PMGC Holdings (ELAB) completes Machining, Inc. CNC acquisition with $2.45M cash and earnouts

Q: What was the purchase price for PMGC Holdings’ acquisition of Machining, Inc.?

The aggregate purchase price was $2,449,148.08. This includes $2,250,000 in cash (with $2,000,000 paid at closing and $250,000 held back), a fixed $130,000 cash balance, and a $69,148 adjustment for net working capital above a $281,638 target, subject to final true‑up.

Q: Are there earnout payments tied to PMGC Holdings’ Machining, Inc. acquisition?

Yes, the seller may receive up to $1,250,000 in earnouts. A Tier 1 earnout of up to $750,000 depends on revenue above $2,500,000 through December 31, 2026, and a Tier 2 earnout of up to $500,000 depends on revenue above $3,500,000 through December 31, 2027.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

PMGC Holdings Inc. completed the acquisition of Machining, Inc., a California precision CNC machining company, on February 2, 2026. PMGC acquired 100% of the shares for a total purchase price of $2,449,148.08, including $2,250,000 in cash, a $130,000 fixed cash balance and a $69,148 net working capital adjustment subject to post-closing true-up.

The seller may earn up to an additional $1,250,000 through two revenue-based earnouts tied to performance in the 12‑month periods ending December 31, 2026 and December 31, 2027. Machining, Inc. generated revenue of $3,042,701 for the year ended December 31, 2024, serving medical, aerospace, semiconductor, biotech, pharmaceutical and transportation markets.

PMGC entered into a short transition services agreement and a lease for the facility, and obtained three‑year non‑compete and non‑solicitation commitments from the seller. The filing also includes audited and unaudited financial statements of Machining, Inc. and pro forma combined financial information.

Insights

PMGC is executing a strategy to build a multi-site precision machining platform by acquiring Machining, Inc. for mostly cash plus earnouts.

The transaction adds a Northern California ISO 9001:2015 CNC machining business with $3,042,701 of revenue for the year ended December 31, 2024. The disclosed strategy is to expand a multi-site machining platform across aerospace, defense, medical and industrial end markets, and this is described as PMGC’s third California CNC shop acquisition.

Consideration includes $2,250,000 in cash at closing (with a $250,000 holdback), plus a fixed $130,000 cash balance and a working capital adjustment of $69,148. Additional contingent earnouts of up to $750,000 through December 31, 2026 and $500,000 through December 31, 2027 are tied directly to revenue thresholds.

Three‑year non‑compete and non‑solicitation covenants help protect customer relationships in California. Pro forma financials combining PMGC with Machining, Inc. as of September 30, 2025 show how the acquired revenue and assets would have affected the consolidated balance sheet and income statement, giving investors more visibility into the combined business profile.

02/06/2026 - 04:01 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 2, 2026

PMGC Holdings Inc.

(Exact name of registrant as specified in its charter)

Nevada		001-41875		33-2382547
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

675 West Hastings Street, Suite 805 Vancouver, BC		V6B1N2
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (866) 794-4940

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4© under the Exchange Act (17 CFR 240.13e-4©)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value		ELAB		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 2.01. Completion of Acquisition or Disposition of Assets.

On February 2, 2026, PMGC Holdings Inc. (the “Company”) completed the acquisition (the “Acquisition”) of 100% of the issued and outstanding shares (the “Shares”) of SVM Machining, Inc., a California Subchapter S corporation (the “Target”), pursuant to a Stock Purchase Agreement dated February 2, 2026 (the “Agreement”), by and between the Buyer, Target, and the sole stockholder of the Target (such stockholder, “Seller”).

The Acquisition was consummated on February 2, 2026 (the “Closing”). The aggregate purchase price for the Shares was 2,449,148.08 (the “Purchase Price”) consisting of: 1) $2,250,000.00 in cash, of which $2,000,000.00 is payable to the Seller at Closing (the “Closing Purchase Price”), and $250,000.00 constituting a holdback amount (“Holdback Amount”), which Holdback Amount shall be retained by Buyer at Closing to satisfy any indemnification claims under Section 7.01 of the Agreement; plus (2) cash balance of $130,000.00; plus 3) $69,148.00, the amount, by which Estimated Closing Net Working Capital exceeded the target net working capital of $281,638.00 (“Net Working Capital Target”),. The working capital payment is subject to a post-closing final accounting and true-up.

As additional consideration, Seller may be entitled to receive an earnout payment as follows:

(i) A Tier 1 earnout payment of up to $750,000.00 (“Tier 1 Earnout Payment") shall be payable to the Seller during the 12-month period ending December 31, 2026 in an amount equal to $1.00 for each $1.00 of revenue achieved by the Company above $2,500,000.00 and up to a maximum of $3,250,000.00;

(ii) In addition to the Tier 1 Earnout Payment, a Tier 2 earnout payment of up to $500,000.00 (“Tier 2 Earnout Payment”) shall be payable to the Seller if, during the 12-month period ending December 31, 2027, in an amount equal to $.50 for each $1.00 of revenue achieved by the Company above $3,500,000 and up to a maximum of $4,500,000. Buyer shall pay the Tier 1 Earnout Payment and Tier 2 Earnout Payment to the Seller within ten (10) calendar days following Buyer’s filing of its Annual Report on Form 10-K, including the audited financial statements contained therein, for the fiscal year that includes the applicable Earnout Period.

Concurrent with the Closing, Seller and the Company entered into a Lease Agreement for certain real property. The Company also entered into a Transition Services Agreement with an entity affiliated with the Seller (such entity, “Consultant”), and such agreement, the “Transition Services Agreement”). The Transition Services Agreement provides for the Company’s receipt of certain transitional support services from Consultant to facilitate the orderly transfer and continued operations of the business and operations of the Target following the Closing. The term of the Transition Services Agreement is four (4) weeks, commencing from February 2, 2026. As consideration for the services provided from the Consultant to the Company under the Transition Services Agreement, the Company will pay Consultant a consulting fee of $19,200.00, payable in installments under the terms of the Transition Services Agreement.

The Seller agreed to a non-competition provision in the Agreement for a period lasting three (3) years, such period commencing on the date of Closing. The non-competition provision restricts the Seller and any of its respective affiliates from directly or indirectly: engage in or assist others in engaging in the precision machining and custom component manufacturing business (the “Restricted Business”) in the State of California (the “Territory”); (ii) have an interest in any Person that engages, directly or indirectly, in the Restricted Business in the Territory in any capacity, including as a partner, stockholder, director, officer, member, manager, employee, contractor, principal, agent, volunteer, intern, advisor, or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of the Agreement) between the Target and customers or suppliers of the Target. Notwithstanding the foregoing, Seller may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if Seller is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own two percent (2)% or more of any class of securities of such Person.

The Seller also agreed to a non-solicitation provision in the Agreement for a period lasting three (3) years, such period commencing on the date of Closing. The non-solicitation provision restricts the Seller from, directly or indirectly, hire or solicit any current or former employee of the Target or encourage any employee to leave the Target’s employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, however, that such non-solicitation provision does not prevent Seller or any of its affiliates from hiring: (i) any employee terminated by the Target; or (ii) after one hundred eighty (180) days from the date of resignation, any employee that has resigned from the Target.

The parties agreed to customary representations, warranties and other covenants for transactions of this type.

The foregoing description of the Acquisition does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Form 8-K”) and incorporated by reference herein. Capitalized terms used herein but not otherwise defined have the meanings set forth in the Agreement.

Item 8.01 Other Events

On February 3, 2026, the Company issued a press release announcing the Closing. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.

The information set forth under this Item 8.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

Combined financial statements of SVM Machining, Inc. for the years ended December 31, 2024 and December 31, 2023, and the notes related thereto, and unaudited combined financial statements of SVM Machining, Inc. for the nine month period ended September 30, 2025, are attached hereto as Exhibit 99.2 and incorporated herein by reference into this Item 9.01(a).

(b) Pro Forma Financial Information.

The Unaudited Pro Forma Condensed Combined Balance Sheet of PMGC Holdings Inc. as of September 30, 2025, Unaudited Pro Forma Condensed Combined Statements of Operations of PMGC Holdings Inc. for the year ended December 31, 2024 and Unaudited Pro Forma Condensed Combined Statements of Operations for the nine months ended September 30, 2025 are attached hereto as Exhibit 99.3 and incorporated herein by reference into this Item 9.01(b).

(d) Exhibits.

The following exhibits are being filed herewith:

Exhibit No.		Description
10.1*+		Stock Purchase Agreement dated February 2, 2026, by and between PMGC Holdings Inc., SVM Machining, Inc, and selling stockholder of SVM Machining, Inc.
99.1		Press Release of PMGC Holdings Inc. dated as of February 3, 2026.
99.2		Audited combined financial statements of SVM Machining, Inc for the years ended December 31, 2024 and December 31, 2023, and the notes related thereto, and unaudited combined financial statements of SVM Machining, Inc for the nine month period ended September 30, 2025.
99.3		Unaudited Pro Forma Condensed Combined Balance Sheet of PMGC Holdings Inc. as of September 30, 2025, Unaudited Pro Forma Condensed Combined Statements of Operations of PMGC Holdings Inc. for the year ended December 31, 2024 and Unaudited Pro Forma Condensed Combined Statements of Operations for the nine months ended September 30, 2025.
104		Cover Page Interactive Data File (embedded with the Inline XBRL document).

