PMGC Holdings: $10.2M loss, going-concern warning
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
PMGC Holdings Inc. (ELAB) reported revenue of $4,518,968 for the nine months ended September 30, 2026, versus $285,948 in the corresponding 2025 period; net loss was $10,151,379, compared with $4,765,130. For the three months ended September 30, 2026, revenue was $2,530,364 versus $285,948 in 2025, and net loss was $2,242,738 versus $2,594,320. Nine-month cash used in operations was $7,226,484, compared with $4,183,881.
PMGC completed the SVM acquisition for total consideration of $3,004,148 and the A&B Aerospace acquisition for $5,338,073. Its subsidiary NorthStrive Acquisition Corp. raised $100,000,000 in an IPO; the proceeds are held in a restricted trust account unavailable for PMGC’s operations. PMGC received $22,929,612 net from pre-paid equity purchases under its equity line facilities. At September 30, 2026, cash was $12,981,851 and convertible debt was $7,259,043. Management said losses, operating cash use and financing needs raise substantial doubt about the company’s ability to continue as a going concern. Its plans include raising financing and acquiring cash-flow-generating assets or businesses; management said there is no guarantee it can raise funds as anticipated.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointNine-month revenue rose to $4,518,968 from $285,948.
- Moderate pointThird-quarter net loss narrowed to $2,242,738 from $2,594,320.
- Minor pointThird-quarter revenue rose to $2,530,364 from $285,948.
Negative
- Major pointNine-month net loss widened to $10,151,379 from $4,765,130.
- Major pointManagement disclosed substantial doubt about continued operations.
- Moderate pointNine-month operating cash use increased to $7,226,484 from $4,183,881.
Filing Explained
Common shares outstanding were 1,168,935 on November 11, after ELOC-related settlements increased the count from 8,070 at year-end.
This unaudited quarterly report shows that ELOC borrowing has already been settled partly with common shares, while
Under the first ELOC, the investor may convert principal and accrued interest at 88% of the lowest VWAP during the preceding 10 trading days; under the second, at 97% of the lowest VWAP during the preceding 5 trading days. If the calculated price is below the applicable floor, the investor may elect cash settlement; the reported debt balance does not mean that balance has already converted.
Common shares outstanding increased from 8,070 at December 31, 2025 to 889,586 at September 30, 2026; the filing reports 775,268 shares issued in partial settlement of pre-paid purchases and 80,000 exchange shares, and reports 1,168,935 shares outstanding on November 11, 2026. Issuing additional shares increases the total share count and reduces an existing holder’s percentage ownership, absent offsetting changes.
Key Figures
Key Terms
going concern basis financial
restricted cash financial
equity line of credit financial
embedded derivative liabilities financial
variable interest entity financial
redeemable noncontrolling interest financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much revenue and net loss did ELAB report for the first nine months of 2026?
What are the terms of PMGC’s second equity line of credit?
Why does PMGC report substantial doubt about continuing as a going concern?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For The Quarterly Period Ended
OR
Commission File Number:
(Exact name of registrant as specified in its charter)
| (State of incorporation) | (I.R.S. Employer Identification No.) |
(Address of principal executive office) (Zip code)
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, during the preceding 12 months (or for such shorter period than the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of November 11, 2026, there were
PMGC Holdings Inc. Quarterly Report on Form 10-Q
TABLE OF CONTENTS
| PART I - FINANCIAL INFORMATION | 1 | ||
| Item 1. | Financial Statements | 1 | |
| Notes to Unaudited Condensed Consolidated Financial Statements | 8 | ||
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 33 | |
| Item 3. | Quantitative and Qualitative Disclosure About Market Risk | 45 | |
| Item 4. | Controls and Procedures | 45 | |
| PART II - OTHER INFORMATION | 46 | ||
| Item 1. | Legal Proceedings | 46 | |
| Item 1A. | Risk Factors | 46 | |
| Item 2. | Recent Sales of Unregistered Securities; Use of Proceeds and Issuer Purchases of Equity Securities | 46 | |
| Item 3. | Defaults Upon Senior Securities | 46 | |
| Item 4. | Mine Safety Disclosures | 46 | |
| Item 5. | Other Information | 46 | |
| Item 6. | Exhibits | 47 | |
| SIGNATURES | 48 | ||
i
Forward-Looking Statements
This Quarterly Report on Form 10-Q (this “Quarterly Report”) of PMGC Holdings Inc. (“we,” “us,” “our,” “PMGC” and the “Company”) contains statements that constitute “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Any statements that are not statements of historical facts may be deemed to be forward-looking statements. These statements appear in several different places in this Quarterly Report and, in some cases, can be identified by words such as “anticipates,” “estimates,” “projects,” “expects,” “contemplates,” “intends,” “believes,” “plans,” “may,” “will” or their negatives or other comparable words, although not all forward-looking statements contain these identifying words. Forward-looking statements in this Quarterly Report may include, but are not limited to, statements and/or information related to: our financial performance and projections; our business prospects and opportunities; our business strategy and future operations; the projection of timing and delivery of products in the future; projected costs; expected production capacity; expectations regarding demand and acceptance of our products; estimated costs of research and development to develop new pipeline products; trends in the market in which we operate; the plans and objectives of management; our liquidity and capital requirements, including cash flows and uses of cash; trends relating to our industry; and plans relating to our current products.
We have based these forward-looking statements on our current expectations about future events on information that is available as of the date of this Quarterly Report, and any forward-looking statements made by us speak only as of the date on which they are made. While we believe these expectations are reasonable, such forward-looking statements are inherently subject to risks and uncertainties, many of which are beyond our control. Our actual future results may differ materially from those discussed or implied in our forward-looking statements for various reasons, including, our ability to change the direction of the Company; our ability to keep pace with new technology and changing market needs; our capital needs, and the competitive environment of our business. Additional factors that could contribute to such differences include, but are not limited to:
| ● | general economic and business conditions, including changes in interest rates; |
| ● | prices of other competitive products, costs associated with research and development of our products and other economic conditions; |
| ● | the effect of an outbreak of disease or similar public health threat, such as any future outbreak of COVID-19 on our business (natural phenomena, including the lingering effects of the COVID-19 pandemic); |
| ● | the impact of political unrest, natural disasters or other crises, terrorist acts, acts of war and/or military operations, and our ability to maintain or broaden our business relationships and develop new relationships with strategic alliances, suppliers, customers, distributors or otherwise; |
| ● | breaches in data security, failure of information security systems, cyber-attacks or other security or privacy-related incidents affecting us or our suppliers; |
| ● | the ability of our information technology systems or information security systems to operate effectively; |
| ● | actions by government authorities, including changes in government regulation; |
| ● | uncertainties associated with legal proceedings; |
| ● | changes in the size of the medical aesthetics, cosmetics and biotechnology market; |
| ● | future decisions by management in response to changing conditions; |
| ● | disruption of supply or shortage of raw materials; |
| ● | the unavailability, reduction or elimination of government and economic incentives; |
| ● | failure to manage future growth effectively; and |
| ● | the other risks and uncertainties detailed from time to time in our filings with the U.S. Securities and Exchange Commission (“SEC”), including, but not limited to, those described under “Risk Factors” in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 30, 2026 (the “Form 10-K”). |
Although management has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There is no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such forward-looking statements. Accordingly, readers should not place undue reliance on forward-looking statements. These cautionary remarks expressly qualify, in their entirety, all forward-looking statements attributable to us or persons acting on our behalf. We do not undertake to update any forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting such statements, except as, and to the extent required by, applicable securities laws.
ii
PART I - FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements of
PMGC Holdings Inc. (formerly Elevai Labs Inc.)
For the nine months ended September 30, 2026, and 2025
(Unaudited - Expressed in United States Dollars)
1
PMGC Holdings Inc. (formerly Elevai Labs Inc.)
Condensed Consolidated Balance Sheets
(Unaudited - Expressed in United States dollars)
| As of: | September 30, 2026 |
December 31, 2025 |
||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | $ | ||||||
| Receivables, net | ||||||||
| Other receivables | ||||||||
| Prepaids and deposits | ||||||||
| Inventory | ||||||||
| Investment in securities- current | ||||||||
| Total Current Assets | ||||||||
| Restricted cash held in Trust Account | - | |||||||
| Royalty receivable, net of current portion | - | |||||||
| Investment in securities- noncurrent | - | |||||||
| Operating lease right-of-use-assets | ||||||||
| Property and equipment, net | ||||||||
| Intangibles, net | ||||||||
| Goodwill | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES | ||||||||
| Current Liabilities | ||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
| Due to related parties | ||||||||
| Current portion of consideration payable | ||||||||
| Current portion of operating lease liability | ||||||||
| Current portion of equipment financing payable | - | |||||||
| Derivative liabilities | ||||||||
| Over-allotment option liability | - | |||||||
| Current portion of promissory notes payable | - | |||||||
| Convertible debt | ||||||||
| Total Current Liabilities | ||||||||
| Promissory notes payable | - | |||||||
| Operating lease liability | ||||||||
| Equipment financing payable | - | |||||||
| Deferred tax liabilities | ||||||||
| Deferred underwriting fee payable | - | |||||||
| TOTAL LIABILITIES | $ | $ | ||||||
| Commitments and Contingencies | ||||||||
| Redeemable noncontrolling interest – Class A ordinary shares of NorthStrive Acquisition Corp I. subject to possible redemption, | - | |||||||
| EQUITY | ||||||||
| Preferred stock $ | ||||||||
| Series B preferred stock, | ||||||||
| Common stock, $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated other comprehensive income | - | ( | ) | |||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total PMGC Holdings Inc. stockholders’ equity | ||||||||
| Noncontrolling interest | ( | ) | - | |||||
| TOTAL EQUITY | ||||||||
| TOTAL LIABILITIES, TEMPORARY EQUITY AND EQUITY | $ | $ | ||||||
| (1) |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
2
PMGC Holdings Inc. (formerly Elevai Labs Inc.)
Condensed Consolidated Statements of Operations and Comprehensive Loss
For the three and nine months ended September 30, 2026 and September 30, 2025
(Unaudited - Expressed in United States dollars)
| Three months ended September 30, 2026 |
Three months ended September 30, 2025 |
Nine months ended September 30, 2026 |
Nine months ended September 30, 2025 |
|||||||||||||
| Revenue | $ | |||||||||||||||
| Total revenue | ||||||||||||||||
| Cost of Goods Sold | ||||||||||||||||
| Gross margin | $ | |||||||||||||||
| Operating expenses | ||||||||||||||||
| Bad debt expense | - | - | - | |||||||||||||
| Depreciation and amortization | ||||||||||||||||
| Marketing and promotion | ||||||||||||||||
| Consulting fees | ||||||||||||||||
| Office and administrative | ||||||||||||||||
| Professional fees | ||||||||||||||||
| Investor relations | ||||||||||||||||
| Research and development | ||||||||||||||||
| Repairs and maintenance | ||||||||||||||||
| Foreign exchange (gain) loss | ||||||||||||||||
| Travel and entertainment | ||||||||||||||||
| Total operating expenses | $ | |||||||||||||||
| Other income (expense) | ||||||||||||||||
| Finance cost | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Change in fair value of derivative liabilities | - | - | ||||||||||||||
| Change in fair value of contingent consideration | - | - | ||||||||||||||
| Dividend income | ||||||||||||||||
| Gain on the termination of the intangible asset | - | - | - | |||||||||||||
| Interest income | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Realized gain (loss) on investments | ( | ) | ( | ) | ||||||||||||
| Unrealized gain (loss) on investments | ( | ) | ( | ) | ( | ) | ||||||||||
| Gain(loss) on disposal of PP&E | - | - | ( | ) | - | |||||||||||
| Other income | ||||||||||||||||
| Net loss from continuing operations | $ | ( | ) | ( | ) | ( | ) | ( | ) | |||||||
| Net income (loss) from discontinued operations (Note 4) | ( | ) | ||||||||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net loss attributable to: | ||||||||||||||||
| PMGC Holdings Inc. stockholders | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Noncontrolling interest | - | - | ||||||||||||||
| Other comprehensive income (loss) | ||||||||||||||||
| Currency translation adjustment | - | ( | ) | |||||||||||||
| Total comprehensive loss | $ | ( | ) | ( | ) | ( | ) | ( | ) | |||||||
| Total comprehensive loss attributable to: | ||||||||||||||||
| PMGC Holdings Inc. stockholders | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Noncontrolling interest | - | - | ||||||||||||||
| Basic and diluted loss per share | ||||||||||||||||
| Continuing operations | $ | ( | ) | ( | ) | ( | ) | ( | ) | |||||||
| Discontinued operations | $ | ( | ) | |||||||||||||
| Weighted average shares outstanding(1) | ||||||||||||||||
| (1) |
3
PMGC Holdings Inc. (formerly Elevai Labs Inc.)
