M&A: Elevai Labs Inc.

Form Type: 8-K

Filing Date: 2025-01-07

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025001671

Comments: 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.

Document Link: View Document

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