*	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 Securities and Exchange Commission upon request.
+	Portions of this exhibit have been redacted.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 6, 2026

PMGC Holdings, Inc.

By:	/s/ Graydon Bensler
Name:	Graydon Bensler
Title:	Chief Executive Officer

Exhibit 99.1

PMGC Holdings Inc. Announces the Acquisition of SVM Machining, Inc.

NEWPORT BEACH, Calif. Feb 3, 2026 — PMGC Holdings Inc. (NASDAQ: ELAB) (“PMGC” or the “Company”), a diversified public holding company announced that it has completed the acquisition of SVM Machining, Inc. (“SVM”).

Founded in 1997 by Mark Serpa, SVM (aka Silicon Valley Manufacturing) is a Northern California-based ISO 9001:2015 Certified CNC precision machining and manufacturing services company serving medical, aerospace, biotech & pharmaceutical, semiconductor, and transportation markets.

This transaction represents PMGC’s third California based CNC machine shop acquisition to date, expanding PMGC’s growing footprint in precision manufacturing and furthering its strategy to assemble a multi-site machining platform serving aerospace, defence, medical and industrial industries.

SVM Overview

SVM is a precision manufacturing partner specializing in custom CNC-machined components, delivering high-quality, engineered solutions for customers in the following industries:

●

Medical (including surgical robotics components)

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Aerospace (including satellite/spaceflight, UAV components)

●

Biotech & Pharmaceutical (including lab automation and analytical instruments)

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Semiconductor (including wafer handling fixtures and cleanroom-compatible components)

●

Transportation (including automotive and specialty vehicle parts)

For the fiscal year ended December 31, 2024, SVM reported revenue of $3,042,701.

Summary of Material Transaction Terms

PMGC acquired 100% of the issued and outstanding shares of SVM from the seller, on a cash-free, debt-free basis.

●

Base Purchase Price: $2,250,000 in cash, consisting of $2,000,000 paid at closing and a $250,000 indemnification holdback retained by PMGC at closing.

●

Cash / Working Capital Mechanics: Purchase price includes a defined Final Cash Balance and a net working capital adjustment relative to a “Net Working Capital Target”

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Earnout Consideration: In addition to the base purchase price, the seller may be entitled to receive contingent earnout consideration based on SVM achieving certain defined revenue performance levels during a specified post-closing measurement period.

●

Timing of Earnout Payment: Any earned earnout amounts, if applicable, would be payable within 10 days following PMGC’s filing of its Form 10-K for the fiscal year that includes the applicable earnout measurement period.

About SVM Machining Inc.

SVM Machining, Inc. is a California based ISO 9001:2015 Certified precision CNC machining and manufacturing services company that produces high-quality, engineered components for a diverse set of mission-critical industries, including medical technology, aerospace, semiconductor, biotech & pharmaceutical, and transportation. Known for its technical expertise, quality systems, and ability to deliver complex parts with precision tolerances, SVM supports original equipment manufacturers and advanced technology customers with reliable and responsive production capacity.

About PMGC Holdings Inc.

PMGC Holdings Inc. is a diversified holding company that manages and grows its portfolio through strategic acquisitions, investments, and development across various industries. We are committed to exploring opportunities in multiple sectors to maximize growth and value. For more information, please visit https://www.pmgcholdings.com.

Forward-Looking Statements

Statements contained in this press release regarding matters that are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Words such as “believes,” “expects,” “plans,” “potential,” “would” and “future” or similar expressions such as “look forward” are intended to identify forward-looking statements. Forward-looking statements are made as of the date of this press release and are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy, activities of regulators and future regulations and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results. Therefore, you should not rely on any of these forward-looking statements. These and other risks are described more fully in PMGC Holdings’ filings with the United States Securities and Exchange Commission (“SEC”), including the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 28, 2025, and its other documents subsequently filed with or furnished to the SEC. Investors and security holders are urged to read these documents free of charge on the SEC’s web site at www.sec.gov. All forward-looking statements contained in this press release speak only as of the date on which they were made. Except to the extent required by law, the Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made.

IR Contact:

IR@pmgcholdings.com

Exhibit 99.2

Financial Statements of

SILICON VALLEY MANUFACTURING INC.

For the years ended December 31, 2024 and December 31, 2023

Independent Auditor’s Report

To Member or Shareholder of SVM Machining Inc.

Opinion

We have audited the accompanying financial statements of SVM Machining Inc., which comprise the statement of financial position as of December 31, 2024 and 2023, and the related statement of operations and member’s equity and cash flows for the years then ended, and the related notes to the financial statements.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of SVM Machining Inc. as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of SVM Machining Inc. and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about SVM Machining Inc to continue as a going concern within one year after the date that the financial statements are available to be issued.

12 Greenway Plaza Suite 1100 | Houston, Texas 77046

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with generally accepted auditing standards will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

In performing an audit in accordance with generally accepted auditing standards, we:

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Exercise professional judgment and maintain professional skepticism throughout the audit.

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Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of SVM Machining Inc.’s internal control. Accordingly, no such opinion is expressed.

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Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.

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Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about SVM Machining Inc.’s ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control related matters that we identified during the audits.

HTL CPAs & Business Advisors LLC

Houston, TX

February 1, 2026

SILICON VALLEY MANUFACTURING INC.

Statements of financial position

As of December 31, 2024 and 2023

As of:	Note	Dec 31, 2024		Dec 31, 2023
ASSETS
Current Assets
Cash		$	238,990	$	230,087
Accounts Receivable, net	4		184,031		84,568
Inventory	5		234,611		135,646
Prepaid Expenses			21,650		21,945
Total Current Assets		$	679,282	$	472,246
Property and equipment, net	6		537,270		776,045
TOTAL ASSETS		$	1,216,552	$	1,248,291
LIABILITIES
Current Liabilities
Accounts payable		$	46,606	$	6,558
Credit card payable			20,956		15,442
Loans current portion	7		473,789		272,894
Other accrued liabilities - payroll			57,161		55,002
Total Current Liabilities		$	598,512	$	349,896
Related party loans payable			479,299		102,465
Loans non-current	7		-		462,913
TOTAL LIABILITES		$	1,077,811	$	915,274
COMMITMENT AND CONTINGENCY
EQUITY
Additional Paid-in Capital	10	$	10,000	$	10,000
Retained Earnings	10		128,741		323,017
TOTAL EQUITY		$	138,741	$	333,017
TOTAL LIABILITIES AND EQUITY		$	1,216,552	$	1,248,291

SILICON VALLEY MANUFACTURING INC.

Statements of financial position

As of December 31, 2024 and 2023

	Note	Dec 31, 2024			Dec 31, 2023
Revenue	3	$	3,042,701		$	2,702,688
Total revenue			3,042,701			2,702,688
Cost of Goods Sold		$	1,832,284		$	1,941,897
Gross Profit		$	1,210,417		$	760,791
Operating expenses
Bonus			47,069			62,493
Depreciation			30,191			39,818
Entertainment			19,833			20,798
Finance Costs			35,809			77,883
General & Administration			163,807			167,793
Insurance			51,726			43,793
IT & Software			43,661			57,098
Lease			25,688			14,551
Marketing			74,643			70,800
Supplies			62,794			170,335
Professional Fees			48,915			162,267
Rental			64,221			64,299
Repairs & Maintenance			11,750			22,510
Salaries and Wages			644,129			876,122
Telephone & Communication			17,768			18,535
Travel			5,568			8,591
Utilities			27,854			30,267
Vehicles Repairs & Maintenance			29,267			16,144
Total operating expenses		$	1,404,693		$	1,924,097

Operating income (loss)			(194,276	)		(1,163,306	)

Other Income and Expenses	9		-			484,045

Total Net Income (Loss)		$	(194,276	)	$	(679,261	)

SILICON VALLEY MANUFACTURING INC.

Statements of changes in equity

Years ended December 31, 2024 and 2023

	Additional Paid-in Capital		Retained Earnings			Total Equity
Balance as at January 1, 2023	$	10,000	$	1,002,278		$	1, 012,278
Total Net Income (Loss)		-		(679,261	)		(679,261	)
Balance as at December 31, 2023	$	10,000	$	323,017		$	333,017

Balance as at January 1, 2024	$	10,000	$	323,017		$	333,017
Total Net Income (Loss)		-		(194,276	)		(194,276	)
Balance as at December 31, 2024	$	10,000	$	128,741		$	138,741

SILICON VALLEY MANUFACTURING INC.