Condensed Consolidated Statements of Changes in Stockholders’ Equity
For the three months ended September 30, 2026, and 2025
(Unaudited - Expressed in United States dollars)
| Common Stock | Series
B Preferred Stock |
Accumulated | ||||||||||||||||||||||||||||||||||||||
| Number
of shares |
Amount | Number
of shares |
Amount | Additional paid-in capital |
Accumulated deficit |
other comprehensive income |
Total PMGC stockholders’ equity |
Noncontrolling interest |
Total equity |
|||||||||||||||||||||||||||||||
| # | $ | # | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Balance, June 30, 2025 | - | ( | ) | ( | ) | - | ||||||||||||||||||||||||||||||||||
| Issuance of common shares under ATM program | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||
| Exercise of replacement warrants | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||
| Issuance of commitment shares of ELOC | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||
| Issuance of Pre-Delivery shares of ELOC | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||
| Round up shares due to the reverse stock split | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||
| Share-based compensation | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||
| Net loss for the period | - | - | - | - | - | ( | ) | - | ( | ) | - | ( | ) | |||||||||||||||||||||||||||
| Currency translation adjustment | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||
| Balance, September 30, 2025 | - | ( | ) | ( | ) | - | ||||||||||||||||||||||||||||||||||
| Balance, June 30, 2026 | ( | ) | - | - | ||||||||||||||||||||||||||||||||||||
| Issuance of common shares in the partial settlement of Pre-Paid Purchases | - | - | - | - | - | |||||||||||||||||||||||||||||||||||
| Issuance of Exchange Shares under the Pre-Paid Purchase #2 exchange agreement | - | - | - | - | - | |||||||||||||||||||||||||||||||||||
| Round up shares due to the reverse stock split | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||
| Share-based compensation | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||
| Issuance of Class B ordinary shares of NorthStrive Acquisition Corp I. to noncontrolling interests | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||
| Fair value of public warrants issued in NorthStrive Acquisition Corp I. initial public offering | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||
| Fair value of rights included in NorthStrive Acquisition Corp I. public units | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||
| Transaction costs allocated to public warrants, rights and over-allotment option | - | - | - | - | ( | ) | - | - | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Remeasurement of Class A ordinary shares subject to possible redemption | - | - | - | - | ( | ) | - | - | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Net loss for the period | - | - | - | - | - | ( | ) | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Balance, September 30, 2026 | ( | ) | - | ( | ) | |||||||||||||||||||||||||||||||||||
4
PMGC Holdings Inc. (formerly Elevai Labs Inc.)
Condensed Consolidated Statements of Changes in Stockholders’ Equity
For the nine months ended September 30, 2026, and 2025
(Unaudited - Expressed in United States dollars)
| Common Stock | Series
B Preferred Stock |
Accumulated | ||||||||||||||||||||||||||||||||||||||
| Number
of shares |
Amount | Number
of shares |
Amount | Additional paid-in capital |
Accumulated
deficit |
other comprehensive income |
Total PMGC stockholders’ equity |
Noncontrolling interest |
Total equity |
|||||||||||||||||||||||||||||||
| # | $ | # | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Balance, January 1, 2025 | - | - | - | ( | ) | ( | ) | - | ||||||||||||||||||||||||||||||||
| Settlement of accrued bonus liability | - | - | - | - | - | |||||||||||||||||||||||||||||||||||
| Issued and issuable shares for acquisition of intangible assets | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||
| Exercise of Series A Warrants | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||
| Issued pursuant to the registered direct offering | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||
| Repurchase of shares | - | - | - | - | ( | ) | - | - | ( | ) | - | ( | ) | |||||||||||||||||||||||||||
| Round up shares due to reverse stock splits | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||
| Exercise of Pre-funded Warrants | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||
| Issuance of common shares under ATM program | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||
| Exercise of replacement warrants | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||
| Issuance of commitment shares of ELOC | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||
| Issuance of Pre-Delivery shares of ELOC | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||
| Share-based compensation | - | - | - | - | ( | ) | - | - | ( | ) | - | ( | ) | |||||||||||||||||||||||||||
| Net loss for the period | - | - | - | - | - | ( | ) | - | ( | ) | - | ( | ) | |||||||||||||||||||||||||||
| Currency translation adjustment | - | - | - | - | - | - | ( | ) | ( | ) | - | ( | ) | |||||||||||||||||||||||||||
| Balance, September 30, 2025 | - | ( | ) | ( | ) | - | ||||||||||||||||||||||||||||||||||
| Balance, January 1, 2026 | ( | ) | ( | ) | - | |||||||||||||||||||||||||||||||||||
| Round up shares due to the reverse stock splits | - | - | - | ( | ) | - | - | ( | ) | - | ( | ) | ||||||||||||||||||||||||||||
| Issuance of common shares in the partial settlement of Pre-Paid Purchases | - | - | - | - | - | |||||||||||||||||||||||||||||||||||
| Issuance of registered shares | - | - | - | - | - | |||||||||||||||||||||||||||||||||||
| Issuance of Exchange Shares under the Pre-Paid Purchase #2 exchange agreement | - | - | - | - | - | |||||||||||||||||||||||||||||||||||
| Share-based compensation | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||
| Issuance of Class B ordinary shares of NorthStrive Acquisition Corp I. to noncontrolling interests | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||
| Fair value of public warrants issued in NorthStrive Acquisition Corp I. initial public offering | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||
| Fair value of rights included in NorthStrive Acquisition Corp I. public units | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||
| Transaction costs allocated to public warrants, rights and over-allotment option | - | - | - | - | ( | ) | - | - | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Remeasurement of Class A ordinary shares subject to possible redemption | - | - | - | - | ( | ) | - | - | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Net loss for the period | - | - | - | - | - | ( | ) | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Currency translation adjustment | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||
| Balance, September 30, 2026 | ( | ) | - | ( | ) | |||||||||||||||||||||||||||||||||||
| (1) | Reflects the 1-for-4 reverse stock split that became effective on January 6, 2026, the 1-for-6 reverse stock split that became effective on March 10, 2026, and the 1-for-10 reverse stock split that became effective on August 21, 2026. On a combined basis, this reflects retrospectively a reverse stock split of 1-for-240. |
5
PMGC Holdings Inc. (formerly Elevai Labs Inc.)
Condensed Consolidated Statements of Cash Flows
For the nine months ended September 30, 2026, and 2025
(Unaudited - Expressed in United States dollars)
| September 30, 2026 |
September 30, 2025 |
|||||||
| Operating activities | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Bad debt expense | - | |||||||
| Depreciation and amortization | ||||||||
| Finance cost | ||||||||
| Share-based compensation | ( | ) | ||||||
| Straight-line rent expense | ( | ) | ||||||
| Change in fair value of derivative liabilities | ( | ) | - | |||||
| Change in fair value of contingent consideration | ( | ) | - | |||||
| Non-cash interest expense | ||||||||
| Research and development costs for intangible assets | - | |||||||
| Gain on termination of intangible asset | - | ( | ) | |||||
| Loss on the sale of Skincare | - | |||||||
| Loss on disposal of PP&E | - | |||||||
| Realized loss (gain) on sale of investments | ( | ) | ||||||
| Unrealized loss(gain) on investments | ( | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Receivables and other receivables | ( | ) | ( | ) | ||||
| Prepaid expenses and deposits | ( | ) | ||||||
| Inventory | ( | ) | ||||||
| Accounts payable and accrued liabilities | ||||||||
| Customer deposits | - | ( | ) | |||||
| Due to related parties | ( | ) | ||||||
| Cash flows used in operating activities1 | $ | ( | ) | $ | ( | ) | ||
| Investing activities | ||||||||
| Purchase of investments | ( | ) | ( | ) | ||||
| Proceeds from sale of investments | ||||||||
| Purchase of equipment | ( | ) | ( | ) | ||||
| Acquisition of businesses, net of cash acquired | ( | ) | ( | ) | ||||
| Issuance of promissory note | - | ( | ) | |||||
| Purchase of intangible assets | - | ( | ) | |||||
| Cash flows used in investing activities1 | $ | ( | ) | $ | ( | ) | ||
| Financing activities | ||||||||
| Exercise of Series A warrants, net | - | |||||||
| Proceeds from the registered direct offering, net | - | |||||||
| Exercise of replacement warrants, net | - | |||||||
| Repurchase of shares and warrants | - | ( | ) | |||||
| Issuance of common shares under ATM agreement, net | - | |||||||
| Repayment towards promissory note | ( | ) | - | |||||
| Equipment financing proceeds | - | |||||||
| Repayment towards equipment financing | ( | ) | - | |||||
| Proceeds from the Pre-Paid Purchases of Equity Purchase Facility (“ELOC”), net | ||||||||
| Proceeds from issuance of registered shares | - | |||||||
| Proceeds from sale of units in NorthStrive Acquisition Corp I. initial public offering, net of underwriting discount | - | |||||||
| Proceeds from issuance of Class B ordinary shares of NorthStrive Acquisition Corp I. to noncontrolling interests | - | |||||||
| Payment of offering costs of NorthStrive Acquisition Corp I. | ( | ) | - | |||||
| Payment of contingent consideration | ( | ) | - | |||||
| Cash flows provided by financing activities | $ | $ | ||||||
| Effect of exchange rate changes on cash and restricted cash | ( | ) | ||||||
| Increase in cash and restricted cash | ||||||||
| Cash and restricted cash, beginning of period | ||||||||
| Cash and restricted cash, end of period | $ | $ | ||||||
| Cash | ||||||||
| Restricted cash held in Trust Account | - | |||||||
6
PMGC Holdings Inc. (formerly Elevai Labs Inc.)
Condensed Consolidated Statements of Cash Flows
For the nine months ended September 30, 2026, and 2025
(Unaudited - Expressed in United States dollars)
| Supplemental cash flow information: | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for taxes | - | - | ||||||
| Non-cash Investing and Financing transactions: | ||||||||
| Common stock issued and issuable on acquisition of intangible asset | - | |||||||
| Shares received as proceeds for the sale of Skincare | - | |||||||
| Series B preferred shares issues to settle accrued bonus liability | - | |||||||
| Consideration payable settled through termination of the agreement | - | |||||||
| Common stock issued in the partial settlement of Pre-Paid Purchases | - | |||||||
| Common stock issued under the Pre-Paid Purchase #2 exchange agreement | - | |||||||
| Commitment shares on the ELOC | - | |||||||
| Remeasurement of Class A ordinary shares subject to possible redemption | - | |||||||
| Deferred underwriting fee payable | - | |||||||
| Offering costs included in accrued liabilities | - | |||||||
| Initial classification of public warrants and rights of NorthStrive Acquisition Corp I. as noncontrolling interest | - | |||||||
| Initial classification of over-allotment option liability of NorthStrive Acquisition Corp I. | - | |||||||
| 1 |
7
| 1. | Organization and nature of operations |
PMGC Holdings Inc. (formerly Elevai Labs Inc.) (“PMGC”) was incorporated under the laws of the State of Delaware on
As part of its diversification and growth strategy, the Company completed the following acquisitions during the nine months ended September 30, 2026:
| ● | On February 2, 2026, the Company completed the acquisition of SVM Machining, Inc., a California-based precision machining and aerospace manufacturing company (Note 5). | |
| ● | On May 11, 2026, the Company completed the acquisition of A&B Aerospace, Inc., a California-based precision machining company serving aerospace customers (Note 5). |
On April 2, 2026, the Company announced the formation of a new wholly owned subsidiary, NorthStrive Defense Tech LLC (“NorthStrive Defense Tech”). NorthStrive Defense Tech was established to operate in the defense technology sector, with an initial focus on drone technology, autonomous systems, and next-generation unmanned defense solutions. The Company intends for NorthStrive Defense Tech to serve as a platform to identify, acquire, license, and commercialize advanced defense technologies through acquisitions, licensing arrangements, strategic partnerships, and other commercialization pathways. The Company expects to leverage its existing operating subsidiaries, including AGA Precision Systems LLC and SVM Machining, Inc., which operate within the aerospace, defense, and space sectors, to support potential commercialization opportunities.
On July 2, 2026, AGA Precision Systems LLC and A&B Aerospace, Inc., both wholly owned subsidiaries of the Company, entered into a merger agreement pursuant to which AGA merged into A&B, with A&B continuing as the surviving entity. All membership interests in AGA were cancelled without consideration and all outstanding shares of A&B remain outstanding and unaffected. The merger was approved by the Company’s Board of Directors, acting as the sole shareholder of A&B and the sole member of AGA, and the effect and effective date of the merger are as prescribed by California law. As both entities are wholly owned subsidiaries of the Company, the merger has no effect on the consolidated financial statements.
