ELAB Elevai Labs Inc

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________

Amendment No. 1
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. 1 (“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 to Exchange and the Letter of Transmittal are incorporated herein by reference to the extent provided herein. You should read this Amendment No. 1 together with the Schedule TO, the Offer to Exchange, the Letter of Transmittal, the Notice of Guaranteed Delivery and the exhibits filed hereto.

This Amendment No. 1 and the originally filed Schedule TO are 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 9, and Item 11.

This Schedule TO relates to the offer by the Company, pursuant to Rule 13(e)(4) under the Securities Exchange Act of 1934, as amended to allow holders of shares of its outstanding Common Stock the opportunity to exchange shares of Common Stock held by each such holder for its newly issued Series B Preferred Stock, with each share of Common Stock being exchangeable in this Offer for one share of Series B Preferred Stock. A stockholder who desires to tender Common Stock in this Offer must tender all of such stockholder’s Common Stock.

The Offer will be upon the terms and subject to the conditions set forth in the Offer to Exchange and the related Offer materials (as amended and supplemented from time to time, the “Offering Documents”).

This Schedule TO is intended to satisfy the disclosure requirements of Rule 13(e)(4) under the Exchange Act.

The information set forth in the Offer to Exchange, and in the related Offering Documents, copies of which are attached hereto as Exhibits, are hereby expressly incorporated herein by reference in response to all of the items of this Schedule TO, except those items as to which information is specifically provided herein.

Item 10.     Financial Statements.

(a)     Financial Information.    The audited financial statements of the Company for the fiscal years ended December 31, 2023 and December 31, 2022 are incorporated herein by reference to the Company’s Annual Report on Form 10-K, as filed with the SEC on March 29, 2024. The unaudited financial statements of the Company at June 30, 2024 are incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q, as filed with the SEC on August 14, 2024. The information set forth in the sections of the Offer Exchange entitled “Financial Information” is incorporated herein by reference.

This document incorporates by reference important business and financial information about the Company from documents filed with the SEC that have not been included in this document. This information is available at the website that the SEC maintains at www.sec.gov, as well as from other sources (see the section of the Offer to Exchange entitled “Incorporation by Reference”).

(b)   Pro Forma Information.    Not applicable.

Exhibit (a)(1)(C)

Amended and Restated Offer to Exchange

ELEVAI LABS INC.

Offer to Exchange Common Stock for Series B Preferred Stock

THIS OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT ONE MINUTE FOLLOWING 11:59 P.M. (12:00 MIDNIGHT), EASTERN STANDARD TIME, ON NOVEMBER 27, 2024, UNLESS EXTENDED OR EARLIER TERMINATED (THE “EXPIRATION DATE”).

Elevai Labs Inc. (“we”, “us”, the “Company” or “ELAB”) is offering 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 the Offer for one share of Series B Preferred Stock (the “Offer”). A stockholder who desires to tender Common Stock in the Offer must tender all of such stockholder’s Common Stock. The Offer will be upon the terms and subject to the conditions set forth in this Offer to Exchange (as amended and supplemented from time to time, this “Offer to Exchange”) and the related Offer materials (as amended and supplemented from time to time, the “Offer Documents”).

The Class B Preferred Stock will not be listed on any exchange, unlike the Common Stock, which is listed on The Nasdaq Capital Market (the “Nasdaq”). Each share of Series B Preferred Stock entitles its holder to one vote on all matters to be voted on by the stockholders of ELAB, the same as each share of Common Stock. Each share of Series B Preferred Stock has the same rights to dividends and distributions as a share of Common Stock. No stock split of any class of capital stock, including Common Stock, other than the Series B Preferred Stock shall effectuate a change in the number of issued and outstanding Series B Preferred Stock at the time of the such other stock split.

Each share of Series B Preferred Stock shall be convertible, at any time after one year from the date of issuance, at the option of the holder thereof, subject to the terms of the Company’s option to convert the shares, into one share of Common Stock.

On and after the date on which (i) the Company receives at least $2.5 million in revenues in any single financial quarter or $10.0 million in annual revenue, (ii) the Company completes any material acquisition of an operating company or asset, or (iii) the Company effectuates a corporate spin-off which results in the creation of a new public company (each of such events, a “Required Conversion Event”), the Company has the right, but not the obligation, to require and cause 100% of the number of outstanding shares of Series B Preferred Stock held by each holder of Series B Preferred Stock to be converted into shares of Common Stock such that each share of Series B Preferred Stock is converted into one share of Common Stock, without the approval of any holder of Series B Preferred Stock (such conversion event, the “Required Conversion”). Shareholders should be aware of the possibility of Required Conversion and carefully review the terms of the Series B Preferred Stock in the Certificate of Designation filed as Exhibit (d) of the Schedule TO prior to deciding whether or not to participate in the Offer.

Please see the section entitled “Material Differences Between Common Stock and Series B Preferred Stock,” for a more complete description of the differences between the Common Stock and the Series B Preferred Stock.

On October 3, 2024, the last reported sales price of our Common Stock on the Nasdaq prior to the announcement of the Offer was $0.132 per share. As of October 3, 2024, we had 49,376,039 shares of Common Stock outstanding.

The Offer is subject to the conditions discussed under “The Offer — Conditions to the Completion of the Offer”.

The Offer Documents contain important information. You are encouraged to read the Offer Documents, and the documents we incorporate by reference herein, in their entirety before making any decision regarding the Offer.

Investing in the Series B Preferred Stock involves a high degree of risk. Please see the section entitled “Risk Factors” of this Offer to Exchange for a discussion of information that you should consider before exchanging Common Stock in the Offer.

Our Board of Directors has approved the Offer; however, neither our Board of Directors nor any other person is making any recommendation as to whether you should exchange your shares of Common Stock for Series B Preferred Stock. Your participation in the Offer is voluntary.

The Offer commenced on October 4, 2024 (the date the materials relating to the Offer were first sent to the record holders of Common Stock) and will end on the Expiration Date. The Company is offering to exchange up to 15,000,000 of its currently issued and outstanding Common Stock. If more than 15,000,000 Common Shares are validly tendered and not properly withdrawn prior to the Expiration Date, the Company will exchange Series B Preferred Stock for Common Shares, subject to the terms of the Offer, of all shareholders on a pro-rata basis from all Common Stock tendered for exchange.

We are relying on Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”), to exempt the issuance of the Series B Preferred Stock in the Offer from the registration requirements of the Securities Act. We are also relying on Section 18(b)(4)(E) of the Securities Act to provide a pre-emption of the registration and qualification requirements of the state securities laws for the issuance of the Series B Preferred Stock in the Offer. We have no contract, arrangement or understanding relating to, and will not, directly or indirectly, pay any commission or other remuneration to any broker, dealer, salesperson, agent or any other person for soliciting tenders in the Offer. No broker, dealer, salesperson, agent or other person is engaged or authorized to express any statement, opinion, recommendation or judgment with respect to the relative merits and risks of the Offer.

NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE OFFER OR THE SERIES B PREFERRED STOCK OR DETERMINED IF THIS OFFER TO EXCHANGE IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Questions regarding the Offer, requests for assistance in tendering your Common Stock or requests for additional copies of this Offer to Exchange circular or the Letter of Transmittal should be directed to VStock Transfer, LLC, the Exchange Agent. Holders of Common Stock may also contact their brokers, dealers, commercial banks, trust companies or other nominees for assistance concerning the Offer.

The date of this Offer to Exchange is November 4, 2024.

Table of Contents

IMPORTANT NOTICE

Any holder desiring to tender shares of Common Stock in the Offer must follow the instructions set forth herein under “The Offer — Procedures for tendering shares of Common Stock in the Offer”.

All tenders of shares of Common Stock must be made before the Offer expires at one minute following 11:59 P.M. (12:00 midnight), New York City time, on November 27, 2024 (unless the Offer is extended).

Tendering stockholders will be obligated to pay brokerage fees or commissions, or fees and expenses of the Exchange Agent.

To validly tender Common Stock pursuant to the Offer, other than Common Stock registered in the name of a broker, dealer, commercial bank, trust company or other nominee, you must properly complete and duly execute the Letter of Transmittal and deliver it to us in accordance with the procedures described in this Offer to Exchange.

No fractional Series B Preferred Stock will be issued. Common Stock may only be exchanged for whole Series B Preferred Stock. In lieu of issuing fractional Series B Preferred Shares to which any holder of Common Shares would otherwise be entitled, we will round down the number of Series B Preferred Stock to which such holder is entitled, after aggregating all fractions, to the nearest whole number of Series B Preferred Stock.

WE HAVE NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON OUR BEHALF AS TO WHETHER YOU SHOULD TENDER OR REFRAIN FROM TENDERING YOUR SHARES OF COMMON STOCK IN THE OFFER. WE HAVE NOT AUTHORIZED ANY PERSON TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH THE OFFER OTHER THAN THOSE CONTAINED IN THIS OFFER TO EXCHANGE OR IN THE RELATED LETTER OF TRANSMITTAL. YOU SHOULD NOT RELY ON ANY RECOMMENDATION, OR ANY SUCH REPRESENTATION OR INFORMATION, AS HAVING BEEN AUTHORIZED BY US, ANY MEMBER OF OUR BOARD OF DIRECTORS, THE EXCHANGE AGENT OR THE INFORMATION AGENT.

We are making the Offer to all holders of outstanding shares of Common Stock, such Offer subject to applicable laws, including those of jurisdictions in which the Offer are made and subject to those laws which would render the Offer illegal. The delivery of this Offer to Exchange shall not under any circumstances create any implication that the information contained herein, or incorporated herein by reference, is correct as of any time subsequent to the date hereof or, in the case of information incorporated herein by reference, subsequent to the date thereof, or that there has been no change in the information set forth herein, or incorporated herein by reference, since the date hereof, or in the case of information incorporated herein by reference, since the date thereof.

This Offer to Exchange and the accompanying Letter of Transmittal contain important information which should be read carefully and in its entirety before any decision is made with respect to the Offer.

You should consult your own financial, tax, legal and other advisors and must make your own decision as to whether to tender your shares of Common Stock for exchange and, if so, the amount of shares of Common Stock to tender.

STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Offer to Exchange, including the documents that we incorporate by reference herein, contains “forward-looking statements.” Forward-looking statements reflect the current view about future events. When used in this Offer to Exchange, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan” or the negative of these terms and similar expressions, as they relate to us or our management, identify forward-looking statements. Such statements, include, but are not limited to, statements contained in this prospectus relating to our business strategy, our future operating results and liquidity and capital resources outlook. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward — looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. They are neither statements of historical fact nor guarantees of assurance of future performance. We caution you therefore against relying on any of these forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, without limitation:

•        Our ability to effectively operate our business segments;

•        Our ability to manage our research, development, expansion, growth and operating expenses;

•        Our ability to evaluate and measure our business, prospects and performance metrics;

•        Our ability to compete, directly and indirectly, and succeed in a highly competitive and evolving industry;

•        Our ability to respond and adapt to changes in technology and customer behavior;

•        Our ability to protect our intellectual property and to develop, maintain and enhance a strong brand; and

•        other factors (including the risks contained in the section of this prospectus entitled “Risk Factors”) relating to our industry, our operations and results of operations and the securities being offered hereby.

Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

You should consider these factors carefully in evaluating these forward-looking statements and are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of the Offer Documents. It is impossible for us to predict new events or circumstances that may arise in the future or how they may affect us, and we caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity and the development of the industry in which we operate may differ materially from these forward-looking statements. We undertake no obligation to update these forward-looking statements to reflect events or circumstances occurring after the date of the Offer Documents. In addition, these forward-looking statements provide ELAB’s expectations, plans or forecasts of future events and views as of the date of the Offer Documents. ELAB anticipates that subsequent events and developments will cause ELAB’s assessments to change. These forward-looking statements should not be relied upon as representing ELAB’s assessments as of any date subsequent to the date of the Offer Documents.

Refer to the section titled “Risk Factors” in this Offer to Exchange, to any other risk factors set forth in any information incorporated by reference into this Offer to Exchange to better understand the risks and uncertainties inherent in our business and underlying these forward-looking statements, as well as any other risk factors and cautionary statements described in the documents we file from time to time with the SEC, including those discussed in our Annual Report on Form 10-K under the headings “Risk Factors”, “Legal Proceedings”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and otherwise identified or discussed in our Annual Report on Form 10-K, and our Quarterly Reports on Form 10-Q under the headings “Risk Factors,” “Legal Proceedings,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and otherwise identified or discussed in our Quarterly Reports on Form 10-Q, which are incorporated by reference into this Offer to Exchange.

SUMMARY TERMS OF OFFER TO EXCHANGE

•        Subject to the terms and conditions contained in this Offer to Exchange, we are offering to stockholders the opportunity to exchange shares of Common Stock held by such holder for Series B Preferred Stock, with each share of Common Stock being exchangeable in the Offer for one share of Series B Preferred Stock. If all conditions to the Offer are satisfied or waived, we will acquire up to 15,000,000 outstanding shares of Common Stock from all tendering holders. However, only whole Series B Preferred Stock will be delivered.

•        Pursuant to the Offer, a stockholder who desires to tender Common Stock in the Offer must tender all of such stockholder’s Common Stock. Partial tenders will not be permitted. Common Stock properly tendered and accepted are revocable until the Expiration Date. If more than 15,000,000 shares of Common Stock are validly tendered and not properly withdrawn prior to the Expiration Date, the Company will exchange Series B Preferred Stock for Common Stock, subject to the terms of the Exchange, of all stockholders on a pro-rata basis from all Common Stock tendered for exchange. The Offer to Exchange — General Terms and Eligibility — General Terms and Eligibility.)

•        The Offer is being made to you in reliance on an exemption from registration provided by Section 3(a)(9) of the Securities Act. Under that exemption, if Common Stock tendered is freely tradable, the Series B Preferred Stock received in the exchange will be freely tradable. If the Common Stock tendered in the exchange is restricted, the Series B Preferred Stock will be restricted to the same degree.