Statements of operations

Years ended December 31, 2024 and 2023

	Dec 31, 2024			Dec 31, 2023
Operating activities
Net Income:	$	(194,276	)	$	(679,261	)
Adjustments to reconcile net income to net cash (used) provided by operating activities:
Depreciation, amortization and impairment		30,191			16,057
Changes in operating assets and liabilities:
Change in accounts receivable		(99,735	)		935,367
Change in prepaid expenses		295			29,128
Change in inventory		(98,965	)		(135,646	)
Change in accounts payable and accrued liabilities		42,207			(21,810	)
Cash flows (used) provided by operating activities	$	(320,283	)	$	143,835

Investing activities
Proceeds from sale of equipment		-		$	105,745
Cash flows provided by investing activities		-		$	105,745

Financing activities
Net change in credit card borrowings	$	5,514		$	(3,685	)
Capital contributions from owners		585,691			106,017
Repayment of loan principle		(262,018	)		(225,126	)
Cash flows (used) provided by financing activities	$	329,187		$	(122,794	)

Increase(decrease) in cash	$	8,903		$	126,786
Cash, beginning of period		230,087			103,301
Cash, ending of period	$	238,990		$	230,087

SILICON VALLEY MANUFACTURING INC.

Notes to the financial statements

Notes to the financial statements

For the Years ended December 31, 2024 and 2023

NOTE 1: Nature of Operations

Silicon Valley Manufacturing Inc. (the “Company”) is a California S-Corporation, formed on December 18, 2000, and incorporated in the State of California. The Company operates as a precision CNC machining and manufacturing job shop, providing custom machining, prototyping, and short-run and repeat production of components to customers primarily in the aerospace, technology, and pharmaceutical industries.

The Company’s principal place of business is located at 6520 Central Avenue, Newark, California 94560. The Company is registered with local authorities and operates under the business name Silicon Valley Mfg & Machining.

The Company derives substantially all of its revenue from machining services performed in accordance with customer purchase orders. The Company’s operations utilize specialized manufacturing equipment, including CNC machinery and related tooling, as well as inspection and quality control equipment.

NOTE 2: Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).

Going Concern

Management has evaluated the Company’s ability to continue as a going concern in accordance with ASC 205-40. Management believes the Company will continue as a going concern for a period of at least one year after the date the financial statements are available to be issued.

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, costs and expenses and related disclosures in the accompanying notes. The estimates used for, but not limited to, the collectability of accounts receivable, inventory valuation, and fair value of long-lived assets. We have assessed the impact and are not aware of any specific events or circumstances that required an update to our estimates and assumptions or materially affected the carrying value of our assets or liabilities as of the date of issuance of this Annual Report. These estimates may change as new events occur and additional information is obtained. Actual results could differ materially from these estimates under different assumptions or conditions.

Concentration of Credit Risk

Cash and accounts receivable are the only financial instruments that are potentially subject to credit risk. The Company places its cash in credit-worthy financial institutions. Accounts receivable credit risk relate to timing differences between receiving proceeds and sales transactions. As of report date majority of the receivables have been collected.

SILICON VALLEY MANUFACTURING INC.

Notes to the financial statements

Risks and Uncertainties

The Company is subject to risks from, among other things, competition associated with the industry in general, regulatory environment, risks associated with financing, and rapidly changing customer requirements.

Cash

For purposes of the statements of cash flows, the Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. Cash is carried at cost, which approximates fair value.

Accounts Receivable

Accounts receivable are stated at the amount management expects to collect less allowance of credit losses. Accounts receivable are generally unsecured and arise from sales to customers in the ordinary course of business. The Company does not charge interest on past due accounts.

Allowance for Credit Losses

The Company records an allowance for credit losses in accordance with ASC 326, Financial Instruments Credit Losses. The allowance is based on management’s estimate of expected credit losses, considering historical experience, current conditions, and reasonable and supportable forecasts. Accounts are written off against the allowance when they are determined to be uncollectible. Subsequent recoveries, if any, are credited to the allowance.

Inventory

Inventory consists of raw materials, work-in-process, and finished goods and is stated at the lower of cost or net realizable value. Cost is determined using the average cost method. Work-in-process and finished goods include direct materials, direct labor, and applicable manufacturing overhead. The Company periodically reviews inventory for excess and obsolete items and records a reserve when necessary.

Property and Equipment

Property and equipment are stated at cost, less depreciation. Expenditure for repairs and maintenance are expensed as incurred. Additions and improvements that increase the useful life or productive capacity of an asset are capitalized. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. Estimated useful lives are generally as follows:

●

Machinery and equipment: 7 years

●

Computers: 3 years

●

Vehicles: 5 years

When assets are sold or retired, the related cost and accumulated depreciation are removed from the accounts, and any resulting gain or loss is recognized in operations.

SILICON VALLEY MANUFACTURING INC.

Notes to the financial statements

Revenue Recognition

The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. The Company’s revenue is derived primarily from CNC machining and manufacturing services performed in accordance with customer purchase orders. The Company acts as the principal in these arrangements, as it controls the manufacturing process and the finished goods prior to transfer to the customer and is primarily responsible for fulfilling the promise to provide the specified goods or services.

Revenue is recognized at the point in time when control of the finished goods transfers to the customer, which generally occurs upon shipment or delivery in accordance with the applicable shipping terms and customer acceptance provisions.

The Company’s contracts generally include a single performance obligation to manufacture and deliver products and/or provide machining services. The transaction price is typically fixed based on agreed pricing in customer purchase orders. The Company may receive deposits or progress payments for certain orders; such amounts are recorded as contract liabilities until the related performance obligation is satisfied.

Cost of Good Sold

Cost of good sold includes direct materials, direct labor, subcontracted services, and applicable manufacturing overhead, including depreciation of manufacturing equipment and facility-related costs allocated to production.

Shipping and Handling

Shipping and handling costs billed to customers are included in revenue. Shipping and handling costs incurred by the Company are included in cost of revenue.

Income Taxes

The Company has elected to be treated as an S-Corporation for federal and state income tax purposes. Accordingly, the Company generally does not record a provision for federal income taxes, as taxable income or loss is passed through to the shareholders. The Company is subject to certain state-level taxes, including California franchise taxes, which are recognized as incurred.

The Company accounts for uncertainty in income taxes in accordance with ASC 740, Income Taxes, which prescribes a recognition threshold and measurement attribute for the financial statement recognition of uncertain tax positions. Management believes there are no uncertain tax positions that would require recognition or disclosure in the 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 financial statements.

There are no recently issued accounting standards which may have effect on the Company’s financial statements.

SILICON VALLEY MANUFACTURING INC.

Notes to the financial statements

NOTE 3: Revenue and Contract Balances

Revenue Stream

The Company generates revenue from a single operating segment and a single revenue stream, consisting of the manufacture and sale of precision machined parts and related machining services performed in accordance with customer purchase orders and approved quotations.

Contracts with Customers

Customer purchase orders generally represent a contract when issued by the customer and accepted by the Company. The Company’s contracts typically require the manufacture and delivery of machined parts that meet customer drawings, specifications, and quality requirements. Activities such as setup, tooling, programming, inspection, certification, and shipping and handling are integral to the delivery of finished products and are not separately priced.

The transaction price is generally fixed based on per-part or per-job pricing specified in customer purchase orders and approved quotations. The Company typically invoices customers upon delivery or customer pickup, at which time payment becomes unconditional.

The Company’s contracts do not generally include variable consideration such as rebates, retrospective price adjustments, or volume-based incentives. Payment terms are typically one year or less, and the Company applies the practical expedient related to significant financing components.

Contract Balances

Contract balances consist of accounts receivable, contract assets, and contract liabilities. Accounts receivable represent amounts billed to customers for which the Company has an unconditional right to consideration.

The Company invoices customers upon delivery or customer pickup and therefore does not generate contract assets. The Company does not receive customer deposits or advance payments in the ordinary course of business and therefore does not generate contract liabilities. Accordingly, the Company had no contract assets or contract liabilities as of December 31, 2024 or December 31, 2023.

Practical Expedients

The Company’s performance obligations are generally satisfied within a short period of time. Accordingly, the Company applies the practical expedient under ASC 606 and does not disclose the value of unsatisfied performance obligations, if any, as the original expected duration of its contracts is one year or less.

SILICON VALLEY MANUFACTURING INC.

Notes to the financial statements

NOTE 4: Accounts Receivable and Allowance for Credit Losses

Accounts Receivable

Accounts receivable represents amounts due from customers for machining services and manufactured components delivered in the ordinary course of business. Accounts receivable are generally unsecured and are recorded at net realizable value.

Accounts receivable consisted of the following at December 31:

	2024			2023
Accounts receivable, gross		184,595		$	84,860
Less: allowance for credit losses		(564	)		(292	)
Accounts receivable, net		184,031		$	84,568

Allowance for Credit Losses

The Company records an allowance for credit losses in accordance with ASC 326, Financial Instruments - Credit Losses. The allowance is based on management’s estimate of expected credit losses, considering historical experience, current conditions, and reasonable and supportable forecasts. The Company develops its estimate of expected credit losses using information about historical loss experience, current conditions, and reasonable and supportable forecasts.

