PMGC Holdings Inc. Completes Strategic Divestiture of Elevai

PMGC Holdings Inc. Completes Strategic Divestiture of Elevai

PMGC Holdings Inc., previously known as Elevai Labs Inc., has recently achieved a significant milestone by closing the divestiture of its wholly owned subsidiary, Elevai Skincare Inc. ("Elevai"). This strategic move aligns with PMGC's commitment to enhancing shareholder value and positions the company for accelerated growth in new markets.

Overview of the Divestiture

In a definitive purchase agreement, PMGC transferred its skincare subsidiary to Carmell Corporation. This decision reflects PMGC's strategic direction as a diversified holding company focused on maximizing returns for its shareholders. By divesting Elevai, PMGC aims not only to gain immediate financial advantages but also to secure future revenue opportunities through royalties and milestone payments.

Consideration for the Sale

At the closure of the divestiture, PMGC received a multifaceted purchase consideration. This breakdown illustrates how the transaction has been structured:

• Approximately $1.1 million in Carmell common stock, totaling about 1,149,226 shares at a price of $0.8488 per share, alongside an additional 117,814 shares held back to ensure indemnification for a year.
• About $57,000 in cash, to be paid by Carmell upon the sale of specific existing inventory.
• Carmell's assumption of contractual liabilities and trade payables of Elevai during the transition.

Post-Closing Earnout Consideration

Beyond the initial payment, this deal includes specific future earnings from existing Elevai products:

• An annual payment representing 5% of net sales from Elevai's products over the subsequent five years.
• A potential one-time milestone payment of $500,000 achievable if Elevai attains $500,000 in net revenue from its hair and scalp products within two years.

Strengthening PMGC's Financial Position

This divestiture is expected to have a profound positive impact on PMGC's financial health. The transaction not only strengthens PMGC's balance sheet but also helps to mitigate operational losses, allowing the company to channel resources into burgeoning opportunities that align with its long-term strategies.

About Elevai Skincare

Elevai Skincare, formerly a subsidiary of PMGC, specializes in developing innovative physician-dispensed skincare and hair care solutions. With a focus on science-backed applications, the company has employed advanced technologies such as stem cell exosome technology to revolutionize the skincare landscape.

About PMGC Holdings Inc.

As a diversified holding company, PMGC Holdings Inc. manages a varied portfolio of businesses through strategic acquisitions and developments across various sectors. Currently, PMGC's portfolio includes Northstrive Biosciences Inc., PMGC Research Inc., and PMGC Capital LLC. The company remains dedicated to discovering opportunities that foster growth and enhance shareholder value.

Frequently Asked Questions

What does PMGC Holdings Inc. do?

PMGC Holdings Inc. is a diversified holding company that manages a portfolio of subsidiaries through strategic acquisitions and investments, focusing on various industries.

What is Elevai Skincare known for?

Elevai Skincare specializes in the development of physician-dispensed skincare and hair care products, leveraging advanced technologies for innovation in the market.

How will the divestiture affect PMGC's future?

The divestiture is set to strengthen PMGC's financial framework, allowing the company to explore new growth opportunities and mitigate operational losses.

What financial benefits did PMGC gain from the divestiture?

PMGC received approximately $1.1 million in Carmell common stock, $57,000 in cash for inventory, and the potential for future earnings through royalties and milestone payments.

How many shares of PMGC common stock remain after the closing?

Following the closing of the divestiture, the total number of PMGC common shares outstanding was approximately 3.07 million.

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