•        The Offering is being made exclusively to existing holders of Common Stock.

Conditions to the Offer to Exchange

•        The consummation of the Offer is not conditioned upon the tender of any minimal number of shares of Common Stock. ELAB will take up for exchange any shares of Common Stock deposited prior to the expiration of the Offer. A stockholder who desires to tender Common Stock in the Offer must tender all of such holder’s Common Stock. Partial tenders will not be permitted. Common Stock properly tendered and accepted are revocable until the Expiration Date.

QUESTIONS & ANSWERS

The following are answers to some of the questions that you may have about this Offer. You should carefully read this entire offer and the Letter of Transmittal and Withdrawal Form together with their associated instructions. This Offer is made subject to the terms and conditions of these documents as they may be amended. The information in this summary is not complete. Additional important information is contained in the remainder of this Offer to Exchange and the other offer documents. We have included in this summary references to other sections in this offer to help you find a more complete description of these topics.

What is the Offer?

•        In the Offer, the Company is offering to holders of its outstanding Common Stock to exchange all shares of Common Stock held by such holder. For each share of Common Stock tendered, we are offering to exchange one share of Series B Preferred Stock, for up to 15,000,000 shares of Series B Preferred Stock.

•        You should read the Offer Documents in their entirety and consult your own financial, tax, legal and other advisors and must make your own decision as to whether to tender your shares of Common Stock.

How many shares of Common Stock are sought to be tendered in the Offer? Is it a condition to the Exchange?

We are offering to exchange up to 15,000,000 shares of Common Stock, representing approximately 30% of our outstanding Common Stock. There are no conditions to the consummation of the Offer based upon any minimum number of shares of Common Stock tendered.

What are the terms of the Series B Preferred Stock?

Each share of Series B Preferred Stock shall be convertible, at any time after one (1) year from the date of issuance, at the option of the holder thereof (or, upon a Required Conversion, at the option of the Corporation), into one share of Common Stock (the “Conversion Ratio”), upon written notice, as described in the section entitled “Description of the Series B Preferred Stock — Conversion — Conversion Procedures.” The Series B Preferred Stock is perpetual and has no stated maturity date, will not be subject to any sinking fund or other mandatory redemption.

Each share of Series B Preferred Stock entitles its holder to one vote on all matters to be voted on by the stockholders of ELAB, the same as each share of Common Stock. Each share of Series B Preferred Stock has the same rights to dividends and distributions as a share of Common Stock. Holders of the Series B Preferred Stock will not have any preemptive rights to purchase or subscribe for our Common Stock or any other security.

On and after the date on (i) the Company receives at least $2.5 million in revenues in any single financial quarter or $10.0 million in annual revenue, (ii) the Company completes any material acquisition of an operating company or asset, or (iii) the Company effectuates a corporate spin-off which results in the creation of a new public company, the Company has the right, but not the obligation, to require and cause 100% of the number of outstanding shares of Series B Preferred Stock held by each holder of Series B Preferred Stock to be converted into shares of Common Stock at the Conversion Ratio without the approval of any holder of Series B Preferred Stock (the “Required Conversion”). Please carefully review the terms of the Certificate of Designation of the Series B Preferred Stock prior to deciding whether to participate in the Offer.

No stock split of any class of capital stock, including Common Stock, other than the Series B Preferred Stock shall effectuate a change in the number of issued and outstanding Series B Preferred Stock at the time of the such other stock split.

The Class B Preferred Stock will not be listed on any exchange, unlike the Common Stock, which is listed on the Nasdaq.

If I hold through a brokerage firm (e.g., Schwab, TD Ameritrade, Fidelity, Robinhood, etc.), how do I participate in the Offer?

•        To tender your shares in the Offer, you need to contact your brokerage firm and follow their procedures for instructing them to tender your shares. This is typically found in the messaging center or documents center in your online portal.

•        Because it may take some time for the broker to process your instructions, you should contact them far enough in advance of the Expiration Date to enable them to follow your instructions. The Expiration Date is one minute following 11:59 P.M. (12:00 midnight), Eastern standard time, on November 27, 2024.

•        If you are having difficulty in instructing your broker, you may contact Vstock Transfer, LLC, the Exchange Agent. However, the Company cannot accept your tender directly, only the broker can tender on your behalf.

Who is making the Offer?

Elevai Labs Inc. is making the Offer. The mailing address of our principal executive offices is 120 Newport Center Drive, Newport Beach, CA 9266. Our telephone number at these offices is (866) 794-4940.

Why is the Company making the Offer?

The Company is making the Offer after emerging from a critical financial position in which it faced urgent capital needs to sustain its operations and support strategic plans. To meet these immediate capital needs and to survive, the Company conducted a registered direct offering with certain institutional investors on September 22, 2024 pursuant to a prospectus filed with the SEC on September 20, 2024, which offering closed on September 24, 2024. In this offering, the Company offered and sold 8,900,000 shares of its Common Stock and 19,671,425 pre-funded Warrants to purchase shares of common stock (the “Pre-Funded Warrants”) in lieu of shares of Common Stock. The Company also sold accompanying Series A Warrants (the “Series A Warrants”) to purchase up to 28,571,425 shares of Common Stock (such underlying shares, “Series A Warrant Shares”) and Series B Warrants (the “Series B Warrants”) to purchase up to 28,571,425 share of Common Stock (such underlying shares, the “Series B Warrant Shares” together with the Series A Warrant Shares, the “Warrant Shares”) at a combined offering price of $0.28 per unit.

This registered direct offering was essential to the Company’s immediate survival but created short-term downward pressure on the trading price of its Common Stock. As such, the Company believes that the current trading price of its Common Stock may not fully reflect the Company’s current equity value, especially following the registered direct offering. The three main reasons the Company is making the Offer is to: (i) support long-term shareholders; (ii) reduce market pressure on the trading price of the Common Stock, and (iii) create a foundation for future growth.

Support for Long-Term Shareholders

The Company believes the Offer signals confidence in its future prospects, particularly following the abovementioned registered direct offering. The Company wishes to provide an opportunity to holders of Common Stock to exchange their shares with non-trading Series B Preferred Stock to award such holders’ continued belief in the Company. The Company hopes to provide an immediate incentive for shareholders of Common Stock to remain invested in the financial growth because by participating in the Offer, the holders of Common Stock may hold their investments outside the volatility of the public market. By encouraging long-term holding and stabilizing the shareholder base, the Company believes the Series B Preferred Stock issuances may help reduce speculative trading and reinforce a focus on sustainable growth. After one year of issuance of the Series B Preferred Stock, holders thereof may convert their shares into Common Stock, allowing them to potentially benefit from improved financial performance in the Company, as reflected in a higher trading price of Common Stock, shall it occur in the future.

Reduction of Market Pressure on Common Stock Trading Price

The Offer to exchange up to 15,000,000 shares of Common Stock into non-trading Series B Preferred Stock also temporarily reduces the free float. The Company believes this should alleviate downward pressure on the Common Stock’s trading price and better position the Company’s market capitalization with what the Company believes is a more accurate indicator of its true business value.

Foundation for Future Growth

The Company believes the Offer will stabilize its equity structure, making it easier for the Company to demonstrate its true growth potential outside of the trading price of its Common Stock. Additionally, the Company believes the one year period between issuance and the optional conversion date for the Series B Preferred Stock will give the Company some time to focus on executing key strategic initiatives, consolidating operations, and driving the Company toward profitability.

What are the effects of the Offer on the ownership structure of the Company?

Holders of Common Stock who do not exchange their shares will, assuming the Offer closes, see their percentage ownership of our outstanding Common Stock increase, however, the Common Stock will be junior to the Series B Preferred Stock, and any other class of preferred stock in respect of the right to receive residual equity. In addition, depending on the number of stockholders that elect to tender some or all of their shares of Common Stock in the Offer, there may be fewer shares of Common Stock held by non-affiliated stockholders, and there may therefore be fewer transactions in the shares of Common Stock resulting in lower liquidity.

When does the Offer expire?

The Offer will expire at one minute following 11:59 P.M. (12:00 midnight), Eastern time, on the Expiration Date unless the Offer is extended or earlier terminated). If you hold your stock through a broker or other nominee, the broker or other nominee will likely have an earlier deadline by which you must give them instructions. Each broker and nominee is different and you must follow the applicable requirements and deadlines of your broker or nominee. See “The Offer — Expiration Date; Extensions; Amendments”.

Can the Offer be extended?

Yes, we can extend the Offer. See “The Offer — Expiration Date; Extensions; Amendments”.

What securities are being sought in the Offer and what will I receive in the Offer?

Holders of Common Stock are being offered the opportunity to exchange shares of Common Stock they own for the same amount of shares of Series B Preferred Stock provided that all Common Stock held by such stockholder must be tendered.

What happens if stockholders tender more than 15,000,000 shares of Common Stock?

If stockholders tender more than 15,000,000 shares of Common Stock, we will exchange shares on in the following order of priority: (i) first, all shares owned in “odd lots” (less than 100 shares) that have been validly tendered (and not validly withdrawn prior to the Expiration Time), as indicated by completing the section entitled “Odd Lots” in the Letter of Transmittal; and (ii) second, all other tendered shares (other than conditionally tendered shares for which the condition was not satisfied) validly tendered (and not validly withdrawn prior to the Expiration Time), on a pro rata basis, if necessary, with appropriate adjustments to avoid the exchange of fractional shares, until the Company has exchanged shares resulting in the exchange of 15,000,0000 shares of Common Stock; and

Because of the “odd lot” priority, proration and conditional tender provisions described above, the Company may not exchange all of the shares that you tender even if you validly tender them/

If I own fewer than 100 shares and I tender all of my shares, will I be subject to proration?

If you own, beneficially or of record, fewer than 100 shares in the aggregate, you validly tender all of these shares prior to the Expiration Time (and do not validly withdraw such shares) and you complete the section entitled “Odd Lots” in the Letter of Transmittal and all conditions to the Offer are satisfied or waived, the Company will exchange all of your shares without subjecting them to proration.

Will the Series B Preferred Stock be freely tradable?

In making the Offer, we are relying on the exemption from the registration requirements of the Securities Act contained in Section 3(a)(9) of the Securities Act for the Series B Preferred Stock. Under this exemption, if Common Stock tendered is freely tradable, the Series B Preferred Stock received in the exchange will be freely tradable.

If the Common Stock tendered in the Offer is restricted, the Series B Preferred Stock will be restricted to the same degree. However, upon conversion of the Series B Preferred Stock in Common Stock, either by the Company or by the holder, upon the terms and conditions of the Series B Preferred Stock, the holder of the Common Stock shall receive customary registration rights and piggy-back rights, which include the right to demand registration of their

shares with the SEC for public sale and the right to include their shares in any public offering initiated by the Company or another shareholder.. See “Risk Factors — There is no established trading market for the Series B Preferred Stock, which may limit your ability to resell the Series B Preferred Stock”.

Is there a minimum size of the Offer?

There is no minimum size of the Offer.

Under what circumstances may the Offer be terminated?

The Offer may be terminated if the conditions to the Offer discussed in this Offer to Exchange are not satisfied or waived or if we so elect. If the Offer is terminated and you previously have tendered shares of Common Stock, such tendered Common Stock will be credited back to an appropriate account promptly following the termination of the Offer without expense to you. See “The Offer.”

How will I be notified if the Offer is extended, amended or terminated?

We, in our sole discretion, may extend the Expiration Date for any reason. If the Offer is extended, amended or terminated, we will promptly make a public announcement by issuing a press release or filing an amendment to the Schedule TO with the SEC. In the case of an extension, the announcement will be issued no later than 9:00 a.m., Eastern time, on the next business day after the previously scheduled expiration date of the Offer. See “The Offer — Expiration Date; Extensions; Amendments”.

What rights will I lose if I exchange my shares of Common Stock in the Offer?

If you validly tender your shares of Common Stock and we accept those shares for exchange, you will lose the rights of a holder of shares of Common Stock and instead only have rights as a holder of Series B Preferred Stock. For example, the Series B Preferred Stock, unlike your shares of Common Stock, do not have any right to share in any capital appreciation. See “Description of ELAB’s Common Stock”, “Description of Series B Preferred Stock”, “Comparison of Rights Between the Common Stock and the Series B Preferred Stock”.

What risks should I consider in deciding whether or not to exchange shares of Common Stock?

In deciding whether to participate in the Offer, you should carefully consider the discussion of the risks and uncertainties relating to the Offer, the Company and our industry described in the section entitled “Risk Factors”, beginning on page 9 of this Offer to Exchange, and in the documents incorporated by reference into the Offer Documents.

How do I participate in the Offer if I am a record holder?

A very small number of our stockholders (most of whom originally acquired their shares directly from the Company or one of its affiliates and never moved the shares to a brokerage account) hold their shares directly as record holders. If you hold your shares through a brokerage firm (e.g., Schwab, TD Ameritrade, Fidelity, Robinhood, etc.), you are not a record holder. For our few stockholders who are record holders, in order to tender your shares of Common Stock, you must deliver a Letter of Transmittal to Vstock Transfer, LLC, as Exchange Agent, on or prior to the Expiration Date in accordance with the instructions provided in the Letter of Transmittal.

If I choose to tender my shares of Common Stock for exchange, do I have to tender all of my shares of Common Stock?

Yes. You may only tender all of your shares of Common Stock. Partial tenders will not be permitted. See “The Offer — Terms of the Offer”.

May I withdraw my tender of shares of Common Stock?

Yes. You can withdraw shares of Common Stock previously tendered for exchange at any time before the Expiration Date. The Expiration Date is at one minute following 11:59 P.M. (12:00 midnight), Eastern time, on November 27, 2024, unless extended as described in the Offer Documents. See “The Offer — Right of Withdrawal”.

What happens if I do not participate in the Offer, or if my shares of Common Stock are not accepted in the Offer because of prorating?