Accounts are written off against the allowance when they are determined to be uncollectible. Subsequent recoveries, if any, are credited to the allowance. The allowance for credit losses was $564 and $292 as of December 31, 2024 and 2023, respectively.

NOTE 5: Inventory

Inventory is stated at the lower of cost or net realizable value. Cost is determined using the average cost method.

Inventory consisted of the following at December 31:

	2024		2023
Work in process	$	234,611	$	135,646
Inventory, net	$	234,611	$	135,646

Work-in-Process Valuation

Work-in-process inventory is recorded based on the stage of completion of jobs in process as of year end and includes applicable direct and indirect manufacturing costs.

NOTE 6: Property and Equipment

Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. Expenditures for repairs and maintenance are expensed as incurred. Additions and improvements that increase the useful life or productive capacity of an asset are capitalized. When property and equipment are sold or retired, the related cost and accumulated depreciation are removed from the accounts, and any resulting gain or loss is recognized in operations.

SILICON VALLEY MANUFACTURING INC.

Notes to the financial statements

Property and equipment consisted of the following at December 31, 2024:

	Cost		Accumulated Depreciation			Net
Machinery and equipment	$	1,523,348	$	(1,136,318	)	$	387,030
Computers		8,067		(7,891	)		176
Vehicles		214,670		(64,606	)		150,064
Total property and equipment	$	1,746,085	$	(1,208,815	)	$	537,270

Property and equipment consisted of the following at December 31, 2023:

	Cost		Accumulated Depreciation			Net
Machinery and equipment	$	1,523,348	$	(937,343	)	$	586,005
Computers		8,067		(7,534	)		533
Vehicles		214,670		(25,163	)		189,507
Total property and equipment	$	1,746,085	$	(970,040	)	$	776,045

During the years ended December 31, 2024 and 2023, we recorded depreciation expense of $238,775 and $219,807, respectively.

NOTE 7: Loans

The Company maintains various financing arrangements primarily related to the purchase of manufacturing machinery, equipment, and vehicles used in operations. These arrangements consist of term loans with commercial lenders and U.S. Small Business Administration (“SBA”) guaranteed loans. Substantially all such borrowings are secured by the related financed assets and, in certain cases, by substantially all business assets.

Loans outstanding balance consisted of the following as of December 31:

	2024		2023
Current portion of the long-term loan	$	473,789	$	272,894
Long-term portion of loan		-		462,913
Total notes payable and term debt	$	473,789	$	735,807

SILICON VALLEY MANUFACTURING INC.

Notes to the financial statements

Machinery, Equipment, and Vehicle Financing

The Company’s term loan consisted of multiple loans obtained to finance CNC machining centers, lathes, related manufacturing equipment, and vehicles used in operations. These loans include SBA 7(a) guaranteed facilities with Chase Bank and equipment financing arrangements with U.S. Bank and Mitsubishi HC.

The loans require monthly principal and interest payments and bare interest at fixed rates based on the prime rate plus an applicable margin. Vehicle loans were included within the above balances and were secured by the related vehicles. Interest expense related to these borrowings is included in finance costs in the accompanying statements of operations.

Interest Expense

Interest expense recognized on loans was approximately as follows:

	2024		2023
Machine and equipment loans	$	21,546	$	34,765
Vehicle Loans		6,729		1,440
Total interest expense on debt	$	28,275	$	36,205

Subsequent Repayment of Debt and Current Classification

As of December 31, 2024, the Company classified the entire outstanding term debt balance as current based on management’s expectation and intent to repay the borrowings within the subsequent twelve- month period. Subsequent to year end, the Company repaid all outstanding machinery and equipment loan balances in March 2025 and all vehicle loan balances in December 2025.

NOTE 8: Related Party Transactions

The Company’s owners also serve as members of management. Related parties include the Company’s owners, management, and entities controlled by such individuals. The Company may enter into transactions with related parties in the ordinary course of business, and management believes that all such transactions are conducted on terms consistent with those that would be obtained in arm’s-length transactions with unaffiliated third parties.

The Company leases its operating facility from an entity that is controlled by the Company’s owners and under month-to-month lease. Rent expense under this arrangement is based on market rates, as determined by management.

SILICON VALLEY MANUFACTURING INC.

Notes to the financial statements

During the years ended December 31, 2024 and 2023, the Company had the following related party balances:

	2024		2023
Mark loan to SVM	$	240,963		102,465
Mark loan to SVM		238,336		-
	$	479,299		102,465

The loan receivable represents amounts advanced by Mark (the Company’s owner) to the Company in the ordinary course of business. The loan is unsecured, non-interest bearing, and is included in the accompanying balance sheets.

For the years ended December 31, 2024 and 2023, the Company had the following related party transactions:

	2024		2023
Rent expense	$	64,221	$	64,229
Rent capitalized to inventory (overhead)		235,779		235,771
Owner compensation expense		353,219		574,831
Owner bonus expense		47,069		62,493

NOTE 9: Other Income and Expenses

Other income and expenses primarily includes (i) gains and losses on the disposal of machinery and equipment and (ii) amounts recognized from Employee Retention Credit (“ERC”) refunds. During the year ended December 31, 2023, the Company recognized a gain of $56,254 on the sale of machinery and equipment (proceeds less carrying value) and recognized $427,791 of ERC refunds related to payroll tax credits claimed for prior periods. These amounts are included in other income and expenses in the accompanying statements of operations.

SILICON VALLEY MANUFACTURING INC.

Notes to the financial statements

NOTE 10: Equity

The Company is authorized to issue common shares with no par value. As of December 31, 2024 and 2023, there were no changes to the Company’s authorized share structure and no shares issued and outstanding.

Additional Paid-in Capital

Additional paid-in capital represents amounts contributed by the Company’s shareholders in excess of stated capital. Additional paid-in capital totaled $10,000 as of both December 31, 2024 and December 31, 2023.

Retained Earnings

Retained earnings represent the accumulated earnings and losses of the Company since inception, net of distributions to shareholders. As of December 31, 2024, retained earnings were $128,741, compared to $323,017 as of December 31, 2023. The decrease in retained earnings during the year ended December 31, 2024 was primarily attributable to a net loss of $194,276 for the year.

NOTE 11: Subsequent Events

The Company has evaluated subsequent events through February 1, 2026, which is the date the financial statements were available to be issued, as required by ASC 855, Subsequent Events.

Subsequent to year end, the Company initiated a process to pursue a potential sale of the Company (or substantially all of its assets). As of February, 1, 2026, no definitive agreement had been executed and the sale process remained ongoing. Accordingly, no amounts have been recognized in the accompanying financial statements related to this matter.

Additionally, subsequent to year end, the Company repaid all outstanding loan balances by December 2025. Accordingly, no amounts related to this repayment have been recognized in the accompanying financial statements.

Other than the matters described above, the Company did not identify any subsequent events that require recognition in the financial statements or disclosure in the notes.

Financial Statements of

SILICON VALLEY MANUFACTURING INC.

For the three and nine months ended September 30, 2025 and 2024 (Unaudited)

SILICON VALLEY MANUFACTURING INC.

Statements of financial position (unaudited)

As of:	Note		Sept 30, 2025			Dec 31, 2024
ASSETS
Current Assets
Cash			$	15,993		$	238,990
Accounts Receivable, net		4		176,683			184,031
Inventory		5		43,890			234,611
Prepaid Expenses				-			21,650
Total Current Assets			$	236,566		$	679,282

Property and equipment, net		6		358,663			537,270
TOTAL ASSETS			$	595,229		$	1,216,552

LIABILITIES
Current Liabilities
Accounts payable			$	73,716		$	46,606
Credit card payable				15,610			20,956
Loans current portion		7		103,853			473,789
Other accrued liabilities - payroll				282			57,161
Total Current Liabilities			$	193,461		$	598,512

Related party loans payable				818,782			479,299
TOTAL LIABILITES			$	1,012,243		$	1,077,811

COMMITMENT AND CONTINGENCY

EQUITY
Additional Paid-in Capital		9	$	10,000		$	10,000
Retained Earnings		9		(427,014	)		128,741

TOTAL EQUITY			$	(417,014	)	$	138,741
TOTAL LIABILITIES AND EQUITY			$	595,229		$	1,216,552

SILICON VALLEY MANUFACTURING INC.

