AGÕæÈ˹ٷ½

STOCK TITAN

[10-Q] PMGC Holdings Inc. Quarterly Earnings Report

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
10-Q
Rhea-AI Filing Summary

PMGC Holdings Inc. reported total assets of $9.38M and cash of $5.68M at June 30, 2025, up from $3.98M at year-end 2024. Equity increased to $9.05M from $6.66M, largely reflecting equity financings during the period and retrospective reverse stock splits reducing share counts. For the six months ended June 30, 2025 the Company recorded a net loss of $2.17M and used $2.69M of cash in operating activities, compared with a $2.81M loss and $3.10M cash used in the prior year period.

The company sold its skincare business (closed January 16, 2025) for consideration including $728,550 in buyer shares and recognized a $39,676 loss on the sale; it also recorded a $129,613 gain on termination of a license agreement. Investments at June 30, 2025 totaled $624,838 (realized loss on sales $371,494; unrealized gain $238,899). Management discloses substantial doubt about going concern and plans to raise financing or acquire cash-generating assets; subsequent to quarter end it completed acquisitions of Pacific Sun Packaging (consideration $1,148,000 plus earnout) and AGA Precision Systems ($650,000).

PMGC Holdings Inc. ha registrato attività totali per $9.38M e liquidità per $5.68M al 30 giugno 2025, in aumento rispetto a $3.98M alla chiusura del 2024. Il patrimonio netto è salito a $9.05M da $6.66M, principalmente per i finanziamenti azionari raccolti nel periodo e per i raggruppamenti azionari retroattivi che hanno ridotto il numero di azioni. Nei sei mesi terminati il 30 giugno 2025 la Società ha riportato una perdita netta di $2.17M e ha utilizzato $2.69M di cassa nelle attività operative, rispetto a una perdita di $2.81M e a $3.10M di cassa utilizzata nello stesso periodo dell'anno precedente.

La società ha venduto il suo business cosmetico (concluso il 16 gennaio 2025) per un corrispettivo che comprende $728,550 in azioni dell'acquirente, riconoscendo una perdita sulla vendita di $39,676; ha inoltre registrato un utile di $129,613 per la risoluzione di un accordo di licenza. Gli investimenti al 30 giugno 2025 ammontavano a $624,838 (perdita realizzata sulle vendite $371,494; plusvalenza non realizzata $238,899). La direzione dichiara dubbio sostanziale sulla continuità aziendale e intende reperire finanziamenti o acquisire attività che generino cassa; successivamente alla chiusura del trimestre ha completato le acquisizioni di Pacific Sun Packaging (corrispettivo $1,148,000 più earnout) e di AGA Precision Systems ($650,000).

PMGC Holdings Inc. informó activos totales por $9.38M y efectivo por $5.68M al 30 de junio de 2025, frente a $3.98M a finales de 2024. El patrimonio neto aumentó a $9.05M desde $6.66M, reflejando en gran medida financiamientos de capital durante el período y consolidaciones accionarias retrospectivas que redujeron el número de acciones. En los seis meses terminados el 30 de junio de 2025, la Compañía registró una pérdida neta de $2.17M y empleó $2.69M de efectivo en actividades operativas, en comparación con una pérdida de $2.81M y $3.10M de efectivo utilizado en el mismo período del año anterior.

La compañía vendió su negocio de cuidado de la piel (cerrado el 16 de enero de 2025) por una contraprestación que incluye $728,550 en acciones del comprador y reconoció una pérdida en la venta de $39,676; además registró una ganancia de $129,613 por la terminación de un acuerdo de licencia. Las inversiones al 30 de junio de 2025 totalizaron $624,838 (pérdida realizada en ventas $371,494; ganancia no realizada $238,899). La dirección declara tener duda sustancial sobre la continuidad operativa y planea recaudar fondos o adquirir activos generadores de efectivo; con posterioridad al cierre del trimestre completó las adquisiciones de Pacific Sun Packaging (contraprestación $1,148,000 más earnout) y AGA Precision Systems ($650,000).

PMGC Holdings Inc.ëŠ� 2025ë…� 6ì›� 30ì� 기준 ì´ìžì‚� $9.38M, 현금 $5.68Më¥� 보고했으ë©�, ì´ëŠ” 2024ë…� ì—°ë§ì� $3.98Mì—서 ì¦ê°€í•� 수치입니ë‹�. ìžë³¸ì€ 기간 ì¤� ìžë³¸ 조달ê³� 역으ë¡� ì†Œìœ ì£¼ì‹ ìˆ˜ë¥¼ ì¤„ì¸ ì£¼ì‹ ë³‘í•©(역병í•�)ì� ì˜í–¥ìœ¼ë¡œ $6.66Mì—서 $9.05Më¡� ì¦ê°€í–ˆìŠµë‹ˆë‹¤. 2025ë…� 6ì›� 30ì¼ë¡œ 종료ë� 6개월 ë™ì•ˆ 회사ëŠ� 순ì†ì‹� $2.17Mì� 기ë¡í–ˆê³  ì˜ì—…활ë™ì—서 $2.69Mì� 현금ì� 사용했으ë©�, ì „ë…„ ë™ê¸°ì—는 $2.81Mì� ì†ì‹¤ê³� $3.10Mì� 현금 사용ì� 보고했습니다.

ë™ì‚¬ëŠ� 스킨케ì–� 사업ì� 매ê°í–ˆìœ¼ë©�(2025ë…� 1ì›� 16ì� 종결) 매수ì� ì£¼ì‹ í¬í•¨ 대가ë¡� $728,550ë¥� 받았ê³� 매ê°ì—서 $39,676ì� ì†ì‹¤ì� ì¸ì‹í–ˆìŠµë‹ˆë‹¤; ë˜í•œ ë¼ì´ì„ ìФ 계약 í•´ì§€ë¡� $129,613ì� ì´ìµì� 기ë¡í–ˆìŠµë‹ˆë‹¤. 2025ë…� 6ì›� 30ì� 기준 투ìžê¸ˆì•¡ì€ ì´� $624,838ì´ë©°(매ê°ì‹¤í˜„ì†ì‹¤ $371,494; 미실현ì´ì� $238,899) ê²½ì˜ì§„ì€ ê³„ì†ê¸°ì—… ì¡´ì†ì—� 대í•� 중대í•� ì˜ë¬¸ì� 공개하고 ìžê¸ˆ 조달 ë˜ëŠ” 현금창출 ìžì‚° ì·¨ë“ì� 계íší•˜ê³  있습니다; 분기 종료 후ì—ëŠ� Pacific Sun Packaging(대가 $1,148,000 ë°� 성과보수)와 AGA Precision Systems($650,000) ì¸ìˆ˜ë¥� 완료했습니다.