If you currently hold shares of Common Stock and do not tender them or if your shares of Common Stock are not accepted in the Offer and the Board in its discretion has not accepted your tender, your shares of Common Stock will continue to be issued and outstanding. See “The Offer — Terms of the Offer”.

How will I be taxed on the exchange of my shares of Common Stock?

The exchange of Common Stock for Series B Preferred Stock under the Offer is intended to qualify as a recapitalization within the meaning of Section 368(a)(1)(E) of the Internal Revenue Code of 1986, as amended (the “Code”). Assuming the Offer so qualifies, the following U.S. federal income tax consequences are generally intended to result from the transaction:

•        No gain or loss will be recognized on an exchange;

•        Stockholders’ holding period for the Series B Preferred Stock received in an exchange will include the holding period of the Common Stock exchanged in this Offer; and

•        Stockholders’ initial tax basis of the Series B Preferred Stock received in an exchange will be equal to the adjusted tax basis of the Common Stock exchanged.

See “Certain Material Income Tax Considerations” for further discussion regarding U.S. federal income tax consequences.

Has the Board of Directors adopted a position on the Offer?

Our Board of Directors has approved the making of the Offer. However, the Board of Directors has not made any recommendation as to whether you should tender your shares of Common Stock pursuant to the Offer. You should read the Offer Documents in their entirety and consult your own financial, tax, legal and other advisors and must make your own decision as to whether to tender your shares of Common Stock.

What are the interests of our directors, executive officers and affiliates in the Offer?

None of the Company or, to the Company’s knowledge, any of its affiliates, directors or executive officers, is a party to any contract, arrangement, understanding or agreement with any other person relating, directly or indirectly, to the Offer. See “Interests of directors, executive officers and affiliates of the Company in shares of Common Stock”. The Company does not believe that any director or executive officer that owns shares of Common Stock currently intends to tender such shares in the Offer. However, it is possible that one or more of our directors or executive officers who own shares of Common Stock may elect to tender some or all of their shares of Common Stock in the Offer. The Company’s affiliates’, directors, or executive officers’ equity stakes in the Company will rise if they repurchase shares in the Offer. See “Interests of directors, executive officers and affiliates of the Company in shares of Common Stock”.

Who will pay the fees and expenses associated with the Offer?

Each holder will bear its fees and expenses, including any transfer fees, incurred in connection with the Offer. We will bear all of our fees and expenses incurred in connection with consummating the Offer. No brokerage commissions are payable by the stockholders to us. See “The Offer — Fees and Expenses”.

Who can answer questions concerning the Offer?

Requests for assistance in connection with the tender of your shares of Common Stock pursuant to the Offer may be directed to the Exchange Agent using the contact information set forth on the back cover of this Offer to Exchange.

must also ensure that the Exchange Agent receives an agent’s message from DTC, confirming the book-entry transfer of the relevant shares. ELAB stockholders who hold through a Nominee should not fill out a Letter of Transmittal; you should only follow the instructions provided by your Nominee.

The term “agent’s message” means a message transmitted by DTC to, and received by, the Exchange Agent and forming a part of a book-entry confirmation, which states that DTC has received an express acknowledgment from the DTC participant tendering the shares that are the subject of such book-entry confirmation, that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that Company may enforce that agreement against such participant.

All questions and requests for assistance may be directed to the Exchange Agent. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.

Notice to Nominees: The Exchange Agent has established an account with respect to the shares at DTC in connection with the Offer, and any financial institution that is a participant in DTC may make book-entry delivery of shares by causing DTC to transfer such shares prior to the Expiration Date into the Exchange Agent’s account in accordance with DTC’s procedure for such transfer. However, although delivery of the shares may be effected through book-entry transfer at DTC, the Letter of Transmittal with any required signature guarantees, or an agent’s message, along with any other required documents, must, in any case, be received by the Exchange Agent at one of its addresses set forth above prior to the Expiration Date. In each case, tendering ELAB stockholders should follow the other instructions set forth in the Letter of Transmittal and in this Offer to Exchange, dated October 4, 2024, including the section of this Offer to Exchange entitled “The Offer — Procedures for tendering shares of Common Stock in the Offer.” The Company cannot assure ELAB stockholders that book-entry delivery of Common Stock will be available.

Record Holders. For a record holder of shares of Common Stock to validly tender shares of Common Stock pursuant to the Offer, a properly completed and duly executed Letter of Transmittal, together with any documents required by the Instructions to the Letter of Transmittal, must be received by the Exchange Agent at the address set forth on the back cover of this Offer to Exchange prior to the Expiration Date.

Letter of Transmittal (for Nominees Institutions and Record Holders)

Signature Guarantees and Stock Powers. Except as otherwise provided below, all signatures on a Letter of Transmittal must be guaranteed by a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a member in good standing of a recognized Medallion Program approved by the Securities Transfer Association, Inc., including the Security Transfer Agents Medallion Program and the Stock Exchanges Medallion Program (each, an “Eligible Institution”). Signatures on a Letter of Transmittal need not be guaranteed (a) if the Letter of Transmittal is signed by the registered owner(s) (which term, for purposes of this section, includes any participant in any of DTC’s systems whose name appears on a security position listing as the owner of the shares of Common Stock) of shares of Common Stock tendered therewith and such registered owner has not completed the box entitled “Special Issuance Instructions” or the box entitled “Special Delivery Instructions” on the Letter of Transmittal or (b) if such shares of Common Stock are tendered for the account of an Eligible Institution. See Instructions 1, 2 and 5 of the Letter of Transmittal.

Guaranteed Delivery. Any record holder or Nominee who cannot complete the procedure for book-entry transfer on a timely basis, may tender his, her or its shares of Common Stock by satisfying each of the requirements set forth below:

•        such tender must be made through an Eligible Institution,

•        prior to one minute following 11:00 P.M. (12:00 midnight), Eastern time, on the Expiration Date, the Exchange Agent must receive from such Eligible Institution a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by the Company (by mail, facsimile transmission or hand delivery), setting forth the name and address of the holder and the amount of shares of Common Stock tendered, stating that the tender is being made thereby and guaranteeing that within two trading days after the date of execution of the Notice of Guaranteed Delivery, the certificates for all physically tendered shares of Common Stock (if any), in proper form for transfer, or a Book-Entry Confirmation, as the case may be, together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof or Agent’s Message in lieu thereof) with any required signature guarantees and any other documents required by the Letter of Transmittal will be deposited by the Eligible Institution with the Exchange Agent, and

•        a Book-Entry Confirmation, together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof or Agent’s Message in lieu thereof) with any required signature guarantees and all other documents required by the Letter of Transmittal, are received by the Exchange Agent within two trading days after the date of execution of the Notice of Guaranteed Delivery.

Effect of Letter of Transmittal. Subject to and effective upon the acceptance for exchange of and exchange of validly tendered shares of Common Stock, by executing and delivering a Letter of Transmittal, you (i) irrevocably sell, assign and transfer, upon the order of the Company, all right, title and interest in and to all the tendered shares of Common Stock, (ii) waive any and all rights with respect to the shares of Common Stock tendered, and (iii) release and waive any and all claims or causes of action of any kind whatsoever, whether known or unknown that, directly or indirectly, arise out of or are in any manner connected with your or your successors’ and assigns’ ownership or acquisition of the shares of Common Stock, including any related transaction, event, circumstance, action, failure to act or occurrence of any sort or type, in each case, that you, your successors and your assigns have, may have or may have had against us or any of our affiliates, directors, officers, associates, counsel or agents or representatives, whether current or former.

Letters of Transmittal must be sent only to the Exchange Agent. Do not send Letters of Transmittal to the Company.

THE METHOD OF DELIVERY OF SHARES OF COMMON STOCK, THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH DTC, IS AT THE ELECTION AND RISK OF THE TENDERING STOCKHOLDER. DELIVERY OF ALL SUCH DOCUMENTS WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT (INCLUDING IN THE CASE OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION). IF SUCH DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT THE MAILING BE BY REGISTERED MAIL, PROPERLY INSURED, WITH RETURN RECEIPT REQUESTED, MADE SUFFICIENTLY IN ADVANCE OF THE EXPIRATION DATE TO PERMIT DELIVERY TO THE EXCHANGE AGENT PRIOR TO ONE MINUTE FOLLOWING 11:00 P.M. (12:00 MIDNIGHT), EASTERN TIME, ON THE EXPIRATION DATE.

Right of Withdrawal

Shares of Common Stock tendered for exchange may be withdrawn at any time before 12:00 midnight, New York City time, on the Expiration Date. For a withdrawal of tendered shares of Common Stock to be effective, a written notice of withdrawal or revocation must be received by the Exchange Agent no later than 12:00 midnight, New York City time, on the Expiration Date. Shareholders have the right to withdraw shares not accepted after December 5, 2024, or 40 business days from the commencement of the Offer.

Any such notice of withdrawal must:

•        specify the name of the person who tendered the shares of Common Stock to be withdrawn;

•        contain the description of the shares of Common Stock to be withdrawn; and

•        be signed by the holder of such shares of Common Stock in the same manner as the original signature on the respective Letter of Transmittal by which such shares of Common Stock were tendered.

If the shares of Common Stock to be withdrawn have been delivered or otherwise identified to the Exchange Agent, a signed notice of withdrawal is effective immediately upon receipt of such written notice of withdrawal even if physical release has not yet been effected.

Shares of Common Stock withdrawn from the Offer may be re-tendered by following the tender procedures described above.

Determinations of Validity

All questions as to the validity, form, eligibility (including time of receipt) and acceptance for exchange of any tendered shares of Common Stock pursuant to any of the procedures described above, and the form and validity (including time of receipt of notices of withdrawal) of all documents will be determined by us in our sole discretion (and we may delegate the power to make any determination in whole or in part to the Exchange Agent). Any such determination will be final and binding. Your tender will not be deemed to have been validly made until all defects or irregularities in your tender have been cured or waived. Neither we nor the Exchange Agent nor any other person or entity is under any duty to give notification of any defects or irregularities in any tender or withdrawal of any shares of Common Stock, or will incur any liability for failure to give any such notification. We reserve the absolute right to reject any or all tenders of any shares of Common Stock determined by us not to be in proper form, or if the acceptance of or exchange of such shares of Common Stock may, in the opinion of our counsel, be unlawful. We also reserve the right to waive any conditions to the Offer that we are legally permitted to waive.

Acceptance and Delivery of Series B Preferred Stock

Acceptance of Common Stock. Upon our determination that all of the conditions to the Offer were satisfied or waived by us on or prior to the Expiration Date, all shares of Common Stock validly tendered and not withdrawn will be accepted and the Series B Preferred Stock will be delivered promptly after expiration of the Offer. Our acceptance of shares of Common Stock tendered pursuant to one of the procedures described above will constitute a binding agreement between the tendering stockholder and us upon the terms and subject to the conditions of the Offer.

Issuance of Series B Preferred Stock. Record holders of Common Stock whose Common Stock is exchanged for Series B Preferred Stock will receive Series B Preferred Stock directly registered with the Company’s transfer agent (“Directly Registered Shares”). In the case of Series B Preferred Stock issued to holders in street name, the Series B Preferred Stock will be initially issued in the form of one or more global securities (the “Global Securities”) registered in the name of The Depository Trust Company, or DTC, or its nominee. Upon the issuance of the Global Securities, DTC or its nominee will credit the accounts of the persons holding through it with the number of the shares of Series B Preferred Stock represented by such Global Securities. Such accounts shall be designated by the underwriters. Ownership of beneficial interests in the Global Securities will be limited to persons that have accounts with DTC or persons that may hold interests through persons with accounts.

Except as set forth below, the Global Securities may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interest in the Global Securities may not be exchanged for Directly Registered Shares except in the limited circumstances described below. See “— Exchange of Global Securities for Directly Registered Shares.” Except in limited circumstances described below, owners of beneficial interests in Global Securities will not be entitled to receive physical delivery of shares of B Preferred Stock in certificated form. In addition, transfers of beneficial interest in Global Securities will be subject to the applicable rules and procedures of DTC and its direct and indirect participants which may change from time to time.

So long as the holder of a Global Security is the registered owner of any shares of Series B Preferred Stock, the holder of such Global Security will be considered the sole holder of any shares of Series B Preferred Stock evidenced by the Global Securities. Beneficial owners of shares of Series B Preferred Stock evidenced by the Global Securities will not be considered the owners or holders of such shares for any purpose. Neither we nor the transfer agent will have any responsibility or liability for any aspect of the records of DTC or for maintaining, supervising or reviewing any records of DTC relating to the Series B Preferred Stock.

Exchange of Global Securities for Directly Registered Shares

A Global Security is exchangeable for Directly Registered Shares if DTC notifies us that (a) it is unwilling or unable to continue as depositary for the Global Securities or (b) it has ceased to be a clearing agency registered under the Exchange Act and, in either case, we fail to appoint a successor depositary.

In which case, upon surrender by a holder of its global security, shares of Series B Preferred Stock in such form will be issued to each person that the holder of the global security and DTC identify as being the beneficial owner of the related Series B Preferred Stock. In addition, beneficial interests in Global Securities may be exchanged for Directly Registered Shares upon prior written notice given to the transfer agent by or on behalf of DTC. In all cases, Directly Registered Shares delivered in exchange for any Global Securities or beneficial interest in Global Securities will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures).

We will not be liable for any delay by the global security holder or DTC in identifying the beneficial owners of Series B Preferred Stock and we may conclusively rely on, and will be protected in relying on, instructions from the holder of the Global Securities or DTC for all purposes. See “The Offer — Procedures for tendering shares of Common Stock in the Offer”.

If any shares of Common Stock are not accepted for any reason set forth in this Offer to Exchange or because the Offer is terminated, such unaccepted or unexchanged shares of Common Stock will remain issued and outstanding.