Statements of operations (unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
Revenue	$	487,599		$	705,999		$	1,547,933		$	2,238,635
Total revenue		487,599			705,999			1,547,933			2,205,957
Cost of Goods Sold		539,082			568,107			1,296,713			1,461,341
Gross Profit		(51,483	)		137,892			251,220			777,294

Operating expenses
Bonus		-			47,069			-			47,069
Depreciation		7,906			7,853			20,705			21,505
Entertainment		3,559			-			13,058			18,900
Finance Costs		1,530			3,013			8,314			30,625
General & Administration		42,136			39,493			72,822			58,024
Insurance		17,579			14,161			52,127			30,970
IT & Software		8,642			14,105			27,835			28,292
Lease		-			3,358			-			10,074
Marketing		17,967			14,182			45,795			45,682
Supplies		-			10,544			-			62,794
Professional Fees		2,828			8,250			43,936			42,627
Rental		12,075			11,532			42,364			48,193
Repairs & Maintenance		1,818			3,729			8,092			5,284
Salaries and Wages		142,562			168,512			410,408			512,775
Telephone & Communication		3,703			2,861			9,766			10,690
Travel		22			138			3,936			4,563
Utilities		11,694			12,446			20,653			18,440
Vehicles Repairs & Maintenance		5,922			7,225			27,164			24,865
Total operating expenses		279,943			368,471			806,975			1,021,372

Operating income (loss)		(331,426	)		(230,579	)		(555,755	)		(244,078	)
Other Income and Expenses		-			-			-			-

Total Net Income (Loss)	$	(331,426	)	$	(230,579	)	$	(555,755	)	$	(244,078	)

SILICON VALLEY MANUFACTURING INC.

Statements of changes in equity (unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
Additional Paid-in Capital	10,000			10,000			10,000			10,000

Retained Earnings

Beginning Balance (07/01/2025,07/01/2024,01/01/2025,01/01/2024)		(95,588	)		309,518			128,741			323,017
Net Income (loss)		(331,426	)		(230,579	)		(555,755	)		(244,078	)
Ending Balance		(427,014	)		78,939			(427,014	)		78,939

Total Equity		(417,014	)		88,939			(417,014	)		88,939

SILICON VALLEY MANUFACTURING INC.

Statements of cash flow (unaudited)

	Nine Months Ended September 30,
	2025			2024
Operating activities
Net Income:	$	(555,755	)	$	(244,078	)
Adjustments to reconcile net income to net cash (used) provided by operating activities:
Depreciation, amortization and impairment		20,705			21,505
Changes in operating assets and liabilities:
Change in accounts receivable		(1,768	)		(72,347	)
Change in prepaid expenses		21,651			523
Change in inventory		190,721			(62,596	)
Change in accounts payable and accrued liabilities		27,110			36,475
Cash flows (used) provided by operating activities	$	(297,336	)	$	(320,518	)

Financing activities
Net change in credit card borrowings		(5,346	)		6,732
Capital contributions from owners		519,003			391,119
Repayment of loan principle		(439,318	)		(197,103	)

Cash flows (used) provided by financing activities		74,339			200,748
Increase(decrease) in cash		(222,997	)		(119,770	)
Cash, beginning of period		238,990			230,087
Cash, ending of period		15,993			110,317

SILICON VALLEY MANUFACTURING INC.

Notes to the financial statements (unaudited)

Notes to the financial statements (unaudited)

As of September 30, 2025 and December 31, 2024, and for the three and nine months ended
September 30, 2025 and 2024 (Unaudited)

NOTE 1: Nature of Operations

NOTE 2: Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information.

In management’s opinion, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the Company’s financial position as of September 30, 2025, and its results of operations, and changes in equity for the three and nine months ended September 30, 2025 and 2024 and cash flows for the nine months ended September 30, 2025 and 2024, have been included. The results of operations for interim periods are not necessarily indicative of results to be expected for the full year.

Going Concern

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, costs, and expenses and related disclosures. Significant estimates include, but are not limited to, the collectability of accounts receivable, inventory valuation, and the fair value of long-lived assets. Actual results could differ materially from those estimates Management has assessed the impact of current conditions and is not aware of any events or circumstances that would require material changes to its estimates or assumptions as of September 30, 2025. Actual results could differ from those estimates.

SILICON VALLEY MANUFACTURING INC.

Notes to the financial statements (unaudited)

Concentration of Credit Risk

Cash and accounts receivable are the only financial instruments that are potentially subject to credit risk. The Company places its cash in credit-worthy financial institutions. Accounts receivable credit risk relate to timing differences between receiving proceeds and sales transactions.. Subsequent to September 30, 2025, substantially all accounts receivable had been collected.

Risks and Uncertainties

Cash

Accounts Receivable

Accounts receivable are stated at the amount management expects to collect less allowance of recredit losses. Accounts receivable are generally unsecured and arise from sales to customers in the ordinary course of business. The Company does not charge interest on past due accounts.

Allowance for Credit Losses

Inventory

Property and Equipment

●

Machinery and equipment: 7 years

●

Computers: 3 years

●

Vehicles: 5 years

SILICON VALLEY MANUFACTURING INC.

Notes to the financial statements (unaudited)

When assets are sold or retired, the related cost and accumulated depreciation are removed from the accounts, and any resulting gain or loss is recognized in operations.

Revenue Recognition

Cost of Good Sold

Shipping and Handling

Shipping and handling costs billed to customers are included in revenue. Shipping and handling costs incurred by the Company are included in cost of revenue.

Income Taxes

SILICON VALLEY MANUFACTURING INC.

Notes to the financial statements (unaudited)

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 financial statements.

There are no recently issued accounting standards which may have effect on the Company’s financial statements.

NOTE 3: Revenue and Contract Balances

The Company invoices customers upon delivery or pickup and therefore does not generate contract assets. The Company does not receive advance payments in the ordinary course of business and did not have contract assets or contract liabilities as of September 30, 2025 or December 31, 2024.

NOTE 4: Accounts Receivable and Allowance for Credit Losses

Accounts Receivable

Accounts receivable consisted of the following:

	September 30, 2025			December 31, 2024
Accounts receivable, gross		177,312			184,595
Less: allowance for credit losses		(629	)		(564	)
Accounts receivable, net		176,683			184,031

Allowance for Credit Losses

Accounts are written off against the allowance when they are determined to be uncollectible. Subsequent recoveries, if any, are credited to the allowance. The allowance for credit losses was $629 and $564 as of September 30, 2025 and December 31, 2024, respectively.

SILICON VALLEY MANUFACTURING INC.

Notes to the financial statements (unaudited)

NOTE 5: Inventory

Inventory is stated at the lower of cost or net realizable value. Cost is determined using the average cost method.

Inventory consisted of the following:

September 30,

2025

December 31,

2024

Work in process

43,890

234,611

Inventory, net

43,890

234,611

The Company periodically reviews inventory for excess and obsolete items and records a reserve when necessary based on management’s estimate of net realizable value.

Work-in-Process Valuation

Work-in-process inventory is recorded based on the stage of completion of jobs in process as of the reporting date and includes applicable direct and indirect manufacturing costs.

NOTE 6: Property and Equipment

Property and equipment consisted of the following at September 30, 2025:

	Cost		Accumulated Depreciation			Net
Machinery and equipment	$	1,523,348	$	(1,285,292	)	$	238,056
Computers		8,067		(8,023	)		44
Vehicles		214,670		(94,107	)		120,563
Total property and equipment	$	1,746,085	$	(1,387,422	)	$	358,663

SILICON VALLEY MANUFACTURING INC.

Notes to the financial statements (unaudited)

Property and equipment consisted of the following at December 31, 2024:

	Cost		Accumulated Depreciation			Net
Machinery and equipment	$	1,523,348	$	(1,136,318	)	$	387,030
Computers		8,067		(7,891	)		176
Vehicles		214,670		(64,606	)		150,064
Total property and equipment	$	1,746,085	$	(1,208,815	)	$	537,270

During the nine month period ended September 30, 2025 and September 30, 2024, we incurred depreciation amounts of $178,607 and $179,081, respectively. Of these amounts, depreciation expense recognized in the statements of operations was $20,705 for 2025 and $21,505 for 2024, with the remaining depreciation capitalized to overheads.

During the three month period ended September 30, 2025 and September 30, 2024, we incurred depreciation amounts of $59,694 and $59,536, respectively. Of these amounts, depreciation expense recognized in the statements of operations was $7,906 for 2025 and $7,853 for 2024, with the remaining depreciation capitalized to overheads.

NOTE 7: Loans

Loans outstanding balance was as at:

	September 30, 2025		December 31, 2024
Current portion of the long-term loan	$	103,853	$	473,789
Long-term portion of loan		-		-
Total notes payable and term debt	$	103,853	$	473,789

Machinery, Equipment, and Vehicle Financing

Prior to repayment, the Company’s term debt consisted of multiple loans obtained to finance CNC machining centers, lathes, related manufacturing equipment, and vehicles used in operations. These arrangements included SBA 7(a)–guaranteed facilities with Chase Bank and equipment financing arrangements with U.S. Bank and Mitsubishi HC.

The loans required monthly principal and interest payments and bore interest at fixed or variable rates based on the prime rate plus an applicable margin. Vehicle loans were secured by the related vehicles. Interest expense related to these borrowings was included in interest expense in the accompanying statements of operations.

SILICON VALLEY MANUFACTURING INC.

