PMGC Holdings SEC Filings

PMGC Holdings Inc. is registering and offering up to $1,222,168 of its common stock under a shelf registration, selling shares directly to Streeterville Capital through an equity line of credit structure. Shares will be issued against pre-paid purchase balances at a discount to recent volume‑weighted average prices.

The company has used multiple pre-paid purchases to raise cash and faces substantial doubt about its ability to continue as a going concern, with an accumulated deficit of $18,034,757 as of September 30, 2025 and recurring net losses. Management plans to use net proceeds for general corporate purposes and potential acquisitions, which are not yet identified, and warns that further issuances under the equity facility and other derivative securities could significantly dilute existing shareholders and pressure the Nasdaq‑listed stock price.

L1 Capital Global Opportunities Master Fund, Ltd. filed an amended Schedule 13G reporting beneficial ownership of 11,828 securities of PMGC Holdings Inc., representing about 1.0% of the company’s common stock. These securities include 11,828 warrants to purchase shares of common stock.

L1 Capital reports sole voting and dispositive power over these 11,828 securities and no shared power. The ownership percentage is based on 1,185,795 shares of common stock outstanding as referenced in a recent prospectus supplement. The filer also certifies the position is not held to change or influence control of PMGC Holdings.

PMGC Holdings Inc., through its wholly owned subsidiary Northstrive Biosciences Inc., has signed a definitive, exclusive license agreement with Modulant Biosciences LLC for its EL-22 and EL-32 programs in animal health. Modulant receives a worldwide (excluding Korea), royalty-bearing, sublicensable license to develop, manufacture, and commercialize products derived from these myostatin- and activin-A–targeting probiotic technologies for non-human animal applications, including use as a feed additive. Modulant is responsible for all development, regulatory, manufacturing, and commercialization activities. The agreement converts a previously announced binding term sheet into a full contract, but PMGC cautions there is no assurance Modulant will successfully obtain approvals or commercialize products.

PMGC Holdings Inc. director Jeffrey Parry reports beneficial ownership of 3 shares of common stock of PMGC Holdings Inc. (ELAB) on a post-reverse-stock-split basis. He also holds options to purchase 1 share of common stock at an exercise price of $26,264 and options to purchase 4 shares at $98,000, both granted on September 30, 2022 under the company’s 2020 Equity Incentive Plan. The filing explains that all share and exercise price figures have been adjusted to reflect multiple reverse stock splits completed between 2024 and 2026.

PMGC Holdings Inc., through its subsidiary Northstrive Biosciences, entered into a material license agreement with Modulant Biosciences for non‑human animal health products. Modulant receives an exclusive, royalty-bearing, worldwide license (excluding Korea) to develop and commercialize products using Northstrive’s myostatin and Activin‑A intellectual property.

Northstrive and Modulant will co-own any new intellectual property created under the relationship, each with a half interest. Modulant will share a percentage of commercialization revenue with Northstrive up to a defined threshold, then at a lower rate, and is bound by a broad non‑compete on competing myostatin or Activin‑A products. Human pharmaceutical uses are explicitly excluded, and the agreement includes detailed sublicensing, indemnification, confidentiality, and termination provisions.

PMGC Holdings Inc. (ELAB) director Juliana Daley filed an amended initial ownership report updating her equity holdings on a post-reverse-split basis. She reports beneficial ownership of 1 share of common stock and options to purchase 4 shares of common stock.

The options, granted on June 1, 2023 as partial compensation for her independent director services, have an exercise price of $98,000 per share, vest 25% on April 1, 2024 and the remainder over 36 months, and reflect multiple reverse stock splits completed between November 2024 and January 2026.

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.

PMGC Holdings Inc. director George Kovalyov reported his initial ownership position in the company. He directly holds options to purchase 5 shares of common stock, with each share carrying an exercise price of $19,600 on a post-reverse-stock-split basis. The report shows he directly owns no shares of common stock. The option terms reflect several reverse stock splits that occurred after his March 6, 2024 director offer letter, which granted these options.

PMGC Holdings Inc. entered into a third secured pre-paid equity purchase with an institutional investor on January 13, 2026, drawing additional capital under a previously established equity purchase facility. The Third Pre-Paid Purchase has an original principal amount of $5,464,500, issued with a $464,500 original issue discount, resulting in a $5,000,000 initial purchase price to the company and net cash proceeds of $4,562,840 after placement agent fees.

The investor can require PMGC to deliver common shares at a price equal to 88% of the lowest VWAP over ten trading days, up to the outstanding balance, with an option to take cash instead of shares if the share price component falls below $1.05. Issuances are capped so the investor and its affiliates cannot own more than 9.99% of the outstanding common stock. PMGC can prepay all or part of the balance at 120% of the prepaid amount, and detailed default provisions allow the investor to accelerate repayment, increase the balance by 15%, and charge up to 18% annual interest if specified events of default occur.