Conditions to the Completion of the Offer

Notwithstanding any other provision of the Offer, or any extension of the Offer, we shall not be required to accept for exchange any shares of Common Stock or issue any Series B Preferred Stock, and we may terminate or amend the Offer at any time prior to the Expiration Date if we determine, in our reasonable judgment, that any of the following conditions has not been satisfied on or before the Expiration Date:

•        the Series B Preferred Stock shall be eligible for deposit with the Depositary Trust Company;

•        there shall not have occurred or be likely to occur any event that could reasonably be expected to materially adversely affect our business, financial condition, income, operations, properties or prospects, or materially impair the contemplated benefits of the Offer, or the settlement of the Offer;

•        we determine that the consummation of the Offer and the exchange of Common Stock for Series B Preferred Stock is reasonably likely to cause the Common Stock to be subject to delisting from the Nasdaq;

•        there shall not have been any action taken or threatened, or any statute, rule, regulation, judgment, order, stay, decree or injunction promulgated, enacted, entered, enforced or deemed applicable to the Offer or the exchange of shares of Common Stock for Series B Preferred Stock pursuant to the Offer, by or before any court or governmental regulatory or administrative agency or authority, tribunal, domestic or foreign, that challenges the making of the Offer or might reasonably be expected to, directly or indirectly, prohibit, prevent, restrict or delay settlement of, or might otherwise reasonably be expected to adversely affect in any material manner, the Offer; or

•        there shall not have occurred (i) any general suspension of, or limit order of, trading in securities in the United States securities or financial markets, (ii) in our reasonable judgment, any extraordinary or material adverse change in U.S. financial markets generally, including, a decline of at least 10% in either the Dow Jones Industrial Average, the NASDAQ Index or the Standard & Poor’s 500 Index from the date of commencement of the offer, (iii) a declaration of a banking moratorium or any suspension of payments in respect to banks in the United States or other major financial markets, (iv) any limitation (whether or not mandatory) by any government or governmental, administrative or regulatory authority or agency, domestic or foreign, or other event that might affect the extension of credit by banks or other lending institutions, (v) a commencement of a war, armed hostilities, terrorist acts or other national or international calamity directly or indirectly involving the United States, or (vi) in the case of any of the foregoing existing on the date hereof, a material acceleration or worsening thereof.

The foregoing conditions are for the Company’s benefit and may be asserted by the Company or may be waived by the Company, in whole or in part at any time, and from time to time, on or prior to the Expiration Date, in its sole discretion. In addition, the Company may terminate the Offer if any condition is not satisfied or waived on or before the Expiration Date. If any condition is not satisfied, the Company will promptly advise whether it will waive the condition and proceed with the Offer, or assert the condition which has not satisfied and terminate the Offer. Under the Offer, if any of the foregoing conditions is not satisfied or waived, the Company may (i) not accept shares of Common Stock tendered by you, (ii) extend the Offer and retain all tendered shares of Common Stock until the expiration of the extended Offer, or (iii) amend the Offer in any respect by giving oral or written notice of such amendment to the Exchange Agent and making public disclosure of such amendment to the extent required by applicable law.

The Company has not made a decision as to what circumstances would lead the Company to waive any such condition, and any such waiver would depend on circumstances prevailing at the time of such waiver. Although the Company has no present plans or arrangements to do so, the Company reserves the right to amend, at any time, the terms of the Offer. The Company will give holders such notice of such amendments as may be required by applicable law.

No Solicitation

There are no persons directly or indirectly employed, retained or to be compensated to make solicitations or recommendations in connection with the Offer.

Fees and Expenses

We will bear all of our fees and expenses incurred in connection with the Offer.

Transfer Taxes

We are not aware of any obligation of holders of shares of Common Stock who tender their shares of Common Stock in the Offer to pay any transfer taxes. However, if transfer tax would apply to the Offer, then the amount of any transfer taxes, whether imposed on the registered owner or any other persons, will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption from them is not submitted to us by the tendering holder, the amount of such transfer taxes will be billed directly to the tendering holder.

Interests of directors, executive officers and affiliates of the Company in shares of Common Stock

The following is a list of the current directors and executive officers of the Company:

In connection with his or her services to the Company and its affiliates, certain of our executive officers are parties to arrangements with the Company, which govern his respective employment, service as a director and/or certain awards or other compensation that such person may be entitled to, each of which has been previously described by the Company in filings with the SEC. Certain directors and/or executive officers may also have additional contractual arrangements with the Company, which are further discussed in the Company’s filings with the SEC. See “Where to Find Available Information”.

None of the Company or, to the Company’s knowledge, any of its affiliates, directors or executive officers, is a party to any contract, arrangement, understanding or agreement with any other person relating, directly or indirectly, to the Offer.

Our directors and executive officers have not engaged in transactions with respect to shares of Common Stock within the last 60 days.

Within the last 60 days the Company has engaged in transactions with respect to shares of the Common Stock as set forth below:

Each share of Common Stock or Pre-Funded Warrant in lieu thereof was offered together with a Series A Warrant and a Series B Warrant, each to purchase one share of Common Stock. Both the Series A Warrants and Series B Warrants have an exercise price of $0.38 per share of Common Stock. The Series A Warrants

will be exercisable beginning on the date of completion of the requisite waiting period following the filing of the Information Statement related to the approval by the stockholders of the Company (the “Initial Exercise Date” or “Effective Shareholder Approval Date”) of the issuance of shares upon exercise of the Warrants (the “Shareholder Approval”). The exercise price of the Series A and Series B Warrants is subject to adjustment for stock splits, share dividends, share combinations and similar capital transactions or other such event as further described in the Series A and Series B Warrants. The Series A Warrants have a term of five years from issuance, and the Series B Warrants have a term of two and a half years from issuance.

Subject to certain exceptions, the Warrants are subject to adjustment provisions in connection with a reverse stock split or similar transaction and following the Effective Shareholder Approval Date, which provide for reduction to the exercise price and increase in the number of Warrant Shares underlying the Warrants. In addition, subject to certain exceptions, the Series A Warrant is subject to reduction to the exercise price upon an issuance of securities by the Company at a price per share that is less than the exercise price. Any reduction to the exercise prices of the Series A Warrants and the Series B Warrants and resulting increase in the number of shares of common stock underlying the Warrants is subject to a floor price as set forth in the Warrants.

The holder of Series B Warrants may also effect an “alternative cashless exercise” at any time following the Effective Shareholder Approval Date, pursuant to which the holder has the right to receive an aggregate number of shares equal to the product of (x) the aggregate number of shares of common stock that would be issuable upon a cashless exercise of the Series B Warrant and (y) 3.0.

Subject to certain ownership limitations described in the Pre-funded Warrants, the Pre-Funded Warrants are exercisable upon issuance and have an exercise price of $0.0001 per share of Common Stock. The Pre-Funded Warrants may be exercised at any time until all of the Pre-funded Warrants are exercised in full.

This registered direct offering was consummated on September 24, 2024. The Warrant Shares and shares of Common Stock sold in this registered direct offering were registered pursuant to a prospectus dated September 22, 2024 and filed with the SEC on September 24, 2024.

Certain selling shareholders of the Company also registered, in the aggregate, up to 1,299,999 shares of Common Stock pursuant to a prospectus filed with the SEC on September 24, 2024 and declared effective by the SEC on September 20, 2024. [As of the date of this Schedule TO, the resale of shares of Common Stock by such selling shareholders is still ongoing.]

ELAB stockholder information

The following table provides information with respect to the beneficial ownership of our common stock as of October 1, 2024 by:

•        each of our executive officers and directors;

•        all of our current directors and executive officers as a group; and

•        each person or entity, or group of persons or entities, known by us to own beneficially more than 5% of our common stock.

We have determined beneficial ownership in accordance with the rules and regulations of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. In general, under these rules a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares voting power or investment power with respect to such security. A person is also deemed to be a beneficial owner of a security if that person has the right to acquire beneficial ownership of such security within 60 days of October 1, 2024. Except as indicated by the footnotes below, we believe, based on information furnished to us, that the persons and entities named in the table below have sole voting and sole investment power with respect to all shares that they beneficially own, subject to applicable community property laws.

Percentage ownership is based on 48,561,754 shares of common stock outstanding as of October 1, 2024.

____________

*        Denotes less than one (1%) percent.

(1)      Unless otherwise indicated, the business address of each of the individuals is our address of c/o Elevai Labs, Inc., 120 Newport Center Drive, Ste. 250, Newport Beach, CA 92660.

(2)      Jordan R. Plews has sole voting and dipositive power over the shares held by JP Bio Consulting LLC. The address of JP Bio Consulting LLC is 2615 Q Street, #1, Sacramento, CA 95816.

(3)      Based on a Schedule 13G filed October 1, 2024 by L1 Capital Global Opportunities Master Fund, Ltd. David Feldman and Joel Arber are the Directors of L1 Capital Global Opportunities Master Fund, Ltd. As such, L1 Capital Global Opportunities Master Fund, Ltd., Mr. Feldman, and Mr. Arber may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the issuer’s securities described herein. To the extent Mr. Feldman and Mr. Arber are deemed to beneficially own such securities, Mr. Feldman and Mr. Arber disclaim beneficial ownership of these securities for all other purpose.

(4)      Based on a Schedule 13G filed September 26, 2024 by Altium Growth Fud.

(5)      Consists of (i) 2,851,454 shares of Common Stock held by JP Bio Consulting LLC of which Dr. Plews has sole voting and dipositive power over the shares and (ii) 191,667 shares of Common Stock that Dr. Plews has the right to acquire from us within 60 days of September 20, 2024, pursuant to the exercise of stock options granted under the 2020 Equity Incentive Plan.

(6)      Consists of (i) 841,454 shares of Common Stock held by GB Capital Ltd. of which Mr. Bensler has sole voting and dipositive power over the shares and (ii) 191,667 shares of Common Stock that Mr. Bensler has the right to acquire from us within 60 days of September 20, 2024 pursuant to the exercise of stock options granted under the 2020 Equity Incentive Plan.

(7)      Consists of (i) 191,667 shares of Common Stock that Mr. Lichti has the right to acquire from us within 60 days of September 20, 2024 pursuant to the exercise of stock options granted under the 2020 Equity Incentive Plan, (ii) 1,906,414 shares of Common Stock held by BWL Investments Ltd. of which Mr. Lichti has sole voting and dipositive power over the shares, (iii) 828,000 shares of Common Stock held by BWL Holdings Ltd. of which Mr. Lichti has sole voting and dipositive power over the shares, (iv) 828,000 shares of Common Stock held by Northstrive Fund II LP of which Mr. Lichti has sole voting and dipositive power over the shares and (v) 61,551 shares of Common Stock underlying warrants held by BWL Investments Ltd.

(8)      Consists of (i) 41,667 shares of Common Stock and (ii) 40,000 shares of Common Stock that Mr. Parry has the right to acquire from us within 60 days of September 20, 2024, pursuant to the exercise of stock options granted under the 2020 Equity Incentive Plan.

(9)      Consists of (i) 1,200 shares of Common Stock and (ii) 28,333 shares of Common Stock that Ms. Daley has the right to acquire from us within 60 days of September 20, 2024, pursuant to the exercise of stock options granted under the 2020 Equity Incentive Plan.

(10)    Consists of (i) 7,298,189 shares of Common Stock beneficially owned by our directors and executive officers and (ii) 637,334 shares of Common Stock underlying outstanding options, exercisable within 60 days of September 20, 2024 and (iii) 61,551 shares of common stock underlying warrants.

DESCRIPTION OF ELAB’S COMMON STOCK

The following description of our securities is only a summary and is qualified in its entirety by reference to the actual terms and provisions of the capital stock contained in our Certificate of Incorporation and our Bylaws.

General

The total number of shares of stock which we are authorized to issue is 375,000,000 shares of capital stock, 300,000,000 of which are common stock, $0.0001 par value per share of which 49,376,039 shares of which are outstanding as of October 2, 2024, and 75,000,000 shares of which are preferred stock of which none are outstanding. As of October 2, 2024, there were 49 holders of record of our common stock.

Common Stock

The holders of our common stock are entitled to the following rights:

Voting Rights. Each share of our common stock entitles its holder to one vote per share on all matters to be voted or consented upon by the stockholders.

Dividend Rights. Subject to limitations under Delaware law, holders of our common stock are entitled to receive ratably such dividends or other distributions, if any, as may be declared by our Board out of funds legally available therefor.

Liquidation Rights. In the event of the liquidation, dissolution or winding up of our business, the holders of our common stock are entitled to share ratably in the assets available for distribution after the payment of all of our debts and other liabilities.

Other Matters. The holders of our common stock that are not to be issued upon conversion of the convertible promissory notes have no subscription, redemption or conversion privileges; in addition, such common stock does not entitle its holders to preemptive rights. All of the outstanding shares of our common stock are fully paid and non-assessable.

Transfer Agent and Registrar

The Transfer Agent and Registrar for ELAB’s Common Stock is VStock Transfer, LLC.

DESCRIPTION OF SERIES B PREFERRED STOCK

The following summary of the material terms and provisions of the Series B Preferred Stock does not purport to be complete in all respects, and is qualified in its entirety by reference to the pertinent sections of our certificate of incorporation, including the certificates of designations for Series B Preferred Stock, copies of which are available upon request from us, and the applicable provisions of the Delaware General Corporation Law.

General

The Series B Preferred Stock was approved by resolutions of our Board of Directors on October 3, 2024 and was established when the Certificate of Designation was filed with the Secretary of State of the Ste of Delaware. As of September 30, 2024, there were no shares of preferred stock, of any class or series, of the Company outstanding.

Each share of Series B Preferred Stock shall be convertible, at any time after one (1) year from the date of issuance, at the option of the holder thereof (or, upon a Required Conversion, at the option of the Company), into one share of Common Stock (the “Conversion Ratio”), upon written notice, as described in the section entitled. The Series B Preferred Stock is perpetual and has no stated maturity date, will not be subject to any sinking fund or other mandatory redemption.