PMGC Holdings Inc. a déclaré un actif total de $9.38M et des liquidités de $5.68M au 30 juin 2025, en hausse par rapport à $3.98M à la clôture 2024. Les capitaux propres ont augmenté à $9.05M contre $6.66M, principalement en raison de financements par actions au cours de la période et de regroupements d'actions rétroactifs réduisant le nombre d'actions. Pour les six mois clos le 30 juin 2025, la Société a enregistré une perte nette de $2.17M et a utilisé $2.69M de trésorerie dans les activités opérationnelles, contre une perte de $2.81M et $3.10M de trésorerie utilisée sur la même période de l'exercice précédent.

La société a cédé son activité soins de la peau (clôturée le 16 janvier 2025) contre une contrepartie incluant $728,550 en actions de l'acquéreur et a constaté une perte à la cession de $39,676 ; elle a également enregistré un gain de $129,613 suite à la résiliation d'un accord de licence. Les investissements au 30 juin 2025 s'élevaient à $624,838 (perte réalisée sur ventes $371,494 ; gain non réalisé $238,899). La direction fait état d'un doute substantiel sur la continuité d'exploitation et prévoit de lever des fonds ou d'acquérir des actifs générateurs de trésorerie ; après la clôture du trimestre, elle a finalisé les acquisitions de Pacific Sun Packaging (contrepartie $1,148,000 plus earnout) et d'AGA Precision Systems ($650,000).

PMGC Holdings Inc. meldete zum 30. Juni 2025 Gesamtvermögen von $9.38M und Zahlungsmittel in Höhe von $5.68M, gegenüber $3.98M zum Jahresende 2024. Das Eigenkapital stieg von $6.66M auf $9.05M, was hauptsächlich auf Eigenkapitalfinanzierungen während des Berichtszeitraums und rückwirkende Reverse-Splits zur Reduzierung der Aktienanzahl zurückzuführen ist. Für die sechs Monate zum 30. Juni 2025 verzeichnete das Unternehmen einen Nettoverlust von $2.17M und einen Mittelabfluss aus der operativen Tätigkeit von $2.69M, verglichen mit einem Verlust von $2.81M und einem Mittelabfluss von $3.10M im Vorjahreszeitraum.

Das Unternehmen verkaufte sein Hautpflegegeschäft (Abschluss 16. Januar 2025) gegen eine Vergütung, die $728,550 in Aktien des Käufers umfasst, und erkannte einen Verlust aus dem Verkauf in Höhe von $39,676; außerdem wurde ein Gewinn von $129,613 aus der Beendigung eines Lizenzvertrags verbucht. Die Investments beliefen sich zum 30. Juni 2025 auf $624,838 (realisierter Verlust aus Verkäufen $371,494; unrealisierter Gewinn $238,899). Das Management äußert erhebliche Zweifel an der Fortführungsfähigkeit und plant, Finanzmittel zu beschaffen oder cash‑generierende Vermögenswerte zu erwerben; nach Quartalsende wurden die Akquisitionen von Pacific Sun Packaging (Vergütung $1,148,000 zuzüglich Earnout) und AGA Precision Systems ($650,000) abgeschlossen.

Positive
  • Cash balance improved to $5,682,628 at June 30, 2025 from $3,984,453 at December 31, 2024
  • Equity financing generated $4.41M of cash from financing activities in the six months ended June 30, 2025
  • Total liabilities declined (current liabilities $326,301 at June 30, 2025 versus $1,799,134 at December 31, 2024)
  • Sale of skincare business produced proceeds of $728,550 in buyer shares and removed a prior operating segment
  • Recognized non-operating gains including $129,613 gain on termination of an intangible license and $238,899 unrealized investment gain
  • Post-period acquisitions (Pacific Sun Packaging and AGA Precision Systems) aim to add cash-generating businesses
Negative
  • Substantial doubt on going concern disclosed due to recurring losses and the need for additional financing
  • Accumulated deficit of $15,440,437 as of June 30, 2025
  • Net loss of $2,170,810 for the six months ended June 30, 2025
  • Cash used in operating activities of $2,693,714 for the six months ended June 30, 2025
  • AGÕæÈ˹ٷ½ized investment loss of $371,494 during the six months ended June 30, 2025
  • Significant equity issuance and share count change (issued and outstanding common shares rose to 1,477,575 as of June 30, 2025, and 1,484,827 shares outstanding as of August 12, 2025), reflecting dilution

Insights

TL;DR: Liquidity improved but operating losses and accumulated deficit create substantial going concern risk.

PMGC shows a stronger cash position of $5.68M at quarter end and raised material proceeds through warrant exercises, a registered direct offering, and an ATM program (combined cash inflows noted as $4.41M in financing activities). However, recurring operating losses ($2.17M six-month net loss) and cash used in operations ($2.69M) maintain pressure on liquidity. The accumulated deficit of $15.44M and management's disclosure of substantial doubt on going concern are material negatives. Investment activity produced both realized losses and unrealized gains, increasing volatility in non-operating results. Overall near-term solvency depends on successful financing or earnings from newly acquired businesses.

TL;DR: Strategic shift to a diversified holding model is actionable but execution and integration will determine value.

Following the sale of the skincare business, PMGC repositioned as a diversified holding company and disclosed subsequent acquisitions: Pacific Sun Packaging for $1,148,000 (plus up to $250,000 earnout) and AGA Precision Systems for $650,000. These transactions signal an acquisition-led strategy to generate cash flow, consistent with management's stated plan to acquire positive EBITDA businesses. The company also converted a short-term loan into a 10% equity interest in Pacific Sun, showing deal creativity. Material risks remain around purchase price allocation, integration costs, and near-term funding, but the acquisitions provide a clear pathway to shift from prior discontinued operations toward operating cash flows.

PMGC Holdings Inc. ha registrato attività totali per $9.38M e liquidità per $5.68M al 30 giugno 2025, in aumento rispetto a $3.98M alla chiusura del 2024. Il patrimonio netto è salito a $9.05M da $6.66M, principalmente per i finanziamenti azionari raccolti nel periodo e per i raggruppamenti azionari retroattivi che hanno ridotto il numero di azioni. Nei sei mesi terminati il 30 giugno 2025 la Società ha riportato una perdita netta di $2.17M e ha utilizzato $2.69M di cassa nelle attività operative, rispetto a una perdita di $2.81M e a $3.10M di cassa utilizzata nello stesso periodo dell'anno precedente.

La società ha venduto il suo business cosmetico (concluso il 16 gennaio 2025) per un corrispettivo che comprende $728,550 in azioni dell'acquirente, riconoscendo una perdita sulla vendita di $39,676; ha inoltre registrato un utile di $129,613 per la risoluzione di un accordo di licenza. Gli investimenti al 30 giugno 2025 ammontavano a $624,838 (perdita realizzata sulle vendite $371,494; plusvalenza non realizzata $238,899). La direzione dichiara dubbio sostanziale sulla continuità aziendale e intende reperire finanziamenti o acquisire attività che generino cassa; successivamente alla chiusura del trimestre ha completato le acquisizioni di Pacific Sun Packaging (corrispettivo $1,148,000 più earnout) e di AGA Precision Systems ($650,000).

