SCHEDULE 13D: PMGC Holdings CEO Braeden Lichti Secures Majority Voting Stake with Series B Preferred Stock Issuance

Braeden Lichti, CEO of PMGC Holdings Inc., has acquired a 52.35% beneficial ownership stake in the company's Series B Preferred Stock, granted as a signing bonus through a consulting agreement.

Summary

• Braeden Lichti, through his wholly-owned company Northstrive Companies Inc., has acquired 3,336,437 shares of PMGC Holdings Inc.'s Series B Preferred Stock.
• This acquisition represents 52.35% of the 6,372,874 issued and outstanding shares of Series B Preferred Stock as of March 26, 2025.
• The Series B Preferred Stock was issued as a signing bonus pursuant to the Second Amended and Restated Consulting Agreement between PMGC Holdings Inc. and Northstrive Companies Inc.
• Shareholders of PMGC Holdings Inc. approved the issuance of these shares on March 26, 2025.
• The Series B Preferred Stock is non-trading, non-convertible, has no liquidation preference over other capital stock, and grants one (1) vote per share on all matters.
• Holders of Series B Preferred Stock have no rights to dividends unless the board of directors determines to issue them in its sole discretion.
• Mr. Lichti holds these shares for investment purposes and may acquire, retain, or sell portions of them in the future based on market conditions and the Issuer's prospects.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive due to the CEO's significant stake aligning interests, but tempered by the unusual, non-liquid, and non-convertible nature of the preferred stock, which limits direct financial upside for the holder from the stock itself.

Positives

• The acquisition of a significant voting stake by CEO Braeden Lichti aligns his interests directly with the long-term strategic direction and governance of PMGC Holdings Inc.
• The issuance of Series B Preferred Stock as a signing bonus indicates a structured compensation arrangement for key management, potentially securing long-term commitment.

Negatives

• The Series B Preferred Stock held by Mr. Lichti is non-trading, limiting liquidity for the holder.
• The Series B Preferred Stock has no conversion rights, meaning it cannot be converted into common equity.
• Dividends on the Series B Preferred Stock are not guaranteed and are at the sole discretion of the board of directors.
• The Series B Preferred Stock has no liquidation preference over any other class or series of capital stock, potentially placing it lower in the capital structure during liquidation events.

Risks

• The Series B Preferred Stock held by Mr. Lichti is non-trading, which means there is no public market for these shares, limiting the holder's ability to liquidate their investment.
• The Series B Preferred Stock has no conversion rights, preventing the holder from participating in the potential upside of common equity appreciation.
• Dividend payments on the Series B Preferred Stock are discretionary and not guaranteed, depending entirely on the board's decision.
• The Series B Preferred Stock lacks liquidation preference, meaning its holders would not be prioritized over other capital stock classes in the event of the company's liquidation.

Future Outlook

The Reporting Person holds the Series B Preferred Stock for investment purposes and may, from time to time, acquire additional shares, retain, or sell existing shares. Future actions will depend on factors such as the stock's price levels, general market and economic conditions, ongoing evaluation of the Issuer's business, financial condition, operations, prospects, alternative investment opportunities, and liquidity needs.

Management Comments

• "The Reporting Person holds the Series B Preferred Stock of the Issuer for investment purposes."
• "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."

Industry Context

This filing primarily details a change in beneficial ownership and a compensation arrangement for a key executive within PMGC Holdings Inc. It does not provide broader industry trends or competitive analysis.

Corporate Governance

Related Party Transactions

• PMGC Holdings Inc. entered into the Second Amended and Restated Consulting Agreement with Northstrive Companies Inc., a company wholly owned and managed by Braeden Lichti.
• Under this agreement, PMGC Holdings Inc. issued 3,336,437 shares of Series B Preferred Stock to Northstrive as a signing bonus.

Stakeholder Impact

• Shareholders: The issuance of Series B Preferred Stock, which carries voting rights, could impact the voting power distribution among existing shareholders, particularly common stock holders. However, it also aligns the CEO's interests with the company's governance.
• Management/Employees: The CEO, Braeden Lichti, receives a significant equity stake as part of his compensation, potentially increasing his long-term commitment to the company.

Next Steps

• The Reporting Person may acquire additional shares of Series B Preferred Stock.
• The Reporting Person may retain or sell all or a portion of the Series B Preferred Stock held.
• The Reporting Person may distribute the Series B Preferred Stock to other entities.

Key Dates

Keywords

PMGC Holdings Inc., Braeden Lichti, Series B Preferred Stock, Beneficial Ownership, SEC Schedule 13D, Corporate Governance, Consulting Agreement, Shareholder Approval, Voting Rights, Non-convertible Stock