PMGC Holdings Inc.
08/18/2025 | Press release | Distributed by Public on 08/18/2025 04:21
Material Agreement (Form 8-K)
Item 1.01 Entry into a Material Definitive Agreement.
(a) Amendment No. 3 to the Second Amended and Restated Consulting Agreement for Non-Executive Chairman between the Company and Northstrive Companies Inc.
On August 12, 2025, PMGC Holdings Inc., a Nevada corporation (the "Company"), and Northstrive Companies Inc., a California corporation (such corporation, "Northstrive") wholly owned by the Company's Chairman, Braeden Lichti, entered into Amendment No. 3 (such amendment, "Amendment No. 3 to Second Amended Northstrive Consulting Agreement") to the Second Amended and Restated Consulting Agreement for Non-Executive Chairman between the Company and Northstrive ("Second Amended Northstrive Consulting Agreement").
1. Acquisition Awards
Amendment No. 3 to Second Amended Northstrive Consulting Agreement provided for the Company's grant of a fully vested award in the form of either: (i) restricted stock units ("RSUs"), (ii) restricted stock, or (iii) cash (each, "Acquisition Award") to Northstrive on the consummation of any acquisition of (i) an entity, (ii) assets, or (iii) capital stock by the Company or any Subsidiary (as defined below). The amount of the Acquisition Award to Northstrive will be calculated based on the total purchase price of the consummated acquisition, regardless of whether or not such purchase price is paid in cash, stock, assumed debt, or other consideration (such purchase price, the "Acquisition Value"), and will be determined as follows:
| (i) | Acquisition Value from $0 to $5,000,000 - Northstrive is entitled to an Acquisition Award of 5% of the Acquisition Value; |
| (ii) | Acquisition Value over $5,000,000 to $10,000,000 - Northstrive is entitled to an Acquisition Award of 6% of the Acquisition Value; |
| (iii) | Acquisition Value over $10,000,000 to $20,000,000 - Northstrive is entitled to an Acquisition Award of 7% of the Acquisition Value; and |
| (iv) | Acquisition Value over $20,000,000 - Northstrive is entitled to an Acquisition Award of 8% of the Acquisition Value. |
In addition to the determinations of Acquisition Value set forth in Item 1.01(a)(1) of this Current Report on Form 8-K ("Form 8-K"), the Compensation Committee of the Board of Directors of the Company ("Compensation Committee") may, in its sole discretion, determine to award Northstrive an additional 1% of the applicable percentage of the Acquisition Value if: (i) the Board of Directors of the Company (the "Board") and/or Compensation Committee projects the applicable acquisition to be earnings before interest, tax, depreciation, and amortization (EBITDA) or net income accretive within twelve (12) months of closing or (b) the Compensation Committee deems the applicable acquisition as an advancement to the Company's long-term growth objectives, competitive positioning, and/or operational capabilities.
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