Form SCHEDULE 13D PMGC Holdings Inc. Filed by: Bensler Graydon
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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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
Graydon Bensler | ||||||||
| 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
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
450,287.00 | ||||||||
| 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: GB Capital Ltd. used working capital for consideration of common stock held in the Issuer prior to the filing of this Schedule 13D. The Issuer has undergone multiple reverse stock splits, and the Common Stock beneficially owned and reported in this Schedule 13D reflects amounts on a post-split basis. The options granted to GB Capital Ltd., an entity wholly owned by Mr. Bensler, on June 1, 2026 were partial consideration for consultant services provided to the Issuer through GB Capital Ltd. Such options are reported in Mr. Bensler's Form 4 filed with the SEC on June 3, 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. Bensler, held by GB Capital Ltd., a company wholly owned by Mr. Bensler, (ii) 8 shares of Common Stock held by GB Capital Ltd., and (iii) 450,277 shares of Common Stock underlying options granted to GB Capital Ltd. 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
GB Capital Ltd. | ||||||||
| 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
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
450,287.00 | ||||||||
| 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:
Graydon Bensler is, as of the date of this Schedule 13D, the Director and sole owner of GB Capital Ltd.
Row 4: GB Capital Ltd. used working capital for consideration of common stock held in the Issuer prior to the filing of this Schedule 13D. The Issuer has undergone multiple reverse stock splits, and the Common Stock beneficially owned and reported in this Schedule 13D reflects amounts on a post-split basis. The options granted to GB Capital Ltd., an entity wholly owned by Mr. Bensler, on June 1, 2026 were partial consideration for consultant services provided to the Issuer through GB Capital Ltd. Such options are reported in Mr. Bensler's Form 4 filed with the SEC on June 3, 2026.
Rows 8, 10, and 11: Includes (i) 2 shares of Common Stock underlying options previously granted to Mr. Bensler, held by GB Capital Ltd., a company wholly owned by Mr. Bensler, (ii) 8 shares of Common Stock held by GB Capital Ltd., and (iii) 450,277 shares of Common Stock underlying options granted to GB Capital Ltd. 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 2. | Identity and Background |
| (a) | This Schedule 13D is filed jointly by Graydon Bensler and GB Capital Ltd. Mr. Bensler is the Director and sole owner of GB Capital Ltd. |
| (b) | The business address of Graydon Bensler is 120 Newport Center Drive, Newport Beach, CA 92660. The address of GB Capital Ltd. is 675 West Hastings Street, Vancouver, BC V6B1N2 Canada. |
| (c) | GB Capital Ltd. is principally engaged in the business of investment management and advisory services. Mr. Bensler is principally engaged as the Director of GB Capital Ltd. |
| (d) | Mr. Bensler 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) | GB Capital Ltd. is a British Columbia, Canada corporation. Mr. Bensler is a citizen of Canada. |
| Item 3. | Source and Amount of Funds or Other Consideration |
GB Capital Ltd. used working capital for consideration of Common Stock held prior to the issuance of option grants to GB Capital Ltd. on June 1, 2026. The options granted to GB Capital Ltd. on June 1, 2026 were partial consideration for consultant services provided to the Issuer through GB Capital Ltd. Such options are reported in Mr. Bensler's Form 4 filed with the U.S. Securities and Exchange Commission on June 3, 2026. | |
| Item 4. | Purpose of Transaction |
On June 1, 2026 the Issuer granted to GB Capital Ltd. options reported herein, pursuant to the Issuer's 2025 Equity Incentive Plan, as amended, and as partial consideration for consultant services provided to the Issuer through GB Capital Ltd. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | See the information contained on the cover page of this Schedule 13D, which is incorporated herein by reference. |
| (b) | Sole power to vote or to direct the vote:
Graydon Bensler: 0 shares
GB Capital Ltd.: 0 shares
Shared power to vote or to direct the vote:
Graydon Bensler: 450,287 shares
GB Capital Ltd.: 450,287 shares
Sole power to dispose or to direct the disposition of:
Graydon Bensler: 0 shares
GB Capital Ltd.: 0 shares
Shared power to dispose or to direct the disposition:
Graydon Bensler: 450,287 shares
GB Capital Ltd.: 450,287 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 Graydon Bensler and GB Capital Ltd., 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 GRAYDON BENSLER AND GB CAPITAL LTD