Elevai Labs Inc. Enters Into Warrant Inducement Agreement

Elevai Labs Inc. (NASDAQ: ELAB) entered into a significant warrant inducement agreement on January 27, 2025, as per a recent 8-K SEC filing. The agreement, initiated by PMGC Holdings Inc., involves warrant holders and revolves around the Company’s common stock purchase warrants. These Existing Warrants, initially priced at $11.20 per share, will now be exercised at a reduced price of $2.00 per share as agreed upon by the parties.

Additionally, Elevai Labs agreed to issue unregistered New Warrants at $2.75 per share, entitling holders to purchase 969,386 shares of Common Stock collectively. The anticipated closure date for these transactions is January 28, 2025, with expected proceeds of approximately $1,938,772 before deducting expenses.

The New Warrants feature an exercise price of $2.75 per share, becoming exercisable following the Shareholder Approval Date. The agreement specifies that shareholders must approve the issuance of all Warrant Shares. Other terms, including adjustments in case of stock events and Fundamental Transaction scenarios, were clearly outlined in the agreement.

It’s noteworthy that the New Warrants remain unregistered under the Securities Act of 1933. However, Elevai Labs committed to filing a registration statement within 30 days with the SEC for shares underlying the New Warrants, aiming for effectiveness within 120 days. The Company also undertook specific covenants related to shareholder meetings and refrained from certain financial actions for a designated period, as delineated in the agreement.

Univest Securities, LLC acted as the exclusive warrant inducement agent and financial advisor for these transactions. The company agreed to a cash fee of 7.0% of the gross proceeds from the Existing Warrants exercises and to cover expenses incurred in connection with the agreement.

The disclosure further notes that the unregistered New Warrants fall under an exemption from registration under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D. Detailed forms of the Warrant Inducement Agreement and the New Warrant Agreement are available in the SEC filing as Exhibits 10.1 and 4.1, respectively.

For further details on this transaction, interested parties are encouraged to refer to the complete text of the Warrant Inducement Agreement and New Warrant Agreement attached to the Current Report on Form 8-K filed with the SEC on January 27, 2025.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Elevai Labs’s 8K filing here.

About Elevai Labs

Elevai Labs, Inc, a skincare development company, designs, manufactures, and markets skincare products. Its products include Empower and Enfinity post-skincare procedure care serums for the face, neck, and upper chest regions. The company was formerly known as Reactive Medical Labs Inc and changed its name to Elevai Labs, Inc in December 2021.