PMGC Holdings Inc. informó activos totales por $9.38M y efectivo por $5.68M al 30 de junio de 2025, frente a $3.98M a finales de 2024. El patrimonio neto aumentó a $9.05M desde $6.66M, reflejando en gran medida financiamientos de capital durante el período y consolidaciones accionarias retrospectivas que redujeron el número de acciones. En los seis meses terminados el 30 de junio de 2025, la Compañía registró una pérdida neta de $2.17M y empleó $2.69M de efectivo en actividades operativas, en comparación con una pérdida de $2.81M y $3.10M de efectivo utilizado en el mismo período del año anterior.

La compañía vendió su negocio de cuidado de la piel (cerrado el 16 de enero de 2025) por una contraprestación que incluye $728,550 en acciones del comprador y reconoció una pérdida en la venta de $39,676; además registró una ganancia de $129,613 por la terminación de un acuerdo de licencia. Las inversiones al 30 de junio de 2025 totalizaron $624,838 (pérdida realizada en ventas $371,494; ganancia no realizada $238,899). La dirección declara tener duda sustancial sobre la continuidad operativa y planea recaudar fondos o adquirir activos generadores de efectivo; con posterioridad al cierre del trimestre completó las adquisiciones de Pacific Sun Packaging (contraprestación $1,148,000 más earnout) y AGA Precision Systems ($650,000).

PMGC Holdings Inc.ëŠ� 2025ë…� 6ì›� 30ì� 기준 ì´ìžì‚� $9.38M, 현금 $5.68Më¥� 보고했으ë©�, ì´ëŠ” 2024ë…� ì—°ë§ì� $3.98Mì—서 ì¦ê°€í•� 수치입니ë‹�. ìžë³¸ì€ 기간 ì¤� ìžë³¸ 조달ê³� 역으ë¡� ì†Œìœ ì£¼ì‹ ìˆ˜ë¥¼ ì¤„ì¸ ì£¼ì‹ ë³‘í•©(역병í•�)ì� ì˜í–¥ìœ¼ë¡œ $6.66Mì—서 $9.05Më¡� ì¦ê°€í–ˆìŠµë‹ˆë‹¤. 2025ë…� 6ì›� 30ì¼ë¡œ 종료ë� 6개월 ë™ì•ˆ 회사ëŠ� 순ì†ì‹� $2.17Mì� 기ë¡í–ˆê³  ì˜ì—…활ë™ì—서 $2.69Mì� 현금ì� 사용했으ë©�, ì „ë…„ ë™ê¸°ì—는 $2.81Mì� ì†ì‹¤ê³� $3.10Mì� 현금 사용ì� 보고했습니다.

ë™ì‚¬ëŠ� 스킨케ì–� 사업ì� 매ê°í–ˆìœ¼ë©�(2025ë…� 1ì›� 16ì� 종결) 매수ì� ì£¼ì‹ í¬í•¨ 대가ë¡� $728,550ë¥� 받았ê³� 매ê°ì—서 $39,676ì� ì†ì‹¤ì� ì¸ì‹í–ˆìŠµë‹ˆë‹¤; ë˜í•œ ë¼ì´ì„ ìФ 계약 í•´ì§€ë¡� $129,613ì� ì´ìµì� 기ë¡í–ˆìŠµë‹ˆë‹¤. 2025ë…� 6ì›� 30ì� 기준 투ìžê¸ˆì•¡ì€ ì´� $624,838ì´ë©°(매ê°ì‹¤í˜„ì†ì‹¤ $371,494; 미실현ì´ì� $238,899) ê²½ì˜ì§„ì€ ê³„ì†ê¸°ì—… ì¡´ì†ì—� 대í•� 중대í•� ì˜ë¬¸ì� 공개하고 ìžê¸ˆ 조달 ë˜ëŠ” 현금창출 ìžì‚° ì·¨ë“ì� 계íší•˜ê³  있습니다; 분기 종료 후ì—ëŠ� Pacific Sun Packaging(대가 $1,148,000 ë°� 성과보수)와 AGA Precision Systems($650,000) ì¸ìˆ˜ë¥� 완료했습니다.

PMGC Holdings Inc. a déclaré un actif total de $9.38M et des liquidités de $5.68M au 30 juin 2025, en hausse par rapport à $3.98M à la clôture 2024. Les capitaux propres ont augmenté à $9.05M contre $6.66M, principalement en raison de financements par actions au cours de la période et de regroupements d'actions rétroactifs réduisant le nombre d'actions. Pour les six mois clos le 30 juin 2025, la Société a enregistré une perte nette de $2.17M et a utilisé $2.69M de trésorerie dans les activités opérationnelles, contre une perte de $2.81M et $3.10M de trésorerie utilisée sur la même période de l'exercice précédent.

La société a cédé son activité soins de la peau (clôturée le 16 janvier 2025) contre une contrepartie incluant $728,550 en actions de l'acquéreur et a constaté une perte à la cession de $39,676 ; elle a également enregistré un gain de $129,613 suite à la résiliation d'un accord de licence. Les investissements au 30 juin 2025 s'élevaient à $624,838 (perte réalisée sur ventes $371,494 ; gain non réalisé $238,899). La direction fait état d'un doute substantiel sur la continuité d'exploitation et prévoit de lever des fonds ou d'acquérir des actifs générateurs de trésorerie ; après la clôture du trimestre, elle a finalisé les acquisitions de Pacific Sun Packaging (contrepartie $1,148,000 plus earnout) et d'AGA Precision Systems ($650,000).

PMGC Holdings Inc. meldete zum 30. Juni 2025 Gesamtvermögen von $9.38M und Zahlungsmittel in Höhe von $5.68M, gegenüber $3.98M zum Jahresende 2024. Das Eigenkapital stieg von $6.66M auf $9.05M, was hauptsächlich auf Eigenkapitalfinanzierungen während des Berichtszeitraums und rückwirkende Reverse-Splits zur Reduzierung der Aktienanzahl zurückzuführen ist. Für die sechs Monate zum 30. Juni 2025 verzeichnete das Unternehmen einen Nettoverlust von $2.17M und einen Mittelabfluss aus der operativen Tätigkeit von $2.69M, verglichen mit einem Verlust von $2.81M und einem Mittelabfluss von $3.10M im Vorjahreszeitraum.

Das Unternehmen verkaufte sein Hautpflegegeschäft (Abschluss 16. Januar 2025) gegen eine Vergütung, die $728,550 in Aktien des Käufers umfasst, und erkannte einen Verlust aus dem Verkauf in Höhe von $39,676; außerdem wurde ein Gewinn von $129,613 aus der Beendigung eines Lizenzvertrags verbucht. Die Investments beliefen sich zum 30. Juni 2025 auf $624,838 (realisierter Verlust aus Verkäufen $371,494; unrealisierter Gewinn $238,899). Das Management äußert erhebliche Zweifel an der Fortführungsfähigkeit und plant, Finanzmittel zu beschaffen oder cash‑generierende Vermögenswerte zu erwerben; nach Quartalsende wurden die Akquisitionen von Pacific Sun Packaging (Vergütung $1,148,000 zuzüglich Earnout) und AGA Precision Systems ($650,000) abgeschlossen.