Each share of Series B Preferred Stock entitles its holder to one vote on all matters to be voted on by the stockholders of ELAB, the same as each share of Common Stock. Each share of Series B Preferred Stock has the same rights to dividends and distributions as a share of Common Stock. Holders of the Series B Preferred Stock will not have any preemptive rights to purchase or subscribe for our Common Stock or any other security.

On and after the date on which (i) the Company receives at least $2.5 million in revenues in any single financial quarter or $10.0 million in annual revenue, (ii) the Company completes any material acquisition of an operating company or asset, or (iii) the Company effectuates a corporate spin-off which results in the creation of a new public company, the Company has the right, but not the obligation, to require and cause 100% of the number of outstanding shares of Series B Preferred Stock held by each holder of Series B Preferred Stock to be converted into shares of Common Stock at the Conversion Ratio without the approval of any holder of Series B Preferred Stock (the “Required Conversion”).

Listing

Currently, no market exists for the Series B Preferred Stock, and we do not intend to apply to list the Series B Preferred Stock on any stock exchange or in any trading market. See “Risk Factors — There is no established trading market for the Series B Preferred Stock which may negatively affect their market value and your ability to transfer or sell them.”

Our Common Stock is listed on Nasdaq under the symbol “ELAB.” Following the completion of the Offer, the number of Common Stock that are publicly traded may be reduced. Therefore, holders who choose not to tender their Common Stock will own a greater percentage interest in our outstanding Common Stock. This may reduce the volume of trading and make it more difficult to buy or sell significant amounts of Common Stock without affecting the market price.

Ranking

With respect to payment of dividends and distribution of assets upon liquidation, dissolution, or winding up of the company, whether voluntary or involuntary, the Series B Preferred Stock will rank: (i) pari passu with the Company’s Series A Preferred Stock; (ii) senior to all other classes or series of capital stock of the Corporation now existing or hereafter authorized, classified, or reclassified; and (iii) junior to all indebtedness of the Corporation now existing or hereafter authorized (including indebtedness convertible into Common Stock).

Liquidation Rights

Upon any voluntary or involuntary liquidation, dissolution, or winding up of the Company (each of such events, “Liquidation”), the holders of shares of Series B Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Company legally available for distribution to its stockholders, on parity with the holders of shares of Common Stock or any other class or series of capital stock of the Corporation, the amount that would be paid

to the holders of the Series B Preferred Stock if, prior to such voluntary or involuntary liquidation, dissolution, or winding up of the Corporation, the Series B Preferred Stock had been converted into shares of Common Stock and the Common Stock that has accrued thereon had been issued. In the event that, upon such voluntary or involuntary liquidation, dissolution, or winding up, the available assets of the Corporation are insufficient to pay the full amount of the liquidating distributions on all outstanding shares of Common Stock, Series B Preferred Stock, or other class of capital stock entitled to distributions upon Liquidation, then such stockholders shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled. Written notice of any such voluntary or involuntary liquidation, dissolution, or winding up of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given within ten (10) days of the date the Board of Directors approves such action, or no later than twenty (20) days of any stockholders’ meeting called to approve such action, or within twenty (20) days of the commencement of any involuntary proceeding, whichever is earlier, to each record holder of shares of the capital stock of the Company entitled to distributions upon Liquidation at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Company.

If, at any time while the Series B Preferred Stock is outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Corporation with or into another entity, (ii) the Company, directly or indirectly, effects any sale, assignment, transfer, conveyance, or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer, or exchange offer (whether by the Company or another person or entity) is completed pursuant to which holders of Common Stock are permitted to sell, tender, or exchange their shares for other securities, cash, or property and has been accepted by the holders of more than 50% of the outstanding Common Stock or more than 50% of the voting power of the common equity of the Corporation, or (iv) the Corporation, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger, or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than 50% of the voting power of the Common Stock of the Company (each a “Deemed Liquidation”); provided, however, that the issuance of Common Stock in a financing transaction engaged in by the Company shall not be a Deemed Liquidation unless it results in more than 50% of the voting power of Common Stock being issued to one stockholder or a number of stockholders who report on a Schedule 13G or Schedule 13D pursuant to Section 13(d) of the Exchange Act that they are acting as a single group in holding the Common Stock, then the Company shall provide at least 10 days’ notice to the holders of its capital stock entitled to a distribution on Liquidation prior to the consummation of the Deemed Liquidation, which shall be deemed given by the Company upon the disclosure of the potential Deemed Liquidation in any of the Corporation’s public filings with the SEC. If a Deemed Liquidation occurs, the holders of the Company’s capital stock entitled to a distribution on Liquidation will have the option of receiving distributions pursuant to the terms of the Certificate of Designation. All payments in respect of a Deemed Liquidation will be paid in shares of Common Stock.

Conversion to Common Stock

Each share of Series B Preferred Stock shall be convertible, at any time after one (1) year from the date of issuance, at the option of the holder thereof (or, upon a Required Conversion, at the option of the Company), at the Conversion Ratio, upon written notice, as described in the section entitled.

On and after the date on which (i) the Company receives at least $2.5 million in revenues in any single financial quarter or $10.0 million in annual revenue, (ii) the Company completes any material acquisition of an operating company or asset, or (iii) the Company effectuates a corporate spin-off which results in the creation of a new public company, the Company has the right, but not the obligation, to require and cause 100% of the number of outstanding shares of Series B Preferred Stock held by each holder of Series B Preferred Stock to be converted into shares of Common Stock at the Conversion Ratio without the approval of any holder of Series B Preferred Stock (the “Required Conversion”).

No Redemption or Sinking Fund

The Series B Preferred Stock is perpetual and has no stated maturity date, will not be subject to any sinking fund or other mandatory redemption.

COMPARISON OF RIGHTS BETWEEN THE COMMON STOCK AND
THE SERIES B PREFERRED STOCK

The following is a description of the material differences between the rights of holders of shares of Common Stock and the Series B Preferred Stock. This summary may not contain all of the information that is important to you. You should carefully read this entire Offer to Exchange for a more complete understanding of the differences between being a holder of shares of Common Stock and Series B Preferred Stock. You should carefully review the terms of the Series B Preferred Stock in the Certificate of Designation filed as Exhibit (d) of the Schedule TO prior to deciding whether or not to participate in the Offer.

FINANCIAL INFORMATION

We incorporate by reference the summary of our financial statements, our financial statements, and notes thereto included in Part I, Item 1 of our Quarterly Report on Form 10-Q for the fiscal year ended June 30, 2024, and Part II, Item 8 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. You can access our filings with the SEC on the SEC’s website at www.sec.gov.

CERTAIN MATERIAL INCOME TAX CONSIDERATIONS

The following discussion is a summary of certain material U.S. federal income tax consequences of the Offer to our stockholders. This summary is based on the Code, existing and proposed Treasury regulations, rulings, administrative pronouncements of the IRS and judicial decisions, all as currently in effect, and all of which are subject to change and to different interpretations. Changes to any of the foregoing authorities can apply on a retroactive basis in some circumstances, possibly in a manner that affects the discussion of U.S. federal income tax consequences below.

This summary is intended for general information purposes, and, except as expressly set forth below, only addresses certain material U.S. federal income tax consequences applicable to stockholders that hold their Common Stock as capital assets within the meaning of Section 1221 of the Code. In the context of the discussion pertaining to the Series B Preferred Stock, the discussion describes certain U.S. federal income tax consequences applicable only to stockholders of the Series B Preferred Stock who hold Series B Preferred Stock as capital assets. This summary does not purport to address all of the U.S. federal income tax considerations that may be relevant to the particular circumstances of a stockholder, including those stockholders who are subject to special tax rules (including, for example, financial institutions, dealers in securities, traders in securities that elect mark-to-market treatment, insurance companies, mutual funds, tax-exempt organizations, partnerships or other flow-through entities and their partners or members, U.S. expatriates, holders whose functional currency is not the U.S. dollar, and holders who hold their shares as part of a hedge, straddle, constructive sale or conversion transaction). Nor does this summary discuss any tax consequences that may arise under the alternative minimum tax or under state, local or foreign tax laws, and does not describe any aspect of U.S. federal tax law other than income taxation. We will not seek an opinion of counsel or a ruling from the IRS with respect to the U.S. federal income tax consequences discussed herein and accordingly there can be no assurance that the IRS will agree with the positions described in this Offer. Each stockholder should consult its own tax advisor regarding the tax consequences to it of an exchange in the Offer.

As used in this discussion, a “U.S. Holder” is a beneficial owner of the Common Stock that is an individual who is a citizen or resident of the United States; a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized under the laws of the United States, any state thereof, or the District of Columbia; an estate, the income of which is subject to U.S. federal income tax regardless of its source; or a trust if (i) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (ii) it has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person. A “Non-U.S. Holder” is a stockholder that is not a “U.S. Holder”.

If a partnership or other pass-through entity is a beneficial owner of the Common Stock, the tax treatment of a partner or other owner will generally depend upon the status of the partner (or other owner) and the activities of the entity. A stockholder that is a partner (or other owner) of a partnership or other pass-through entity that holds Common Stock should consult its tax advisor regarding the tax consequences of the Offer and of owning and disposing of the Series B Preferred Stock.

Tax Consequences of Exchange in the Offer

Non-Participation in the Offer. Stockholders who do not participate in the Offer will not incur any U.S. federal income tax liability as a result of the consummation of the Offer.

U.S. Holders

Participation in the Offer. The exchange of Common Stock for Series B Preferred Stock under the Offer is intended to qualify as a recapitalization within the meaning of Section 368(a)(1)(E) of the Code. Assuming the exchange so qualifies, subject to the discussion further below, the following U.S. federal income tax consequences are generally intended to result from the transaction:

•        No gain or loss will be recognized on an exchange;

•        Stockholders’ holding period for the Series B Preferred Stock received in an exchange will include the holding period of the Common Stock exchanged in this Offer; and

•        Stockholders’ initial tax basis of the Series B Preferred Stock received in an exchange will be equal to the adjusted tax basis of the Common Stock exchanged.

Nonqualified Preferred Stock. While generally an exchange of common stock for preferred stock may qualify as a recapitalization within the meaning of Section 368(a)(1)(E) of the Code, the receipt of any “nonqualified preferred stock” in such an exchange may not qualify as tax-free. “Nonqualified preferred stock” generally includes preferred stock that is callable for redemption by the issuer if the issuer is more likely than not to exercise the call right. At this time we have no intention to redeem the Series B Preferred Stock, and do not believe that it is more likely than not that we will redeem the Series B Preferred Stock. However, we cannot assure you that the IRS would not take into account all the facts and circumstances and argue that it is more than not that we will redeem the Series B Preferred Stock. If the IRS were successful in such argument, the receipt by a U.S. Holder of our Series B Preferred Stock in exchange for our Common Stock would generally constitute a sale or exchange of the Common Stock by the U.S. Holder unless the transaction is viewed as having the effect of a distribution under Section 302 of the Code, in which case it may constitute a distribution taxable in whole or in part as a dividend as described below. If a U.S. Holder’s receipt of Series B Preferred Stock in exchange for Common Stock is treated as a sale or exchange, such U.S. Holder will recognize capital gain or loss (which will be long-term capital gain or loss if the U.S. Holder’s holding period for such Common Stock exceeds one year) equal to the difference between the amount realized by the U.S. Holder and the U.S. Holder’s adjusted tax basis in the exchanged Common Stock.

Section 302 of the Code. Under Section 302 of the Code, a redemption may be taxable as a distribution unless, after taking into account the constructive ownership rules of Section 318 of the Code, the redemption (a) results in a complete termination of the U.S. Holder’s interest in the Company under Section 302(b)(3) of the Code, (b) results in a substantially disproportionate redemption of stock with respect to the U.S. Holder under Section 302(b)(2) of the Code or (c) is “not essentially equivalent to a dividend” with respect to the U.S. Holder under Section 302(b)(1) of the Code. The tax treatment of such a distribution would be in accordance with the rules described below under “— Ownership of Series B Preferred Stock — U.S. Holders — Dividend Payments.”

In addition, although we believe the exchange of Common Stock is for Series B Preferred Stock with an equal value, there can be no assurance that the IRS or a court would agree. If the IRS or a court were to view the exchange pursuant to the Offer as the issuance of Series B Preferred Stock to an exchanging U.S. Holder having a value in excess of the Common Stock surrendered by such U.S. Holder, such excess value could be viewed as a deemed distribution or other income to such U.S. Holder.

Non-U.S. Holders

Participation in the Offer. The exchange of Common Stock for Series B Preferred Stock under the Offer is intended to qualify as a recapitalization within the meaning of Section 368(a)(1)(E) of the Code. Assuming the exchange so qualifies, and subject to the discussion further below concerning FIRPTA (as defined below), the exchange generally will not be taxable to the Non-U.S. Holder, as discussed above under “— Tax Consequences of Exchange in the Offer — U.S. Holders — Participation in the Offer,” except as discussed below.

Dividend Income. If any amounts are treated pursuant to the discussion above under “— Tax Consequences of Exchange in the Offer — U.S. Holders” as dividend income, such income generally will be subject to U.S. federal income tax withholding at the rate of 30% on the gross amount of any such amount unless either:

•        a lower treaty rate applies and the Non-U.S. Holder furnishes a properly completed IRS Form W-8BEN or W-8BEN-E evidencing eligibility for that reduced rate to the applicable withholding agent; or

•        the Non-U.S. Holder furnishes a properly completed IRS Form W-8ECI to the applicable withholding agent claiming that such amount is effectively connected income.

If an amount treated as dividend income pursuant to the discussion above is also treated as effectively connected with the Non-U.S. Holder’s conduct of a U.S. trade or business, the Non-U.S. Holder generally will be subject to U.S. federal income tax on such amount at graduated rates, in the same manner as U.S. Holders are taxed with respect to such amounts. A Non-U.S. Holder that is a corporation also may be subject to the 30% branch profits tax with respect to such an amount that is treated as effectively connected with its conduct of a U.S. trade or business, unless reduced or eliminated by a tax treaty.