NorthStrive Sponsor I LLC (the “Sponsor”) is a wholly owned subsidiary of PMGC. The Sponsor acts as sponsor of NorthStrive Acquisition Corp I (“NorthStrive Acquisition”), a special purpose acquisition company incorporated as an exempted company with limited liability under the laws of the Cayman Islands with effect from April 27, 2026, and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Through the Sponsor, PMGC holds
On July 24, 2026, NorthStrive Acquisition publicly filed a registration statement with the SEC in respect of a proposed initial public offering of
PMGC currently manages and operates a diverse portfolio of wholly owned subsidiaries:
| ● | NorthStrive BioSciences Inc. – a biopharmaceutical company focusing on the development and acquisition of cutting-edge aesthetic medicines and therapeutic products. Our lead asset, EL-22, is leveraging a first-in-class engineered probiotic approach to address obesity’s pressing issue of preserving muscle while on weight loss treatments, including GLP-1 receptor agonists. |
8
| ● | PMGC Capital – a multi-strategy investment firm focused on direct investments, strategic lending, and acquiring undervalued companies and assets across diverse markets. Our mission is to identify and seize high-potential opportunities, delivering sustainable growth and maximizing returns on capital. |
| ● | ELAB Opportunity - a wholly owned Utah subsidiary which was formed to facilitate and hold assets related to the Company’s secured pre-paid purchase and financing collateral arrangements. ELAB Opportunity supports the Company’s strategic financing structure and related treasury activities. |
| ● | Pacific Sun- a California-based custom IT packaging company providing innovative, sustainable, and technology-driven packaging solutions to industrial and consumer markets. |
| ● | AGA - a California-based precision engineering and CNC machining company specializing in the design and production of high-tolerance components for industrial and technology applications. In October 2025, AGA acquired substantially all the operating assets of Indarg Engineering, Inc. AGA expands PMGC’s advanced manufacturing footprint and enhances its capacity to deliver vertically integrated engineering and production solutions across multiple sectors. |
| ● | SVM - a California-based precision machining and aerospace manufacturing company specializing in high-precision components and complex machining solutions for aerospace, defense, and industrial applications. SVM enhances PMGC’s advanced manufacturing capabilities and expands the Company’s footprint in the aerospace and defense sectors. |
| ● | NorthStrive Defense Tech - a wholly owned subsidiary focused on defense technology, including drone technology, autonomous systems, and next-generation unmanned defense solutions. NorthStrive Defense Tech was formed to identify, acquire, license, and commercialize advanced defense technologies. | |
| ● | A&B - a California-based precision machining company producing high-tolerance machined components and assemblies for aerospace customers. A&B further extends PMGC’s aerospace manufacturing capacity and its qualification and certification base. | |
| ● | NorthStrive Sponsor I - a wholly owned subsidiary that acts as the sponsor of NorthStrive Acquisition Corp I, a special purpose acquisition company. The Sponsor was formed to hold the Company’s sponsor interest in, and to fund the formation and offering costs of, that special purpose acquisition company. | |
| ● | NorthStrive Acquisition Corp I - a special purpose acquisition company incorporated as an exempted company with limited liability under the laws of the Cayman Islands with effect from April 27, 2026, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. |
| 2. | Going Concern |
These unaudited condensed consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders and the ability of the Company to obtain necessary equity financing to continue operations, and ultimately the attainment of profitable operations.
As of September 30, 2026, and December 31, 2025, the Company had net working capital of $
The assessment of whether the going concern assumption is appropriate requires management to take into account all available information about the future, which is at least, but not limited to, twelve (12) months from the date the financial statements are issued. The Company is aware that material uncertainties related to events or conditions may cast substantial doubt upon the Company’s ability to continue as a going concern.
Management’s plans that alleviate substantial doubt about the Company’s ability to continue as a going concern include: (a) raising additional debt or equity financing and (b) the acquisition of cash flow generating assets or businesses. Although the Company has been successful in raising funds in the past, and expects to do so in the future, there are no guarantees that it will be able to raise funds as anticipated.
9
| 3. | Summary of Significant Accounting Policies |
Basis of Presentation
These unaudited condensed consolidated financial statements have been prepared in accordance with rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) and generally accepted accounting principles in the United States (“U.S. GAAP”) for interim financial information and are expressed in United States dollars. Accordingly, the unaudited condensed consolidated financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, we have included all adjustments considered necessary for a fair presentation and such adjustments are of a normal recurring nature. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the years ended December 31, 2025, and 2024. The results of operations for the three and nine months ended September 30, 2026 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2026.
Principles of Consolidation
The unaudited condensed consolidated financial statements include the accounts of PMGC and its
Use of Estimates
The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to revenue recognition, the collectability of receivables, valuation of inventory, fair value of investments in securities, derivative liabilities and stock options, useful lives and recoverability of long-lived assets, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgements about the carrying value of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from those estimates. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the unaudited condensed consolidated financial statements in the period they are determined.
Foreign Currency Translation
The Company’s functional and reporting currency is the U.S. dollar. The functional currency of PMGC Research is the Canadian dollar. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets, liabilities, and items recorded in income arising from transactions denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.
10
The accounts of PMGC Research are translated to U.S. dollars using the current rate method. Accordingly, assets and liabilities are translated into U.S. dollars at the period-end exchange rate while revenues and expenses are translated at the average exchange rates during the period. Related exchange gains and losses are included in a separate component of stockholders’ equity as accumulated other comprehensive income (loss).
Restricted Cash
Restricted cash consists of cash and investments held in the trust account of NSAI (the “Trust Account”). Under the terms of NSAI’s trust agreement, the funds in the Trust Account may be invested only in U.S. government securities or money market funds and may be released only to fund the completion of NSAI’s initial business combination, to redeem NSAI’s public shares, or to pay NSAI’s taxes. As of September 30, 2026, the funds in the Trust Account were held in an interest-bearing demand deposit account. The Trust Account is therefore not available to fund the Company’s operations and is presented as a non-current asset. Cash and restricted cash of $
Variable Interest Entities and Noncontrolling Interests
The Company evaluates whether it holds a variable interest in entities with which it has a financial relationship and, if so, whether the entity is a variable interest entity (“VIE”) under ASC 810, Consolidation. The Company consolidates a VIE when it is the primary beneficiary, being the party that has both (i) the power to direct the activities that most significantly affect the VIE’s economic performance and (ii) the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE. The Company reconsiders whether an entity is a VIE when a reconsideration event occurs and reassesses whether it is the primary beneficiary on an ongoing basis.
Noncontrolling interests represent the portion of equity in consolidated subsidiaries that is not attributable, directly or indirectly, to the Company. Noncontrolling interests that are not redeemable are presented as a separate component of equity. They comprise NSAI’s Class B ordinary shares held by parties other than the Sponsor and the public warrants and rights issued by NSAI, which are freestanding equity-classified instruments of a subsidiary (ASC 810-10-45-17A). NSAI’s net income or loss is attributed between the Company and the noncontrolling interest in NSAI’s Class B ordinary shares in proportion to their holdings of NSAI’s non-redeemable ordinary shares. Losses continue to be attributed to the noncontrolling interest even if this results in a deficit balance.
Redeemable Noncontrolling Interest (Temporary Equity)
NSAI’s Class A ordinary shares issued in its initial public offering (the “Public Shares”) are redeemable at the option of the holders in connection with NSAI’s initial business combination, certain amendments to NSAI’s memorandum and articles of association, or NSAI’s liquidation. These events are not solely within the Company’s control. In accordance with ASC 480-10-S99-3A, the Public Shares are presented as redeemable noncontrolling interest in temporary equity, outside of total equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying amount of the redeemable noncontrolling interest to equal its redemption value at the end of each reporting period. Remeasurement of the redeemable noncontrolling interest is recorded in equity and does not affect net loss. The Company has elected to allocate the remeasurement between the controlling interest and the noncontrolling interest in NSAI’s Class B ordinary shares in proportion to their holdings of NSAI’s non-redeemable ordinary shares. The controlling interest’s share is charged against additional paid-in capital, to the extent available, and thereafter against accumulated deficit. The Public Shares are redeemable at an amount other than fair value. Accordingly, in accordance with ASC 480-10-S99-3A, the controlling interest’s share of the portion of the remeasurement that reflects a redemption value in excess of the fair value of the Public Shares is treated in the same manner as a dividend and increases the net loss attributable to PMGC Holdings Inc. common stockholders used to compute loss per share. The fair value of the Public Shares is determined using their quoted closing price on the Nasdaq Capital Market (Level 1). The Public Shares will be reclassified to liabilities if and when holders elect to redeem them.
As of September 30, 2026, the redemption value of the Public Shares of $
Other than the accounting policies for restricted cash, variable interest entities and noncontrolling interests, and redeemable noncontrolling interest described above, which were adopted in connection with the formation and initial public offering of NSAI, there have been no material changes to the Company’s significant accounting policies as disclosed in our Form 10-K for the year ended December 31, 2025, filed with the SEC on March 30, 2026.
11
New Accounting Standards
Recently Adopted Accounting Standards
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), intended to improve reportable segments disclosure requirements primarily through enhanced disclosures about significant segment expenses.
In December 2023, the FASB issued “ASU 2023-09—Income Taxes (Topic 740)—Improvements to Income Tax Disclosures” (“ASU 2023-09”) which amends the Codification to enhance the transparency and decision usefulness of income tax disclosures. ASU 2023-09 requires additional disaggregation of the reconciliation between the statutory and effective tax rate for an entity and of income taxes paid, both of which are disclosures required by current GAAP. The amendments improve the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. The amendments in ASU 2023-09 apply to all entities that are subject to Topic 740, Income Taxes. For public business entities, the amendments in ASU 2023-09 are effective for annual periods beginning after December 15, 2024. The Company adopted the ASU prospectively for the period ending December 31, 2025, the effect being only related to our disclosures with no impact on our results of operations or financial condition.
ASU 2023-07 includes a requirement to disclose significant segment expenses that are regularly provided to the CODM and included within each reported measure of segment profit or loss, the title and position of the CODM, an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources, and all segments’ profit or loss and assets disclosures. ASU 2023-07 is effective for all public companies for fiscal years beginning after December 15, 2023, and interim periods for the interim period beginning on January 1, 2025. Adoption of ASU 2023-07 did not have a material impact on the Company’s consolidated financial statement.
In November 2024, the FASB issued ASU 2024-03, Expense Disaggregation Disclosures (Subtopic 220-40), which requires enhanced disclosures of nature and composition of certain expense captions presented in the income statement, including inventory purchases, employee compensation, depreciation, and other significant expenses. The Company adopted this guidance during the year ended December 31, 2025. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements but resulted in additional disclosures in the notes to the consolidated financial statements.
Recently Issued Accounting Standards
The Company assesses the adoption impacts of recently issued, but not yet effective, accounting standards by the Financial Accounting Standards Board on the Company’s unaudited condensed consolidated financial statements.
In November 2024, the FASB issued ASU 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments, and in July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. Both ASUs are effective for the Company for annual reporting periods beginning after December 15, 2025, and interim periods within those annual periods, and were adopted on January 1, 2026. The adoption did not have a material impact on the Company’s unaudited condensed consolidated financial statements.
In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity, which requires an entity to consider the factors in ASC 805-10-55-12 through 55-15 in determining the accounting acquirer when a business combination is effected primarily by exchanging equity interests and the legal acquiree is a VIE that meets the definition of a business. The ASU is effective for annual reporting periods beginning after December 15, 2026, and interim periods within those annual periods, and is applied prospectively. The Company is evaluating the effect of the ASU, including on any business combination completed by NSAI.
12
In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which is effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years. In September 2025, the FASB also issued ASU 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract, which is effective for annual reporting periods beginning after December 15, 2026, and interim periods within those annual periods. The Company is evaluating the effect of these ASUs, including the effect of ASU 2025-07 on the embedded derivatives in its convertible debt (Note 15).
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which clarifies interim disclosure requirements and adds a principle requiring disclosure of events since the end of the last annual reporting period that have a material impact on the entity. The ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. In December 2025, the FASB also issued ASU 2025-12, Codification Improvements, which is effective for annual reporting periods beginning after December 15, 2026, and interim periods within those annual periods. The Company is evaluating the effect of these ASUs on its disclosures.
Other recently issued accounting standards are not expected to have a material impact on the Company’s unaudited condensed consolidated financial statements
| 4. | Assets and liabilities held for sale and Discontinued operations |
Pursuant to an Asset Purchase Agreement with an unrelated third party, dated December 31, 2024, the Company agreed to sell its skincare business for (i)
Following the closing which occurred on January 16, 2025 (the “Closing” or “Closing Date”), buyer will pay additional earn-out consideration for the sale, if and when payable: (a) buyer will pay, for each year ending on the anniversary of the Closing Date during the five-year period following the Closing, an amount, if any, equal to
The following table summarizes the major line items for the skincare business that are included in loss from discontinued operations, net of taxes in the consolidated statements of operations:
Three months ended | Three months ended | Nine months ended 2026 | Nine months ended | |||||||||||||
| Revenue | $ | - | $ | - | $ | - | $ | |||||||||
| Cost of goods sold | - | - | - | |||||||||||||
| Gross profit | $ | - | $ | - | $ | - | $ | |||||||||
| Expenses | ||||||||||||||||
| Depreciation | - | - | - | |||||||||||||
| Marketing and promotion | - | - | - | |||||||||||||
| Consulting fees | - | - | - | - | ||||||||||||
| Office and administrative | - | - | ||||||||||||||
| Professional fees | - | - | - | |||||||||||||
| Investor relations | - | - | - | - | ||||||||||||
| Research and development | - | - | - | |||||||||||||
| Foreign exchange (gain) loss | - | - | - | |||||||||||||
| Travel and entertainment | - | - | - | |||||||||||||
| Total expenses | $ | - | $ | $ | - | $ | ||||||||||
| Other income (expense) | ||||||||||||||||
| Other income | ||||||||||||||||
| Legal settlement | ( | ) | - | ( | ) | - | ||||||||||
| Interest expense | - | - | - | - | ||||||||||||
| Loss on the sale of Skincare | - | - | - | ( | ) | |||||||||||
| Net income (loss) from discontinued operations | $ | ( | ) | $ | $ | $ | ||||||||||
The Company recorded a loss on sale of discontinued operations of $
13
The following represents the cash flows from operating and investing activities of discontinued operations for the nine months ended September 30, 2026 and 2025:
September 30, 2026 | September 30, 2025 | |||||||
| Cashflows used in operating activities | $ | ( | ) | $ | ( | ) | ||
| Cashflows used in investing activities | - | - | ||||||
| 5. | Business combinations |
Pacific Sun Packaging Inc.