Notes to the financial statements (unaudited)

Interest Expense

Interest expense recognized on loans was approximately as follows:

	Three Months Ended Sept 30, 2025		Three Months Ended Sep 30, 2024		Nine Months Ended Sept 30, 2025		Nine Months Ended Sep 30, 2024
Machine and equipment loans		-	$	3,243	$	3,792	$	21,703
Vehicle Loans	$	1,279	$	1,593		4,136		5,169
Total interest expense on debt	$	1,279	$	4,836	$	7,928	$	26,872

Repayment of Debt

During the nine months ended September 30, 2025, the Company repaid all outstanding machinery loan balances in March 2025. Subsequent to September 30, 2025, the Company repaid all outstanding vehicle loan balances in December 2025. As a result, the Company had no outstanding machinery loan balances subsequent to September 30, 2025.

NOTE 8: Related Party Transactions

Related-party loan balances consisted of the following:

	September 30, 2025		December 31, 2024
Mark loan to SVM	$	201,085	$	240,963
Mark loan to SVM		617,697		238,336
	$	818,782	$	479,299

The loan receivable represents amounts advanced by Mark (the Company’s owner) to SVM (the Company) in the ordinary course of business. The loan is unsecured, non-interest bearing, and is included in the accompanying balance sheets.

SILICON VALLEY MANUFACTURING INC.

Notes to the financial statements (unaudited)

For the nine months ended September 30, 2025 and 2024, the Company had the following related party transactions:

	September 30, 2025		September 30, 2024
Rent expense	$	42,364	$	48,193
Rent capitalized to inventory (overhead)		184,500		184,500
Owner compensation expense		214,455		274,581
Owner bonus expense		-		47,069

NOTE 9: Equity

The Company is authorized to issue common shares with no par value. As at September 30, 2025 and December 31, 2024, there were no changes to the Company’s authorized share structure and no shares issued and outstanding.

Additional Paid-in Capital

Additional paid-in capital represents amounts contributed by the Company’s shareholders in excess of stated capital. Additional paid-in capital totaled $10,000 as at both September 30, 2025 and December 31, 2024.

Retained Earnings

Retained earnings represent the accumulated earnings and losses of the Company since inception, net of distributions to shareholders. As of September 30, 2025, retained earnings were ($427,014), compared to $128,742 as of December 31, 2024. The change in retained earnings during the nine months ended September 30, 2025 was primarily attributable to the Company’s net results of operations for the period.

NOTE 10: Subsequent Events

The Company has evaluated subsequent events through February 1 2026, in accordance with ASC 855, Subsequent Events.

The Company continued to pursue a potential sale of the Company (or substantially all of its assets). As of February, 1, 2026, no definitive agreement had been executed and the sale process remained ongoing. Accordingly, no amounts have been recognized in the accompanying financial statements related to this matter.

The Company repaid its outstanding vehicle loan balances in December 2025. This repayment did not require recognition in the accompanying interim financial statements.

Other than the matters described above, the Company did not identify any subsequent events that require recognition in the financial statements or disclosure in the notes.

Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

On February 2, 2026, PMGC Holdings Inc., a Nevada corporation (the “Buyer” or the “Company”), completed the acquisition of 100% of the issued and outstanding shares (the “Shares”) of SVM Machining, Inc., a California Subchapter S corporation (the “Target” or “SVM”), pursuant to a Stock Purchase Agreement dated as of February 2, 2026 (the “Stock Purchase Agreement” or the “SPA”), by and among the Buyer, SVM, and Mark Serpa, constituting all of the stockholders of SVM (the “Seller”). The Buyer’s acquisition of SVM is referred to as the “Transaction,” and the Buyer and SVM are referred to collectively as the “Parties.”

Upon the closing of the Transaction (the “Closing”), the aggregate purchase price for the Shares (the “Purchase Price”) consisted of: (i) $2,250,000 in cash, of which $2,000,000 was payable to the Seller at Closing (the “Closing Purchase Price”) and $250,000 was retained by the Buyer as an indemnification holdback (the “Indemnification Holdback”); plus (ii) the Final Cash Balance, defined in the SPA as a fixed amount of $130,000 (without regard to the actual cash and cash equivalents of SVM at Closing); plus (iii) a post-closing adjustment based on the extent to which Estimated Closing Net Working Capital exceeds or is less than the Net Working Capital Target of $281,638 (each as defined in the SPA). In addition, Seller may be entitled to receive contingent earnout payments of up to $1,250,000 for the twelve-month period ending December 31, 2026, based on the Company achieving specified revenue thresholds during the earnout period, as described in the SPA.

Following the Closing, the Buyer intends to continue operating the business at SVM’s existing facility located at 6520 Central Avenue, Newark, California 94560, pursuant to a commercial lease arrangement contemplated by the SPA. In addition, the Parties contemplated a transition services arrangement pursuant to which the Seller would provide post-Closing transition support for a limited period, on the terms set forth in the SPA and related transaction documents.

The foregoing description of the SPA and the Transaction does not purport to be complete and is qualified in its entirety by reference to the full text of the SPA, which is filed as an exhibit to this Current Report on Form 8-K and incorporated herein by reference.

The following unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the Transaction and has been derived by applying pro forma adjustments to the historical consolidated financial statements and other financial information of the Buyer and the Target. The historical financial information has been adjusted in the unaudited pro forma condensed combined financial statements to give effect to pro forma adjustments that are (1) directly attributable to the Transaction, (2) factually supportable, and (3) with respect to the statements of operations, expected to have a continuing impact on the combined results of the Buyer.

The unaudited pro forma condensed combined balance sheet is based on the individual historical balance sheets of the Buyer and the Target as of September 30, 2025 and has been prepared to reflect the Transaction as if it occurred as of such date. The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2024, the year ended December 31, 2023, and the nine months ended September 30, 2025 combine the historical results of operations of the Buyer and the Target, giving effect to the Transaction as if it occurred on January 1, 2023.

The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only and are based on the estimates and assumptions set forth in the accompanying notes. They do not purport to indicate the results that would actually have been obtained had the Transaction been completed on the assumed dates or for the periods presented, nor do they purport to project the future operating results or financial position of the Buyer following the consummation of the Transaction.

The unaudited pro forma condensed combined financial statements should be read in conjunction with:

●

the accompanying notes to the unaudited pro forma condensed combined financial statements;

●

the historical unaudited interim financial statements of the Buyer as of and for the nine months ended September 30, 2025, and the related notes, included in the Buyer’s Quarterly Report on Form 10-Q filed with the SEC on November 14, 2025;

●

the historical audited financial statements of the Buyer as of and for the year ended December 31, 2024, and the related notes, included in the Buyer’s Annual Report on Form 10-K filed with the SEC on March 28, 2025;

●

the historical audited financial statements of the Buyer as of and for the year ended December 31, 2023, and the related notes, included in the Buyer’s Annual Report on Form 10-K filed with the SEC on March 29, 2024;

●

the historical reviewed, unaudited financial statements of the Target as of September 30, 2025, and the related notes, included as Exhibit 99.2 to this Current Report;

●

the historical audited financial statements of the Target as of and for the years ended December 31, 2024 and 2023, and the related notes, included as Exhibit 99.2 to this Current Report; and

●

the Acquisition Agreement filed as Exhibit 10.1 to this Current Report.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF SEPTEMBER 30, 2025

	Buyer Historical		Target Historical			Acquisition Pro Forma Adjustments				Pro Forma Combined
ASSETS
Current assets:
Bank	$	7,700,562	$	15,993		$	(2,053,155	)	1	$	5,663,399
Account Receivables, net		271,492		176,683			149,585		1		597,760
Other receivables		97,940		-			-				97,940
Prepaids and deposits		770,098		-			-				770,098
Inventory		128,469		43,890			20,081		1		192,440
Investment in securities- current		804,070		-			-				804,070
Total current assets		9,772,631		236,566			(1,883,489	)			8,125,707
Fixed Assets, net		413,446		358,663			-				772,109
Right-of-use-asset		1,243,742		-			-				1,243,742
Intangibles, net		2,548,664		-			3,041,762		1		5,590,426
Goodwill		959,535		-							959,535
Total assets	$	14,938,018	$	595,229		$	1,158,272			$	16,691,519

LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	553,879	$	89,326		$	(49,872	)	1	$	593,333
Due to related parties - current		486,848		-			-				486,848
Consideration Payable		315,865		-			-				315,865
Loans – current		-		103,853			(103,853	)	2		-
Lease liability - short term		229,229		-			-				229,229
Liabilities held for sale		681,818		-			-				681,818
Other accrued liabilities		-		282			-				282
Derivative liabilities		3,194,053		-			-				3,194,053
Total current liabilities		5,461,692		193,461			(153,725	)			5,501,428
Lease liability - long term		985,671		-			-				985,671
Contingent Earn-out Liability		-		-			637,405		1		637,405
Due to related parties – non current		-		818,782			(818,782	)	2		-
Total liabilities		6,447,363		1,012,243			(181,377	)			7,278,229
Shareholders’ (deficit) equity:		-		-			-				-
Series B preferred stock		637		-			-				637
Common stock		74		-			-				74
Retained earnings		-		(427,014	)		427,014		3		-
Additional paid-in capital		26,525,454		10,000			912,635		2		27,458,089
Accumulated other comprehensive income		-753		-			-				(753	)
Accumulated deficit		-18,034,757		-			-				(18,034,757	)
Total stockholders’ (deficit) equity		8,490,655		(417,014	)		1,339,649				9,413,290
Total liabilities and stockholders’ equity	$	14,938,018	$	595,229		$	1,158,272			$	16,691,519

