SEC Comment Letter 0000000000-23-007559 to PMGC Holdings Inc. (ELAB)
PMGC Holdings Inc.
Date: July 14, 2023 · CIK: 0001840563 · Accession: 0000000000-23-007559
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United States securities and exchange commission logo July 14, 2023 Jordan Plews, Ph. D. Chief Executive Officer Elevai Labs Inc. 120 Newport Center Drive, Ste. 250 Newport Beach, CA 92660 Re:Elevai Labs Inc. Amendment No. 1 to Draft Registration Statement on Form S-1 Submitted June 14, 2023 CIK No. 0001840563 Dear Jordan Plews: We have reviewed your amended draft registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement on EDGAR. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing the information you provide in response to these comments and your amended draft registration statement or filed registration statement, we may have additional comments. Amendment No. 1 to Draft Registration Statement on Form S-1 Prospectus Summary The Company, page 2 1.We note your response to prior comment 5 and the addition of the Glossary. Please briefly explain the terms “exosome” and “hUMSC” at first use on page 2. Channel Expansion..., page 8 2.We note your response to prior comment 12. However, we do not note any revised disclosure specifying the planned timing for prospective expansions relating to your production capacity and laboratory space. Please revise or advise.
FirstName LastNameJordan Plews, Ph. D. Comapany NameElevai Labs Inc. July 14, 2023 Page 2 FirstName LastName Jordan Plews, Ph. D. Elevai Labs Inc. July 14, 2023 Page 2 Business Manufacturing, page 76 3.We note your response to prior comment 20. We also note that you continue to assert that you utilize "superior" hUMSCs on page 62 and that you source "high quality" hUMSCs on page 78. Please provide your basis for these statements or remove them, as contemplated in your response. Exhibits 4.Please file the distribution agreements with Refine USA, LLC and DermapenWorld Inc. as exhibits to your registration statement or tell us your basis for not filing them. Refer to Item 601(b)(10) of Regulation S-K for guidance. You may contact Tracie Mariner at 202-551-3744 or Daniel Gordon at 202-551-3486 if you have questions regarding comments on the financial statements and related matters. Please contact Tyler Howes at 202-551-3370 or Joe McCann at 202-551-6262 with any other questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Tim Dockery, Esq.
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United States securities and exchange commission logo
July 14, 2023
Jordan Plews, Ph. D.
Chief Executive Officer
Elevai Labs Inc.
120 Newport Center Drive, Ste. 250
Newport Beach, CA 92660
Re:Elevai Labs Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted June 14, 2023
CIK No. 0001840563
Dear Jordan Plews:
We have reviewed your amended draft registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1
Prospectus Summary
The Company, page 2
1.We note your response to prior comment 5 and the addition of the Glossary. Please briefly
explain the terms “exosome” and “hUMSC” at first use on page 2.
Channel Expansion..., page 8
2.We note your response to prior comment 12. However, we do not note any revised
disclosure specifying the planned timing for prospective expansions relating to your
production capacity and laboratory space. Please revise or advise.
FirstName LastNameJordan Plews, Ph. D.
Comapany NameElevai Labs Inc.
July 14, 2023 Page 2
FirstName LastName
Jordan Plews, Ph. D.
Elevai Labs Inc.
July 14, 2023
Page 2
Business
Manufacturing, page 76
3.We note your response to prior comment 20. We also note that you continue to assert that
you utilize "superior" hUMSCs on page 62 and that you source "high quality" hUMSCs
on page 78. Please provide your basis for these statements or remove them, as
contemplated in your response.
Exhibits
4.Please file the distribution agreements with Refine USA, LLC and DermapenWorld Inc.
as exhibits to your registration statement or tell us your basis for not filing them. Refer to
Item 601(b)(10) of Regulation S-K for guidance.
You may contact Tracie Mariner at 202-551-3744 or Daniel Gordon at 202-551-3486 if
you have questions regarding comments on the financial statements and related matters. Please
contact Tyler Howes at 202-551-3370 or Joe McCann at 202-551-6262 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Tim Dockery, Esq.