Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
PMGC Holdings Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
73017P201 (CUSIP Number) |
Ross D. Carmel, Esq. Sichenzia Ross Ference Carmel LLP, 1185 Avenue of the Americas, 31st Floor New York, NY, 10036 (212) 658-0458 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
09/24/2024 (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
|
| CUSIP No. | 73017P201 |
| 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)
AF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CANADA (FEDERAL LEVEL)
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,733.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.19 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Consists of (i) 1,362 shares of common stock of PMGC Holdings Inc. (the "Common Stock") held by BWL Investments Ltd., a company solely owned and controlled by Mr. Lichti, (ii) 592 shares of Common Stock held by BWL Holdings Ltd., a company solely owned and controlled by Mr. Lichti, (iii) 592 shares of Common Stock held by NorthStrive Fund II LP., a company solely owned and controlled by Mr. Lichti, (iv) 143 shares of Common Stock issuable upon exercise of stock options held by Braeden Lichti, (v) 44 shares of Common Stock issuable upon exercise of a warrant held by BWL Investments Ltd., a company solely owned and controlled by Mr. Lichti. The reported ownership of Common Stock reflects the automatic adjustment of Mr. Lichti's holdings due to a 1-for-200 reverse stock split of the Issuer's Common Stock, effective November 27, 2024, and a 1-for-7 reverse stock split of the Issuer's Common Stock, effective March 10, 2025. Mr. Lichti owns 0.19% of 1,403,734 shares of the Issuer's Common Stock issued and outstanding as of March 26, 2025.
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities
:
Common Stock, par value $0.0001 per share |
| (b) | Name of Issuer:
PMGC Holdings Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
120 Newport Center Drive, Ste. 249, Newport Beach,
CALIFORNIA
, 92660. |
| Item 2. | Identity and Background |
| (a) | Braeden Lichti (the "Reporting Person" or "Mr. Lichti") |
| (b) | c/o PMGC Holdings Inc., 120 Newport Center Drive, Ste. 249, Newport Beach, CA |
| (c) | The principal occupation of the Reporting Person is Chief Executive Officer of BWL Investments Ltd and NorthStrive Companies Inc., located at 620 Newport Center Drive Suite 1100, Newport Beach, California, 92660.Mr. Lichti serves as Chairman of the Board of Directors of PMGC Holdings Inc. and as Chairman of the Board of Directors of Hydromer, Inc., located at 4715 Corporate Dr NW Suite 200, Concord, NC 28027. These positions are held through a management consulting agreement with his company, NorthStrive Companies Inc.Mr. Lichti is also a non-employee director of Qualigen Therapeutics, Inc. located at 5857 Owens Avenue, Suite 300, Carlsbad, California 92008. |
| (d) | No. |
| (e) | No. |
| (f) | Canada. |
| Item 3. | Source and Amount of Funds or Other Consideration |
Not applicable. | |
| Item 4. | Purpose of Transaction |
The purpose of this filing is to report that the Mr. Lichti's ownership in the Issuer has been diluted below 5% due to the issuance of additional shares by the issuer. The reporting person did not acquire or dispose of any securities, and the reduction in ownership is purely a result of dilution, not due to any voluntary action on the part of the reporting person. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Mr. Lichti owns an aggregate of 2,733 shares of Common Stock of the Issuer as follows:(i) 1,362 shares of Common Stock of PMGC Holdings Inc. held by BWL Investments Ltd., a company solely owned and controlled by Braeden Lichti;(ii) 592 shares of Common Stock held by BWL Holdings Ltd., a company solely owned and controlled by Braeden Lichti;(iii) 592 shares of Common Stock held by NorthStrive Fund II LP., a company solely owned and controlled by Braeden Lichti;(iv) 143 shares of Common Stock issuable upon exercise of stock options held by Braeden Lichti; and(v) 44 shares of Common Stock issuable upon exercise of a warrant held by BWL Investments Ltd., a company solely owned and controlled by Braeden Lichti.Mr. Lichti owns 0.19% of the Issuer's 1,403,734 issued and outstanding Common Stock as of March 26, 2025. |
| (b) | Mr. Lichti has the sole power to vote and to dispose of the total amount of shares of Common Stock held by Mr. Lichti and the legal entities, owned and controlled by Mr. Lichti as described in Item 5(a) above. |
| (c) | See Item 3 above. |
| (d) | Not applicable. |
| (e) | On September 24, 2024, Mr. Lichti ceased to be a beneficial owner of more than five percent of the Issuer's Common Stock. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
See Item 3 above. | |
| Item 7. | Material to be Filed as Exhibits. |
Not applicable. |
| 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.
|
|
|