{"url_path":"/sec/elab/8-k/2026-05-13/item-2-01","section_key":"item-2-01","section_title":"Item 2.01 Completion of Acquisition or Disposition of Assets.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-13","source_url":"https://www.sec.gov/Archives/edgar/data/1840563/0001213900-26-055405-index.html","accession_number":"0001213900-26-055405","cik":"0001840563","ticker":"ELAB","issuer_name":"PMGC Holdings Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1840563/0001213900-26-055405-index.html","primary_entity_key":"0001840563","primary_entity_name":"PMGC Holdings Inc."},"word_count":853,"has_tables":true,"body_markdown":"** **\n\n**Item\n2.01. Completion of Acquisition or Disposition of Assets.**\n\n \n\nOn\nMay 12, 2026, PMGC Holdings Inc. (the “Company”) completed the acquisition (the “Acquisition”) of 100% of the\nissued and outstanding shares (the “Shares”) of A&B Aerospace, Inc., a California corporation (the “Target”),\npursuant to a Stock Purchase Agreement dated as of May 11, 2026 (the “Purchase Agreement”), by and between the Company, the\nTarget, and stockholders of the Target owning the Shares (such stockholders, collectively, the “Sellers,” and, together with\nthe Company and the Target, the “Parties”).\n\n \n\nThe\nAcquisition closed on May 12, 2026 (consummation of the Acquisition, “Closing” and such date, “Closing Date”).\nThe purchase consideration for the Shares consisted of: (i) $4,500,000 in cash, of which $4,275,000 was paid to the Sellers at Closing\n(the “Closing Purchase Price”) and $225,000 was retained by the Company at Closing as an indemnification holdback (the “Indemnification\nHoldback”) as to the Litigation (as defined below); plus (ii) the Estimated Closing Cash Balance (as defined below), which the\nSellers are required under Purchase Agreement to use commercially best efforts to cause to be at least $300,000 at the Closing;\nplus (iii) the amount, if any, by which the Estimated Net Working Capital (as defined below) is greater than the Net Working Capital\nTarget (as defined below), less (iv) the amount, if any, by which the Estimated Net Working Capital is less than the Net Working Capital\nTarget (as defined below). The Purchase Agreement provides for a post-Closing true-up consisting of: (1) a Closing Cash Balance Adjustment\nequal to the Final Cash Balance (as defined below) minus the Estimated Closing Cash Balance (as defined below), and (B) a Net Working\nCapital Adjustment Amount equal to the Final Net Working Capital minus the Estimated Net Working Capital, with the sum of such two amounts\n(the “Final Adjustment Amount”) settled in cash between the Company and the Sellers within five Business Days after final\ndetermination.\n\n \n\nAfter\nClosing, the Target will continue operating its business at the Target’s existing facility, pursuant to a commercial lease agreement\nentered into at Closing between the Target and certain lessors (the “Lease Agreement”). The President of the Target prior\nto Closing will continue to serve as President of the Target following the Closing, pursuant to an employment agreement entered into\nat Closing between such individual and the Target. Under the Purchase Agreement, the Sellers agreed to remain available to the Company\nfor a period of six (6) months after the Closing Date to provide reasonable transition services, including assistance with required financial\naudits, operational knowledge transfer, and other reasonable matters for post-Closing transition. The Sellers also agreed to a three\n(3)-year non-competition provision in the Purchase Agreement as to the information technology packaging business the State of California\nand commencing on the Closing Date. The Sellers also agreed to a customary non-solicitation provision.\n\n \n\nThe\nParties agreed to certain customary closing conditions and representations and warranties. The Parties agreed to certain customary indemnification\nprovisions, and the Sellers agreed to indemnify the Company for, among other things: (i) all Taxes of the Target attributable to Pre-Closing\nTax Periods (as defined below), (ii) Losses related to any employee being ineligible or unauthorized to work in the United States as\nof the Closing Date, and (iii) any claim with respect to a certain pending litigation of the Target.\n\n \n\n“Balance\nSheet” means the balance sheet of the Target as of December 31, 2025.\n\n \n\n“Closing\nCash Balance Adjustment” means the Final Cash Balance minus the Estimated Closing Cash Balance.\n\n \n\n1\n\n \n\n \n\n“Closing\nNet Working Capital” means the calculation of the Target’s Net Working Capital as of the Closing, as set forth in the Closing\nStatement.\n\n \n\n“Closing\nStatement” means a closing statement prepared by the Company and delivered to the Sellers within 90 days after the Closing, setting\nforth the Closing Net Working Capital and the Final Cash Balance.\n\n \n\n“Estimated\nClosing Balance Sheet” means the balance sheet of the Target as of the Closing, prepared on a basis consistent with the preparation\nof the Balance Sheet.\n\n \n\n“Estimated\nClosing Cash Balance” means the calculated cash and cash equivalents of the Target as of the Closing.\n\n \n\n“Estimated\nNet Working Capital” means the calculated net working capital of the Target based on the Estimated Closing Balance Sheet.\n\n \n\n“Final\nCash Balance” means the Closing Cash Balance as set forth in the Closing Statement, as finally determined in accordance with Section\n1.04(c) of the Purchase Agreement.\n\n \n\n“Net\nWorking Capital Target” means an amount equal to $855,669.\n\n \n\n“Pre-Closing\nTax Period” means any taxable period ending on or before the Closing Date and, with respect to any taxable period beginning before\nand ending after the Closing Date, the portion of such taxable period ending on and including the Closing Date.\n\n \n\nCapitalized\nterms used but not otherwise defined in this Form 8-K shall have the respective meanings ascribed thereto by the Purchase Agreement,\nfiled in this Form 8-K as Exhibit 10.1. The foregoing\nsummary of the transactions contemplated by the Purchase Agreement do not purport to be complete and are subject to, and qualified in\ntheir entirety by, the full text of the Purchase Agreement filed herein as Exhibit 10.1."}