The accompanying notes are an integral part of these financial statements

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025

	Buyer Historical			Target Historical			Acquisition Pro Forma Adjustments			Pro Forma Combined
Revenue	$	285,948		$	1,547,933		$	-		$	1,833,881
Cost of Goods Sold		207,918			1,296,713			-			1,504,631
Gross Profit		78,030			251,220			-			329,250
Operating expenses:
Consulting fees		1,367,005			-			-			1,367,005
Depreciation and amortization		36,389			20,705			-			57,094
Entertainment		-			13,058			-			13,058
Finance costs		-			8,314			(8,314	)		-
Foreign exchange gain		3,677			-			-			3,677
General and administration		1,255,413			72,822			-			1,328,235
Insurance		-			52,127			-			52,127
IT and software		-			27,835			-			27,835
Investor relations		161,157			-			-			161,157
Marketing and promotion		182,407			45,795			-			228,202
Professional fees		939,754			43,936			-			983,690
Rental		-			42,364			-			42,364
Repair and maintenance		312,579			8,092			-			320,671
Research and development		114,108			-			-			114,108
Salaries and wages		-			410,408			-			410,408
Telephone and communication		-			9,766			-			9,766
Travel and entertainment		119,684			3,936			-			123,620
Utilities		-			20,653			-			20,653
Vehicles		-			27,164			-			27,164
Total operating expenses		4,492,173			806,975			(8,314	)		5,290,834
Loss from operations		(4,414,143	)		(555,755	)		8,314			(4,961,584	)
Other income (expense):
Realized loss on investments		-			-			-			-
Unrealized loss on investments		-			-			-			-
Total other income (expense)		-			-			-			-
Loss from continuing operations		(4,414,143	)		(555,755	)		8,314			(4,961,584	)
Loss from discontinued operations		-			-			-			-
Net loss		(4,414,143	)		(555,755	)		8,314			(4,961,584	)
Other comprehensive income (loss)
Currency translation adjustment		-			-			-			-
Total comprehensive loss	$	(4,414,143	)		(555,755	)		8,314			(4,961,584	)
Net loss per share - basic and diluted:
Continuing operations	$	(35.195	)							$	(39.559	)
Discontinued operations		-									-
Weighted average of common shares outstanding - basic and diluted		125,421									125,421

The accompanying notes are an integral part of these financial statements

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2025

	Buyer Historical			Target Historical			Acquisition Pro Forma Adjustments			Pro Forma Combined
Revenue	$	285,948		$	487,599		$	-		$	773,547
Cost of Goods Sold		207,918			539,082			-			747,000
Gross Profit		78,030			(51,483	)		-			26,547
Operating expenses:
Consulting fees		621,103			-			-			621,103
Depreciation and amortization		35,284			7,906			-			43,190
Entertainment		-			3,559			-			3,559
Finance costs		-			1,530			(1,530	)		-
Foreign exchange gain		4,174			-			-			4,174
General and administration		726,543			42,136			-			768,679
Insurance		-			17,579			-			17,579
IT and software		-			8,642			-			8,642
Investor relations		44,380			-			-			44,380
Marketing and promotion		64,484			17,967			-			82,451
Professional fees		389,111			2,828			-			391,939
Rental					12,075			-			12,075
Repair and maintenance		312,579			1,818			-			314,397
Research and development		15,000			-			-			15,000
Salaries and wages					142,562			-			142,562
Telephone and communication					3,703			-			3,703
Travel and entertainment		64,273			22			-			64,295
Utilities					11,694			-			11,694
Vehicles					5,922			-			5,922
Total operating expenses		2,276,931			279,943			(1,530	)		2,555,344
Loss from operations		(2,198,901	)		(331,426	)		(1,530	)		(2,528,797	)
Other income (expense):
Realized loss on investments		-			-			-			-
Unrealized loss on investments		-			-			-			-
Total other income (expense)		-			-			-			-
Loss from continuing operations		(2,198,901	)		(331,426	)		(1,530	)		(2,528,797	)
Loss from discontinued operations		-			-			-			(27,644	)
Net loss		(2,198,901	)		(331,426	)		(1,530	)		(2,528,797	)
Other comprehensive income (loss)
Currency translation adjustment		-			-			-			-
Total comprehensive loss	$	(2,198,901	)		(331,426	)		(1,530	)		(2,528,797	)
Net loss per share - basic and diluted:
Continuing operations	$	(17.532	)							$	(20.162	)
Discontinued operations		-									-
Weighted average of common shares outstanding - basic and diluted		125,421									125,421

The accompanying notes are an integral part of these financial statements

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2024

	Buyer Historical			Target Historical			Acquisition Pro Forma Adjustments				Pro Forma Combined
Sales	$	-		$	3,042,701		$	-			$	3,042,701
Cost of Goods Sold		-			1,832.284			-				1,832.284
Gross Profit		-			1,210,417			-				1,210,417
Operating expenses:
Bonus		-			47,069			-				47,069
Consulting fees		1,367,273			-			-				1,367,273
Depreciation and amortization		546			30,191			-				30,737
Entertainment		-			19,833			-				19,833
Finance Costs					35,809			(35,809	)	a		-
Foreign exchange gain		5,846			-			-				5,846
General and administrative		1,092,576			163,807			-				1,256,383
Insurance		-			51,726			-				51,726
IT and software		-			43,661			-				43,661
Investor relations		208,326			-			-				208,326
Lease		-			25,688			-				25,688
Marketing		292,522			74,643			-				367,165
Materials		-			62,794			-				62,794
Professional fees		563,242			48,915			-				612,157
Rental		-			64,221			-				64,221
Repairs and maintenance		-			11,750			-				11,750
Research and development		104,654			-			-				104,654
Salaries and wages		-			644,129			-				644,129
Telephone and communication		-			17,768			-				17,768
Travel		28,581			5,568			-				34,149
Utilities		-			27,854			-				27,854
Vehicles		-			29,267			-				29,267
Total operating expenses		3,663,566			1,404,693			(35,809	)			5,032,450
Income (loss) from operations		(3,663,566	)		(194,276	)		35,809				(3,822,033	)
Other income (expense):
Change in fair value of derivative liabilities		369,158			-			-				369,158
Interest income		12,891			-			-				12,891
Interest expense		(735,197	)		-			-				(735,197	)
Total other income (expense)		(353,148	)		-			-				(353,148	)
Income (loss) from continuing operations		(4,016,714	)		(194,276	)		35,809				(4,175,181	)
Loss from discontinued operations		(2,229,023	)		-			-				(2,229,023	)
Net loss		(6,245,737	)		(194,276	)		35,809				(6,404,204	)
Other comprehensive income (loss)
Currency translation adjustment		(539	)		-			-				(539	)
Total comprehensive loss	$	(6,246,276	)	$	(194,276	)	$	35,809			$	(6,404,743	)
Net loss per share - basic and diluted:
Continuing operations	$	(50.473	)								$	(52.464	)
Discontinued operations		(28.009	)									(33.233	)
Weighted average of common shares outstanding - basic and diluted		79,582										79,582

