Form SCHEDULE 13D/A PMGC Holdings Inc. Filed by: Braeden Lichti
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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PMGC Holdings Inc. (Name of Issuer) |
Common Stock, $0.0001 par value per share (Title of Class of Securities) |
(CUSIP Number) |
Ross. D. Carmel, Esq. 1185 Avenue of the Americas, 26th Floor, New York, NY, 10036 (212) 930-9700 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/01/2026 (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. |
| 1 |
Name of reporting person
Braeden Lichti | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 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
450,313.00 | ||||||||
| 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)
7.40 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Row 4: Mr. Lichti used personal funds for consideration of common stock previously reported in the Schedule 13D. The Issuer underwent multiple reverse stock splits since the filing of the Schedule 13D, and the beneficially owned amounts of shares reported in this Amendment No. 2 reflect amounts on a post-split basis. The options granted to Northstrive Companies Inc., an entity wholly owned by Mr. Lichti, on June 1, 2026 were partial consideration for consultant services provided to the Issuer through Northstrive Companies Inc. Such options are reported in Mr. Lichti's Form 4 filed with the SEC on June 2, 2026.
Rows 8, 10, and 11: Includes (i) 2 shares of common stock, par value $0.0001 per share ("Common Stock") underlying options previously granted to Mr. Lichti, held by Northstrive Companies Inc., a company wholly owned by Mr. Lichti, (ii) 2 shares of Common Stock underlying warrants previously issued to Mr. Lichti and held by BWL Investments Ltd, an entity owned by Mr. Lichti, (iii) 32 shares of Common Stock held by Northstrive Companies Inc., and (iv) 450,277 shares of Common Stock underlying options granted to Northstrive Companies Inc. on June 1, 2026.
Row 13: Calculated based on 5,631,282 shares of Common Stock of the Issuer issued and outstanding on June 1, 2026.
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Northstrive Companies Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
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
CALIFORNIA
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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
450,311.00 | ||||||||
| 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)
7.40 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Braeden Lichti is, as of the date of this Schedule 13D, the Chief Executive Officer and sole owner of Northstrive Companies Inc.
Row 4: Mr. Lichti used personal funds for consideration of Common Stock previously reported in the Schedule 13D, which Common Stock were previously held by other entities of Mr. Lichti, and were later assigned to Northstrive Companies Inc. The Issuer underwent multiple reverse stock splits since the filing of the Schedule 13D, and the beneficially owned amounts of shares reported in this Amendment No. 2 reflect amounts on a post-split basis. The options granted to Northstrive Companies Inc. on June 1, 2026 were partial consideration for consultant services provided to the Issuer through Northstrive Companies Inc. Such options are reported in Mr. Lichti's Form 4 filed with the SEC on June 2, 2026.
Rows 8, 10, and 11: Includes (i) 2 shares of Common Stock underlying options previously granted to Mr. Lichti, held by Northstrive Companies Inc., a company wholly owned by Mr. Lichti, (ii) 2 shares of Common Stock underlying warrants previously issued to Mr. Lichti and held by BWL Investments Ltd, an entity owned by Mr. Lichti, (iii) (iii) 32 shares of Common Stock held by Northstrive Companies Inc., and (iv) 450,277 shares of Common Stock underlying options granted to Northstrive Companies Inc. on June 1, 2026.
Row 13: Calculated based on 5,631,282 shares of Common Stock of the Issuer issued and outstanding on June 1, 2026.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.0001 par value per share | |
| (b) | Name of Issuer:
PMGC Holdings Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
120 Newport Center Drive, Newport Beach,
CALIFORNIA
, 92660. | |
Item 1 Comment:
This Amendment No. 1 relates to the Common Stock of the Issuer and amends the Schedule 13D. The principal executive offices of the Issuer are located at 120 Newport Center Drive, Newport Beach, CA 92660. | ||
| Item 2. | Identity and Background | |
| (a) | This Amendment No. 1 is filed jointly by Braeden Lichti and Northstrive Companies Inc. Mr. Lichti is the Chief Executive Officer and sole owner of Northstrive Companies Inc. | |
| (b) | The address of each of the Reporting Persons is 120 Newport Center Drive, Newport Beach, CA 92660. | |
| (c) | Northstrive Companies Inc. is principally engaged in the business of investment management and advisory services. Mr. Lichti is principally engaged as the Chief Executive Officer of Northstrive Companies Inc. | |
| (d) | Mr. Lichti has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). | |
| (e) | None of the Reporting Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | Northstrive Companies Inc. is a California corporation. Mr. Lichti is a citizen of Canada. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Mr. Lichti used personal funds for consideration of Common Stock previously reported in the Schedule 13D, which Common Stock were previously held by other entities of Mr. Lichti, and were later assigned to Northstrive Companies Inc. The options granted to Northstrive Companies Inc. on June 1, 2026 were partial consideration for consultant services provided to the Issuer through Northstrive Companies Inc. Such options are reported in Mr. Lichti's Form 4 filed with the SEC on June 2, 2026. | ||
| Item 4. | Purpose of Transaction | |
Since the filing of the Reporting Persons' Schedule 13D with the SEC on March 28, 2025, the Common Stock reported therein were assigned from Mr. Lichti's entities to Northstrive Companies Inc. The Issuer underwent multiple reverse stock splits since the filing of the Schedule 13D, and the beneficially owned amounts of Common Stock reported in this Amendment No. 1 reflects shares on a post-split basis. On June 1, 2026 the Issuer granted to Northstrive Companies options reported herein, pursuant to the Issuer's 2025 Equity Incentive Plan, as amended, and as parital consideration for consultant services provided to the Issuer through Northstrive Companies Inc. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | See the information contained on the cover page of this Amendment No. 1, which is incorporated herein by reference. | |
| (b) | Sole power to vote or to direct the vote:
Braeden Lichti: 0 shares
Northstrive Companies Inc.: 0 shares
Shared power to vote or to direct the vote:
Braeden Lichti: 450,281 shares
Northstrive Companies Inc.: 450,279 shares
Sole power to dispose or to direct the disposition of:
Braeden Lichti: 0 shares
Northstrive Companies Inc.: 0 shares
Shared power to dispose or to direct the disposition:
Braeden Lichti: 450,281 shares
Northstrive Companies Inc.: 450,279 shares | |
| (c) | The information set forth in Item 3 above is incorporated herein by reference. | |
| (d) | Not applicable. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information in Items 3 and 4 is incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Joint Filing Agreement between Braeden Lichti and Northstrive Companies Inc., filed herein as Exhibit A. | ||
| 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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ATTACHMENTS / EXHIBITS
JOINT FILING AGREEMENT BETWEEN BRAEDEN LICHTI AND NORTHSTRIVE COMPANIES INC