M&A - Elevai Labs Inc.

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Form Type: 8-K

Filing Date: 2025-01-17

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025004301

Filing Summary: On January 16, 2025, PMGC Holdings Inc. completed the acquisition of substantially all assets and the assignment of certain liabilities of Elevai Skincare Inc. to Cutis Cura Corporation. The closing followed an Asset Purchase Agreement dated December 31, 2024, with a total purchase price of approximately $1.4 million comprising of 1,149,226 shares of Cutis Cura common stock, additional shares withheld for indemnification, assumption of liabilities, and cash payment contingent on product sales. The seller will also change its name to PMGC Impasse Corp. and there are additional earnout payments based on future sales. The company issued a press release announcing the closing on the same date.

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Additional details:

Asset Disposition Date: 2025-01-16


Form Type: 8-K

Filing Date: 2025-01-07

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025001671

Filing Summary: On December 31, 2024, PMGC Holdings Inc., along with its wholly owned subsidiary Elevai Skincare Inc., entered into an Asset Purchase Agreement with Cutis Cura Corporation and Carmell Corporation. Under this agreement, Cutis acquired substantially all assets related to Elevai Skincare's business, which focuses on skincare and haircare products. As consideration, Cutis agreed to issue shares of its common stock valued at $1,075,463 to Elevai Skincare, assume certain liabilities, and pay a cash amount of $56,525 contingent on specific product sales. Additional earnout payments are to be made based on future net sales. The closing of the transaction is contingent upon conditions outlined in the agreement.

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Additional details:

Asset Purchase Agreement Date: 2024-12-31


Total Consideration Value: 1075463


Cash Payment Amount: 56525


Earnout Terms: 5% of Net Sales over five years


Milestone Payment Condition: $500,000 in net revenue within 24 months


Closing Conditions: Mutually agreed date following satisfaction of conditions precedents


Excluded Liabilities Description: Any debts or obligations other than Assumed Liabilities


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