---
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"
generated_at: "2026-05-27T23:26:59.471663+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 0.8
calibrated_materiality_score: 0.8
confidence: "high"
source: SEC EDGAR
---

# PMGC (ELAB) closes sale of Elevai Skincare to Carmell (CTCX) for ~$1.4M in stock, cash, and earnouts

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: m_and_a
- sentiment: positive
- materiality_score: 0.8
- calibrated_materiality_score: 0.8
- confidence: high
- sec_items: 2.01, 8.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001213900-25-004301
- JSON: https://secwatch.observer/filing/0001213900-25-004301.json
- Plain text: https://secwatch.observer/filing/0001213900-25-004301.txt

## Key facts
- M&A Transactions
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1840563/000121390025004301/0001213900-25-004301-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.