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For The Quarterly Period Ended June 30, 2025

 

OR

 

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission File Number: 001-41875 

 

PMGC HOLDINGS INC.
(Exact name of registrant as specified in its charter)

 

Nevada   33-2382547
(State of incorporation)   (I.R.S. Employer
Identification No.)

 

Graydon Bensler

120 Newport Center Drive, Suite 249

Newport BeachCA 92660

(Address of principal executive office) (Zip code)

 

(888) 445-4886

(Registrant’s telephone number, including area code)

 

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

 

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

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, during the preceding 12 months (or for such shorter period than the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. 

 

Large accelerated filer Accelerated filer
Non-accelerated filer Smaller reporting company
    Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No 

 

As of August 12, 2025, there were 1,484,827 shares of our common stock, par value $0.0001 per share, issued and outstanding.

 

 

 

 

 

  

PMGC Holdings Inc. Quarterly Report on Form 10-Q

 

TABLE OF CONTENTS

 

PART I – FINANCIAL INFORMATION 1
     
Item 1. Financial Statements 1
     
  Notes to Unaudited Condensed Consolidated Financial Statements 7
     
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 25
     
Item 3. Quantitative and Qualitative Disclosure About Market Risk 33
     
Item 4. Controls and Procedures 33
     
PART II – OTHER INFORMATION 34
     
Item 1. Legal Proceedings 34
     
Item 1A. Risk Factors 34
     
Item 2. Recent Sales of Unregistered Securities; Use of Proceeds and Issuer Purchases of Equity Securities 34
     
Item 3. Defaults Upon Senior Securities 34
     
Item 4. Mine Safety Disclosures 34
     
Item 5. Other Information 34
     
Item 6. Exhibits 35
     
SIGNATURES 36

 

i

 

 

Forward-Looking Statements

 

This Quarterly Report on Form 10-Q (this “Quarterly Report”) of PMGC Holdings Inc. (“we,” “us,” “our,” “PMGC” and the “Company”) contains statements that constitute “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Any statements that are not statements of historical facts may be deemed to be forward-looking statements. These statements appear in several different places in this Quarterly Report and, in some cases, can be identified by words such as “anticipates,” “estimates,” “projects,” “expects,” “contemplates,” “intends,” “believes,” “plans,” “may,” “will” or their negatives or other comparable words, although not all forward-looking statements contain these identifying words. Forward-looking statements in this Quarterly Report may include, but are not limited to, statements and/or information related to: our financial performance and projections; our business prospects and opportunities; our business strategy and future operations; the projection of timing and delivery of products in the future; projected costs; expected production capacity; expectations regarding demand and acceptance of our products; estimated costs of research and development to develop new pipeline products; trends in the market in which we operate; the plans and objectives of management; our liquidity and capital requirements, including cash flows and uses of cash; trends relating to our industry; and plans relating to our current products.

 

We have based these forward-looking statements on our current expectations about future events on information that is available as of the date of this Quarterly Report, and any forward-looking statements made by us speak only as of the date on which they are made. While we believe these expectations are reasonable, such forward-looking statements are inherently subject to risks and uncertainties, many of which are beyond our control. Our actual future results may differ materially from those discussed or implied in our forward-looking statements for various reasons, including, our ability to change the direction of the Company; our ability to keep pace with new technology and changing market needs; our capital needs, and the competitive environment of our business. Additional Factors that could contribute to such differences include, but are not limited to:

 

  general economic and business conditions, including changes in interest rates;

 

  prices of other competitive products, costs associated with research and development of our products and other economic conditions;

 

  the effect of an outbreak of disease or similar public health threat, such as any future outbreak of COVID-19 on our business (natural phenomena, including the lingering effects of the COVID-19 pandemic);

 

  the impact of political unrest, natural disasters or other crises, terrorist acts, acts of war and/or military operations, and our ability to maintain or broaden our business relationships and develop new relationships with strategic alliances, suppliers, customers, distributors or otherwise;

 

  breaches in data security, failure of information security systems, cyber-attacks or other security or privacy-related incidents affecting us or our suppliers;

 

  the ability of our information technology systems or information security systems to operate effectively;

 

  actions by government authorities, including changes in government regulation;

 

  uncertainties associated with legal proceedings;

 

  changes in the size of the medical aesthetics, cosmetics and biotechnology market;

 

  future decisions by management in response to changing conditions;

 

ii

 

 

  our ability to execute prospective business plans;

 

  misjudgments in the course of preparing forward-looking statements;

 

  our ability to raise sufficient funds to carry out our proposed business plan;

 

  inability to keep up with advances in medical aesthetics and biotechnology;

 

  inability to design, develop, market and sell new medical aesthetics and biotech products that address additional market opportunities to generate revenue and positive cash flows;

 

  dependency on certain key personnel and any inability to retain and attract qualified personnel;

 

  our expectations regarding our ability to obtain, maintain, protect, defend and enforce our intellectual property rights and operate without infringing, misappropriating, or otherwise violating the intellectual property rights of others;

 

  disruption of supply or shortage of raw materials;

 

  the unavailability, reduction or elimination of government and economic incentives;

 

  failure to manage future growth effectively; and

 

  the other risks and uncertainties detailed from time to time in our filings with the U.S. Securities and Exchange Commission (“SEC”), including, but not limited to, those described under “Risk Factors” in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 28, 2025 (the “Form 10-K”).

 

Although management has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There is no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such forward-looking statements. Accordingly, readers should not place undue reliance on forward-looking statements. These cautionary remarks expressly qualify, in their entirety, all forward-looking statements attributable to us or persons acting on our behalf. We do not undertake to update any forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting such statements, except as, and to the extent required by, applicable securities laws.

 

iii

 

 

PART I - FINANCIAL INFORMATION

 

Item 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

  

Condensed Consolidated Financial Statements of

 

PMGC Holdings Inc. (formerly Elevai Labs Inc.)

 

For the quarterly periods ended June 30, 2025, and 2024

 

(Unaudited - Expressed in United States Dollars) 

 

PMGC Holdings Inc. (formerly Elevai Labs Inc.)

