ELAB PMGC Holdings Inc

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________

Amendment No. 2
to
Schedule TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934

_______________________________

ELEVAI LABS INC.
(Name of Subject Company (Issuer) and Filing Person(Offeror))

_______________________________

Common Stock
(Title of Class of Securities)

28622K104
(CUSIP Numbers of Class of Securities)

_______________________________

Graydon Bensler
Chief Executive Officer
Elevai Labs Inc.
120 Newport Center Drive
Newport Beach, CA 92660
(866) 794-4940
(Name, address and phone number of person authorized to
receive notices and communications on behalf of filing person)

_______________________________

With copies to:
Ross D. Carmel, Esq.
Matthew Siracusa, Esq.
Sichenzia Ross Ference Carmel LLP
1185 Avenue of the Americas, 31st Floor
New York, NY 10036
Telephone: (212) 930-9700
Facsimile: (212) 930-9725

_______________________________

INTRODUCTORY STATEMENT

This Amendment No. 2 (“Amendment No. 1”) amends and supplements the Issuer Tender Offer Statement on Schedule TO (the “Schedule TO”) originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 4, 2024 by Elevai Labs Inc., a Delaware corporation (the “Company), and relates to an offer by the Company to exchange up to 15,000,000 of the currently issued and outstanding shares of its outstanding common stock, par value $0.0001 per share (the “Common Stock”), for its newly issued Series B Preferred Stock (“Series B Preferred Stock”), with each share of Common Stock being exchangeable in this offer (“Offer”) for one share of Series B Preferred Stock, upon the terms and subject to the conditions set forth in the Amended and Restated Offer to Exchange, dated November 4, 2024 (the “Offer to Exchange”) and the related Amended and Restated Letter of Transmittal (the “Letter of Transmittal”) and Notice of Guaranteed Delivery. The Offer was scheduled to expire at 12:00 a.m. (Eastern time) November 27, 2024, unless extended or terminated.

This Amendment No. 2 to Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) and Rule 13e-4(c)(3) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Items 1 through 11.

Items 1 through 11 of the Schedule TO, to the extent they incorporate by reference information contained in the Offer to Exchange, are hereby amended as follows:

Withdrawal of Tender Offer

On November 22, 2024, the Company announced that it had withdrawn the Offer as a result of notice from the Depositary Trust Company (“DTC”) that due to logistical issues, DTC would not be able to accept the tenders of Common Stock. The Company had intended to complete the Offer prior to a planned reverse stock split; however, unforeseen circumstances, including amending the offering materials in response to Securities and Exchange Commission (“SEC”) comments, caused delays. As a result, the Company has withdrawn the Offer to prioritize regaining compliance with Nasdaq’s listing requirements.

The Company’s obligation to exchange shares pursuant to the Offer was subject to a condition that specified the Series B Preferred Stock shall be eligible for deposit with the DTC. As shares of Common Stock tendered could not be accepted by the DTC and exchanged for Series B Preferred Stock, the Offer could not be settled.

The Company will access whether to commence a new exchange offer, though there can be no assurance that the Company will proceed with a new exchange offer or as to the terms thereof. As a result of this withdrawal, no shares will be exchanged in the Offer, and all shares previously tendered and not withdrawn will be promptly returned to tendering holders.

A copy of the press release issued by the Company on November 22, 2024 announcing the withdrawal of the Offer is attached hereto as Exhibit (a)(5)(C) and is incorporated herein by reference.

Item 12.     Exhibits.

Exhibit (a)(5)(C)

Elevai Labs Inc. Announces Withdrawal of Offer to Exchange and Plans to Reassess

NEWPORT BEACH, Calif., November 22, 2024 (GLOBE NEWSWIRE) — Elevai Labs, Inc. (NASDAQ: ELAB) (“Elevai” or the “Company”), a leader in medical aesthetics, announced today that it is has withdrawn the previously announced offer (the “Offer”) to holders of the Company’s outstanding Common Stock (the “Common Stock”), to exchange up to 15,000,000 shares of Common Stock for up to 15,000,000 shares of the Company’s newly issued Series B Preferred Stock (“Series B Preferred Stock”), as a result of notice from the Depositary Trust Company (“DTC”) that due to logistical issues, DTC would not be able to accept the tenders of Common Stock. As a result of this withdrawal, no shares will be exchanged in the Offer and all shares previously tendered and not withdrawn will be promptly returned to tendering holders. The Company had intended to complete the Offer prior to a planned reverse stock split; however, unforeseen circumstances, including amending the offering materials in response to Securities and Exchange Commission (“SEC”) comments, caused delays. As a result, the Company has withdrawn the Offer to prioritize regaining compliance with Nasdaq’s listing requirements.

The Company’s obligation to exchange shares pursuant to the Offer was subject to a condition that specified the Series B Preferred Stock shall be eligible for deposit with the DTC. As shares of Common Stock tendered could not be accepted by the DTC and exchanged for Series B Preferred Stock, the Offer could not be settled.

The Company will access whether to commence a new exchange offer, though there can be no assurance that the Company will proceed with a new exchange offer or as to the terms thereof.

About Elevai Labs, Inc.

Elevai Labs Inc. (NASDAQ: ELAB) specializes in medical aesthetics and biopharmaceutical drug development, focusing on innovations for skin aesthetics and treatments tied to obesity and metabolic health. The Company operates a diverse portfolio of three wholly owned subsidiaries across the medical aesthetics and biopharmaceutical sectors, Elevai Skincare Inc., Elevai Biosciences Inc., and Elevai Research Inc. For more information please visit www.elevailabs.com.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “believes,” “plans,” “anticipates,” “projects,” “estimates,” “expects,” “intends,” “strategy,” “future,” “opportunity,” “may,” “will,” “should,” “could,” “potential,” or similar expressions. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update any of them publicly in light of new information or future events. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors. More information, including potential risk factors, that could affect the Company’s business and financial results are included in the Company’s filings with the U.S. Securities and Exchange Commission, including, but not limited to, the Company’s Forms 10-K, 10-Q and 8-K. All filings are available at www.sec.gov.

IR Contact:

IR@ElevaiLabs.com