On July 7, 2025, the Company completed the acquisition of
The acquisition included contingent consideration with a maximum potential payment of $
As of June 30, 2026, the estimated fair value of the contingent consideration liability was $
AGA
On July 18, 2025, the Company acquired
Indarg Engineering, Inc.
On October 26, 2025, AGA acquired substantially all of the operating assets of Indarg Engineering, Inc. The transaction was accounted for as a business combination under ASC 805. Refer to Note 5 in the Form 10-K for the year ended December 31, 2025 for further details, including the purchase price allocation.
As part of the acquisition, the Company issued a promissory note with a principal amount of $
SVM
On February 2, 2026, the Company completed the acquisition of
14
The contingent consideration is based on SVM’s 2026 revenue performance and has a maximum payout of $
The following table summarizes the fair value of consideration transferred and the preliminary allocation of the purchase price to the assets acquired and liabilities assumed:
| Cash | $ | |||
| Target cash balance delivered with the company | ||||
| Working capital adjustment | ||||
| Indemnification holdback | ||||
| Earnout payable | ||||
| Total consideration | $ | |||
| Net assets (liabilities) acquired of the Company: | ||||
| Cash | $ | |||
| Receivables, net | ||||
| Inventory | ||||
| Property and equipment | ||||
| Right-of-use asset | ||||
| Intangible - customer relationships | ||||
| Intangible – brand name | ||||
| Intangible- backlog | ||||
| Intangible- intellectual properties and certifications | ||||
| Accounts payable and accrued liabilities | ( | ) | ||
| Lease liability | ( | ) | ||
| Total net assets (liabilities) | $ | |||
| Goodwill | $ |
Goodwill recognized primarily reflects expected synergies from integrating SVM’s operations and workforce and is not expected to be deductible for tax purposes. The results of SVM’s operations are included in the consolidated financial statements beginning February 2, 2026.
A&B Aerospace, Inc.
On May 11, 2026, the Company completed the acquisition of
The purchase price allocation is provisional. The final adjustment amount contemplated by the stock purchase agreement had not been determined as of September 30, 2026, and the Company is continuing to evaluate the fair values assigned to the assets acquired and the liabilities assumed. Measurement period adjustments, if any, will be recognized within one year of the acquisition date. During the three months ended September 30, 2026, the Company recorded a measurement period adjustment that decreased receivables acquired by $
15
The following table summarizes the fair value of consideration transferred and the preliminary allocation of the purchase price to the assets acquired and liabilities assumed:
| Cash paid at closing | $ | |||
| Indemnification holdback | ||||
| Net working capital adjustment | ||||
| Total consideration | $ | |||
| Net assets (liabilities) acquired of the Company: | ||||
| Cash | $ | |||
| Receivables, net | ||||
| Inventory | ||||
| Prepaid expenses and deposits | ||||
| Property and equipment | ||||
| Intangible assets | ||||
| Accounts payable and accrued liabilities | ( | ) | ||
| Notes payable assumed | ( | ) | ||
| Total net assets (liabilities) | $ | |||
| Goodwill | $ |
Goodwill recognized primarily reflects expected synergies from integrating A&B’s operations, its assembled workforce and its qualification and certification base, and is not expected to be deductible for tax purposes. The results of A&B’s operations are included in the consolidated financial statements beginning May 11, 2026.
| 6. | Receivables |
As of September 30, 2026, and December 31, 2025, receivables consisted of trade receivables, net of an allowance for credit losses of $
| 7. | Prepaids and Deposits |
As of September 30, 2026, and December 31, 2025, prepaid and deposits consisted of the following:
September 30, | December 31, 2025 | |||||||
| Prepaid expenses | $ | $ | ||||||
| Deposits | ||||||||
| $ | $ | |||||||
16
| 8. | Inventory |
As of September 30, 2026, and December 31, 2025, inventory consisted of the following:
September 30, | December 31, 2025 | |||||||
| Finished goods | $ | $ | ||||||
| Work in progress | - | |||||||
| Raw materials | ||||||||
| $ | $ | |||||||
Cost of inventory recognized as expense in cost of sales for the three months ended September 30, 2026 and 2025, totaled $
| 9. | Investment in securities |
The Company’s investments consist of publicly traded equity securities, warrants and a convertible debenture. These investments are reported under ASC 321 – Investments in Equity Securities and ASC 320 – Investments – Debt Securities, as applicable. The Company has classified the investments as held for trading.
The following table summarizes the changes in investments for the nine months ended September 30, 2026:
| Public Company Investments | Private Company Investment | Convertible Debenture and Warrants | Total | |||||||||||||
| Balance, December 31, 2025 | $ | |||||||||||||||
| Purchases | $ | - | ||||||||||||||
| Proceeds on sale | ( | ) | - | - | ( | ) | ||||||||||
| Warrant exercise | - | ( | ) | - | ||||||||||||
| Realized gain | - | - | ||||||||||||||
| Unrealized loss | ( | ) | - | - | ( | ) | ||||||||||
| Balance, September 30, 2026 | $ | - | ||||||||||||||
The Company accounts for investments in warrants as equity securities in accordance with ASC 321, Investments—Equity Securities, and measures such investments at fair value, with changes in fair value recognized in earnings.
On July 27, 2026, PMGC Capital acquired
Fair Value Measurement
The following table presents the Company’s financial instruments measured at fair value on a recurring basis as of September 30, 2026 and December 31, 2025, in accordance with the fair value hierarchy of ASC 820, Fair Value Measurement (“ASC 820”). which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 establishes a three-level hierarchy for inputs used in measuring fair value:
| ● | Level 1: Quoted prices in active markets for identical assets or liabilities. | |
| ● | Level 2: Observable inputs other than Level 1, either directly or indirectly. | |
| ● | Level 3: Unobservable inputs, used when observable inputs are not available. |
17
The Company measures certain financial instruments at fair value on a recurring basis. When observable market data is available, such inputs are used to measure fair value. When observable inputs are not available, the Company applies valuation techniques which require management to develop significant estimates and assumptions.
Certain non-financial assets, including goodwill, intangible assets and long-lived assets, are measured at fair value on a non-recurring basis when indicators of impairment exist.
| September 30, 2026 | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Equity securities | $ | – | – | |||||||||||||
| Total | $ | - | – | |||||||||||||
| December 31, 2025 | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Equity securities | $ | – | – | |||||||||||||
| Warrants | - | – | ||||||||||||||
| Total | $ | – | ||||||||||||||
| 10. | Property, plant and equipment |
| Computers | Machinery & Equipment | Furniture and office equipment | Leasehold improvement | Total | ||||||||||||||||
| Cost | ||||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | ||||||||||||||||||
| Business combinations | - | - | - | |||||||||||||||||
| Additions | - | |||||||||||||||||||
| Disposal | - | ( | ) | - | - | ( | ) | |||||||||||||
| Balance, September 30, 2026 | $ | |||||||||||||||||||
| Accumulated depreciation | ||||||||||||||||||||
| Balance, December 31, 2025 | $ | |||||||||||||||||||
| Depreciation | ||||||||||||||||||||
| Disposal | - | ( | ) | - | - | ( | ) | |||||||||||||
| Balance, September 30, 2026 | $ | |||||||||||||||||||
| Net book value | ||||||||||||||||||||
| December 31, 2025 | $ | |||||||||||||||||||
| September 30, 2026 | $ | |||||||||||||||||||
18
| 11. | Intangible assets, net |
License # 2 (IPR&D | Customer relationship | Brand | Backlog | Intellectual properties, certifications and other | Total | |||||||||||||||||||
| Cost: | ||||||||||||||||||||||||
| Balance, December 31, 2025 | $ | - | ||||||||||||||||||||||
| Additions | - | - | - | - | ||||||||||||||||||||
| Business combinations | - | |||||||||||||||||||||||
| Balance, September 30, 2026 | $ | |||||||||||||||||||||||
| Accumulated amortization: | ||||||||||||||||||||||||
| Balance, December 31, 2025 | $ | - | - | |||||||||||||||||||||
| Amortization | - | |||||||||||||||||||||||
| Balance, September 30, 2026 | $ | - | ||||||||||||||||||||||
| Net book value: | ||||||||||||||||||||||||
| December 31, 2025 | $ | - | ||||||||||||||||||||||
| September 30, 2026 | ||||||||||||||||||||||||
License #2:
| 12. | Equipment financing |
In October 2025, the Company’s subsidiary, AGA (which merged into A&B effective July 2, 2026), entered into an equipment finance agreement with U.S. Bank Equipment Finance to finance the purchase of certain manufacturing equipment and the equipment is pledged as collateral under the financing arrangement.
The total cost of the financed equipment was approximately $
Monthly payments for the equipment financing loan are $
As of September 30, 2026, the outstanding principal balance under the AGA equipment financing loan was $
19
On August 3, 2026, the Company’s subsidiary, A&B, financed the purchase of manufacturing equipment of $
| As at September 30, 2026 | Loan payments ($) | |||
| 2026 (remaining three months) | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| 2031 and thereafter | ||||
| Total future payments | $ | |||
| Less: imputed interest | ( | ) | ||
| Outstanding principal balance | $ | |||
| Current portion | $ | |||
| Non-current portion | $ | |||
| 13. | Operating Leases |
The Company’s subsidiaries, AGA, Pacific Sun, SVM and A&B entered into non-cancelable operating leases for the office and warehouse spaces occupied to operate its business.
The Pacific Sun lease was executed on July 9, 2025, and the Company committed to monthly lease payments of $
The AGA lease was executed on July 19, 2025, and the Company committed to monthly lease payments of $
The SVM lease commenced on February 2, 2026, and the Company committed to monthly base lease payments of $
The A&B lease was signed on May 21, 2026 and commenced on June 1, 2026, with monthly base rent of $
The Company used a discount rate of
The Company recognized a total lease cost related to its non-cancelable operating leases of $
20
The Company recognizes right-of-use (“ROU”) assets and corresponding lease liabilities for operating leases in accordance with ASC 842, Leases. ROU assets represent the Company’s right to use underlying leased assets over the lease term and are initially measured at the amount of the lease liability, adjusted for initial direct costs, prepaid lease payments, and lease incentives.
As of September 30, 2026, the Company’s operating lease ROU assets had a carrying value of $
As of September 30, 2026 and December 31, 2025, the Company recorded a security deposit of $
Future minimum lease payments under the Company’s operating leases that have an initial non-cancelable lease term in excess of one year at September 30, 2026, are as follows:
| As at September 30, 2026 | Lease payments ($) | |||
| 2026 (remaining three months) | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Thereafter | ||||
| Total future payments | $ | |||
| Less: imputed interest | ( | ) | ||
| Operating lease liabilities | $ | |||
| Operating lease liabilities-current | $ | |||
| Operating lease liabilities- non-current | $ | |||
| 14. | Convertible debt under ELOC Agreements |
On September 23, 2025, the Company entered into a securities purchase agreement, establishing an equity line of credit of up to $
On April 16, 2026, the Company entered into a second securities purchase agreement, establishing a further equity line of credit with an aggregate commitment amount of up to $
The Company is accounting for the convertible debt host contracts under ASC 470-20, , Debt with Conversion and Other Options, at amortized cost and has determined that the conversion options meets the definition of an embedded derivative liability which is separately accounted for at fair value in accordance with ASC 815-15 Derivatives and Hedging — Embedded Derivatives (Note 15).
