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PMGC Holdings Inc. (ELAB) is registering up to 5,000,000 shares of common stock for resale by existing investors under a Form S-1/A. The shares include 56,700 commitment shares, 10,300 pre-delivery shares, and up to 4,933,000 additional shares issuable to Streeterville Capital under a secured pre-paid equity purchase facility.
The company is not selling shares in this prospectus and will not receive proceeds from resales, although it has already received net proceeds of $3,990,000 from an initial $5,000,000 pre-paid purchase and may receive up to $20 million in aggregate under the equity facility. ELAB recently increased its authorized common stock to 2,000,000,000 shares and effected a 1-for-3.5 reverse stock split. Its strategy centers on acquiring operating businesses and advancing biotechnology assets, including probiotic candidates EL-22 and EL-32 for muscle preservation in obesity treatment, while managing substantial going-concern and loss history risks.
PMGC Holdings Inc. is registering 236,543 shares of common stock for resale, all issuable upon exercise of outstanding warrants held by selling shareholders. The company is not selling any shares in this offering and will only receive cash if the warrants are exercised, which would total approximately $1.56 million if all are exercised for cash. The warrants have an exercise price of $6.615 per share, become exercisable after shareholder approval, remain outstanding for five years, and are subject to a 9.99% beneficial ownership cap.
PMGC has transformed into a diversified holding company with biotechnology (NorthStrive Biosciences), precision manufacturing (AGA Precision Systems and Pacific Sun Packaging), and investment operations (PMGC Capital). It recently divested its prior Elevai Skincare business to focus on larger-market biotech assets such as EL‑22 and EL‑32. The company faces substantial doubt about its ability to continue as a going concern, with an accumulated deficit of $18,034,757 as of September 30, 2025 and continued losses.
To fund operations and acquisitions, PMGC entered into a secured equity line facility providing up to $20,000,000 in pre‑paid share purchases, received net proceeds of $3,990,000 from an initial $5,000,000 pre‑paid purchase, and raised $1,668,218.50 via warrant inducement transactions. It also increased authorized common stock from 81,632,654 to 2,000,000,000, reserved 8,000,000 shares for the equity facility, and completed cash acquisitions of AGA Precision Systems for $650,000 and Pacific Sun Packaging for $1,148,000 plus an earnout. As of the date of the prospectus, 744,121 shares of common stock are outstanding, which would rise to 980,664 shares if all registered warrant shares are issued.
PMGC Holdings (ELAB) filed its Q3 2025 10‑Q, reflecting a transition to a diversified holding model after selling its skincare business on January 16, 2025. Continuing operations generated $285,948 revenue with $78,030 gross profit, driven by IT packaging and precision machining following the acquisitions of Pacific Sun Packaging and AGA Precision Systems in July.
Operating expenses reached $4,492,173, and net loss from continuing operations was $4,776,319; total net loss was $4,765,130. The company ended the period with $7,700,562 cash, supported by financing cash inflows of $10,116,739. Balance sheet totals were $14,938,018 assets, $6,447,363 liabilities, and $8,490,655 equity.
PMGC closed the first pre‑paid purchase under a $20,000,000 ELOC on September 26, 2025, issuing $5,000,000 principal of 8.5% convertible debt (initial net cash proceeds ~$3,990,000) with an embedded derivative valued at $681,818. Management disclosed substantial doubt about the company’s ability to continue as a going concern, citing ongoing losses and reliance on external financing.
PMGC Holdings Inc. completed an asset acquisition through subsidiary AGA Precision Systems LLC from Indarg Engineering, Inc. on October 26, 2025. The purchase price was $548,000, paid as $350,000 to discharge the seller’s SBA loan, $28,000 to the seller at closing, and a $170,000 two-year promissory note at 8% secured by the acquired equipment, prepayable at AGA’s option.
AGA will hire the seller’s CEO under an employment agreement with base pay, a signing bonus, a discretionary bonus, and eligibility for incentive compensation tied to net income from transactions the executive directly originates. AGA will offer employment to eligible seller employees. The seller agreed to a two-year non-compete and non-solicitation with customary exceptions, and AGA assumed certain post-closing liabilities tied to assigned contracts and a real property lease, as defined. A press release dated October 28, 2025 was furnished.
PMGC Holdings Inc. (ELAB) calls its 2025 annual meeting for December 4, 2025 at 9:30 a.m. Pacific Time as a virtual-only event at www.virtualshareholdermeeting.com/ELAB2025. Stockholders will vote to elect five directors, ratify HTL International, LLC as independent auditor for 2025 and allow the Board to set its remuneration, and approve the ability to adjourn the meeting to solicit additional proxies if needed.
