PMGC Holdings Inc. (Nasdaq: ELAB) announced on September 18, 2026, that it has entered into a fully executed, interest-bearing payment agreement with Longevity Health Holdings, Inc. (formerly known as Carmell Corporation). The agreement secures royalty payments owed to PMGC and its wholly owned subsidiary, NorthStrive Biosciences Inc., following the sale of the company’s Elevai Skincare business in January 2025.
The asset purchase agreement governing the divestiture, dated December 31, 2024, included a five-year earnout structure requiring Longevity to pay a 5% royalty on net sales. Under the new Payment Agreement, Longevity has acknowledged an obligation to pay a 2025 royalty of $94,937. This amount is subject to interest accruing at the Wall Street Journal Prime Rate plus 1.00% per annum from the original April 2026 due date until paid in full.
The agreement establishes a structured payment plan requiring Longevity to make monthly installments of $10,000, beginning October 15, 2026. All payments are due no later than August 28, 2031. The agreement provides full forward coverage, meaning every future royalty and earnout payment becomes part of the payment plan on the same interest-bearing terms.
Key terms of the agreement include:
- Unconditional Obligations: Longevity’s payment obligations are absolute and unconditional, without setoff or counterclaim. Longevity is liable as a primary obligor jointly and severally with the buyer of the Elevai Skincare business.
- Mandatory Prepayments: Longevity must make mandatory prepayments equal to 15% of net cash proceeds from qualifying capital raises exceeding $350,000, asset sales outside the ordinary course of business, and settlements or insurance recoveries.
- Transparency: Longevity is required to provide annual net sales statements within five business days of filing its Annual Report on Form 10-K and grants PMGC annual audit rights.
The Payment Agreement converts the earnout consideration into visible, recurring, interest-bearing cash flow that is non-dilutive to PMGC shareholders. The agreement also includes acceleration and cost recovery rights upon payment default or insolvency.