Capital Gain. If any amounts are treated pursuant to the discussion above as capital gain, such gain generally will not be subject to U.S. federal income tax or withholding tax, unless (A) the gain is effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the United States (and, if the Non-U.S. Holder is entitled to the benefits of an applicable income tax treaty with the United States with respect to that gain, that gain is attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States); or (B) the Non-U.S. Holder is an individual who is present in the United States for 183 days or more during the taxable year in which the gain is recognized and certain other conditions are met.

Any income or gain described in clause (A) above that is effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the United States (or so treated) generally will be subject to U.S. federal income tax, net of certain deductions, at regular U.S. federal income tax rates. If a Non-U.S. Holder is a corporation, its earnings and profits that are attributable to the effectively connected income (subject to certain adjustments) may be subject to an additional U.S. branch profits tax at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty). Any gain described in clause (B) above (net of certain U.S.-source losses) will be taxed at a flat rate of 30% (or such lower rate as may be specified by an applicable income tax treaty).

FIRPTA. In general, Non-U.S. Holders could be subject to tax under the Foreign Investment in Real Property Tax Act of 1980 (“FIRPTA”) with respect to the exchange of Common Stock for Series B Preferred Stock if the shares of Common Stock are “United States real property interests” (within the meaning of FIRPTA) (“USRPIs”). Generally, shares of a “United States real property holding corporation” (as defined in the Code) (“USRPHC”) are USRPIs. However, shares of our Common Stock will not be treated as USRPIs, and a Non-U.S. Holder generally will not be subject to tax under FIRPTA with respect to shares of our Common Stock exchanged in the Offer, if the Common Stock is “regularly traded” on an established securities market and such Non-U.S. Holder owned, actually and constructively, 5% or less of the Common Stock at all times during a specified testing period. Our Common Stock is “regularly traded” on an established securities market. Even if our Common Stock constitutes a USRPI with respect to a Non-U.S. Holder owing, actually and constructively, more than 5% of the Common Stock at all times during a specified testing period, such Non-U.S. Holder generally will not be subject to tax under FIRPTA upon an exchange of Common Stock for our Series B Preferred Stock provided that the Series B Preferred Stock received in the Offer also constitutes a USRPI, and that certain FIRPTA reporting requirements are met. If the gain on the exchange of the Common Stock were taxed under FIRPTA, a Non-U.S. Holder would be taxed in the same manner as U.S. Holders with respect to such gain.

The Company

Loss and Credit Carryforwards. Federal and state tax laws impose restrictions on the utilization of net operating loss, capital loss and tax credit carryforwards in the event of an “ownership change” for U.S. federal income tax purposes as defined by Section 382 of the Code. Under Section 382 of the Code, if we undergo an “ownership change,” our ability to use our pre-change loss carryforwards, recognized built-in losses and other pre-change tax attributes to offset our post-change income may be severely limited. Generally, there is an ownership change if, immediately after any owner shift involving a 5-percent shareholder or any equity structure shift (A) the percentage of the stock of the loss corporation owned by 1 or more 5-percent shareholders has increased by more than 50 percentage points, over (B) the lowest percentage of stock of the loss corporation (or any predecessor corporation) owned by such shareholders at any time during the testing period. The limitations under Section 382 of the Code generally do not prevent the use of our net operating loss carryforwards to offset certain gains (known as “built-in gains”) recognized by us within five years of an ownership change with respect to assets held by us at the time of such ownership change, but only to the extent of our “net unrealized built-in gains” at the time of such ownership change. Depending on the number of shares of Common Stock that are exchanged, consummation of the Offer may result in an ownership change under Section 382 of the Code.

Excise Tax on Stock Repurchases. On August 16, 2022, the Inflation Reduction Act of 2022 (the “IRA”) was signed into federal law. The IRA provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases, including redemptions, of stock by publicly traded domestic corporations and certain domestic subsidiaries of publicly traded foreign corporations after December 31, 2022. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from whom shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. Therefore, we do not expect to be subject to a material amount of such excise tax in connection with the Offer.

Ownership of Series B Preferred Stock

U.S. Holders

Dividend Payments. Distributions with respect to the Series B Preferred Stock will constitute dividends for U.S. federal income tax purposes to the extent made out of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. If a distribution exceeds our current and accumulated earnings and profits, the excess will be treated as a non-taxable return of capital to the extent of the U.S. Holder’s tax basis in the Series B Preferred Stock, causing a reduction in the adjusted tax basis of such U.S. Holder’s Series B Preferred Stock, but not below zero. Any remaining excess will be treated as capital gain and will be treated as described below under “— Ownership of Series B Preferred Stock — U.S. Holders — Gain on Disposition of Series B Preferred Stock.” For amounts treated as dividends, a corporate U.S. Holder will be eligible for the dividends-received deduction and a noncorporate U.S. Holder will qualify for taxation at preferential rates, in each case if it meets certain holding period and other applicable requirements.

Redemption of Series B Preferred Stock. Subject to the potential application of Section 306 of the Code to the Series B Preferred Stock, discussed below, a redemption of the Series B Preferred Stock for cash will be treated as a sale or exchange (and taxed in accordance with the rules described below under “— Ownership of Series B Preferred Stock — U.S. Holders — Gain on Disposition of Series B Preferred Stock”) if, taking into account the constructive ownership rules of Section 318 of the Code, the redemption (a) results in a complete termination of the U.S. Holder’s interest in the Company under Section 302(b)(3) of the Code, (b) results in a substantially disproportionate redemption of stock with respect to the U.S. Holder under Section 302(b)(2) of the Code or (c) is “not essentially equivalent to a dividend” with respect to the U.S. Holder under Section 302(b)(1) of the Code. If the redemption is not treated as a sale or exchange, it will be taxable as a distribution in accordance with the rules described above under “— Ownership of Series B Preferred Stock — U.S. Holders — Dividend Payments,” in which case the U.S. Holder’s tax basis in the redeemed shares may likely be allocable only to the U.S. Holder’s remaining Series B Preferred Stock, if any, although the treatment remains uncertain under current guidance.

Gain on Disposition of Series B Preferred Stock. Subject to the potential application of Section 306 of the Code to the Series B Preferred Stock, discussed below, if a U.S. Holder sells or otherwise disposes of Series B Preferred Stock (other than by redemption as discussed above), a U.S. Holder generally will recognize capital gain or loss equal to the difference between the amount realized upon the disposition and its adjusted tax basis of the Series B Preferred Stock. Capital gain of a noncorporate U.S. Holder generally is taxed at preferential rates if the U.S. Holder has a holding period greater than one year.

Section 306 Stock. Section 306 of the Code will generally apply to a sale or other disposition of the Series B Preferred Stock if such stock is treated as “Section 306 stock” within the meaning of Section 306(c) of the Code. In general, stock will be Section 306 stock if it is stock that is “not common stock” and satisfies certain other requirements described in Section 306(c)(1)(B) of the Code. The IRS has ruled that stock is other than common stock for this purpose if the stock does not participate in corporate growth to any significant extent. If the Series B Preferred Stock is treated as stock other than common stock, the Series B Preferred Stock received by a U.S. Holder in the Offer will generally be treated as Section 306 stock if, in a hypothetical transaction otherwise identical to the Offer in which the U.S. Holder received an equivalent amount of cash as a substitute for the Series B Preferred Stock, the receipt of such cash would be treated as a dividend (and not as a sale or exchange) for U.S. federal income tax purposes (the cash substitution test). Whether a U.S. Holder’s hypothetical receipt of cash would be treated as a dividend and, accordingly, whether the U.S. Holder meets the cash substitution test, will be determined under the principles of Section 302(b) of the Code, as described above under “Ownership of Series B Preferred Stock — U.S. Holders — Redemption of Series B Preferred Stock,” and will generally depend upon the U.S. Holder’s particular circumstances.

If the Series B Preferred Stock constitutes Section 306 stock, Section 306 of the Code may apply potentially to prohibit capital gain treatment on a subsequent disposition of the Series B Preferred Stock received in the Offer, in which case the amount realized by a U.S. Holder (without reduction by the U.S. Holder’s tax basis in such stock) on a subsequent taxable disposition of such stock would generally be treated as either:

•        dividend income, if such disposition is a redemption, to the extent of our available earnings and profits at such time; or

•        ordinary income, if such disposition is other than a redemption, to the extent that the U.S. Holder’s earlier receipt of the Series B Preferred Stock in the Offer would have been treated as a dividend if we had distributed cash in lieu of the Series B Preferred Stock in the Offer.

However, even if the Series B Preferred Stock is treated as Section 306 stock, the foregoing treatment may not apply if the U.S. Holder establishes to the satisfaction of the IRS that neither the Offer nor the subsequent disposition of the Series B Preferred Stock is pursuant to a plan of which the avoidance of U.S. federal income tax is one of the principal purposes.

Information Reporting and Backup Withholding. Certain U.S. Holders will be subject to information reporting with respect to the payment of dividends on our Series B Preferred Stock and the payment of proceeds on the sale or other disposition of shares of our Series B Preferred Stock. Backup withholding may apply unless the U.S. Holder provides proof of an applicable exemption or a correct taxpayer identification number, and otherwise complies with applicable requirements of the backup withholding rules.

Backup withholding is not an additional tax. Any amount withheld under the backup withholding rules from a payment to a U.S. Holder is allowable as a credit against such holder’s U.S. federal income tax liability, which may entitle the U.S. Holder to a refund if the amount of taxes withheld exceed the U.S. Holder’s actual tax liability, provided that the U.S. Holder timely provides the required information to the IRS.

Non-U.S. Holders

Dividend Payments. Distributions with respect to the Series B Preferred Stock will constitute dividends for U.S. federal income tax purposes to the extent made out of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Generally, distributions treated as dividends and paid to a Non-U.S. Holder with respect to our Series B Preferred Stock will be subject to a 30% U.S. withholding tax, or such lower rate as may be specified by an applicable tax treaty. To the extent that the amount of a distribution with respect to our Series B Preferred Stock exceeds our current and accumulated earnings and profits, such distribution will be treated first as a tax-free return of capital to the extent of the Non-U.S. Holder’s adjusted tax basis in such Series B Preferred Stock and thereafter as gain from the sale or exchange of Series B Preferred Stock, the tax treatment of which is discussed below under “— Gain on Disposition of Series B Preferred Stock.” To receive the benefit of a reduced treaty rate, a Non-U.S. Holder must provide the applicable withholding agent with an IRS Form W-8BEN, IRS Form W-8BEN-E, or other appropriate version of IRS Form W-8 certifying qualification for the reduced rate.

Dividends that are effectively connected with a trade or business conducted by a Non-U.S. Holder within the U.S., and, to the extent an applicable tax treaty provides, attributable to a permanent establishment or fixed base maintained by the Non-U.S. Holder in the U.S., generally will be subject to U.S. federal income tax on a net basis at the gradual ordinary rates generally applicable to U.S. Holders, but will not be subject to U.S. withholding tax if certain certification requirements are satisfied. A Non-U.S. Holder generally can meet the certification requirements by providing a properly executed IRS Form W-8ECI or appropriate substitute form to the applicable withholding agent. A Non-U.S. Holder that is a corporation may also be subject to a branch profits tax at a 30% rate (or such lower rate as may be specified by an applicable tax treaty) on its “effectively connected earnings and profits,” subject to certain adjustments.

A Non-U.S. Holder of shares of Series B Preferred Stock may obtain a refund of any excess amounts withheld under these rules if the Non-U.S. Holder is eligible for a reduced rate of U.S. withholding tax and an appropriate claim for refund is timely filed with the IRS.

Redemption of Series B Preferred Stock. Subject to the potential application of Section 306 of the Code to the Series B Preferred Stock, discussed below, a redemption of the Series B Preferred Stock for cash will be treated as a sale or exchange (and taxed in accordance with the rules described below under “— Gain on Disposition of Series B Preferred Stock”) if, taking into account the constructive ownership rules of Section 318 of the Code, the redemption (a) results in a complete termination of the Non-U.S. Holder’s interest in the Company under Section 302(b)(3) of the Code, (b) results in a substantially disproportionate redemption of stock with respect to the Non-U.S. Holder under Section 302(b)(2) of the Code or (c) is “not essentially equivalent to a dividend” with respect to the Non-U.S. Holder under Section 302(b)(1) of the Code. If the redemption is not treated as a sale or exchange, it will be taxable as a distribution in accordance with the rules described above under “— Ownership of Series B Preferred Stock — Non-U.S. Holders — Dividend Payments,” in which case the U.S. Holder’s tax basis in the redeemed shares may likely be allocable only to the U.S. Holder’s remaining Series B Preferred Stock, if any, although the treatment remains uncertain under current guidance.

Gain on Disposition of Series B Preferred Stock. Subject to the potential application of Section 306 of the Code to the Series B Preferred Stock, discussed below, a Non-U.S. Holder generally will not be subject to U.S. federal income or withholding tax on any gain realized on the sale, exchange or other taxable disposition (other than a redemption as discussed above) of Series B Preferred Stock unless:

•        the gain is effectively connected with a trade or business conducted by the Non-U.S. Holder in the U.S. and, if required by an applicable tax treaty, is attributable to a permanent establishment or fixed base maintained by such Non-U.S. Holder in the U.S.;

•        the Non-U.S. Holder is an individual who is present in the U.S. for a period or periods aggregating 183 days or more during the calendar year in which the sale or disposition occurs and certain other conditions are met; or

•        our Series B Preferred Stock constitutes a USRPI (as defined above under “— Tax Consequences of Exchange in the Offer — Non-U.S. Holders — FIRPTA”) by reason of our status as a USRPHC (as defined above under “— Tax Consequences of Exchange in the Offer — Non-U.S. Holders — FIRPTA”) for U.S. federal income tax purposes and certain other conditions are met.

