PMGC Holdings Inc. filed SEC Form 8-K: Completion of Acquisition or Disposition of Assets, Other Events, Financial Statements and Exhibits
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Item 2.01. Completion of Acquisition or Disposition of Assets.
On July 7, 2025, PMGC Holdings Inc. (the “Company”) completed the acquisition (the “Acquisition”) of 100% of the issued and outstanding shares (the “Shares”) of Pacific Sun Packaging Inc. (the “Target”), pursuant to an Acquisition Agreement dated as of July 7, 2025 (the “Acquisition Agreement”), by and between the Buyer and the Target.
The Acquisition closed on July 7, 2025 (the “Closing”). The purchase consideration for the Shares consisted of: (i) $1,148,000 in cash paid by the Buyer to the stockholder of Target at the Closing; and (ii) a contingent earnout payment of up to $250,000, payable to the stockholder of the Target if the business achieves $1,145,915 in revenue during the Target’s 2025 fiscal year without incurring debt to fund operations. Following the Closing, the Buyer intends to continue the operation of the Target from the Target’s existing leased warehouse under a newly negotiated five-year lease agreement. In addition, one of the Target’s employees entered into a new five-year employment agreement with the Buyer, which includes a revenue-based incentive to align with the Buyer’s long-term performance objectives.
The foregoing description of the Acquisition does not purport to be complete and is qualified in its entirety by reference to the full text of the Acquisition Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Form 8-K”) and incorporated by reference herein.
Item 8.01 Other Events
On July 10, 2025, the Company issued a press release announcing the Closing. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.
The information set forth under this Item 8.01, 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, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
Combined financial statements of Pacific Sun Packaging Inc. for the years ended December 31, 2024 and December 31, 2023, and the notes related thereto, and unaudited combined financial statements of Pacific Sun Packaging Inc. for the three month period ended March 31, 2025, are attached hereto as Exhibit 99.2 and incorporated herein by reference into this Item 9.01(a).
(b) Pro Forma Financial Information.
The Unaudited Pro Forma Condensed Combined Balance Sheet of PMGC Holdings Inc. as of March 31, 2025, Unaudited Pro Forma Condensed Combined Statements of Operations of PMGC Holdings Inc. for the year ended December 31, 2024 and Unaudited Pro Forma Condensed Combined Statements of Operations for the three months ended March 31, 2025 are attached hereto as Exhibit 99.3 and incorporated herein by reference into this Item 9.01(b).
(d) Exhibits.
The following exhibits are being filed herewith:
| Exhibit No. | Description | |
| 10.1* | Acquisition Agreement dated as of July 7, 2025, by and between PMGC Holdings Inc. and Pacific Sun Packaging Inc. | |
| 99.1 | Press Release of PMGC Holdings Inc. dated as of July 10, 2025. | |
| 99.2 | Audited combined financial statements of Pacific Sun Packaging Inc. for the years ended December 31, 2024 and December 31, 2023, and the notes related thereto, and unaudited combined financial statements of Pacific Sun Packaging Inc. for the three month period ended March 31, 2025. | |
| 99.3 | Unaudited Pro Forma Condensed Combined Balance Sheet of PMGC Holdings Inc. as of March 31, 2025, Unaudited Pro Forma Condensed Combined Statements of Operations of PMGC Holdings Inc. for the year ended December 31, 2024 and Unaudited Pro Forma Condensed Combined Statements of Operations for the three months ended March 31, 2025. | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document). |
| * | The schedules, exhibits or similar attachments have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish copies of any schedules, exhibits or similar attachments to the Securities and Exchange Commission upon request. |
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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 11, 2025
| PMGC Holdings, Inc. | ||
| By: | /s/ Graydon Bensler | |
| Name: | Graydon Bensler | |
| Title: | Chief Executive Officer, President and Director | |
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