The accompanying notes are an integral part of these financial statements

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2023

	Buyer Historical			Target Historical			Acquisition Pro Forma Adjustments				Pro Forma Combined
Sales	$	-		$	2,702,688		$	-			$	2,702,688
Cost of Goods Sold		-			1,941,897			-				1,941,897
Gross Profit		-			760,791			-				760,791
Operating expenses:
Bonus		-			62,493			-				62,493
Consulting fees		279,760			-			-				279,760
Depreciation and amortization		554			39,818			-				40,372
Entertainment		-			20,798			-				20,798
Finance Costs		-			77,883			(77,883	)	a		-
Foreign exchange gain		6,130						-				6,130
General and administrative		347,653			167,793			-				515,446
Insurance		-			43,793			-				43,793
IT and software		-			57,098			-				57,098
Investor relations		91,009										91,009
Lease		-			14,551			-				14,551
Marketing		256,450			70,800			-				327,250
Materials		-			170,335			-				170,335
Professional fees		132,600			162,267			-				294,867
Rental		-			64,299			-				64,299
Repairs and maintenance		-			22,510			-				22,510
Research and development		7,410										7,410
Salaries and wages		-			876,122			-				876,122
Telephone and communication		-			18,535			-				18,535
Travel		19,385			8,591			-				27,976
Utilities		-			30,267			-				30,267
Vehicles		-			16,144			-				16,144
Total operating expenses		1,140,951			1,924,097			(77,883	)			2,987,165
Income (loss) from operations		(1,140,951	)		(1,163,306	)		77,883				(2,226,374	)
Other income (expense):
Listing expense		(450,079	)		-			-				(450,079	)
Change in fair value of derivative liabilities		(71,266	)		-			-				(71,266	)
Interest income		5,564			-			-				5,564
ERC Refund		-			484,045							484,045
Total other income (expense)		(515,781	)		484,045			-				(31,736	)
Income (loss) from continuing operations		(1,656,732	)		(679,261	)		77,883				(2,258,110	)
Loss from discontinued operations		(2,644,778	)		-			-				(2,644,778	)
Net loss		(4,301,510	)		(679,261	)		77,883				(4,902,888	)
Other comprehensive income (loss)
Currency translation adjustment		91			-			-				91
Total comprehensive loss	$	(4,301,419	)	$	(679,261	)	$	77,883				(4,902,797	)
Net loss per share - basic and diluted:
Continuing operations	$	(560.372	)								$	(294.178	)
Discontinued operations		(344.552	)									(344.552	)
Weighted average of common shares outstanding - basic and diluted		7,676										7,676

The accompanying notes are an integral part of these financial statements

Notes to Unaudited Pro Forma Condensed Combined Financial Statements

Note 1 - Accounting for the Acquisition

The unaudited pro forma condensed combined financial statements give effect to the acquisition of SVM Machining, Inc. (the “Target” or “SVM”) by PMGC Holdings Inc. (the “Buyer” or the “Company”) under the acquisition method of accounting in accordance with FASB ASC 805, Business Combinations, with the Buyer treated as the accounting acquirer. Under the acquisition method, the total purchase consideration is allocated to the identifiable assets acquired and liabilities assumed based on their estimated fair values as of the Closing Date. The excess of the total purchase consideration over the estimated fair value of the net identifiable assets acquired, if any, is recorded as goodwill.

For purposes of estimating fair value, where applicable, of the assets acquired and liabilities assumed reflected in the unaudited pro forma condensed combined financial information, the Company has applied the guidance in ASC 820, Fair Value Measurement, which establishes a framework for measuring fair value. Fair value represents an exit price and is 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.

As of the date of this Current Report on Form 8-K/A (this “Current Report”), the Company has not finalized the valuation work necessary to determine the final fair values of the assets acquired and liabilities assumed. Accordingly, the preliminary purchase price allocation included in these unaudited pro forma condensed combined financial statements is based on management’s preliminary estimates. The preliminary purchase price allocation is subject to adjustment as additional information becomes available and as additional analyses are completed during the measurement period (not to exceed one year from the Closing Date). There can be no assurance that the finalization of the valuation work will not result in material changes from the preliminary purchase price allocation.

As of the Closing Date, the total consideration for the Acquisition included the following:

Cash consideration at Closing	$	2,130,000
Working capital adjustment		69,148
Earnout liability		637,405
Total consideration	$	2,836,553

The Earnout represents contingent consideration and, in accordance with ASC 805, is required to be recognized at fair value as of the Closing Date as part of purchase consideration. The Company has not finalized its valuation of the Earnout as of the date of this Current Report, and any preliminary estimate of fair value reflected in the unaudited pro forma condensed combined financial information is subject to change. Subsequent changes in the fair value of the contingent consideration liability, if any, will be recognized in earnings in the period in which they arise.

The preliminary allocation of the purchase consideration to the estimated fair values of assets acquired and liabilities assumed is as follows:

Assets purchased:
Cash	$	130,000
Receivables, net		326,268
Inventory		63,971
Intangibles and goodwill		2,355,768
Total assets acquired		2,451,070
Liabilities assumed
Accounts payable and accrued liabilities		(39,454	)
Total liabilities assumed		(39,454	)
Total consideration	$	2,836,553

Note 2 - Basis of Presentation

The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X and has been derived from the historical financial statements of PMGC Holdings Inc. (the “Buyer”) and SVM Machining, Inc. (the “Target”). The pro forma adjustments have been identified and presented to provide relevant information necessary for an illustrative understanding of the Buyer upon consummation of the acquisition of the Target pursuant to the Stock Purchase Agreement (the “SPA”), in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

The assumptions and estimates underlying the pro forma adjustments are described in the accompanying notes. The unaudited pro forma condensed combined financial information has been presented for illustrative purposes only and is not necessarily indicative of the operating results or financial position that would have been achieved had the acquisition occurred on the dates indicated. Further, the unaudited pro forma condensed combined financial information does not purport to project future operating results or financial position following the consummation of the acquisition. The pro forma adjustments represent management’s estimates based on information available as of the date of this unaudited pro forma condensed combined financial information and are subject to change as additional information becomes available and analyses are performed.

The Buyer and the Target had no historical relationship prior to the Transaction; accordingly, no adjustments were required to eliminate activities between the Buyer and the Target.

Note 3 - Reclassification Adjustments

The unaudited pro forma condensed combined balance sheet and condensed combined statements of operations have been adjusted to reflect certain reclassifications of the Target’s historical financial statements to conform to the Buyer’s financial statement presentation.

Note 4 - Pro Forma Adjustments

Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet

Reflects the cash consideration due at Closing net of adjustment for the estimated target working capital of $281,638.

Reflects the elimination of related party amounts on the balance sheet.

Reflects the elimination of SVM’s historical retained earnings.

Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations

Reflects the removal of finance costs as all loans were paid off at/around the Acquisition and there is no remaining debt.

Source: View Original Filing on SEC EDGAR

FAQ

What acquisition did PMGC Holdings (ELAB) announce in this 8-K?

PMGC Holdings completed the acquisition of Machining, Inc., a California precision CNC machining company. PMGC acquired 100% of the issued and outstanding shares, adding a Northern California ISO 9001:2015-certified shop serving medical, aerospace, semiconductor, biotech, pharmaceutical and transportation customers to its machining platform.

What was the purchase price for PMGC Holdings’ acquisition of Machining, Inc.?

The aggregate purchase price was $2,449,148.08. This includes $2,250,000 in cash (with $2,000,000 paid at closing and $250,000 held back), a fixed $130,000 cash balance, and a $69,148 adjustment for net working capital above a $281,638 target, subject to final true‑up.

Are there earnout payments tied to PMGC Holdings’ Machining, Inc. acquisition?

Yes, the seller may receive up to $1,250,000 in earnouts. A Tier 1 earnout of up to $750,000 depends on revenue above $2,500,000 through December 31, 2026, and a Tier 2 earnout of up to $500,000 depends on revenue above $3,500,000 through December 31, 2027.

How much revenue did Machining, Inc. generate before being acquired by PMGC (ELAB)?

Machining, Inc. reported revenue of $3,042,701 for the year ended December 31, 2024. The company provides precision CNC‑machined components and related services to customers in medical technology, aerospace, semiconductor, biotech, pharmaceutical and transportation industries from its Newark, California facility.

What post-closing agreements are associated with PMGC’s acquisition of Machining, Inc.?

PMGC entered into a lease and a short transition services agreement with a seller affiliate. The transition services agreement runs for four weeks from February 2, 2026 for a $19,200 fee, and the seller agreed to three‑year non‑compete and non‑solicitation covenants in California.

What additional financial information about Machining, Inc. did PMGC file with the SEC?

PMGC filed audited and unaudited financial statements and pro forma combined financials. Exhibits include Machining, Inc.’s 2023–2024 audited statements, interim 2025 financials, and unaudited pro forma condensed combined balance sheets and statements of operations showing the impact of the acquisition on PMGC.

PMGC Holdings (ELAB) completes Machining, Inc. CNC acquisition with $2.45M cash and earnouts

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What acquisition did PMGC Holdings (ELAB) announce in this 8-K?

What was the purchase price for PMGC Holdings’ acquisition of Machining, Inc.?

Are there earnout payments tied to PMGC Holdings’ Machining, Inc. acquisition?

How much revenue did Machining, Inc. generate before being acquired by PMGC (ELAB)?

What post-closing agreements are associated with PMGC’s acquisition of Machining, Inc.?

What additional financial information about Machining, Inc. did PMGC file with the SEC?

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PMGC Holdings (ELAB) completes Machining, Inc. CNC acquisition with $2.45M cash and earnouts

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M&A and industrials analyst positive

FAQ

What acquisition did PMGC Holdings (ELAB) announce in this 8-K?

What was the purchase price for PMGC Holdings’ acquisition of Machining, Inc.?

Are there earnout payments tied to PMGC Holdings’ Machining, Inc. acquisition?

How much revenue did Machining, Inc. generate before being acquired by PMGC (ELAB)?

What post-closing agreements are associated with PMGC’s acquisition of Machining, Inc.?

What additional financial information about Machining, Inc. did PMGC file with the SEC?

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