Holders of record as of October 10, 2025 may vote. As of that date, 744,121 shares of Common Stock and 6,372,874 shares of Series B Preferred Stock were outstanding, with each share entitled to one vote and both classes voting together. A quorum requires 33 1/3% of voting power. The Board recommends “FOR” all proposals.
The company completed reverse stock splits on November 27, 2024 (1:200), March 10, 2025 (1:7), and September 2, 2025 (1:3.5), reflecting a combined 1:4,900 adjustment. The 2025 Equity Incentive Plan became effective September 15, 2025, initially reserving 169,281 shares (25% of outstanding as of the effective date) with an annual increase up to 10% of shares outstanding, as determined by the Administrator.
PMGC Holdings (ELAB) amended multiple agreements with affiliates of its Non-Employee CEO/CFO and its Non-Employee, Non-Executive Chairman, effective October 16, 2025. The secondment deals with GB Capital Ltd. and Northstrive Companies Inc. now classify seconded staff as exempt or non-exempt, allow participation in company health plans, and add reimbursements for company car use, office space, mobile phones, and onboarding fees. Each secondment includes a fee equal to 30% of aggregate employment costs, and any additions to approved seconded employees require Board approval.
The consulting agreement for the Non-Employee CEO/CFO with GB Capital adds a monthly housing reimbursement of
PMGC Holdings Inc. (Nasdaq: ELAB) filed a Form S-1 to register up to 5,000,000 shares of common stock for resale by selling security holders, including 56,700 commitment shares, 10,300 pre-delivery shares, and up to 4,933,000 shares issuable to Streeterville under pre-paid purchases. The company is not selling shares in this offering and will not receive proceeds from sales by the selling holders.
PMGC notes a separate equity purchase facility under which the maximum gross proceeds are $20,000,000. The Initial Pre-Paid Purchase of $5,000,000 closed on September 26, 2025, yielding $3,990,000 in net proceeds after fees. The filing highlights potential dilution from future issuances tied to the Purchase Agreement and caps Streeterville’s ownership at 9.99% per the Maximum Percentage provision.
Shares outstanding were 744,121 before this offering, and the table shows 5,677,121 after. ELAB last closed at $9.03 on October 14, 2025. The company discloses a going concern uncertainty and recently increased authorized common stock to 2,000,000,000, with an 8,000,000 share reserve for the facility.
PMGC Holdings Inc. plans its 2025 annual stockholders meeting as a virtual event on December 4, 2025 at 9:30 a.m. Pacific Time. Stockholders will vote to elect five directors (Braeden Lichti, Graydon Bensler, George Kovalyov, Juliana Daley, and Jeffrey Parry), ratify HTL International, LLC as independent auditor for fiscal 2025 and allow the Board to set HTL’s remuneration, and approve a potential adjournment to solicit additional proxies if needed.
Holders of Common Stock and Series B Preferred Stock as of October 10, 2025 may vote, with each share carrying one vote; a quorum requires 33 1/3% of voting power. As of the record date, 744,121 shares of Common Stock and 6,372,874 shares of Series B Preferred Stock were outstanding.
The company completed reverse stock splits on November 27, 2024 (1:200), March 10, 2025 (1:7), and September 2, 2025 (1:3.5), reflected on a combined 1:4,900 basis. The Board includes a majority of Nasdaq-defined independent directors. The 2025 Equity Incentive Plan became effective on September 15, 2025, initially reserving 169,281 shares (25% of outstanding as of that date) with an annual automatic increase up to 10% at the Administrator’s discretion.
PMGC Holdings Inc. (Nasdaq: ELAB) filed Amendment No. 1 to a Form S-1 to register up to 236,543 shares of common stock for resale by selling shareholders. These shares are issuable upon exercise of previously issued warrants. The company is not selling any shares in this registration and will not receive proceeds from any resale by the holders. PMGC states it could receive approximately $1.56 million only if all warrants are exercised for cash.
The warrants have an exercise price of $6.615 per share, become exercisable on or after the Shareholder Approval Date, and expire five years after that date, subject to a 9.99% (or 4.99%) beneficial ownership cap. A reverse stock split of 1:3.5 was effected on September 2, 2025. The company discloses substantial doubt about its ability to continue as a going concern as of December 31, 2024.
As context, shares outstanding were 744,121 before this resale offering and 980,664 after, assuming all registered shares are issued. PMGC also entered into an equity line structure with an initial prepaid purchase of $5,000,000, from which it received net proceeds of $3,990,000.
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