Condensed Consolidated Balance Sheets

(Unaudited - Expressed in United States dollar)

 

As of:  June 30,
2025
   December 31,
2024
 
ASSETS          
Current Assets          
Cash  $5,682,628   $3,984,453 
Receivables, net   
-
    5,276 
Prepaids and deposits   791,055    868,464 
Short-term loan receivable   128,111    
-
 
Other receivables   76,212    
-
 
Investment in securities- current   624,838    
-
 
Assets held for sale   
-
    1,192,808 
Total Current Assets   7,302,844    6,051,001 
           
Investment in securities-noncurrent   
-
    139,084 
Equipment, net   
-
    1,087 
Intangibles, net   2,072,632    2,801,993 
TOTAL ASSETS  $9,375,476   $8,993,165 
LIABILITIES          
Current Liabilities          
Accounts payable and accrued liabilities  $271,567   $481,001 
Due to related parties   54,734    419,217 
Current portion of consideration payable   
-
    350,000 
Liabilities held for sale   
-
    548,916 
Total Current Liabilities   326,301    1,799,134 
           
Consideration payable   
-
    534,467 
TOTAL LIABILIITES  $326,301   $2,333,601 
Commitments and Contingencies   
 
    
 
 
           
EQUITY          
Preferred stock $0.0001 par value; 500,000,000 stock authorized:   
 
    
 
 
Series B preferred stock, 6,372,874 and Nil shares issued and outstanding as of June 30, 2025, and December 31, 2024, respectively   637    
-
 
Common stock, $0.0001 par value, 285,714,286 shares authorized; 1,477,575 and 438,987 shares issued and outstanding as of June 30, 2025, and December 31, 2024, respectively (1)   148    44 
Additional paid-in capital   24,490,049    19,929,484 
Accumulated other comprehensive income   (1,222)   (337)
Accumulated deficit   (15,440,437)   (13,269,627)
TOTAL EQUITY   9,049,175    6,659,564 
TOTAL LIABILITIES AND EQUITY  $9,375,476   $8,993,165 

 

(1)Reflects retrospectively the 1-for-200 reverse stock split that became effective on November 27, 2024 and the subsequent 1-for-7 reverse stock split that became effective March 10, 2025. On a combined basis, this reflects, retrospectively, a reverse stock split of 1-for-1,400. Refer to Note 1, “Organization and nature of operations.”

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

 

1

 

 

PMGC Holdings Inc. (formerly Elevai Labs Inc.)

Condensed Consolidated Statements of Operations and Comprehensive Loss

For the Three and Six months ended June 30, 2025, and 2024

(Unaudited - Expressed in United States dollars) 

 

 

   Three months ended
June 30,
2025
   Three months ended
June 30,
2024
   Six months ended
June 30,
2025
   Six months ended
June 30,
2024
 
                 
Operating expenses                
Depreciation and amortization   20    140    1,105    276 
Marketing and promotion   82,329    133,597    117,923    265,113 
Consulting fees   198,345    179,843    745,902    558,316 
Office and administrative   319,839    148,341    528,870    280,800 
Professional fees   284,175    48,706    550,643    91,996 
Investor relations   46,827    5,987    116,777    97,565 
Research and development   66,675    34,824    99,108    55,553 
Foreign exchange (gain) loss   (883)   188    (497)   1,981 
Travel and entertainment   16,191    4,616    55,411    4,616 
Total operating expenses  $1,013,518    556,242    2,215,242    1,356,216 
                     
Other income (expense)                    
Change in fair value of derivative liabilities   
-
    26,864    
-
    301,803 
Gain on the termination of intangible assets   
-
    
-
    129,613    
-
 
Interest income   36,527    64    65,383    150 
Interest expense   (2)   (23,597)   (10,476)   (42,769)
Dividend income   3,016    
-
    3,016    
-
 
Other Income   
-
    
-
    
-
    
-
 
AGÕæÈ˹ٷ½ized gain (loss) on investments   95,184    
-
    (371,494)   
-
 
Unrealized gain (loss) on investments   299,303    
-
    238,899    
-
 
Net loss from continuing operations  $(579,490)   (552,911)   (2,160,301)   (1,097,032)
                     
Loss from discontinued operations (Note 4)   17,135    (859,580)   (10,509)   (1,712,709)
Total net loss   (562,355)   (1,412,491)   (2,170,810)   (2,809,741)
Other comprehensive income (loss)                    
Currency translation adjustment   (406)   (141)   (885)   1,040 
Total comprehensive loss  $(562,761)   (1,412,632)   (2,171,695)   (2,808,701)
                     
                     
Basic and diluted loss per share                    
Continuing operations  $(0.466)   (42.303)   (2.411)   (86.215)
Discontinued operations  $0.014    (65.765)   (0.012)   (134.601)
Weighted average shares outstanding(1)   1,243,720    13,070    896,149    12,724 

 

(1)Reflects retrospectively the 1-for-200 reverse stock split that became effective on November 27, 2024 and the subsequent 1-for-7 reverse stock split that became effective March 10, 2025. On a combined basis, this reflects retrospectively a reverse stock split of 1-for-1,400. Refer to Note 1, “Organization and nature of operations”

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

 

2

 

 

PMGC Holdings Inc. (formerly Elevai Labs Inc.)

Condensed Consolidated Statements of Changes in Stockholders’ Equity

For the Three and Six months ended June 30, 2025, and 2024

(Unaudited - Expressed in United States dollars)

 

 

   Common Stock   Series B
Preferred Stock
   Additional       Accumulated other     
   Number of
shares

#
   Amount
$
   Number of
shares

#
   Amount
$
   paid-in
capital
$
   Accumulated
deficit
$
   comprehensive
income
$
   Total
$
 
                                 
Balance, April 1, 2024(1)   12,384    1    
-
    
-
    10,906,102    (8,421,140)   1,383    2,486,346 
Issued for acquisition of intangible assets   1,117    1    -    
-
    772,402    
-
    
-
    772,403 
Obligation to issue stock for acquisition of intangible assets   -    
-
    -    
-
    838,374    
-
    
-
    838,374 
Share-based compensation   -    
-
    -    
-
    (44,855)   
-
    
-
    (44,855)
Net loss for the period   -    
-
    -    
-
    
-
    (1,412,491)   
-
    (1,412,491)
Currency translation adjustment                       
-
    
-
    (141)   (141)
Balance, June 30, 2024(1)   13,501    2    
-
    
-
    12,472,023    (9,833,631)   1,242    2,639,636 
                                         
Balance, April 1, 2025   707,076    71    6,372,874    637    23,006,702    (14,878,082)   (816)   8,128,512 
Issued and issuable shares for acquisition of intangible assets   12,000    1    -    
-
    (1)   
-
    
-
    
-
 
Exercise of Pre-funded Warrants   165,305    17    -    
-
    (17)   
-
    
-
    
-
 
Issuance of common shares under ATM program   593,194    59    -    
-
    1,467,523    
-
    
-
    1,467,582 
Share-based compensation   -    
-
    -    
-
    15,842    
-
    
-
    15,842 
Net loss for the period   -    
-
    -    
-
    
-
    (562,355)   
-
    (562,355)
Currency translation adjustment   -    
-
    -    
-
    
-
    
-
    (406)   (406)
Balance, June 30, 2025   1,477,575    148    6,372,874    637    24,490,049    (15,440,437)   (1,222)   9,049,175 

 

(1)Reflects, retrospectively, the 1-for-200 reverse stock split that became effective on November 27, 2024 and the subsequent 1-for-7 reverse stock split that became effective March 10, 2025. On a combined basis, this reflects retrospectively a reverse stock split of 1-for-1,400. Refer to Note 1, “Organization and nature of operations.”

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

 

3

 

 

PMGC Holdings Inc. (formerly Elevai Labs Inc.)

