Counterparty","value":"Cutis Cura Corporation (Buyer) and Carmell Corporation (\"CTCX\")"},{"label":"Consideration","value":"total purchase price for the Disposed Assets was approximately $1.4 million"},{"label":"Closing","value":"2025-01-16"}],"fact_type":"ma_transaction"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}