PMGC Holdings SEC Filings

PMGC Holdings Inc. entered into and closed a second secured pre-paid share purchase with an institutional investor on January 7, 2026. The Second Pre-Paid Purchase has an original principal amount of $3,278,700, including an original issue discount of $278,700, for an initial purchase price to the company of $3,000,000. After paying a placement fee to Univest Securities, LLC and legal expenses, PMGC received net cash proceeds of $2,732,704, with a stated maturity date of January 7, 2029.

The investor can require PMGC to issue shares at a price equal to 88% of the lowest VWAP over the prior 10 trading days, subject to a cash election if the price falls below $1.124. Issuances are capped so the investor and its affiliates cannot own more than 9.99% of outstanding common stock at any time. PMGC may prepay portions of the outstanding balance at 120% of the amount prepaid, and specified default events trigger immediate cash payment of the outstanding balance plus a 15% increase and default interest of up to 18% per year.

PMGC Holdings Inc. is registering up to 5,000,000 shares of common stock for resale by Streeterville Capital and other selling security holders under a pre-paid equity purchase financing. These include 56,700 commitment shares, 10,300 pre-delivery shares, and up to 4,933,000 shares issuable over time under current and future pre-paid purchases. The company is not selling shares in this offering and will receive no proceeds from resales, though it previously received $3.99M net from an initial $5.0M pre-paid purchase and may receive up to $20M in aggregate gross proceeds if it draws the full facility. Shares of common stock outstanding were 744,121 before this offering and would be 5,677,121 if all registered shares are issued. The filing highlights substantial doubt about the company’s ability to continue as a going concern, a history of losses, significant potential dilution, and voting control of about 81.11% held via Series B preferred stock by affiliates of its chairman and chief executive officer.

PMGC Holdings Inc. is registering up to 236,543 shares of common stock for resale, all issuable upon exercise of previously issued common stock purchase warrants. The company will not receive proceeds from any resale of these shares by the selling shareholders, but could receive approximately $1.56 million if all such warrants are exercised for cash.

PMGC is a diversified holding company with biotechnology, specialty packaging and precision machining subsidiaries, and has recently divested its prior Elevai Skincare business to focus on larger market opportunities. It has also put in place a $20 million secured equity line, completed the acquisitions of AGA Precision Systems LLC for $650,000 in cash and Pacific Sun Packaging, Inc. for $1,148,000 in cash plus up to $250,000 in earnout, and adopted a 2025 equity incentive plan while increasing authorized common stock to 2,000,000,000 shares.

The company reports recurring losses and an accumulated deficit of $18,034,757 as of September 30, 2025, with management stating there is substantial doubt about its ability to continue as a going concern and highlighting the need for additional debt or equity financing. Existing preferred stock held by entities owned by its chairman and CEO currently controls about 89.55% of voting power, and the filing emphasizes significant dilution and resale overhang risks from warrants, equity facilities and future plan issuances.

PMGC Holdings Inc. (ELAB) is registering up to 5,000,000 shares of common stock for resale by existing investors under a Form S-1/A. The shares include 56,700 commitment shares, 10,300 pre-delivery shares, and up to 4,933,000 additional shares issuable to Streeterville Capital under a secured pre-paid equity purchase facility.

The company is not selling shares in this prospectus and will not receive proceeds from resales, although it has already received net proceeds of $3,990,000 from an initial $5,000,000 pre-paid purchase and may receive up to $20 million in aggregate under the equity facility. ELAB recently increased its authorized common stock to 2,000,000,000 shares and effected a 1-for-3.5 reverse stock split. Its strategy centers on acquiring operating businesses and advancing biotechnology assets, including probiotic candidates EL-22 and EL-32 for muscle preservation in obesity treatment, while managing substantial going-concern and loss history risks.

PMGC Holdings Inc. is registering 236,543 shares of common stock for resale, all issuable upon exercise of outstanding warrants held by selling shareholders. The company is not selling any shares in this offering and will only receive cash if the warrants are exercised, which would total approximately $1.56 million if all are exercised for cash. The warrants have an exercise price of $6.615 per share, become exercisable after shareholder approval, remain outstanding for five years, and are subject to a 9.99% beneficial ownership cap.

PMGC has transformed into a diversified holding company with biotechnology (NorthStrive Biosciences), precision manufacturing (AGA Precision Systems and Pacific Sun Packaging), and investment operations (PMGC Capital). It recently divested its prior Elevai Skincare business to focus on larger-market biotech assets such as EL‑22 and EL‑32. The company faces substantial doubt about its ability to continue as a going concern, with an accumulated deficit of $18,034,757 as of September 30, 2025 and continued losses.

To fund operations and acquisitions, PMGC entered into a secured equity line facility providing up to $20,000,000 in pre‑paid share purchases, received net proceeds of $3,990,000 from an initial $5,000,000 pre‑paid purchase, and raised $1,668,218.50 via warrant inducement transactions. It also increased authorized common stock from 81,632,654 to 2,000,000,000, reserved 8,000,000 shares for the equity facility, and completed cash acquisitions of AGA Precision Systems for $650,000 and Pacific Sun Packaging for $1,148,000 plus an earnout. As of the date of the prospectus, 744,121 shares of common stock are outstanding, which would rise to 980,664 shares if all registered warrant shares are issued.

PMGC Holdings (ELAB) filed its Q3 2025 10‑Q, reflecting a transition to a diversified holding model after selling its skincare business on January 16, 2025. Continuing operations generated $285,948 revenue with $78,030 gross profit, driven by IT packaging and precision machining following the acquisitions of Pacific Sun Packaging and AGA Precision Systems in July.

Operating expenses reached $4,492,173, and net loss from continuing operations was $4,776,319; total net loss was $4,765,130. The company ended the period with $7,700,562 cash, supported by financing cash inflows of $10,116,739. Balance sheet totals were $14,938,018 assets, $6,447,363 liabilities, and $8,490,655 equity.

PMGC closed the first pre‑paid purchase under a $20,000,000 ELOC on September 26, 2025, issuing $5,000,000 principal of 8.5% convertible debt (initial net cash proceeds ~$3,990,000) with an embedded derivative valued at $681,818. Management disclosed substantial doubt about the company’s ability to continue as a going concern, citing ongoing losses and reliance on external financing.

PMGC Holdings Inc. reported that on October 30, 2025, it issued a press release that is being furnished as Exhibit 99.1 under Regulation FD. The company notes that this press release, and the information in Item 7.01, are furnished rather than filed, meaning they are not subject to certain Exchange Act liabilities and are not automatically incorporated into other securities law filings unless specifically referenced.

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.