Condensed Consolidated Statements of Changes in Stockholders’ Equity

For the Three and Six months ended June 30, 2025, and 2024

(Unaudited - Expressed in United States dollars)

 

 

   Common Stock   Series B
Preferred Stock
   Additional       Accumulated other     
   Number of
shares
   Amount   Number of
shares
   Amount   paid-in
capital
   Accumulated
deficit
   comprehensive
income
   Total 
   #   $   $   $   $   $   $   $ 
                                 
Balance, January 1, 2024(1)   12,384    1    
-
    
-
    10,850,763    (7,023,890)   202    3,827,076 
Issued for acquisition of intangible assets   1,117    1    -    
-
    772,402    
-
    
-
    772,403 
Obligation to issue stock for acquisition of intangible assets   -    
-
    -    
-
    838,374    
-
    
-
    838,374 
Share-based compensation   -    
-
    -    
-
    10,484    
-
    
-
    10,484 
Net loss for the period   -    
-
    -    
-
    
-
    (2,809,741)   
-
    (2,809,741)
Currency translation adjustment   -                   
-
    
-
    1,040    1,040 
Balance, June 30, 2024   13,501    2    
-
    
-
    12,472,023    (9,833,631)   1,242    2,639,636 
                                         
Balance, January 1, 2025   438,987    44    
-
    
-
    19,929,484    (13,269,627)   (337)   6,659,564 
Settlement of accrued bonus liability   -    
-
    6,372,874    637    149,363    
-
    
-
    150,000 
Issued and issuable shares for acquisition of intangible assets   12,438    1    -    
-
    43,534    
-
    
-
    43,535 
Exercise of Series A Warrants   138,485    14    -    
-
    1,698,044    
-
    
-
    1,698,058 
Issued pursuant to the registered direct offering   129,145    13    -    
-
    1,245,293    
-
    
-
    1,245,306 
Repurchase of shares   (40)   
-
    -    
-
    (179)   
-
    
-
    (179)
Round up shares due to reverse stock splits   61    
-
    -    
-
    
-
    
-
    
-
    
-
 
Exercise of Pre-funded Warrants   165,305    17    -    
-
    (17)   
-
    
-
    
-
 
Issuance of common shares under ATM program   593,194    59    -    
-
    1,467,523    
-
    
-
    1,467,582 
Share-based compensation   -    
-
    -    
-
    (42,996)   
-
    
-
    (42,996)
Net loss for the period   -    
-
    -    
-
    
-
    (2,170,810)   
-
    (2,170,810)
Currency translation adjustment   -    
-
    -    
-
    
-
    
-
    (885)   (885)
Balance, June 30, 2025   1,477,575    148    6,372,874    637    24,490,049    (15,440,437)   (1,222)   9,049,175 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

 

4

 

 

PMGC Holdings Inc. (formerly Elevai Labs Inc.)

Condensed Consolidated Statements of Cash Flows

For the six months ended June 30, 2025, and 2024

(Unaudited - Expressed in United States dollars)

 

   June 30,
2025
   June 30,
2024
 
Operating activities        
Net loss  $(2,170,810)  $(2,809,741)
Adjustments to reconcile net loss to net cash used in operating activities:          
Depreciation and amortization   1,622    6,477 
Share-based compensation   (42,996)   10,484 
Rent expense   (230)   (1,379)
Change in fair value of derivative liabilities   
-
    (301,803)
Accretion interest expense   9,684    42,312 
Research and development costs for intangible assets   14,358    39,483 
Gain on termination of intangible asset   (129,613)   
-
 
Loss on the sale of Skincare   39,676    
-
 
AGÕæÈ˹ٷ½ized loss on sale of investments   371,494    
-
 
Unrealized gain on investments   (238,899)   
-
 
           
Changes in operating assets and liabilities:          
Receivables   (104,473)   6,958 
Prepaid expenses and deposits   120,999    137,295 
Inventory   22,966    (482,881)
Accounts payable and accrued liabilities   (169,268)   210,111 
Customer deposits   (20,496)   (12,379)
Due to related parties   (397,728)   50,306 
Cash flows used in operating activities1  $(2,693,714)  $(3,104,757)
           
Investing activities          
Purchase of equipment   
 
    (9,160)
Purchase of investments   (995,100)   
-
 
Proceeds from sale of investments   1,109,921    
-
 
Issuance of promissory note   (127,300)   
-
 
Purchase of intangible assets   (6,000)   (112,320)
Cash flows used in investing activities1  $(18,479)  $(121,480)
           
Financing activities          
Exercise of Series A warrants   1,938,772    
-
 
Proceeds from the issuance of common stock and warrants   1,484,028    
-
 
Share issuance costs   (531,290)   
-
 
Repurchase of shares and warrants   (179)   
-
 
Issuance of common shares under ATM agreement   1,519,437    
-
 
Cash flows provided by financing activities  $4,410,768   $
-
 
           
Effect of exchange rate changes on cash   (400)   (580)
           
Increase(decrease) in cash   1,698,175    (3,226,817)
Cash, beginning of period   3,984,453    3,326,851 
Cash, ending of period  $5,682,628   $100,034 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

 

5

 

 

PMGC Holdings Inc. (formerly Elevai Labs Inc.)

Condensed Consolidated Statements of Cash Flows

For the three months ended March 31, 2025, and 2024

(Unaudited - Expressed in United States dollars)

 

Supplemental cash flow information:          
Cash paid for interest  $791   $11,104 
Cash paid for taxes   
-
    
-
 
           
Non-cash Investing and Financing transactions:          
Common stock issued and issuable on acquisition of intangible asset   43,535    772,247 
Obligation to issue stock for acquisition of intangible assets   
-
    838,374 
Shares received as proceeds for the sale of Skincare   728,550    
-
 
Series B preferred shares issues to settle accrued bonus liability   150,000    
-
 
Consideration payable settled through termination of the agreement   894,151    
-
 

 

1Refer to Note 4 for disclosure of cash flows used in operating and investing activities of discontinued operations.

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

 

6

 

 

1.Organization and nature of operations

 

PMGC Holdings Inc. (formerly Elevai Labs Inc.) (“PMGC”) was incorporated under the laws of the State of Delaware on June 9, 2020. During 2024, PMGC completed a reorganization that included a name change and redomiciling from Delaware to Nevada. PMGC and its 100% owned subsidiaries, PMGC Research Inc. (formerly Elevai Research Inc) (“PMGC Research”), PMGC Impasse Corp (formerly Elevai Skincare Inc.), Northstrive Biosciences Inc. (formerly Elevai Biosciences, Inc), and PMGC Capital LLC, are collectively referred to in these consolidated financial statements as “the Company.”

 

On April 29, 2024, PMGC Impasse Corp (“Skincare”) and Northstrive Biosciences Inc. (“BioSciences”) were incorporated under the laws of the state of Delaware. PMGC is the sole shareholder of Skincare and BioSciences. The purpose of Skincare is to operate the Company’s skincare business, while the purpose of BioSciences is to hold and develop the Company’s intellectual property. Effective May 1, 2024, PMGC transferred its operating assets and liabilities relating to its skincare business to Skincare in exchange for common stock of Skincare. On November 13, 2024, PMGC Capital LLC (“PMGC Capital”) was incorporated under the laws of the state of Nevada. PMGC is the sole shareholder of PMGC Capital.

