PMGC Holdings SEC Filings

PMGC Holdings Inc. completed an asset acquisition through subsidiary AGA Precision Systems LLC from Indarg Engineering, Inc. on October 26, 2025. The purchase price was $548,000, paid as $350,000 to discharge the seller’s SBA loan, $28,000 to the seller at closing, and a $170,000 two-year promissory note at 8% secured by the acquired equipment, prepayable at AGA’s option.

AGA will hire the seller’s CEO under an employment agreement with base pay, a signing bonus, a discretionary bonus, and eligibility for incentive compensation tied to net income from transactions the executive directly originates. AGA will offer employment to eligible seller employees. The seller agreed to a two-year non-compete and non-solicitation with customary exceptions, and AGA assumed certain post-closing liabilities tied to assigned contracts and a real property lease, as defined. A press release dated October 28, 2025 was furnished.

PMGC Holdings Inc. (ELAB) calls its 2025 annual meeting for December 4, 2025 at 9:30 a.m. Pacific Time as a virtual-only event at www.virtualshareholdermeeting.com/ELAB2025. Stockholders will vote to elect five directors, ratify HTL International, LLC as independent auditor for 2025 and allow the Board to set its remuneration, and approve the ability to adjourn the meeting to solicit additional proxies if needed.

Holders of record as of October 10, 2025 may vote. As of that date, 744,121 shares of Common Stock and 6,372,874 shares of Series B Preferred Stock were outstanding, with each share entitled to one vote and both classes voting together. A quorum requires 33 1/3% of voting power. The Board recommends “FOR” all proposals.

The company completed reverse stock splits on November 27, 2024 (1:200), March 10, 2025 (1:7), and September 2, 2025 (1:3.5), reflecting a combined 1:4,900 adjustment. The 2025 Equity Incentive Plan became effective September 15, 2025, initially reserving 169,281 shares (25% of outstanding as of the effective date) with an annual increase up to 10% of shares outstanding, as determined by the Administrator.

PMGC Holdings (ELAB) amended multiple agreements with affiliates of its Non-Employee CEO/CFO and its Non-Employee, Non-Executive Chairman, effective October 16, 2025. The secondment deals with GB Capital Ltd. and Northstrive Companies Inc. now classify seconded staff as exempt or non-exempt, allow participation in company health plans, and add reimbursements for company car use, office space, mobile phones, and onboarding fees. Each secondment includes a fee equal to 30% of aggregate employment costs, and any additions to approved seconded employees require Board approval.

The consulting agreement for the Non-Employee CEO/CFO with GB Capital adds a monthly housing reimbursement of $8,000 for services in Newport Beach and clarifies independent contractor terms, tax responsibilities, non-employee status, non-exclusivity, and authorization to enter contracts subject to Board limits. The consulting agreement for the Non-Executive Chairman with Northstrive similarly clarifies non-employee status, contract authority subject to Board limits, payment through termination, and updates wording from “severance” to “termination.”

PMGC Holdings Inc. (Nasdaq: ELAB) filed a Form S-1 to register up to 5,000,000 shares of common stock for resale by selling security holders, including 56,700 commitment shares, 10,300 pre-delivery shares, and up to 4,933,000 shares issuable to Streeterville under pre-paid purchases. The company is not selling shares in this offering and will not receive proceeds from sales by the selling holders.

PMGC notes a separate equity purchase facility under which the maximum gross proceeds are $20,000,000. The Initial Pre-Paid Purchase of $5,000,000 closed on September 26, 2025, yielding $3,990,000 in net proceeds after fees. The filing highlights potential dilution from future issuances tied to the Purchase Agreement and caps Streeterville’s ownership at 9.99% per the Maximum Percentage provision.

Shares outstanding were 744,121 before this offering, and the table shows 5,677,121 after. ELAB last closed at $9.03 on October 14, 2025. The company discloses a going concern uncertainty and recently increased authorized common stock to 2,000,000,000, with an 8,000,000 share reserve for the facility.

