Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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PMGC Holdings Inc. (Name of Issuer) |
Series B Preferred Stock, par value $0.0001 per share (Title of Class of Securities) |
28622K302 (CUSIP Number) |
Ross D. Carmel, Esq. Sichenzia Ross Ference Carmel LLP, 1185 Avenue of the Americas, 31st Floor New York, NY, 10036 (212) 658-0458 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/26/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 28622K302 |
| 1 |
Name of reporting person
Braeden Lichti | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
CANADA (FEDERAL LEVEL)
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
3,336,437.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
52.35 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Mr. Lichti owns non-trading, non-convertible Series B preferred stock of PMGC Holdings, Inc. (the "Series B Preferred Stock") through Northstrive Companies Inc. ("Northstrive"), a company wholly owned by Mr. Lichti. as a signing bonus pursuant to the Second Amended and Restated Consulting Agreement between the Issuer and Northstrive, as amended. Holders of the Series B Preferred Stock have no conversion rights and no rights to dividends, unless the board of directors of the Issuer determines in its sole discretion to issue dividend payments to such holders. The Series B Preferred Stock also have no liquidation preference over any other class or series of capital stock of the Issuer. Each share of Series B Preferred Stock has one (1) vote per share on all matters. Mr. Lichti owns 52.35% of 6,372,874 shares of the Issuer's Series B Preferred Stock issued and outstanding as of March 26, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Series B Preferred Stock, par value $0.0001 per share |
| (b) | Name of Issuer:
PMGC Holdings Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
120 Newport Center Drive, Ste. 249, Newport Beach,
CALIFORNIA
, 92660. |
| Item 2. | Identity and Background |
| (a) | Braeden Lichti (the "Reporting Person" or "Mr. Lichti") |
| (b) | c/o PMGC Holdings Inc., 120 Newport Center Drive, Ste. 249, Newport Beach, CA |
| (c) | The principal occupation of the Reporting Person is Chief Executive Officer of BWL Investments Ltd and NorthStrive Companies Inc., located at 620 Newport Center Drive Suite 1100, Newport Beach, California, 92660. Mr. Lichti serves as Chairman of the Board of Directors of PMGC Holdings Inc. and as Chairman of the Board of Directors of Hydromer, Inc., located at 4715 Corporate Dr NW Suite 200, Concord, NC 28027. These positions are held through a management consulting agreement with his company, NorthStrive Companies Inc. Mr. Lichti is also a non-employee director of Qualigen Therapeutics, Inc. located at 5857 Owens Avenue, Suite 300, Carlsbad, California 92008. |
| (d) | No. |
| (e) | No. |
| (f) | Canada. |
| Item 3. | Source and Amount of Funds or Other Consideration |
PMGC Holdings Inc. (the "Issuer") entered into a consulting agreement with Northstrive Companies Inc., a California corporation ("Northstrive") owned and managed by Braeden Lichti effective January 4, 2022 and amended on May 1, 2023. On October 25, 2024, the Issuer entered into the Second Amended and Restated Consulting Agreement with Northstrive (the "Second Amended Northstrive Companies Consulting Agreement") which stipulated the Issuer's issuance of Series B Preferred Stock to Northstrive as a sign on bonus, subject to shareholder approval. On March 26, 2025, at a special meeting of the Issuer's shareholders (the "Shareholders"), the Shareholders approved the issuance of 3,336,437 shares of non-trading, non-convertible Series B Preferred Stock under the Second Amended Northstrive Companies Consulting Agreement. | |
| Item 4. | Purpose of Transaction |
The Reporting Person holds the Series B Preferred Stock of the Issuer for investment purposes. The Reporting Person may, from time to time, acquire additional shares of Series B Preferred Stock, and/or retain and/or sell all or a portion of the shares of Series B Preferred Stock held by the Reporting Person in the open market or in privately negotiated transactions, and/or may distribute the Series B Preferred Stock held by the Reporting Person to other entities. Any actions the Reporting Person might undertake will be dependent upon the Reporting Person's review of numerous factors, including, among other things, the price levels of the Series B Preferred Stock, general market and economic conditions, ongoing evaluation of the Issuer's business, financial condition, operations and prospects, the relative attractiveness of alternative business and investment opportunities, investor's need for liquidity, and other future developments. Any future acquisitions of Series B Preferred Stock by the Reporting Person will be subject to the Company's policies, including its insider trading policy, as applicable. Except as set forth above, the Reporting Person has no present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Mr. Lichti owns 3,336,437 shares of Series B Preferred Stock through Northstrive Companies Inc., a company wholly owned by Braeden Lichti. Holders of the Series B Preferred Stock have no conversion rights and no rights to dividends, unless the board of directors of the Issuer determines in its sole discretion to issue dividend payments to such holders. The Series B Preferred Stock also have no liquidation preference over any other class or series of capital stock of the Issuer. Each share of Series B Preferred Stock has one (1) vote per share on all matters. Mr. Lichti owns 52.35% of the Issuer's 6,372,874 issued and outstanding shares of Series B Preferred Stock as of March 26, 2025. |
| (b) | Mr. Lichti has the sole power to vote and to dispose of the total amount of shares of Series B Preferred Stock held by Mr. Lichti and the legal entity owned and controlled by Mr. Lichti as described in Item 5(a) above. |
| (c) | See Item 3 above. |
| (d) | Not applicable. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
See Item 3 above. | |
| Item 7. | Material to be Filed as Exhibits. |
Not applicable. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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