 

On November 27, 2024, the Company completed a reverse stock split on a ratio of two hundred old shares of common stock for every one new post reverse split common share. In addition, on March 10, 2025, the Company completed a second reverse stock split on a ratio of 7 shares of common stock for every one new post second reverse split common share. All current and comparative references to the number of common shares, warrants, options, weighted average number of common shares, and loss per share have been retrospectively adjusted to give effect to these reverse stock splits. On a combined basis, this reflects retrospectively a reverse stock split of 1-for-1,400.

 

On December 31, 2024, PMGC and Skincare entered into an asset purchase agreement (the “Asset Purchase Agreement”) with an unrelated third party, pursuant to which PMGC agreed to sell, and the unrelated third party agreed to purchase, PMGC’s skincare business. The sale of this skincare business closed on January 16, 2025. In accordance with ASC 205-20 “Discontinued Operations”, the assets and liabilities and the results of operations of the skincare business have been presented in these unaudited condensed consolidated financial statements as assets and liabilities held for sale and discontinued operations. The Company also retrospectively adjusted the unaudited condensed consolidated statement of operations and comprehensive loss for the three and six months ended June 30, 2024, to reflect discontinued operations separately from continuing operations (Note 4).

 

Prior to entering into the Asset Purchase Agreement, the Company’s principal business was operating a skincare development company engaged in the design, manufacture, and marketing of skincare products in the skincare industry. With the sale of its skincare business, the Company changed its principal business. After this sale, PMGC became a diversified holding company that manages and grows its portfolio through strategic acquisitions, investments, and development across various industries. PMGC currently manages and operates a diverse portfolio of three wholly owned subsidiaries:

 

Northstrive BioSciences Inc. – a biopharmaceutical company focusing on the development and acquisition of cutting-edge aesthetic medicines and therapeutic products. Our lead asset, EL-22, is leveraging a first-in-class engineered probiotic approach to address obesity’s pressing issue of preserving muscle while on weight loss treatments, including GLP-1 receptor agonists.

 

PMGC Research Inc. – PMGC Research is based in Canada and currently dedicated to medical scientific research and development efforts, utilizing Canadian research grants and partnering with leading Canadian Universities to push the boundaries of innovation.

 

PMGC Capital LLC - a multi-strategy investment firm focused on direct investments, strategic lending, and acquiring undervalued companies and assets across diverse markets. Our mission is to identify and seize high-potential opportunities, delivering sustainable growth and maximizing returns on capital.

 

7

 

 

2.Going Concern

 

These unaudited condensed consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders and the ability of the Company to obtain necessary equity financing to continue operations, and ultimately the attainment of profitable operations.

 

As of June 30, 2025, and December 31, 2024, the Company had a net working capital of $6,976,543 and $4,251,867, respectively, and has an accumulated deficit of $15,440,437 and $13,269,627, respectively. Furthermore, for the six months ended June 30, 2025, and 2024, the Company incurred a net loss of $2,170,810 and $2,809,741, respectively, and used $2,693,714 and $3,104,757, respectively, of cash flows for operating activities. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These unaudited condensed consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

The assessment of whether the going concern assumption is appropriate requires management to take into account all available information about the future, which is at least, but not limited to, 12 months from the date the financial statements are issued. The Company is aware that material uncertainties related to events or conditions may cast substantial doubt upon the Company’s ability to continue as a going concern.

 

Management’s plans that alleviate substantial doubt about the Company’s ability to continue as a going concern include: (a) raising additional debt or equity financing and (b) the acquisition of cash flow generating assets or businesses. Although the Company has been successful in raising funds in the past, and expects to do so in the future, there are no guarantees that it will be able to raise funds as anticipated.

 

3.Summary of Significant Accounting Policies

 

Basis of Presentation

 

These unaudited condensed consolidated financial statements have been prepared in accordance with rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) and generally accepted accounting principles in the United States (“U.S. GAAP”) for interim financial information and are expressed in United States dollars. Accordingly, the unaudited condensed consolidated financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, we have included all adjustments considered necessary for a fair presentation and such adjustments are of a normal recurring nature. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the years ended December 31, 2024, and 2023. The results of operations for the three and six months ended June 30, 2025 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2025.

 

Principles of Consolidation

 

The unaudited condensed consolidated financial statements include the accounts of PMGC and its 100% owned subsidiaries, PMGC Research, Skincare, BioSciences, and PMGC Capital. All intercompany accounts, transactions and profits were eliminated in the unaudited condensed consolidated financial statements.

 

8

 

 

Use of Estimates

 

The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to revenue recognition, the collectability of receivables, valuation of inventory, fair value of investments in securities, derivative liabilities and stock options, useful lives and recoverability of long-lived assets, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgements about the carrying value of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from those estimates. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the unaudited condensed consolidated financial statements in the period they are determined.

 

Foreign Currency Translation

 

The Company’s functional and reporting currency is the U.S. dollar. The functional currency of PMGC Research is the Canadian dollar. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets, liabilities, and items recorded in income arising from transactions denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.

 

The accounts of PMGC Research are translated to U.S. dollars using the current rate method. Accordingly, assets and liabilities are translated into U.S. dollars at the period-end exchange rate while revenues and expenses are translated at the average exchange rates during the period. Related exchange gains and losses are included in a separate component of stockholders’ equity as accumulated other comprehensive income (loss).

 

Investments in securities

 

Investments in securities include publicly traded equity securities and a convertible debenture that is convertible at any time into publicly traded securities. All investments are classified as trading securities and are reported at fair value, with both realized and unrealized gains and losses recognized in earnings. Equity securities have readily determinable fair values and are measured in accordance with ASC 321 – Accounting for Equity Interests. The convertible debenture is measured at fair value under ASC 320 – Investments – Debt Securities.

 

The cost of securities sold is determined using the specific identification or average cost method. Investments, including publicly traded shares and those that management intends to convert into equity upon favorable market conditions, are classified as current assets on the condensed consolidated balance sheet.

 

New Accounting Standards

 

Recently Adopted Accounting Standards

 

In June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. The FASB is issuing this Update (1) to clarify the guidance in Topic 820, Fair Value Measurement, when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security, (2) to amend a related illustrative example, and (3) to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 820.

 

9

 

 

Stakeholders asserted that the language in the illustrative example resulted in diversity in practice on whether the effects of a contractual restriction that prohibits the sale of an equity security should be considered in measuring that equity security’s fair value. Some stakeholders apply a discount to the price of an equity security subject to a contractual sale restriction, whereas other stakeholders consider the application of a discount to be inappropriate under the principles of Topic 820.

 

For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The adoption of this standard did not have a significant impact on the Company’s consolidated financial statements.

 

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), intended to improve reportable segments disclosure requirements primarily through enhanced disclosures about significant segment expenses.