21
A continuity of the amortized cost of the convertible debt hosts contract are as follows:
| First ELOC Agreement | Second ELOC Agreement | Total | ||||||||||
| Balance, January 1, 2026 | $ | $ | - | $ | ||||||||
| Principal | ||||||||||||
| Fair value of embedded derivative liability | ( | ) | ( | ) | ( | ) | ||||||
| Allocation of original issue discount and issuance cost (1) | ( | ) | ( | ) | ( | ) | ||||||
| Accretion | ||||||||||||
| Interest expense | ||||||||||||
| Repayment through common stock | ( | ) | ( | ) | ( | ) | ||||||
| Balance, September 30, 2026 | $ | $ | $ | |||||||||
| (1) |
| 15. | Derivative liabilities |
Liability classified stock purchase warrants
As of September 30, 2026, the following liability classified stock purchase warrants were outstanding:
| Outstanding | Expiry date | Weighted average exercise price ($) | ||||||
As of September 30, 2026 and December 31, 2025, the weighted average life of derivative liability classified stock purchase warrants outstanding was
Embedded derivative liabilities
The Company determined that the conversion features embedded in the secured pre-paid purchase instruments issued in connection with the ELOC arrangements were required to be separated from the convertible debt host contracts and accounted for as derivative liabilities. The derivative liabilities were initially recognized at fair value and are remeasured at fair value at each reporting date, with changes in fair value recognized in the condensed consolidated statement of operations.
During the nine months ended September 30, 2026, the Company recognized additional derivative liabilities of $
22
The following table summarizes the activity in the Company’s embedded derivative liabilities during the nine months ended September 30, 2026:
| Amount | ||||
| Balance, January 1, 2026 | $ | |||
| Addition | ||||
| Change in fair value | ( | ) | ||
| Derecognition upon settlement of convertible debt | ( | ) | ||
| Balance, September 30, 2026 | $ | |||
| 16. | NorthStrive Acquisition Corp I. – Variable Interest Entity |
NorthStrive Acquisition Corp I. (“NSAI”) is a blank check company incorporated in the Cayman Islands on April 27, 2026 for the purpose of effecting a business combination. NSAI is sponsored by the Sponsor, a wholly owned subsidiary of the Company.
NSAI is a variable interest entity (“VIE”) because its equity investment at risk is not sufficient to finance its activities without additional subordinated financial support. The Company, through the Sponsor, is the primary beneficiary of NSAI. The Sponsor holds
On August 19, 2026, NSAI completed its initial public offering of
As of September 30, 2026, NSAI’s assets included in the condensed consolidated balance sheet consisted primarily of restricted cash held in the Trust Account of $
23
Changes in the redeemable noncontrolling interest were as follows:
| Gross proceeds | $ | |||
| Less: proceeds allocated to public warrants, public rights and over-allotment option | ( | ) | ||
| Less: issuance costs allocated to Public Shares | ( | ) | ||
| Plus: remeasurement to redemption value | ||||
| Balance, September 30, 2026 | $ |
| 17. | Equity |
Common Stock
Authorized
As of September 30, 2026, and December 31, 2025, the Company had
Issued and outstanding
As of September 30, 2026, and December 31, 2025, the Company had
Transactions during the nine months ended September 30, 2026
During the nine months ended September 30, 2026, the Company issued an aggregate of
In addition, on April 17, 2026 the Company issued
On August 21, 2026, the Company entered into an exchange agreement with the investor under the First ELOC Agreement, pursuant to which a new secured pre-paid purchase in the principal amount of $
24
Transactions during the nine months ended September 30, 2025
On January 28, 2025, the Company entered into and completed a warrant inducement transaction with the holders of its Series A Common Stock Purchase Warrants pursuant to a warrant inducement agreement (“Series A Warrants”). Under the warrant inducement agreement, the exercise price of the outstanding Series A Warrants was reduced from $
On February 2, 2025, the Company issued
On March 7, 2025, the Company repurchased
On March 18, 2025, the Company entered into a securities purchase agreement with an existing investor to repurchase one (1) share of common stock and a warrant to purchase one (1) share of common stock at an exercise price of $
On March 21, 2025, the Company entered into a Securities Purchase Agreement between the Company and certain institutional investors with respect to a registered direct offering for the offer and sale of
On March 26, 2025, the Company entered into a first amendment to the exclusive license agreement covering License # 2 (Note 11), expanding its rights to include the growing animal health market. The Company issued
On August 22, 2025, the Company entered into warrant inducement agreements with certain existing common stock purchase warrant holders. Under these warrant inducement agreements, the exercise price of the outstanding replacement warrants was reduced from $
On September 23, 2025, in connection with the ELOC Agreement, the Company issued
During the nine months ended September 30, 2025, the Company sold an aggregate of
Preferred Stock
Authorized
As of September 30, 2026, and December 31, 2025, the Company had
25
Issued and outstanding
As at September 30, 2026, and December 31, 2025, the Company had
Transactions during the nine months ended September 30, 2026, and 2025
On March 26, 2025, at a special meeting of the shareholders, the shareholders approved the issuance of
Equity Warrants
Transactions during the nine months ended September 30, 2026.
There were no equity warrants granted, exercised, repurchased or cancelled during the nine months ended September 30, 2026, other than the expiry of one equity warrant described below.
On August 28, 2026, 1 equity warrant held by the Mark L Living Trust, with an exercise price of $
Transactions during the nine months ended September 30, 2025.
On January 28, 2025, in connection with the warrant inducement agreement (see above) and the exercise of the Series A Warrants, the Company issued
As noted above, on March 18, 2025, the Company entered into a securities purchase agreement with an existing investor to repurchase one (1) share of common stock and a warrant to purchase 1 share of common stock at an exercise price of $
On March 24, 2025, the Company consummated a registered direct offering with institutional investors, issuing
On April 14, 2025, all
On August 22, 2025, the Company entered into a warrant inducement agreement with existing warrant holders to amend and reprice their outstanding common stock purchase warrants and issue new common stock purchase warrants to the existing warrant holders. These holders’ existing warrants were repriced from $
26
As of September 30, 2026, the following equity warrants were outstanding:
| Outstanding | Expiry date | Weighted average exercise price ($) | |||||
As of September 30, 2026, and December 31, 2025, the weighted average life of equity warrants outstanding was
As of September 30, 2026, total warrants outstanding across all classes were
Stock Options
The Company has a stock option plan included in the Company’s 2025 Equity Incentive Plan (the “Plan”) where the Board of Directors or any of its committees can grant Incentive Stock Options, Nonstatutory Stock Options, and Restricted Stock to employees, advisors and directors of the Company. As of September 30, 2026, the aggregate number of shares reserved for issuance pursuant to awards granted under the Plan was
Transactions during the nine months ended September 30, 2026
On June 1, 2026, the Company granted
Transactions during the nine months ended September 30, 2025
There was no stock option activity during the nine months ended September 30, 2025.
The continuity of stock options for the nine months ended September 30, 2026, and December 31, 2025, is summarized below:
| Number of stock options | Weighted average exercise price | |||||||
| Outstanding, December 31, 2025 | ||||||||
| Granted | ||||||||
| Forfeited | - | - | ||||||
| Exercised | - | - | ||||||
| Outstanding, September 30, 2026 | ||||||||
27
As of September 30, 2026, the following options were outstanding, entitling the holders thereof the right to purchase one common stock for each option held as follows:
| Outstanding | Vested | Expiry date | Weighted average exercise price ($) | |||||||||
As of September 30, 2026, and December 31, 2025, the weighted average life of stock options outstanding was
Compensation cost for the June 1, 2026 grant is recognized on a graded-vesting basis, with each monthly tranche expensed over its respective vesting period.
For the nine months ended September 30, 2026, the Company recognized share-based compensation of $
| 18. | Related Party Transactions |
Related parties consist of the following individuals and corporations:
| ● | Braeden Lichti, Non-executive, Non-employee Chairman |
| ● | Jordan Plews, Former Director (resigned December 23, 2024) and CEO of Skincare and BioSciences (resigned January 16, 2025) |
| ● | Graydon Bensler, Non-employee CFO, CEO and Director |
| ● | Jeffrey Parry, Director (appointed June 1, 2023) |
| ● | Julie Daley, Director (appointed June 1, 2023) |
| ● | George Kovalyov, Director (appointed March 1, 2024) |
| ● | GB Capital Ltd., controlled by Graydon Bensler |
| ● | JP Bio Consulting LLC, controlled by Jordan Plews |
| ● | BWL Investments Ltd., controlled by Braeden Lichti |
| ● | Northstrive Companies Inc., controlled by Braeden Lichti |
| ● | Mystic Marine Advisors, controlled by Jeffrey Parry |
28
Key management personnel include those persons having authority and responsibility for planning, directing, and controlling the activities of the Company as a whole. The Company has determined that key management personnel consist of members of the Company’s Board of Directors, corporate officers, and individuals with more than
Remuneration attributed to key management personnel are summarized as follows:
| Three months ended September 30, 2026 | Three months ended September 30, 2025 | Nine months ended September 30, 2026 | Nine months ended September 30, 2025 | |||||||||||||
| Consulting fees | $ | $ | $ | $ | ||||||||||||
| Management fees | ||||||||||||||||
| Director fees | ||||||||||||||||
| Bonus | - | - | ||||||||||||||
| Salaries | - | - | - | |||||||||||||
| Share-based compensation | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
During the nine months ended September 30, 2026:
The Company incurred consulting fees and contracted performance bonuses of $
The Company incurred consulting fees and contracted performance bonuses of $
The Company incurred director’s fees of $
The Company incurred director’s fees of $
During the nine months ended September 30, 2026, the Company reimbursed health insurance costs, for the benefit of Graydon Bensler, of $
The Company incurred director’s fees of $
The Company incurred management fees of $
29
The Company incurred management fees of $
On August 27, 2026, the Company entered into a five-year Trademark License Agreement with Northstrive Companies Inc. for the use of the NorthStrive® name and marks, for a license fee of $
Jordan Plews, Former Director and former CEO of Skincare and BioSciences, earned a salary of $nil and $
During the nine months ended September 30, 2026, the Company granted
Details of the fair value, as calculated on the grant date, to each related party in the current and prior periods, and the related expense recorded for the nine months ended September 30, 2026, and 2025 are as follows:
| Nine Months Ended September 30, 2026 | Nine Months Ended September 30, 2025 | Grant date fair value | ||||||||||
| Braeden Lichti, Non-executive Chairman | $ | $ | $ | |||||||||
| Graydon Bensler, CEO, CFO and Director | ||||||||||||
| Jordan Plews, Former Director and former CEO of Skincare and BioSciences2 | - | |||||||||||
| Jeffrey Parry, Director | ||||||||||||
| Julie Daley, Director | ||||||||||||
| George Kovalyov, Director | ||||||||||||
| $ | $ | $ | ||||||||||
As of September 30, 2026 and December 31, 2025, the Company had $
As of September 30, 2026, the Company had $
As of September 30, 2026, the Company recorded accrued director fees payable to related parties of $
These amounts are unsecured, non-interest bearing and are due on demand.
30
| 19. | Commitments and Contingencies |
Other than the operating lease commitments (Note 13), equipment financing obligations (Note 12), license milestone obligations (Note 11) and the deferred underwriting fee payable by NSAI (Note 16), there were no commitments as of September 30, 2026, and December 31, 2025.
As of September 30, 2026, the Company had an ongoing dispute that arose in the normal course of business and mediation discussions are ongoing. It is not yet possible to predict the likelihood of an unfavorable outcome, or the amount or range of potential loss.
| 20. | Concentrations |
Customers
For the nine months ended September 30, 2026, the Company had 2 key customers that represented approximately
| The nine months Ended September 30, 2026 | ||||
| Customer 1 | % | |||
| Customer 2 | % | |||
| % | ||||
Suppliers
During the nine months ended September 30, 2026, no supplier represented more than 10% of the cost incurred in the purchase of inventory.
The Company continually evaluates the performance of its suppliers and the availability of alternatives to substitute or supplement its inventory production supply chain. The Company believes that a breakdown in supply from one of its key suppliers would be overcome in a short amount of time given the availability of alternatives.
Accounts receivable
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of trade receivables. The Company performs ongoing credit evaluations of its customers, generally does not require collateral, and maintains an allowance for credit losses based on expected collectability (Note 6).
As of September 30, 2026, one customer in the precision engineering and machining segment accounted for approximately
| 21. | Reportable Segments and Geographic Areas |
The Company’s continuing operations consist of
The following is a summary of the Company’s operations for the three months ended September 30, 2026, split between reportable segments:
| Corporate, Treasury and Biosciences | IT Packaging Solutions | Precision Engineering and Machining | Total | |||||||||||||
| Revenue | $ | - | $ | $ | $ | |||||||||||
| Cost of sales | $ | - | $ | $ | $ | |||||||||||
| Gross profit | $ | - | $ | $ | $ | |||||||||||
| Expenses | $ | $ | $ | $ | ||||||||||||
| Other income (expense) | $ | $ | $ | ( | ) | $ | ||||||||||
| Net loss from continuing operations | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
31
The following is a summary of the Company’s operations for the nine months ended September 30, 2026, and assets and liabilities as of September 30, 2026, split between reportable segments:
| Corporate, Treasury and Biosciences | IT Packaging Solutions | Precision Engineering and Machining | Total | |||||||||||||
| Revenue | $ | - | $ | $ | $ | |||||||||||
| Cost of sales | $ | - | $ | $ | $ | |||||||||||
| Gross profit | $ | - | $ | $ | $ | |||||||||||
| Expenses | $ | $ | $ | $ | ||||||||||||
| Other income (expense) | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||
| Net loss from continuing operations | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Current Assets | $ | $ | $ | $ | ||||||||||||
| Non-current assets | $ | $ | $ | $ | ||||||||||||
| Total Assets | $ | $ | $ | $ | ||||||||||||
| Current liabilities | $ | $ | $ | $ | ||||||||||||
| Non-current liabilities | $ | $ | $ | $ | ||||||||||||
| Total Liabilities | $ | $ | $ | $ | ||||||||||||
| Redeemable noncontrolling interest | $ | $ | - | $ | - | $ | ||||||||||
| Total Equity | $ | $ | $ | $ | ||||||||||||
All of the Company’s revenue is generated with customers located in the United States. The majority of the Company’s continuing operations are conducted from and its assets are located in the United States. PMGC Research, the Company’s Canadian subsidiary, was located in Canada and provided limited operational support and research.
| 22. | Subsequent Events |
Management has evaluated events subsequent to September 30, 2026, up to November 13, 2026, for transactions and other events that may require adjustment of and/or disclosure in the consolidated financial statements.
