PMGC Holdings Inc. filed a Form 8-K on November 2, 2026, disclosing that on October 30, 2026, it entered into a Subscription Agreement to purchase US$1,845,000 in secured debentures issued by Nuclea Energy Canada Inc. in connection with the proposed acquisition of assets from Moltex Energy Limited.

Key Highlights

  • Subscription amount: The company agreed to purchase US$1,845,000 aggregate principal amount of secured debentures of Nuclea Energy Canada Inc., priced at US$1,000 per debenture.
  • Total offering size: The debenture offering by Nuclea Canada is for up to US$9,000,000 aggregate principal amount, with the company expected to hold approximately 20.5% of the debentures if the full amount is issued.
  • No interest, no conversion: According to the filing, the debentures do not bear interest and are not convertible into equity securities of Nuclea Canada, its parent, or NSAI.
  • Finance fee: The company will receive a US$45,000 finance fee, structured as an original issue discount withheld from the subscription price at closing.
  • Escrow and conditions: Subscription proceeds will be held in escrow by OceanFirst Bank N.A. and released only upon satisfaction or waiver of conditions to the Moltex Acquisition, with a 60-day outside deadline.
  • Related party transaction: The filing discloses the subscription is a related party transaction because the company is the managing member of the sponsor of NSAI, which has a business combination agreement with Nuclea Energy Inc., the parent of Nuclea Canada.
  • Maturity: The debentures mature on the earliest of three months from issuance, five business days after termination of the business combination agreement, consummation of certain transactions, or an event of default.

PMGC Holdings Enters Secured Debenture Agreement Tied to Moltex Asset Purchase

According to the filing, PMGC Holdings Inc. (NASDAQ:ELAB), a Nevada corporation headquartered in Newport Beach, California, entered into a Subscription Agreement on October 30, 2026, with Nuclea Energy Canada Inc., a British Columbia corporation, to subscribe for US$1,845,000 in secured debentures as part of an offering of up to US$9,000,000. The debentures are issuable in increments of US$1,000 at US$1,000 per debenture. The closing of the offering is expected to occur on or before November 30, 2026, and the transaction is governed by the laws of the Province of Ontario.

The filing discloses that the debenture offering is being conducted in connection with Nuclea Canada's planned acquisition of all assets of Moltex Energy Limited (In Administration). The company's obligation to complete its subscription is conditional on, among other things, the business combination agreement between NSAI and Nuclea Energy Inc. having been executed, delivered, and remaining in full force and effect, as well as the Moltex asset purchase agreement remaining in full force and effect at the closing of the offering. The filing states that Nuclea Canada has agreed to use proceeds solely to fund the Moltex Acquisition and to reimburse the company's legal fees and expenses up to US$15,000.

The debentures will be secured, from and after completion of the Moltex Acquisition, by a general security agreement over Nuclea Canada's present and after-acquired personal property, a general security agreement over Moltex Energy Canada Inc.'s property, and a pledge of shares of Moltex Energy Canada Inc. The debentures rank senior to all other indebtedness of Nuclea Canada, other than certain permitted secured debt including up to US$5,000,000 of bank indebtedness. The filing also notes that waivers, amendments, and certain consents require holders of more than 66 2/3% of outstanding principal amount. The filing contains forward-looking statements, which the company states are subject to its cautionary language and known and unknown risks and uncertainties.

What Was Disclosed

PMGC Holdings Inc. disclosed via an 8-K filed November 2, 2026, covering an October 30, 2026, event, that it entered a Subscription Agreement to purchase US$1,845,000 in zero-interest, non-convertible secured debentures of Nuclea Energy Canada Inc., earning a US$45,000 finance fee, with proceeds escrowed pending completion of the Moltex asset acquisition.