A Non-U.S. Holder whose gain is described in the first bullet point above will be subject to U.S. federal income tax on the gain derived on a net income basis at the regular graduated rates, unless an applicable tax treaty provides otherwise. If such Non-U.S. Holder is a foreign corporation, it may also be subject to a branch profits tax (at a 30% rate or such lower rate as specified by an applicable tax treaty) on its effectively connected earnings and profits attributable to such gain, as adjusted for certain items. A Non-U.S. Holder described in the second bullet point above will be subject to a 30% U.S. federal income tax (or such lower rate as may be specified by an applicable tax treaty) on the gain derived from the sale, which may be offset by certain U.S.-source capital losses. With respect to the third bullet point above, if Series B Preferred Stock will be regularly traded on an established market, see discussion above under “— Tax Consequences of Exchange in the Offer — Non-U.S. Holders — FIRPTA”. If the Series B Preferred Stock will not be regularly traded on an established market, Non-U.S. Holders could potentially be subject tax under FIRPTA if we are a USRPHC.

Section 306 Stock. A payment made to a Non-U.S. Holder disposing of the Series B Preferred Stock may be treated as a dividend, rather than as a payment in exchange for such stock, in the circumstances discussed above under “— Ownership of Series B Preferred Stock — U.S. Holders — Section 306 Stock”), in which case the payment would be subject to U.S. federal income tax in the manner described above under “— Ownership of Series B Preferred Stock — Non-U.S. Holders — Dividend Payments.”

Information Reporting and Backup Withholding. Information returns will be filed annually with the IRS in connection with our payment of dividends on the Series B Preferred Stock. Copies of these information returns may also be made available under the provisions of a specific tax treaty or other agreement to the tax authorities of the country in which a Non-U.S. Holder is a resident for tax purposes. Unless a Non-U.S. Holder complies with certification procedures to establish that it is not a U.S. person, information returns may be filed with the IRS in connection with the proceeds from a sale or other disposition, including redemption, of the shares of Series B Preferred Stock, and the

Non-U.S. Holder may be subject to backup withholding on payments of dividends on the shares of Series B Preferred Stock or on the proceeds from a sale or other disposition of the Series B Preferred Stock. The certification procedures required to claim the exemption from withholding tax on dividends described above will satisfy the certification requirements necessary to avoid the backup withholding as well.

Backup withholding is not an additional tax. The amount of any backup withholding from a payment to a Non-U.S. Holder may be allowed as a credit against the Non-U.S. Holder’s U.S. federal income tax liability or may entitle the Non-U.S. Holder to a refund, provided that the required information is furnished to the IRS in a timely manner.

STOCKHOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISOR TO DETERMINE THE TAX CONSEQUENCES OF THE OFFER AS WELL AS THE OWNERSHIP OF THE SERIES B PREFERRED STOCK IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES, INCLUDING THE APPLICATION OF FEDERAL, STATE, LOCAL AND FOREIGN TAX LAWS.

PLAN OF DISTRIBUTION

We are relying on Section 3(a)(9) of the Securities Act to exempt the issuance of Series B Preferred Stock in the Offer from the registration requirements of the Securities Act. We are also relying on Section 18(b)(4)(E) of the Securities Act, to provide a pre-emption of the registration and qualification requirements of the state securities laws for the issuance of the Series B Preferred Stock in the Offer. We have no contract, arrangement, or understanding relating to, and will not, directly or indirectly, pay any commission or other remuneration to any broker, dealer, salesperson, agent, or any other person for soliciting tenders in the Offer. In addition, none of our financial advisors and no broker, dealer, salesperson, agent, or any other person, is engaged or authorized to express any statement, opinion, recommendation, or judgment with respect to the relative merits and risks of the Offer.

We have agreed to pay all our expenses incident to the Offer. We have not agreed to pay any commissions or concessions of any broker or dealers.

WHERE TO FIND AVAILABLE INFORMATION

We are subject to the information reporting requirements of the Exchange Act applicable to U.S. domestic issuers and, as such, file Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements on Schedule 14A and other information with the SEC. These reports and proxy statements are available free of charge through our website at www.elevaibio.com as soon as reasonably practicable after we file them with, or furnish them to, the SEC. The information on our website is not incorporated by reference in this Offer to Exchange. Our website and the information contained on, or that can be accessed through, our website will not be deemed to be incorporated by reference into, and are not considered part of, this Offer to Exchange and, as a result, you should not rely on any such information in making your decision whether to exchange your securities. In addition, our filings with the SEC are available on the SEC’s website at www.sec.gov, which contains reports, proxy and other information regarding the Company and other issuers that file electronically with the SEC.

INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents filed by the Company with the SEC are incorporated herein by reference and shall be deemed to be a part hereof:

•        Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed by the Company with the SEC on March 29, 2024;

•        Quarterly Reports on Form 10-Q for the quarter ended March 31, 2024, filed by the Company with the SEC on May 15, 2024, and for the quarter ended June 30, 2024, filed by the Company with the SEC on August 14, 2024;

•        Current Reports on Form 8-K filed by the Company with the SEC on each of January 22, 2024, March 7, 2024, May 2, 2024, May 9, 2024, May 24, 2024, June 20, 2024, June 26, 2024, July 12, 2024, August 2, 2024, August 5, 2024, August 26, 2024, September 25, 2024 and October 3, 2024.

•        The description of our Common Stock contained in our Form 8-A12B filed with the SEC on November 20, 2023.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein, or contained in this Offer to Exchange, shall be deemed to be modified or superseded for purposes of this Offer to Exchange to the extent that a statement contained herein or in any document or report that also is, or is deemed to be, incorporated by reference herein modifies or supersedes such statement. Any statement so modified shall not be deemed to constitute a part of this Offer to Exchange, except as so modified or superseded.

You may obtain any document incorporated herein by reference by contacting the SEC as described above under “Where to Find Available Information” or by contacting Elevai Labs Inc., 120 Newport Center Drive, Ste. 250 Newport Beach, CA 92660; Tel: (866) 794-4940; Attention: Graydon Bensler. The Company will provide the documents incorporated by reference, without charge, upon written or oral request.

Exhibit (a)(1)(D)

NOTICE OF GUARANTEED DELIVERY
OF SHARES OF COMMON STOCK OF
ELEVAI LABS, INC.

This Notice of Guaranteed Delivery, or one substantially in the form hereof, must be used to participate in the Offer to Exchange shares of Common Stock (CUSIP: 28622K104) (the “Common Stock”) of Elevai Labs, Inc. (the “Company”) for shares of Series B Preferred Stock if:

•        The Common Stock are not immediately available or Common Stock holders cannot deliver the Common Stock to VStock Transfer, LLC (the “Exchange Agent”) prior to 5 p.m. Eastern Standard Time on November 27, 2024 (the “Expiration Date”); or

•        Time will not permit all required documents, including but not limited, to a properly completed and duly executed Letter of Transmittal, to reach the Exchange Agent prior to the Expiration Date.

IF NECESSARY, MAIL, HAND DELIVER, OR COURIER
THIS NOTICE OF GUARANTEED DELIVERY TO:

VStock Transfer, LLC
18 Lafayette Place
Woodmere, New York 11598
(212) 828-8436

For this notice to be validly delivered, it must be received by the Exchange Agent at the above address prior to the Expiration Date. Delivery of this notice to another address or receipt by the Exchange Agent after the Expiration date will not constitute a valid delivery.

By signing this Notice of Guaranteed Delivery, you agree to tender the number of shares of Common Stock set forth below in exchange for shares of Series B Preferred Stock, in accordance with the terms and conditions described in the Offer to Exchange.

All authority to be conferred by this Notice of Guaranteed Delivery shall not be affected by, and shall survive, the death or incapacity of the undersigned, and every obligation of the undersigned under this Notice of Guaranteed Delivery shall be binding upon the heirs, executors, administrators, trustees in bankruptcy, personal and legal representatives, successors and assigns of the undersigned.

[Remainder of page left intentionally blank]

PLEASE COMPLETE AND SIGN

Exhibit (a)(1)(E)

AMENDED AND RESTATED LETTER OF TRANSMITTAL
For Common Stock

ELEVAI LABS INC.

Offer to Exchange Common Stock for Series B Preferred Stock

VSTOCK TRANSFER, LLC

If delivering via Registered, Overnight Mail or First Class Mail:

VStock Transfer, LLC
18 Lafayette Place
Woodmere, New York 11598

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE EXCHANGE AGENT FOR THE OFFER.

PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL, INCLUDING THE ACCOMPANYING INSTRUCTIONS, CAREFULLY BEFORE COMPLETING.

Odd Lot Holders

Stockholders holding fewer than 100 Shares (an “odd lot”) who exchange (and do not withdraw) all of their shares of Common Stock (also known as “Odd Lot Holders”) may have their shares accepted for exchange before any pro-rata reduction in the exchange of other exchanged shares if the Offer to Exchange is oversubscribed. This preference is not available to partial exchanges or to beneficial or record holders of 100 or more shares in the aggregate even if these holders have separate accounts each representing fewer than 100 shares. Accordingly, this section is to be completed only if Shares are being tendered by or on behalf of a person owning, beneficially or of record, an aggregate of fewer than 100 shares. By checking the appropriate box below, the undersigned certifies that:

This Letter of Transmittal (this “Letter of Transmittal”) is being delivered to you in connection with the Offer by Elevai Labs Inc 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 the Offer for one share of Series B Preferred Stock (the “Offer”), upon the terms and subject to the conditions set forth in the Offer. Each holder

validly tendered and not validly withdrawn prior to one minute following 11:59 p.m. (12:00 midnight), New York City time, on the Expiration Date shall receive Series B Preferred Stock, subject to prorating. A stockholder who desires to tender Common Stock in the Offer must tender all of such stockholder’s Common Stock

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE VALID DELIVERY.

Capitalized terms used but not defined herein shall have the same meaning given them in Second Amended and Restated Offer to Exchange, dated November 4, 2024 (as may be amended and supplemented from time to time, the “Offer” or the “Offer to Exchange”) of Elevai Labs Inc., a Delaware corporation (“we”, “us”, the “Company” or “ELAB”).

THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED. If shares of Common Stock are registered in different names, a separate Letter of Transmittal must be submitted for each registered owner. See Instruction 2 below.

The Offer is made upon the terms and subject to the conditions contained in the Offer Documents and will follow the procedures set forth in the Offer to Exchange, including those included in the section “The Offer”.

All tenders of shares of Common Stock pursuant to the Offer must be received by sstock Transfer LLC. (the “Exchange Agent”) no later than one minute following 11:59 p.m. (12:00 midnight), New York City time, on the Expiration Date. The Company will notify holders of shares of Common Stock of any extension by means of a press release or other public announcement prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date.

The Company may terminate the Offer at any time in its sole discretion.

The method of delivery of shares of Common Stock, Letters of Transmittal and all other required documents are at the election and risk of the holders of shares of Common Stock. It is recommended that registered mail properly insured, with receipt requested, be used. In all cases, sufficient time should be allowed to assure timely delivery. The Letter of Transmittal should not be sent to the Company.

A properly completed and duly executed Letter of Transmittal and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at the address set forth herein no later than one minute following 11:59 p.m. (12:00 midnight), New York City time, on the Expiration Date. Any Letter of Transmittal received after such time will not be accepted.

The undersigned has completed, executed and delivered this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the Offer.

This Letter of Transmittal is to be used if delivery of shares of Common Stock is to be made pursuant to the procedures for book-entry transfer, as described in the Offer to Exchange, to an account maintained by the Exchange Agent (as defined herein). Stockholders must tender their Shares in accordance with the guaranteed delivery procedures described in the Offer to Exchange. See Instruction 2.

Name(s) of Registered Holder(s):

Date of Execution of Notice of Guaranteed Delivery:

If delivered by book-entry transfer check box: ☐

NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE
ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

Upon the terms and subject to the conditions of the Offer, the undersigned hereby tenders to the Exchange Agent the shares of Common Stock indicated below pursuant to the Offer.

Subject to and effective upon the acceptance for exchange of and exchange of validly tendered shares of Common Stock, by executing and delivering a Letter of Transmittal, the undersigned (i) irrevocably sells, assigns and transfers, upon the order of the Company, all rights, titles and interests in and to all the tendered shares of Common Stock, (ii) waives any and all rights with respect to the shares of Common Stock tendered and (iii) releases and waives any and all claims or causes of action of any kind whatsoever, whether known or unknown that, directly or indirectly, arising out of or are in any manner connected with your or your successors’ and assigns’ ownership or acquisition of the shares of Common Stock, including any related transaction, event, circumstance, action, failure to act or occurrence of any sort or type, in each case, that you, your successors and your assigns have, may have or may have had against us or any of our affiliates, directors, officers, associates, counsel or agents or representatives, whether current or former.

The undersigned acknowledges and agrees that the tender of shares of Common Stock made hereby may not be withdrawn except in accordance with the procedures set forth in the Offer to Exchange.

The undersigned represents and warrants that the undersigned has full power and authority to legally tender, sell, assign and transfer the shares of Common Stock tendered hereby and to acquire the Series B Preferred Stock issuable upon the exchange of such tendered shares of Common Stock, and that, when and if the shares of Common Stock tendered hereby are accepted for exchange, the Company will acquire good and unencumbered title to the tendered shares of Common Stock free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim or right. The undersigned also warrants that the undersigned will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Company to be necessary or desirable to transfer ownership of such shares of Common Stock.

The undersigned understands that the issuance of Series B Preferred Stock upon exchange of the shares of Common Stock is exempt from registration pursuant to Section 3(a)(9) of the Securities Act. The Company has no contract, arrangement or understanding relating to, and will not, directly or indirectly, pay any commission or other remuneration to any broker, dealer, salesperson, agent or any other person for soliciting tenders in the Offer. No broker, dealer, salesperson, agent or other person, is engaged or authorized to express any statement, opinion, recommendation or judgment with respect to the relative merits and risks of the Offer.

All authority conferred or agreed to be conferred in this Letter of Transmittal shall survive the death or incapacity of the undersigned and all obligations of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators and legal representatives of the undersigned.

The Company may terminate the Offer at any time in its sole discretion. The Company may not be required to accept all or any of the shares of Common Stock tendered hereby.