On October 8, 2026, the Company registered NorthStrive Holdings, Inc. as a “doing business as” (“DBA”) name and commenced operating under that name in its mergers and acquisitions, operating, SPAC sponsorship and corporate communications activities. The Company’s use of the NorthStrive® name and marks is supported by a Trademark License Agreement dated August 27, 2026 (Note 18) with NorthStrive Companies, the registered owner of the NorthStrive® name and marks, which also serves as the Company’s management and advisory firm and is a related party of the Company. The Company intends to complete a formal legal name change to NorthStrive Holdings, Inc. within approximately six months, subject to the required SEC, Nasdaq and state filings. The Company’s Nasdaq ticker symbol remains unchanged.
On October 1, 2026, the underwriters’ over-allotment option in NSAI’s initial public offering expired unexercised and the related
On October 30, 2026, NSAI entered into a business combination agreement with Nuclea Energy Inc. and 1614485 B.C. Ltd., a wholly owned subsidiary of NSAI. Completion of the business combination is subject to conditions, including the approval of NSAI’s shareholders. Concurrently, NSAI, the Sponsor and Sinamor LLC entered into a securities purchase agreement under which the Sponsor agreed to sell up to
On October 30, 2026, the Company agreed to subscribe for $
Subsequent to September 30, 2026, the Company issued
Other than the matters disclosed above, no subsequent events have been identified that require adjustment of or disclosure in these condensed consolidated financial statements.
32
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited condensed consolidated financial statements and the notes to those statements included elsewhere in this Quarterly Report and the audited consolidated financial statements and the other information set forth in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the U.S. Securities and Exchange Commission on March 30, 2026.
Forward-Looking Statements
This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors Section in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 30, 2026. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Organization and Overview of Operations
PMGC currently manages and operates a diverse portfolio of subsidiaries:
| ● | Northstrive BioSciences Inc. (“Northstrive Bio”) – a biopharmaceutical company focusing on the development and acquisition of cutting-edge aesthetic medicines and therapeutic products. Our lead asset, EL-22, is leveraging a first-in-class engineered probiotic approach to address obesity’s pressing issue of preserving muscle while on weight loss treatments, including GLP-1 receptor agonists. |
| ● | PMGC Capital LLC – a multi-strategy investment firm focused on direct investments, strategic lending, and acquiring undervalued companies and assets across diverse markets. Our mission is to identify and seize high-potential opportunities, delivering sustainable growth and maximizing returns on capital. |
| ● | ELAB Opportunity Holdings LLC - a wholly owned Utah subsidiary - was formed to facilitate and hold assets related to the Company’s secured pre-paid purchase and financing collateral arrangements. ELAB Opportunity supports the Company’s strategic financing structure and related treasury activities. |
33
| ● | Pacific Sun Packaging Inc. (“Pacific Sun”) - a California-based custom IT packaging company providing innovative, sustainable, and technology-driven packaging solutions to industrial and consumer markets. |
| ● | AGA Precision Systems LLC. (“AGA”) - a California-based precision engineering and CNC machining company specializing in the design and production of high-tolerance components for industrial and technology applications. In October 2025, AGA acquired substantially all the operating assets of Indarg Engineering, Inc. AGA expands PMGC’s advanced manufacturing footprint and enhances its capacity to deliver vertically integrated engineering and production solutions across multiple sectors. On July 2, 2026, AGA merged into A&B Aerospace, Inc., another wholly owned subsidiary of the Company, with A&B continuing as the surviving entity. |
| ● | SVM Machining, Inc. (“SVM”) - a California-based precision machining and aerospace manufacturing company specializing in high-precision components and complex machining solutions for aerospace, defense, and industrial applications. SVM enhances PMGC’s advanced manufacturing capabilities and expands the Company’s footprint in the aerospace and defense sectors. |
| ● | NorthStrive Defense Tech LLC - a wholly owned subsidiary focused on defense technology, including drone technology, autonomous systems, and next-generation unmanned defense solutions. NorthStrive Defense Tech was formed to identify, acquire, license, and commercialize advanced defense technologies. | |
| ● | A&B Aerospace, Inc. (“A&B”) - a California-based precision machining company producing high-tolerance machined components and assemblies for aerospace customers. A&B further extends PMGC’s aerospace manufacturing capacity and its qualification and certification base. A&B was acquired on May 11, 2026 (Note 5). On July 2, 2026, AGA Precision Systems LLC merged into A&B, with A&B continuing as the surviving entity. | |
| ● | NorthStrive Sponsor I LLC - a wholly owned subsidiary that acts as the sponsor of NorthStrive Acquisition Corp I, a special purpose acquisition company. The Sponsor was formed to hold the Company’s sponsor interest in, and to fund the formation and offering costs of, that special purpose acquisition company. | |
| ● | NorthStrive Acquisition Corp I - a special purpose acquisition company incorporated as an exempted company with limited liability under the laws of the Cayman Islands with effect from April 27, 2026, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. On August 19, 2026, NorthStrive Acquisition Corp I completed its initial public offering of 10,000,000 units at $10.00 per unit, generating gross proceeds of $100,000,000, which were placed in a trust account. Through the Sponsor, PMGC holds 51.7% of NorthStrive Acquisition Corp I’s Class B ordinary shares and approximately 18.1% of its issued and outstanding ordinary shares, and consolidates it as a variable interest entity. |
Outlook
Management’s Plans
Over the next twelve months, we intend to focus on:
| ● | Increasing revenue by achieving successful returns on capital through PMGC Capital LLC, our multi-strategy investment vehicle, by acquiring and managing undervalued assets, public and private investments, and structured financing opportunities. | |
| ● | Establishing new wholly owned subsidiaries to develop and commercialize newly acquired or licensed assets across various industries. | |
| ● | Utilizing clinical validation studies to strengthen the commercial potential and scientific credibility of our portfolio companies’ technologies. | |
| ● | Advancing clinical development to progress NorthStrive Biosciences’ clinical assets toward Investigational New Drug (IND) applications. | |
| ● | Pursuing additional acquisitions of operating business-to-business companies with positive EBITDA. | |
| ● | Evaluating potential opportunities such as out licensing our biotechnology applications, potential spin-offs, and creating new publicly traded companies, such as Special Purpose Acquisition Corporations (“SPACs”) |
34
Results of Operations
Comparison of the nine months ended September 30, 2026 and 2025.
The following table provides certain selected financial information for continuing operations for the periods presented and does not include activity from the skincare business of the Company:
| Nine Months Ended September 30, 2026 | Nine Months Ended September 30, 2025 | Change | ||||||||||
| Revenue | $ | 4,518,968 | $ | 285,948 | $ | 4,233,020 | ||||||
| Cost of goods sold | $ | 3,301,359 | $ | 207,918 | $ | 3,093,441 | ||||||
| Gross margin | $ | 1,217,609 | $ | 78,030 | $ | 1,139,579 | ||||||
| Consulting Fees | $ | 2,610,415 | $ | 1,367,005 | $ | 1,243,410 | ||||||
| Office and Administration | $ | 4,883,301 | $ | 1,255,413 | $ | 3,627,888 | ||||||
| Professional Fees | $ | 1,467,271 | $ | 939,754 | $ | 527,517 | ||||||
| Investor Relations | $ | 145,097 | $ | 161,157 | $ | (16,060 | ) | |||||
| Research and Development | $ | 487,541 | $ | 114,108 | $ | 373,433 | ||||||
| Depreciation and Amortization | $ | 725,486 | $ | 36,389 | $ | 689,097 | ||||||
| Marketing and Promotion | $ | 132,521 | $ | 182,407 | $ | (49,886 | ) | |||||
| Repairs and Maintenance | $ | 142,378 | $ | 312,579 | $ | (170,201 | ) | |||||
| Travel and Entertainment | $ | 237,210 | $ | 119,684 | $ | 117,526 | ||||||
| Foreign Exchange (Gain) Loss | $ | 24,126 | $ | 3,677 | $ | 20,449 | ||||||
| Bad Debt Expense | $ | 1,567 | $ | - | $ | 1,567 | ||||||
| Total operating expenses | $ | 10,856,913 | $ | 4,492,173 | $ | 6,364,740 | ||||||
| Other income (expense)1 | $ | (527,281 | ) | $ | (362,176 | ) | $ | (165,105 | ) | |||
| Net loss from continuing operation | $ | (10,166,585 | ) | $ | (4,776,319 | ) | $ | (5,390,266 | ) | |||
| Basic and dilutive loss per common share- continuing operations | $ | (24.973 | ) | $ | (3,296.290 | ) | $ | 3,271.317 | ||||
| Weighted average number of shares outstanding – basic and diluted | 446,511 | 1,449 | ||||||||||
| 1 | Other income (expense) relates to finance cost, interest income, interest expense, dividend income, unrealized fair value gain/loss on investments, realized gain/loss on sale of investments, fair value change on derivative liabilities, change in fair value of contingent consideration, gain on the termination of the intangible asset, gain and loss on disposal of PP&E, and other income.
Loss per share and the weighted average number of shares outstanding have been retrospectively adjusted for the 1-for-4 reverse stock split that became effective on January 6, 2026, the 1-for-6 reverse stock split that became effective on March 10, 2026, and the 1-for-10 reverse stock split that became effective on August 21, 2026. On a combined basis, this reflects a reverse stock split of 1-for-240. |
35
Revenue
Revenue for the nine months ended September 30, 2026, was $4,518,968 as compared to $285,948 for the nine months ended September 30, 2025, an increase of $4,233,020. The increase was primarily attributable to revenue generated by SVM Machining and A&B Aerospace, which were acquired in February and May 2026, respectively, together with a full period of revenue from Pacific Sun Packaging and AGA Precision Systems, which were acquired in July 2025 and contributed revenue only in the three months ended September 30, 2025 in the comparative period.
Our revenue by category is as follows:
| For the nine months ended September 30, 2026 | ||||
| Pacific Sun – Sale of IT packaging | $ | 489,642 | ||
| AGA – Machine work | 533,817 | |||
| SVM-Machine work | 1,362,086 | |||
| A&B – Aerospace components | 2,133,423 | |||
| Total Revenue | $ | 4,518,968 | ||
Cost of Revenue
Cost of revenue for the nine months ended September 30, 2026, was $3,301,359 as compared to $207,918 for the nine months ended September 30, 2025, an increase of $3,093,441.
The increase in cost of revenue is directly attributed to the higher revenue recognized by the manufacturing and packaging subsidiaries during the nine months ended September 30, 2026, compared to 2025. The following is a breakdown of cost of revenue by category:
| For the nine months ended September 30, 2026 | Pacific Sun – Sale of IT packaging | AGA – Machine work | SVM – Machine work | A&B – Aerospace components | Total | |||||||||||||||
| Total Cost of Revenue | $ | 259,471 | $ | 723,326 | $ | 965,044 | $ | 1,353,518 | $ | 3,301,359 | ||||||||||
Gross Profit
Gross profit for the nine months ended September 30, 2026, was $1,217,609, as compared to $78,030 for the nine months ended September 30, 2025, an increase of $1,139,579. This represents an overall gross margin percentage of 26.94% for the nine months ended September 30, 2026, compared to 27.29% in 2025. The increase in gross profit was primarily attributable to the inclusion of revenues generated from the acquired subsidiaries, partially offset by a negative gross margin at AGA, where cost of revenue, including production overhead and rent, exceeded revenue.
36
The following is a breakdown of gross profit percentage by category:
| For the nine months ended September 30, 2026 | ||||
| Pacific Sun – Sale of IT packaging | 47.01 | % | ||
| AGA – Machine work | (35.50 | )% | ||
| SVM-Machine work | 29.15 | % | ||
| A&B – Aerospace components | 36.56 | % | ||
| Overall Gross Profit Percentage | 26.94 | % | ||
Research and Development Expenses
Research and development expenses for the nine months ended September 30, 2026, were $487,541 compared to $114,108 for the nine months ended September 30, 2025, an increase of $373,433. Research and development relates to the Company’s spending on clinical validation studies and product development. The increase is primarily attributable to research and development activity at PMGC Holdings and NorthStrive Defense Tech, which was formed in April 2026, together with research services provided to NorthStrive BioSciences.