PMGC Holdings Inc. plans its 2025 annual stockholders meeting as a virtual event on December 4, 2025 at 9:30 a.m. Pacific Time. Stockholders will vote to elect five directors (Braeden Lichti, Graydon Bensler, George Kovalyov, Juliana Daley, and Jeffrey Parry), ratify HTL International, LLC as independent auditor for fiscal 2025 and allow the Board to set HTL’s remuneration, and approve a potential adjournment to solicit additional proxies if needed.

Holders of Common Stock and Series B Preferred Stock as of October 10, 2025 may vote, with each share carrying one vote; a quorum requires 33 1/3% of voting power. As of the record date, 744,121 shares of Common Stock and 6,372,874 shares of Series B Preferred Stock were outstanding.

The company completed reverse stock splits on November 27, 2024 (1:200), March 10, 2025 (1:7), and September 2, 2025 (1:3.5), reflected on a combined 1:4,900 basis. The Board includes a majority of Nasdaq-defined independent directors. The 2025 Equity Incentive Plan became effective on September 15, 2025, initially reserving 169,281 shares (25% of outstanding as of that date) with an annual automatic increase up to 10% at the Administrator’s discretion.

PMGC Holdings Inc. (Nasdaq: ELAB) filed Amendment No. 1 to a Form S-1 to register up to 236,543 shares of common stock for resale by selling shareholders. These shares are issuable upon exercise of previously issued warrants. The company is not selling any shares in this registration and will not receive proceeds from any resale by the holders. PMGC states it could receive approximately $1.56 million only if all warrants are exercised for cash.

The warrants have an exercise price of $6.615 per share, become exercisable on or after the Shareholder Approval Date, and expire five years after that date, subject to a 9.99% (or 4.99%) beneficial ownership cap. A reverse stock split of 1:3.5 was effected on September 2, 2025. The company discloses substantial doubt about its ability to continue as a going concern as of December 31, 2024.

As context, shares outstanding were 744,121 before this resale offering and 980,664 after, assuming all registered shares are issued. PMGC also entered into an equity line structure with an initial prepaid purchase of $5,000,000, from which it received net proceeds of $3,990,000.

PMGC Holdings Inc. is soliciting shareholder approval to effect a secured securities purchase facility that would allow issuance of up to $20,000,000 in aggregate Pre-Paid Purchases to an investor under a Securities Purchase Agreement dated September 23, 2025. The company agreed to an Initial Pre-Paid Purchase of $5,000,000.00 that carries an 8.50% annual interest rate, daily compounding, and a commitment fee paid in shares: 56,700 Commitment Shares at Initial Closing plus 10,300 Pre-Delivery Shares to the investor. The transaction package includes guarantees, a security agreement, a pledge agreement, transfer-agent instructions, and other customary documents.

The filing discloses post-transaction ownership tables showing no single >5% holder of Common Stock as of September 16, 2025, and describes director and officer shareholdings and option exercisable amounts. Share issuance and governance authorizations are included for Nasdaq Listing Rule compliance.

Streeterville Capital LLC, Streeterville Management LLC and John M. Fife report beneficial ownership of 91,275 shares of PMGC Holdings Inc. common stock, representing 9.99% of the 913,664 shares outstanding referenced in the issuer's S-1 on September 19, 2025. The filing states those shares are held under a Secured Pre-Paid Purchase #1 that includes a contractual ownership cap of 9.99%. The reporting persons each claim sole voting and sole dispositive power over the 91,275 shares. The certification in the filing affirms the securities were not acquired to change or influence control of the issuer.

PMGC Holdings Inc. (ELAB) is seeking shareholder approval of a securities purchase facility that would allow up to $20,000,000 of aggregate Pre-Paid Purchases. The company executed a Purchase Agreement providing an Initial Pre-Paid Purchase of $5,000,000 that includes an issuance of 56,700 commitment shares and 10,300 pre-delivery shares to the investor at closing. The Initial Pre-Paid Purchase bears interest at 8.50% per annum on the outstanding balance, computed on a 360-day year, compounding daily. The transaction package includes Pre-Paid Purchase forms, Guarantees, a Security Agreement, a Pledge Agreement, and related transfer-agent and corporate authorizing documents. The Purchase Agreement defines a range of Events of Default (including insolvency, failure to deliver shares, registration suspension, judgments over $1,000,000, and covenant breaches) that could accelerate remedies under the transaction documents.