PMGC Holdings Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement.
On May 7, 2025, PMGC Holdings Inc. (the “Company”) entered into a Secondment Agreement (the “Agreement”) with Northstrive Companies Inc., a California corporation (“Northstrive”), pursuant to which Northstrive agreed to second certain of its employees (each, an “Employee” and, collectively, the “Employees”) to the Company from time to time to provide certain services in accordance with the terms of the Agreement. The Employees will remain employees of Northstrive during their respective periods of secondment (each, a “Secondment Period”) and will not be employees of the Company.
Under the Agreement, Northstrive shall pay each Employee’s salary, incentives, health and retirement benefits, and other applicable compensation or benefits Employee is entitled to as an employee of Northstrive. As consideration for Northstrive making Employees available to provide services during the Secondment Period, the Company shall reimburse Northstrive on a monthly basis based on (i) an agreed hourly rate set forth in Exhibit A of the Agreement, multiplied by (ii) actual hours worked by the Employee. Except as otherwise set forth in the Agreement, each party to the Agreement shall bear its own costs and expenses in connection with the Agreement. However, if any extraordinary costs or expenses not contemplated by the Agreement arise in connection with the Agreement, including travel and expenses, the Company will reimburse Northstrive for such costs and expenses, provided that (i) the Company provided its written consent prior to Northstrive’s incurrence of such costs and expenses, and (ii) such costs and expenses are documented to the reasonable satisfaction of the Company.
Pursuant to the terms of the Agreement, each Employee will provide services to the Company as agreed between the parties up to the number of hours per week specified in Exhibit A. Further, each Employee shall provide services at the Company’s principal place of business or such other place as the parties may agree. The Company has full and exclusive responsibility for each Employee’s actions performed in service to the Company during the Secondment Period.
The Company may terminate the services provided by any Employee at any time by providing at least fifteen (15) days’ prior written notice of termination to Northstrive. Upon the termination of any Employee’s employment with Northstrive, any Employee’s services to the Company will also terminate, and if such employment with Northstrive is terminated, Northstrive shall provide notice of the same to the Company. Either party may terminate the Agreement by providing at least 90 days’ written notice of termination to the other party. If a party is in breach or default of any provision of the Agreement and does not cure such breach or default within ten (10) days, the other party may terminate the Agreement upon ten (10) days’ written notice to the other party, with such notice to be made pursuant to the terms of the Agreement.
The Agreement contains customary provisions relating to confidentiality, indemnification, and limitations on liability.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Secondment Agreement dated as of May 7, 2025. | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL). |
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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: May 13, 2025
| PMGC Holdings, Inc. | ||
| By: | /s/ Graydon Bensler | |
| Name: | Graydon Bensler | |
| Title: | Chief Executive Officer | |
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