Office and Administrative Expenses
Office and administrative expenses for the nine months ended September 30, 2026 were $4,883,301, compared to $1,255,413 for the nine months ended September 30, 2025, an increase of $3,627,888. The increase was primarily due to higher corporate activity at PMGC Holdings, including the costs of the Company’s financing initiatives, NorthStrive Acquisition Corp I and the management and integration of the acquired businesses, together with the office and administrative costs of the acquired subsidiaries, which drove general office and administrative costs to $3,755,535 from $1,063,687. Rent expense increased to $586,142 from $141,942, reflecting the leased premises of Pacific Sun, AGA, SVM and A&B Aerospace. Share-based compensation included in office and administration increased to $538,124 from $49,785, principally in respect of the options granted on June 1, 2026.
Consulting Fees
Consulting fees for the nine months ended September 30, 2026 were $2,610,415, compared to $1,367,005 for the nine months ended September 30, 2025, an increase of $1,243,410. The Company’s Chief Executive Officer, Chief Financial Officer, and Chairman provide services in a consulting capacity. The increase was primarily driven by bonus-related consulting expenses of $2,082,415, compared to $616,800 in the prior-year period, representing contractual bonuses approved by the Board of Directors and the Compensation Committee. The increases were partially offset by the absence of external consulting services of $307,105 incurred in the prior-year period.
Professional Fees
Professional fees for the nine months ended September 30, 2026 were $1,467,271, compared to $939,754 for the nine months ended September 30, 2025, an increase of $527,517. The increase was primarily due to higher legal fees of $557,706 (2025 – $499,863) incurred on the acquisitions completed during the period, the equity line of credit financings, NorthStrive Acquisition Corp I and intellectual property matters; higher audit fees of $285,005 (2025 – $158,500) and accounting and tax fees of $200,660 (2025 – $97,518) reflecting the increased level of compliance activity; and $359,409 (2025 – $99,441) of other professional services, including HR consulting, valuation fees and business transition consulting. This increase was partially offset by lower filing fees of $64,491 (2025 – $84,432).
37
Investor Relations
Investor relations expenses for the nine months ended September 30, 2026 were $145,097, compared to $161,157 for the nine months ended September 30, 2025, a decrease of $16,060. The decrease was primarily due to the reduction in the NASDAQ listing fee to $4,666 per month from $7,166 per month, together with the absence of certain investor relations costs incurred in the prior-year period, including $36,142 related to Broadridge and $10,000 related to Investor Hub, partially offset by higher investor relations activity in the three months ended September 30, 2026.
Marketing and Promotion
Marketing and promotion expenses for the nine months ended September 30, 2026 were $132,521, compared to $182,407 for the nine months ended September 30, 2025, a decrease of $49,886. The decrease is attributable to lower promotional activity at PMGC Holdings ($67,428 in the current period). The decrease was partially offset by the marketing costs of the subsidiaries (A&B Aerospace $35,628 and Pacific Sun $29,069).
Repairs and Maintenance
Repairs and maintenance expenses for the nine months ended September 30, 2026 were $142,378, compared to $312,579 for the nine months ended September 30, 2025, a decrease of $170,201. The decrease reflects significant repairs and maintenance incurred in the three months ended September 30, 2025. Current-period costs relate mainly to the plant and machinery of A&B Aerospace.
Travel and Entertainment
Travel and entertainment expenses for the nine months ended September 30, 2026 were $237,210, compared to $119,684 for the nine months ended September 30, 2025, an increase of $117,526. The increase is due to a higher volume of business travel during the current period, primarily related to the acquisitions completed and the financing activities undertaken.
Depreciation and Amortization
Depreciation and amortization for the nine months ended September 30, 2026 was $725,486, compared to $36,389 for the nine months ended September 30, 2025, an increase of $689,097. The increase is attributable to the amortization of intangible assets recognized on the business combinations and depreciation on the property and equipment of the acquired subsidiaries.
Other income (expense)
Other income (expense) for the nine months ended September 30, 2026 was a net expense of $527,281, compared to a net expense of $362,176 for the nine months ended September 30, 2025, an unfavorable variance of $165,105. The variance was primarily due to interest expense of $1,544,796 (2025 – $27,877), representing accretion of discount and contractual interest on the convertible debt host under the pre-paid purchases issued under the Company’s two equity line of credit facilities together with interest on the equipment financing obligations; finance costs of $649,018 (2025 – $179,479), primarily representing the original issue discount and transaction costs allocated to the bifurcated derivatives on those pre-paid purchases; and a loss on disposal of property and equipment of $63,345 (2025 – $nil). The unfavorable variance was partially offset by a fair value gain on derivative liabilities of $918,376 (2025 – $nil), higher interest income of $635,070 (2025 – $89,789), primarily earned on the funds held in the trust account of NorthStrive Acquisition Corp I, and a realized gain on investments of $162,316, compared to a realized loss of $397,365 in the prior-year period. The prior-year period also included a $129,613 gain on the termination of an intangible asset.
38
Comparison of the three months ended September 30, 2026 and 2025.
The following table provides certain selected financial information for continuing operations for the periods presented and does not include activity from the skincare business of the Company:
| Three Months Ended September 30, 2026 | Three Months Ended September 30, 2025 | Change | ||||||||||
| Revenue | $ | 2,530,364 | $ | 285,948 | $ | 2,244,416 | ||||||
| Cost of goods sold | $ | 1,928,920 | $ | 207,918 | $ | 1,721,002 | ||||||
| Gross margin | $ | 601,444 | $ | 78,030 | $ | 523,414 | ||||||
| Consulting Fees | $ | 175,200 | $ | 621,103 | $ | (445,903 | ) | |||||
| Office and Administration | $ | 1,896,245 | $ | 726,543 | $ | 1,169,702 | ||||||
| Professional Fees | $ | 322,692 | $ | 389,111 | $ | (66,419 | ) | |||||
| Investor Relations | $ | 99,699 | $ | 44,380 | $ | 55,319 | ||||||
| Research and Development | $ | 130,261 | $ | 15,000 | $ | 115,261 | ||||||
| Depreciation and Amortization | $ | 284,805 | $ | 35,284 | $ | 249,521 | ||||||
| Marketing and Promotion | $ | 72,754 | $ | 64,484 | $ | 8,270 | ||||||
| Repairs and Maintenance | $ | 29,731 | $ | 312,579 | $ | (282,848 | ) | |||||
| Travel and Entertainment | $ | 65,432 | $ | 64,273 | $ | 1,159 | ||||||
| Foreign Exchange (Gain) Loss | $ | 3,546 | $ | 4,174 | $ | (628 | ) | |||||
| Total operating expenses | $ | 3,080,365 | $ | 2,276,931 | $ | 803,434 | ||||||
| Other income (expense)1 | $ | 258,068 | $ | (417,117 | ) | $ | 675,185 | |||||
| Net loss from continuing operation | $ | (2,220,853 | ) | $ | (2,616,018 | ) | $ | 395,165 | ||||
| Basic and dilutive loss per common share- continuing operations | $ | (4.011 | ) | $ | (1,188.019 | ) | $ | 1,184.008 | ||||
| Weighted average number of shares outstanding – basic and diluted | 799,140 | 2,202 | ||||||||||
| 1 | Other income (expense) relates to finance cost, interest income, interest expense, dividend income, unrealized fair value gain/loss on investments, realized gain/loss on sale of investments, fair value change on derivative liabilities, change in fair value of contingent consideration, gain and loss on disposal of PP&E, and other income. |
Revenue, Cost of Revenue and Gross Margin
Revenue for the three months ended September 30, 2026 was $2,530,364, compared to $285,948 for the three months ended September 30, 2025, an increase of $2,244,416, and cost of revenue was $1,928,920, compared to $207,918, an increase of $1,721,002. The increases were primarily attributable to SVM Machining and A&B Aerospace, which were acquired in 2026. Gross margin was $601,444, or 23.77% of revenue, compared to $78,030, or 27.29%, in the comparative quarter. The decrease in gross margin percentage was primarily due to the negative gross margin at AGA. Refer also to the analysis under the nine months ended September 30, 2026 above.
Research and Development Expenses
Research and development expenses for the three months ended September 30, 2026 were $130,261, compared to $15,000 for the three months ended September 30, 2025, an increase of $115,261. The increase is primarily attributable to research and development activity at PMGC Holdings and NorthStrive Defense Tech, together with research services provided to NorthStrive BioSciences.
39
Office and Administrative Expenses
Office and administrative expenses for the three months ended September 30, 2026 were $1,896,245, compared to $726,543 for the three months ended September 30, 2025, an increase of $1,169,702. The increase was primarily due to higher corporate activity at PMGC Holdings, including the costs of the financing initiatives, the initial public offering of NorthStrive Acquisition Corp I and the management and integration of the acquired businesses, together with the office and administrative costs of the subsidiaries acquired in 2026, which drove general office and administrative costs to $1,349,586 from $605,048. Rent expense increased to $187,796 from $108,315, reflecting the leased premises of the subsidiaries acquired in 2026. Share-based compensation included in office and administration increased to $355,363 from $13,180, principally in respect of the options granted on June 1, 2026.
Consulting Fees
Consulting fees for the three months ended September 30, 2026 were $175,200, compared to $621,103 for the three months ended September 30, 2025, a decrease of $445,903. The Company’s Chief Executive Officer, Chief Financial Officer, and Chairman provide services in a consulting capacity. The decrease was primarily attributable to no bonus-related consulting expenses being recognized in the current quarter (2025 – $316,800) and the absence of external consulting services of $156,603 incurred in the comparative quarter.
Professional Fees
Professional fees for the three months ended September 30, 2026 were $322,692, compared to $389,111 for the three months ended September 30, 2025, a decrease of $66,419. The decrease was primarily due to lower legal fees of $46,814 (2025 – $207,930) and lower HR consulting and other professional services of $58,791 (2025 – $99,441). These decreases were partially offset by higher accounting and tax fees of $106,723 (2025 – $35,662), primarily related to NorthStrive Acquisition Corp I, and higher audit fees of $102,000 (2025 – $45,000).
Investor Relations
Investor relations expenses for the three months ended September 30, 2026 were $99,699, compared to $44,380 for the three months ended September 30, 2025, an increase of $55,319. The increase is primarily attributable to higher investor relations activity at PMGC Holdings in the current quarter.
Marketing and Promotion
Marketing and promotion expenses for the three months ended September 30, 2026 were $72,754, compared to $64,484 for the three months ended September 30, 2025, an increase of $8,270. The change was not significant.
Repairs and Maintenance
Repairs and maintenance expenses for the three months ended September 30, 2026 were $29,731, compared to $312,579 for the three months ended September 30, 2025, a decrease of $282,848. The decrease reflects significant repairs and maintenance incurred in the comparative quarter. Current-quarter costs relate to the plant and machinery of the manufacturing subsidiaries.
Travel and Entertainment
Travel and entertainment expenses for the three months ended September 30, 2026 were $65,432, compared to $64,273 for the three months ended September 30, 2025, an increase of $1,159. The change was not significant.
Depreciation and Amortization
Depreciation and amortization for the three months ended September 30, 2026 was $284,805, compared to $35,284 for the three months ended September 30, 2025, an increase of $249,521. The increase is attributable to the amortization of intangible assets recognized on the business combinations, including SVM Machining and A&B Aerospace, and depreciation on the property and equipment of the acquired subsidiaries.
40
Other income (expense)
Other income (expense) for the three months ended September 30, 2026 was net income of $258,068, compared to a net expense of $417,117 for the three months ended September 30, 2025, a favorable variance of $675,185. The favorable variance was primarily due to interest income of $488,990 (2025 – $24,406), primarily earned on the funds held in the trust account of NorthStrive Acquisition Corp I following its initial public offering in August 2026, a fair value gain on derivative liabilities of $216,456 (2025 – $nil), lower finance costs of $28,109 (2025 – $179,479) and a lower unrealized loss on investments of $72,066 (2025 – $230,461). These items were partially offset by interest expense of $488,385 (2025 – $17,401), comprising accretion of discount and contractual interest on the convertible debt host under the pre-paid purchases together with interest on the equipment financing obligations.
Liquidity and Capital Resources
The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and ultimately the attainment of profitable operations.
As of September 30, 2026, we had cash of $12,981,851 and as of December 31, 2025, we had cash of $5,402,333. The increase between December 31, 2025 and September 30, 2026 was attributable to cash provided by financing activities exceeding cash used in operating and investing activities. In addition, as of September 30, 2026, restricted cash of $100,422,693 was held in the trust account of NorthStrive Acquisition Corp I, which is not available to fund the Company’s operations. As of September 30, 2026 and December 31, 2025, the Company had a net working capital of $3,529,581 and $2,928,959, respectively, and has an accumulated deficit of $31,332,382 and $21,017,440, respectively. Furthermore, for the nine months ended September 30, 2026, and 2025, the Company incurred a net loss of $10,151,379 and $4,765,130, respectively and used $7,226,484 and $4,183,881, respectively of cash flows for operating activities. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The accompanying condensed consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
Our principal liquidity requirements are for working capital, capital expenditure and research and development. We fund our liquidity requirements primarily through cash on hand and the issuance of common and preferred stock.