The undersigned understands that a valid tender of shares of Common Stock not made in acceptable form and risk of loss therefore does not pass until receipt by the Exchange Agent of this Letter of Transmittal, duly completed, dated and signed, together with all accompanying evidences of authority, including any other required documents. All questions as to the validity, form and eligibility of any tender of the shares of Common Stock hereunder (including time of receipt) and acceptance of tenders and withdrawals of shares of Common Stock will be determined by the Company in its sole discretion (which may delegate the power to make any determination in whole or in part to the Exchange Agent) and such determination shall be final and binding.

Questions and requests for assistance or for additional copies of the Offer to Exchange and this Letter of Transmittal may be directed to the Exchange Agent, whose addresses and telephone numbers appear on the final page of this Letter of Transmittal. See Instruction 6 below.

PLEASE SIGN HERE
(To be completed by all stockholders)

Signature(s):

(Signature(s) of Stockholder(s))

Dated:                , 2024

(Must be signed by registered holder(s) exactly as the name(s) appear(s) on a security position listing or by person(s) authorized to become registered holder(s) by certificate(s) and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of corporations or other person acting in a fiduciary or representative capacity, please provide the following information and see Instruction 5.)

(See Form W-9)

GUARANTEE OF SIGNATURE(S)
(If Required — See Instructions 1 and 5)

FOR USE BY FINANCIAL INSTITUTIONS ONLY.
PLACE MEDALLION GUARANTEE IN SPACE BELOW.

INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER

1.            Delivery of Letter of Transmittal. This Letter of Transmittal is to be completed by holders of shares of Common Stock. A properly completed and duly executed Letter of Transmittal and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at the address set forth herein no later than one minute following 11:59 p.m. (12:00 midnight), New York City time, on the Expiration Date.

THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT THE ELECTION AND RISK OF THE TENDERING HOLDER. IT IS SUGGESTED THAT THE TENDERING HOLDER USE PROPERLY INSURED, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED AND THAT SUFFICIENT TIME BE ALLOWED TO ASSURE TIMELY DELIVERY. NO ALTERNATIVE, CONDITIONAL OR CONTINGENT TENDERS OF SHARES OF COMMON STOCK WILL BE ACCEPTED. EXCEPT AS OTHERWISE PROVIDED BELOW, DELIVERY WILL BE MADE WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT. THIS LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS SHOULD BE SENT ONLY TO THE EXCHANGE AGENT, NOT TO THE COMPANY.

Shares of Common Stock tendered pursuant to the Offer may be withdrawn at any time prior to one minute following 11:59 p.m. (12:00 midnight), New York City time, on the Expiration Date, or such other time if this date is extended by the Company as described in the Offer to Exchange under the caption “The Offer — Expiration Date; Extensions; Amendments”. In order to be valid, a notice of withdrawal of tendered shares of Common Stock must comply with the requirements set forth in the Offer to Exchange under the caption “The Offer — Right of Withdrawal”.

2.            Signatures on Letter of Transmittal, Powers and Endorsements. This Letter of Transmittal must be signed by or on behalf of the registered holder(s) of the shares of Common Stock tendered hereby.

If any of the shares of Common Stock tendered hereby are registered in the name of two or more holders, all such holders must sign this Letter of Transmittal. If this Letter of Transmittal or any shares of Common Stock or powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Company, proper evidence satisfactory to the Company of its authority so to act must be submitted with this Letter of Transmittal.

3.            Signatures for Name Change. For a correction of name or a change in name which does not involve a change in ownership, you may proceed as follows: for a change in name by marriage, etc., this Letter of Transmittal should be signed, e.g., “Mary Doe, now by marriage, Mary Jones.” For a correction in name, this Letter of Transmittal should be signed, e.g., “James E. Brown, incorrectly inscribed as J. E. Brown.”

You should consult your own tax advisor as to possible tax consequences resulting from the issuance of the Series H Preferred Stock, as described above.

4.            Transfer Taxes. The Company is not aware of any obligation of holders who tender their shares of Common Stock in the Offer to pay any transfer taxes. However, if any transfer tax would apply to the exchange offer, then the amount of any transfer taxes, whether imposed on the registered owner or any other persons, will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption from them is not submitted to the Company by the tendering holder, the amount of such transfer taxes will be billed directly to the tendering holder.

5.            Validity of Tender; Irregularities. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for exchange of any tendered shares of Common Stock pursuant to any of the procedures described above, and the form and validity (including time of receipt of notices of withdrawal) of all documents will be determined by the Company in its sole discretion (and the Company may delegate the power to make any determination in whole or in part to the Exchange Agent). Any such determination will be final and binding. A holder’s tender will not be deemed to have been validly made until all defects or irregularities in such tender have been cured or waived. Neither the Company, the Exchange Agent, the Information Agent nor any other person or entity is under any duty to give notification of any defects or irregularities in any tender or withdrawal of any shares of Common Stock, or will incur any liability for failure to give any such notification. The Company reserves the absolute right to reject any or all

tenders of any shares of Common Stock determined by the Company not to be in proper form, or if the acceptance of or exchange of such shares of Common Stock may, in the opinion of the Company’s counsel, be unlawful. The Company also reserves the right to waive any conditions to the Offer that the Company is legally permitted to waive.

6.            Additional Copies. Additional copies of this Letter of Transmittal may be obtained from the Exchange Agent at the address listed below.

7.            Important Tax Information. Under U.S. federal income tax law, each tendering holder is required to either (i) provide its correct taxpayer identification number (“TIN”) by completing the copy of the Form W-9 attached to this Letter of Transmittal, certifying that (1) it is a “United States person” (as defined in section 7701(a)(30) of the Code), (2) the TIN provided is correct (or that such U.S. holder is awaiting a TIN) and (3) that it is exempt from backup withholding because (a) it has not been notified by the IRS that it is subject to backup withholding as a result of a failure to report all interest or dividends, or (b) it has been notified by the IRS that it is no longer subject to backup withholding or (ii) otherwise establish an exemption. Failure to provide the information on the Form W-9 may subject the tendering holder to a $50 penalty imposed by the IRS and backup withholding at a rate of 24% on the cash received pursuant to the Offer. If a holder makes a false statement that results in no imposition of backup withholding, and there was no reasonable basis for such statement, a $500 penalty may also be imposed by the IRS, in addition to any criminal penalty provided by law.

Certain tendering holders (including, among others, all corporations and certain “Non-U.S. Holders” (as such term is defined in the Offer to Exchange)) are exempt recipients not subject to backup withholding on the receipt of cash pursuant to the Offer. In order for a Non-U.S. Holder to qualify for this exemption, it must submit a properly completed IRS Form W-8 BEN or Form W-8BEN-E or other Form W-8 to the Exchange Agent, certifying under penalties of perjury to the tendering holder’s exempt status. Such Form may be obtained from the website maintained by the IRS at www.irs.gov. Exempt holders, other than Non-U.S. Holders, should furnish their TIN, write “exempt” on the face of the Form W-9 below and sign, date and return the Form W-9 to the Exchange Agent. See the enclosed copy of the Form W-9, Request for Taxpayer Identification Number and Certification, and the Instructions to Form W-9 for additional instructions.

Non-U.S. Holders that are eligible for a reduced rate of U.S. federal withholding tax on dividends based on the provisions of a tax treaty with the United States should provide a duly executed IRS Form W-8BEN or Form W-8BEN-E and should complete Part II of Form W-8BEN or Part III of Form W-8BEN-E to claim benefits under an applicable tax treaty. A copy of IRS Form W-8BEN can be found on the IRS website at the following link http://www.irs.gov/pub/irs-pdf/fw8ben.pdf, and a copy of IRS Form W-8BEN-E can be found on the IRS website at the following link http://www.irs.gov/pub/irs-pdf/fw8bene.pdf. A Non-U.S. Holder should consult their own tax advisor regarding their eligibility to claim tax treaty benefits as well as any questions relating to Form W-8BEN or Form W-8BEN-E.

Backup withholding is not an additional tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained by such holder from the IRS upon filing an income tax return, provided that the applicable information and forms are provided to the IRS and other requirements are satisfied.

SEE THE ENCLOSED FORM W-9, REQUEST FOR TAXPAYER IDENTIFICATION NUMBER AND CERTIFICATION, FOR ADDITIONAL INFORMATION AND INSTRUCTIONS.

8.            Withdrawal of Tenders. For a withdrawal of tendered shares of Common Stock to be effective, a written notice of withdrawal must be received by the Exchange Agent no later than one minute following 11:59 p.m. (12:00 midnight), New York City time, on the Expiration Date at its address set forth on the cover of this Letter of Transmittal. Any such notice of withdrawal must: (i) specify the name of the person who tendered the shares of Common Stock to be withdrawn, (ii) contain the description of the shares of Common Stock to be withdrawn, and (iii) be signed by the holder of such shares of Common Stock in the same manner as the original signature on the Letter of Transmittal by which such shares of Common Stock were tendered. If the shares of Common Stock to be withdrawn have been delivered or otherwise identified to the Exchange Agent, a signed notice of withdrawal is effective immediately upon written notice of such withdrawal even if physical release is not yet effected.

Exhibit (a)(5)(B)

Elevai Labs Inc. Announces Update and Extension of Pending Offer to Exchange

NEWPORT BEACH, Calif., November 4, 2024 (GLOBE NEWSWIRE) — Elevai Labs, Inc. (NASDAQ: ELAB) (“Elevai” or the “Company”), a leader in medical aesthetics, announced today that it is has amended and restated the Offer to Exchange, including extending the expiration date, of its 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”), with each share of Common Stock being exchangeable in for one share of Series B Preferred Stock. The terms and conditions of the Offer are described in the Amended and Restated Offer to Exchange dated November 4, 2024 (“Amended and Restated Offer to Exchange”) and the related Letter of Transmittal, as they may be amended or supplemented from time to time (the Amended and Restated Offer to Exchange, together with the Letter of Transmittal, the “Offer Documents”).The change to the Offer is that the expiration date of the Offer has been extended to one minute after 11:59 p.m. (12:00 midnight) New York City time on Wednesday November 27, 2024 unless further extended. The Offer was previously scheduled to expire at one minute after 11:59 p.m. (12:00 midnight) New York City time on November 4, 2024.

Important Overview of the Exchange Offer and Terms

The Series B Preferred Stock are Restricted and Non-Tradeable:    Any Series B Preferred Stock issued in this Offer will be restricted, meaning there will be no active market for shareholders to sell the Series B Preferred Stock. The Company may extend this lock-up period as needed.

Potential Extension of the Offering:    The Company may need to extend the Offer beyond the current deadline.

Adjustment of Common Stock on a Pro Rata Basis:    If the total amount of Series B Preferred Stock issued exceeds the available allocation, the shares of Common Stock may be adjusted proportionally. For example, if a shareholder of Common Stock holds 100 shares, and the Series B Preferred Stock allocation is oversubscribed, such shareholder may receive fewer than 100 shares of Series B Preferred Stock as part of the Offer. Such shareholder will not receive these lost shares back if such shareholder converts the Series B Preferred Stock back into Common Stock in the future.

Termination of Offering:    The Company could decide to not pursue the Offer in the best interest of the Company and its shareholders.

Absence of Capital Appreciation:    Unlike Common Stock, the Series B Preferred Stock do not provide the right to benefit from any capital appreciation. Shareholders who exchange their Common Stock will forego potential gains if the stock price rises in the future.

Dilution and Future Issuance of Preferred Stock:    The Company has the authority to issue additional series of preferred stock, potentially with preferential rights over the Series B Preferred Stock. This could diminish the value of both Series B Preferred Stock and Common Stock by diluting shareholder value.

No Board Recommendation:    The Board of Directors has not provided a recommendation regarding participation in the Offer. This lack of endorsement may indicate potential uncertainties or a reluctance to promote the Offer directly to shareholders.

This press release is for informational purposes only and shall not constitute an offer to sell or exchange nor the solicitation of an offer to buy the Series B Preferred Stock or any other securities. Any offers of the Series B Preferred Stock will be made only by means of the Amended and Restated Offer to Exchange.

The complete terms and conditions of the Offer are set forth in the Amended and Restated Offer to Exchange that has been filed with the U.S. Securities and Exchange Commission (“SEC”) on Schedule TO. Stockholders of Elevai are strongly encouraged to read the Schedule TO and related exhibits because they contain important information about the Offer. The Schedule TO and related exhibits will be available without charge on the SEC’s website at http://www.sec.gov and will be delivered without charge to all stockholders of Elevai.

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

Statements contained in this press release regarding matters that are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Words such as “believes,” “expects,” “plans,” “potential,” “would” and “future” or similar expressions such as “look forward” are intended to identify forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy, activities of regulators and future regulations and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results. Therefore, you should not rely on any of these forward-looking statements. These and other risks are described more fully in Elevai’s filings with the SEC, including the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 29, 2024, and its other documents subsequently filed with or furnished to the SEC. Investors and security holders are urged to read these documents free of charge on the SEC’s web site at www.sec.gov. All forward-looking statements contained in this press release speak only as of the date on which they were made. Except to the extent required by law, the Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made.

IR Contact:

IR@ElevaiLabs.com

Exhibit (d)

Exhibit 107

EX-FILING FEES

Calculation of Filing Fee Tables

Schedule TO
(Form Type)

ELEVAI LABS INC.
(Exact Name of Registrant as Specified in its Charter)

Table 1 — Transaction Value

____________

*        Estimated solely for purposes of calculating the amount of the filing fee pursuant to Rule 0-11 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), based on the product of (i) $0.034, the average of the high and low prices per share of the Issuer’s Common Stock on November 1, 2024 as reported on The Nasdaq Capital Market and (ii) 15,000,000, the maximum number of shares of Common Stock to be exchanged in the transaction.

**      Calculated at $153.10 per $1,000,000 of the Transaction Valuation, pursuant to Rule 0-11 of the Securities Exchange Act of 1934, as amended.