SCHEDULE 13D: PMGC Holdings CEO Graydon Bensler Discloses Significant Preferred Stock Holding as Compensation

PMGC Holdings Inc. CEO Graydon Bensler has disclosed a 47.64% beneficial ownership of the company's Series B Preferred Stock, acquired as a signing bonus through his wholly-owned entity, GB Capital Ltd.

Summary

• Graydon Bensler, who serves as Chief Executive Officer, Chief Financial Officer, and Director of PMGC Holdings Inc., has filed a Schedule 13D.
• Mr. Bensler beneficially owns 3,036,437 shares of PMGC Holdings Inc.'s Series B Preferred Stock through GB Capital Ltd, a British Columbia, Canada corporation wholly owned by him.
• This ownership represents 47.64% of the 6,372,874 Series B Preferred Stock shares issued and outstanding as of March 26, 2025.
• The shares were issued to GB Capital Ltd as a $75,000 signing bonus, as stipulated in the Second Amended and Restated Consulting Agreement, and this issuance was approved by the Issuer's shareholders on March 26, 2025.
• The Series B Preferred Stock is characterized as non-trading, non-convertible, carries no rights to dividends (unless determined by the board), has no liquidation preference over other stock classes, and grants one vote per share on all matters.
• Mr. Bensler holds these shares for investment purposes and may adjust his holdings in the future based on various factors including market conditions and the Issuer's prospects.

Sentiment

Score: 6

Explanation: The document is a factual disclosure of an insider's beneficial ownership of preferred stock, acquired as compensation. It indicates strong insider alignment due to the significant stake but the non-trading and non-convertible nature of the stock limits its direct financial upside for the holder beyond voting rights. No negative operational or financial news is presented.

Positives

• The significant stake (47.64% of Series B Preferred Stock) held by the CEO, Graydon Bensler, aligns his interests with the company's long-term performance and strategic direction.
• The issuance of preferred stock as a signing bonus allows the company to compensate key management without an immediate cash outflow, preserving liquidity.

Negatives

• The Series B Preferred Stock is non-trading and non-convertible, which limits the liquidity and potential capital appreciation for the holder compared to common stock.
• Holders of Series B Preferred Stock have no guaranteed rights to dividends or liquidation preference, making the financial return dependent on board discretion and the company's overall financial health.

Risks

• The Series B Preferred Stock has no conversion rights, meaning it cannot be converted into common equity, which limits the holder's ability to participate in potential common stock appreciation.
• The absence of liquidation preference means that in the event of company liquidation, Series B Preferred Stock holders would not be prioritized over other classes or series of capital stock.
• Dividend payments on the Series B Preferred Stock are solely at the discretion of the board of directors, offering no guaranteed income stream to the holder.

Future Outlook

The Reporting Person holds the Series B Preferred Stock for investment purposes and may acquire additional shares, or retain/sell existing shares, based on a review of numerous factors including price levels, general market and economic conditions, ongoing evaluation of the Issuer's business, financial condition, operations and prospects, alternative investment opportunities, and liquidity needs. Any future acquisitions will adhere to the company's insider trading policy.

Management Comments

• "Mr. Bensler holds non-trading, non-convertible Series B preferred stock of PMGC Holdings, Inc. through GB Capital Ltd, a British Columbia, Canada corporation wholly owned Mr. Bensler as a signing bonus pursuant to the Second Amended and Restated Consulting Agreement between the Issuer and GB Capital, as amended."
• "The Reporting Person holds the Series B Preferred Stock of the Issuer for investment purposes."

Industry Context

This filing is a standard disclosure for a significant beneficial ownership stake by an insider, specifically the CEO. It reflects a common practice of executive compensation involving equity, though the non-trading and non-convertible nature of this specific preferred stock is less common for general investment purposes and more typical for specific compensation or control structures within a company.

Comparison to Industry Standards

• The issuance of preferred stock as executive compensation is a recognized practice, often used to align management incentives with company performance, similar to restricted stock units or performance shares.
• However, the non-trading and non-convertible nature of this Series B Preferred Stock is unusual compared to typical preferred stock issued to external investors, which often includes conversion rights or liquidation preferences to enhance their appeal. This structure suggests it is primarily a compensation tool rather than a capital-raising instrument.
• The 47.64% ownership of a specific class of preferred stock by a CEO represents a substantial insider stake, indicating strong control over matters where this class has voting rights.

Corporate Governance

Related Party Transactions

• The issuance of 3,036,437 shares of Series B Preferred Stock to GB Capital Ltd, a company wholly owned by Graydon Bensler (who is the CEO, CFO, and Director of PMGC Holdings Inc.), as a $75,000 signing bonus under the Second Amended and Restated Consulting Agreement.

Stakeholder Impact

• Shareholders: The issuance of Series B Preferred Stock to the CEO, while not directly diluting common equity percentage, grants significant voting power (47.64% of Series B class) to the CEO, which could influence corporate governance and strategic decisions.
• Management/Employees: The CEO's compensation package includes a substantial equity stake, which aligns his long-term interests with the company's stability and performance.

Next Steps

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

Key Dates

Keywords

PMGC Holdings Inc., Graydon Bensler, Series B Preferred Stock, Schedule 13D, beneficial ownership, executive compensation, corporate governance, preferred stock, GB Capital Ltd