Management’s plans that alleviate substantial doubt about the Company’s ability to continue as a going concern include: (a) raising additional debt or equity financing and (b) the acquisition of cash flow generating assets or businesses. Although the Company has been successful in raising funds in the past, and expects to do so in the future, there are no guarantees that it will be able to raise funds as anticipated.
The following table provides selected financial data as of September 30, 2026, and December 31, 2025, respectively
| September 30, 2026 | December 31, 2025 | Change | ||||||||||
| Current assets | $ | 16,555,252 | $ | 6,871,255 | $ | 9,683,997 | ||||||
| Current liabilities | $ | 13,025,671 | $ | 3,942,296 | $ | 9,083,375 | ||||||
| Working capital | $ | 3,529,581 | $ | 2,928,959 | $ | 600,622 | ||||||
The following table summarizes our cash flows from operating, investing and financing activities from continuing operations:
| Nine Months Ended September 30, 2026 | Nine Months Ended September 30, 2025 | Change | ||||||||||
| Cash used in operating activities | $ | (7,226,484 | ) | $ | (4,183,881 | ) | $ | (3,042,603 | ) | |||
| Cash used in investing activities | $ | (6,925,877 | ) | $ | (2,216,512 | ) | $ | (4,709,365 | ) | |||
| Cash provided by financing activities | $ | 122,152,233 | $ | 10,116,739 | $ | 112,035,494 | ||||||
Cash Flow from Operating Activities
For the nine months ended September 30, 2026, net cash flows used in operating activities was $7,226,484 compared to $4,183,881 used during the nine months ended September 30, 2025, respectively, primarily due to the net loss for the period and the timing of settlement of assets and liabilities.
41
Cash Flows from Investing Activities
During the nine months ended September 30, 2026, net cash used in investing activities was $6,925,877, compared to $2,216,512 for the same period in 2025. The increase was primarily driven by the Company’s acquisitions of SVM and A&B Aerospace for cash consideration, net of cash acquired, of $5,848,530, purchases of investment securities through PMGC Capital of $3,374,724, and purchases of property and equipment of $696,944, partially offset by cash proceeds from the sale of investments of $2,994,321. In comparison, investing activities during the nine months ended September 30, 2025 consisted primarily of the acquisitions of Pacific Sun and AGA for cash consideration, net of cash acquired, of $1,669,787, purchases of investments of $1,564,059 and an advance of $127,300 under a short-term promissory note, offset by proceeds from the sale of investments of $1,246,228.
Cash Flows from Financing Activities
During the nine months ended September 30, 2026, net cash provided by financing activities was $122,152,233, compared to $10,116,739 for the same period in 2025. The increase was primarily attributable to net proceeds of $99,000,000 from the sale of units in the initial public offering of NorthStrive Acquisition Corp I, which are held in its trust account, net cash proceeds of $22,929,612 from the Pre-Paid Purchases under the Company’s $20 million and $40 million equity line of credit facilities, $891,507 from the sale of registered shares under the $40 million facility entered into on April 16, 2026, and $618,412 of equipment financing proceeds.
These inflows were partially offset by the settlement in full of the promissory notes payable on April 16, 2026, payments of offering costs of NorthStrive Acquisition Corp I of $501,968, payments of contingent consideration of $468,329 and repayments made toward the equipment financing loans during the period. During the nine months ended September 30, 2025, financing activities consisted primarily of $1,245,306 in proceeds from the issuance of common stock and pre-funded warrants, $1,698,058 in proceeds from the exercise of Series A warrants, $1,511,443 in proceeds from the exercise of replacement warrants, $1,672,104 from the sale of common shares under the At-the-Market share sales agreement and $3,990,007 from the Pre-Paid Purchases under the Company’s $20 million equity line of credit facility.
Critical Accounting Policies and Significant Judgments and Estimates
This discussion and analysis of our financial condition and results of operations is based on our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to revenue recognition, the collectability of receivables, valuation of inventory, fair value of investments in securities, derivative liabilities and stock options, useful lives and recoverability of long-lived assets, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgements about the carrying value of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from those estimates. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the consolidated financial statements in the period they are determined.
The Company’s policy for intangible assets require judgement in determining whether the present value of future expected economic benefits exceeds capitalized costs. The policy requires management to make certain estimates and assumptions about future economic benefits related to its operations. Estimates and assumptions may change if new information becomes available. If information becomes available suggesting that the recovery of capitalized cost is unlikely, the capitalized cost is written off/impaired to the consolidated statement of operations.
42
The assessment of whether the going concern assumption is appropriate requires management to take into account all available information about the future, which is at least, but not limited to, 12 months from the date the financial statements are issued. The Company is aware that material uncertainties related to events or conditions may cast substantial doubt upon the Company’s ability to continue as a going concern.
Foreign Currency Translation
The Company’s functional and reporting currency is the U.S. dollar. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets, liabilities, and items recorded in income arising from transactions denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.
Stock-Based Compensation
Employees - The Company accounts for share-based compensation under the fair value method which requires all such compensation to employees, including the grant of employee stock options, to be calculated based on its fair value at the measurement date (generally the grant date), and recognized in the consolidated statement of operations over the requisite service period.
Nonemployees - During June 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”) to simplify the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees. Under the requirements of ASU 2018-07, the Company accounts for share-based compensation to non-employees under the fair value method which requires all such compensation to be calculated based on the fair value at the measurement date (generally the grant date) and recognized in the statement of operations over the requisite service period.
During the nine months ended September 30, 2026 and 2025, the Company recorded $538,124 and ($29,817), respectively, in share-based compensation expense, of which $538,124 and $49,785, respectively, is included in office and administration and $nil and ($79,600), respectively, is included in discontinued operations. Within discontinued operations for the nine months ended September 30, 2025, ($73,768) and ($5,832) is included in office and administration and research and development, respectively. Share-based compensation recognized in the current period relates principally to the 112,571 options granted on June 1, 2026 at an exercise price of $17.70, having a grant-date fair value of $1,520,085 and vesting monthly over 36 tranches.
Determining the appropriate fair value model and the related assumptions requires judgment. During the nine months ended September 30, 2026 and the year ended 2025, the fair value of each option grant was estimated using a Black-Scholes option-pricing model.
The expected volatility represents the historical volatility of comparable publicly traded companies in similar industries, adjusted for variables such as stock price, market capitalization and life cycle. Due to limited historical data, the expected term for options granted is equal to the contractual life. The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected life of stock options. The Company has not paid and does not anticipate paying cash dividends on its shares of common stock; therefore, the expected dividend yield is assumed to be zero.
43
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditure or capital resources that is material to investors.
JOBS Act
On April 5, 2012, the Jumpstart Our Business Startups Act (the “JOBS Act”) was signed into law. The JOBS Act contains provisions that, among other things, eases certain reporting requirements for qualifying public companies. We will qualify as an “emerging growth company” and under the JOBS Act will be allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.
Future Related Party Transactions
The Board of Directors is required to approve all related party transactions. All related party transactions are made or entered into on terms that are no less favorable to use than can be obtained from unaffiliated third parties.
Impact of Inflation
We do not believe the impact of inflation on our Company is material.
Inflation Risk
We are also exposed to inflation risk. Inflationary factors, such as increases in labor costs, could impair our operating results. Although we do not believe that inflation has had a material impact on our financial position or results of operations to date, a high rate of inflation in the future may have an adverse effect on our ability to maintain current levels of gross margin and operating expenses.
Market Risk
Market risk is the risk of loss arising from adverse changes in market rates and prices. Our market risk exposure is generally limited to those risks that arise in the normal course of business, as we do not engage in speculative, non-operating transactions, nor do we utilize financial instruments.
44
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) at the end of the period covered by this Quarterly Report.
Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this Quarterly Report, our disclosure controls and procedures (as defined in § 240.13a-15(e) or 240.15d-15(e) under the Exchange Act) were effective to provide reasonable assurance that the information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information (i) is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures and (ii) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
We recognize that any controls system, no matter how well designed and operated, can provide only reasonable assurance of achieving its objectives, and our management necessarily applies its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the period covered by this Quarterly Report that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).
45
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are not currently a party to any pending legal proceedings that we believe will have a material adverse effect on our business or financial conditions. We may, however, be subject to various claims and legal actions arising in the ordinary course of business from time to time.
ITEM 1A. RISK FACTORS
As a smaller reporting company, we are not required to make disclosures under this item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
| (a) | There have been no sales of unregistered equity securities which took place in the fiscal quarter beginning on July 1, 2026 to September 30, 2026 that we have not previously disclosed in a Current Report on Form 8-K filed with the SEC. |
| (b) | Not applicable. |
| (c) | There were no repurchases of our Common Stock in the fiscal quarter ended September 30, 2026. |
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
| (a) | Not applicable. |
| (b) | Not applicable. |
(c) During the fiscal quarter ended September 30, 2026, none of the Company’s directors or officers (as defined in Rule 16a-1(f) under the Exchange Act)
46
Item 6. Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report.
EXHIBIT INDEX
| Exhibit No. | Description | |
| 3.1 | Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s registration statement on Form S-1 filed on February 12, 2025). | |
| 3.2 | Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s registration statement on Form S-1 filed on February 12, 2025). | |
| 3.3 | Certificate of Designations, Rights, and Preferences of Series B Preferred Stock (incorporated by reference to Exhibit 3.3 to the Company’s registration statement on Form S-1 filed on February 12, 2025). | |
| 3.4 | Amended and Restated Certificate of Designations, Rights, and Preferences of Series B Preferred Stock (incorporated by reference to Exhibit 3.1 to the current report on Form 8-K filed on February 21, 2025). | |
| 3.5 | Certificate of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on March 6, 2025). | |
| 3.6 | Certificate of Amendment filed on August 28, 2025 (included as Exhibit 3.1 to the current report on Form 8-K filed on September 4, 2025 and incorporated herein by reference). | |
| 3.7 | Certificate of Amendment filed on September 15, 2025 (included as Exhibit 3.1 to the current report on Form 8-K filed on September 17, 2025 and incorporated herein by reference). | |
| 3.8 | Certificate of Amendment filed on January 6, 2026 (included as Exhibit 3.1 to the current report on Form 8-K filed on January 6, 2026 and incorporated herein by reference). | |
| 3.9 | Certificate of Amendment filed on March 4, 2026 (included as Exhibit 3.1 to the current report on Form 8-K filed on March 10, 2026 and incorporated herein by reference). | |
| 3.10 | Certificate of Amendment filed effective August 21, 2026. (incorporated by reference to the current report on Form 8-K filed on August 27, 2026). | |
| 10.1 | Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed on April 17, 2026). | |
| 10.2 | Form of Secured Pre-Paid Purchase #1 (incorporated by reference to Exhibit 10.2 to the current report on Form 8-K filed on April 17, 2026). | |
| 10.3 | Stock Purchase Agreement for A&B Aerospace, Inc. dated as of May 11, 2026 (incorporated by reference to the current report on Form 8-K filed on May 13, 2026). | |
| 10.4 | Subscription Agreement for Secured Debentures, dated as of October 30, 2026, between PMGC Holdings Inc. and Nuclea Energy Canada Inc. (incorporated by reference to the current report on Form-8K filed November 2, 2026). | |
| 10.5 | Form of Secured Debenture of Nuclea Energy Canada Inc. (incorporated by reference to the current report on Form-8K filed November 2, 2026). | |
| 10.6 | Trademark License Agreement between the Company and NorthStrive Companies Inc. dated August 27, 2026. (incorporated by reference to the current report on Form 8-K filed on August 27, 2026). | |
| 10.7 | Exchange Agreement between the Company and Streeterville Capital, LLC dated August 21, 2026. (incorporated by reference to the current report on Form 8-K filed on August 27, 2026). | |
| 31.1 | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.2 | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1 | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 32.2 | Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 101.INS | Inline XBRL Instance Document. | |
| 101.SCH | Inline XBRL Schema Document. | |
| 101.CAL | Inline XBRL Calculation Linkbase Document. | |
| 101.DEF | Inline XBRL Definition Linkbase Document. | |
| 101.LAB | Inline XBRL Label Linkbase Document. | |
| 101.PRE | Inline XBRL Presentation Linkbase Document. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document filed as Exhibit 101). |
| # | Management contract or compensatory plan. |
| * | The schedules, exhibits or similar attachments have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish copies of any schedules, exhibits, or similar attachments to the SEC upon request. Certain portions of this exhibit have been redacted. |
| + | Portions of this exhibit have been redacted. |
47
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| PMGC Holdings Inc. | ||
| Date: November 13, 2026 | By: | /s/ Graydon Bensler |
| Name: | Graydon Bensler | |
| Title: | Chief Executive Officer and Chief Financial Officer | |
| (Principal Executive, Accounting and Financial Officer) | ||
48