 

ASU 2023-07 includes a requirement to disclose significant segment expenses that are regularly provided to the CODM and included within each reported measure of segment profit or loss, the title and position of the CODM, an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources, and all segments’ profit or loss and assets disclosures. ASU 2023-07 is effective for all public companies for fiscal years beginning after December 15, 2023, and interim periods for the interim period beginning on January 1, 2025. Adoption of ASU 2023-07 did not have a material impact on the Company’s financial statement.

 

Recently Issued Accounting Standards

 

The Company assesses the adoption impacts of recently issued, but not yet effective, accounting standards by the Financial Accounting Standards Board on the Company's unaudited condensed consolidated financial statements.

 

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

 

4.Assets and liabilities held for sale and discontinued operations

 

Pursuant to the Asset Purchase Agreement, the Company agreed to sell its skincare business for (i) 1,267,040 shares of common stock of the buyer, having a market value of $728,550 at the closing of the agreement; (ii) buyer’s assumption of certain liabilities; and, (iii) $56,525 in cash, to be paid upon the sale of specified inventory existing as of the consummation of this transaction (“Closing”).

 

Following the Closing, which occurred on January 16, 2025 (such date, the “Closing Date”), buyer will pay additional earn-out consideration for the sale, if and when payable: (a) buyer will pay, for each year ending on the anniversary of the Closing Date during the five-year period following the Closing, an amount, if any, equal to 5% of the sales generated during such year from the existing products as of the Closing; and (b) buyer will pay a one-time payment of $500,000 if buyer achieves $500,000 in revenue from sales of the existing hair and scalp products as of the Closing on or before the 24-month anniversary of the Closing Date.

 

10

 

 

The following table summarizes the major line items for the skincare business that are included in loss from discontinued operations, net of taxes in the consolidated statements of operations:

 

   Three months ended
June 30,
2025
   Three months ended
June 30,
2024
   Six months ended
June 30,
2025
   Six months ended
June 30,
2024
 
Revenue  $
-
   $605,530   $152,381   $1,220,093 
Cost of goods sold   
-
    166,274    30,530    335,185 
Gross profit  $
-
   $439,256   $121,851   $884,908 
                     
Expenses                    
Depreciation   
-
    2,570    517    4,818 
Marketing and promotion   
-
    587,893    6,924    849,415 
Consulting fees   
-
    5,600    
-
    23,253 
Office and administrative   7,661    515,619    54,875    1,261,767 
Professional fees   
-
    109,436    50,460    246,068 
Investor relations   
-
    390         7,057 
Research and development   
-
    17,561    16,921    117,973 
Foreign exchange (gain) loss   
-
    53    1,875    (1,198)
Travel and entertainment   
-
    52,505    10,726    111,613 
Total expenses  $7,661   $1,291,627   $142,298   $2,620,766 
                     
Other income (expense)                    
Other income   24,796    
-
    49,614    34,723 
Interest expense   
-
    (7,209)   
-
    (11,574)
Loss on the sale of Skincare   
-
    
-
    (39,676)   
-
 
Net income (loss) from discontinued operations  $17,135   $(859,580)  $(10,509)  $(1,712,709)

 

The following table summarizes the carrying amounts of major classes of assets and liabilities of discontinued operations as at the Closing Date (January 16, 2025) and December 31, 2024:

 

   Closing Date
January 16,
2025
   December 31,
2024
 
Assets        
Receivables, net   71,793    43,497 
Inventory   875,996    898,962 
Prepaid expenses and deposits   94,568    137,875 
Property and equipment   47,618    48,134 
Right of use asset   51,721    64,340 
Total assets held for sale   1,141,696    1,192,808 
           
Liabilities          
Accounts payable and accrued liabilities   307,024    449,125 
Customer deposits   13,806    34,302 
Lease liability   52,640    65,489 
Total liabilities held for sale   373,470    548,916 
           
Total assets and liabilities held for sale, net   768,226    643,892 

 

The Company recorded a loss on sale of discontinued operations of $39,676. The proceeds on sale, which was the fair value of the buyer shares received on Closing, amounted to $728,550, and the carrying amounts of the net assets and liabilities sold amounted to $768,226.

 

11

 

 

The following represents the cash flows from operating and investing activities of discontinued operations for the six months ended June 30, 2025 and 2024:

 

   June 30,
2025
   June 30,
2024
 
Cashflows used in operating activities  $(174,767)  $(1,912,907)
Cashflows used in investing activities   
-
    (9,160)

 

5.Short Term Loan Receivable

 

As of June 30, 2025 and December 31, 2024, receivables consisted of the following:

 

   June 30,
2025
   December 31,
2024
 
Promissory note receivable   127,300    
-
 
Interest receivable   811    
         -
 
   $128,111   $
-
 

 

On May 30, 2025, the Company entered into a secured promissory note agreement with an individual, pursuant to which the Company loaned $127,300 to the borrower. The note bears interest at a variable rate equal to the U.S. prime rate as published in the Wall Street Journal (7.5%), with interest computed on the basis of a 365-day year and actual days elapsed. The entire principal amount, together with accrued and unpaid interest, is due and payable on or before September 30, 2025.

 

As of June 30, 2025, the Company recognized $811 in interest income related to this note for the 31-day period from issuance to quarter-end. The total outstanding balance of $128,111, consisting of principal and accrued interest, was recorded as a short-term loan receivable on the Company’s condensed consolidated balance sheet as of June 30, 2025.

 

Subsequent to June 30, 2025, the note was fully settled through the transfer of a 10% equity interest in Pacific Sun Packaging Inc. to the Company. The loan settlement was effected as part of the Company’s acquisition of all outstanding equity interests of Pacific Sun Packaging Inc., which was completed in July 2025. (Note 14).

 

6.Prepaids and Deposits

 

As of June 30, 2025, and December 31, 2024, prepaid and deposits consisted of the following:

 

   June 30,
2025
   December 31,
2024
 
Prepaid expenses  $753,735   $867,420 
Deposits   37,320    1,044 
   $791,055   $868,464 

 

12

 

 

7.Investment in securities

 

As of June 30, 2025, the Company’s investments consist of publicly traded equity securities and a convertible debenture. These investments are reported under ASC 321 – Investments in Equity Securities and ASC 320 – Investments – Debt Securities, as applicable. The Company has classified the investments as held for trading.

 

The following table summarizes the changes in investments for the six months ended June 30, 2025 and year ended December 31, 2024:

 

   Public
Company
Investment
   Private
Company
Investment
   Convertible
Debenture
   Total 
Balance, December 31, 2023  $
-
    
-
    
-
    
-
 
Purchases   
-
    139,084    
-
    139,084 
Balance, December 31, 2024  $
-
    139,084    
-
    139,084 
Purchases  $870,100    
-
    125,000    995,100 
Transfer   139,084    (139,084)   
-
    - 
Acquired in the sale of Skincare business   728,550    
-
    
-
    728,550 
Proceeds on sale   (1,109,921)   
-
    
-
    (1,109,921)
Interest   
-
    
-
    4,620    4,620 
AGÕæÈ˹ٷ½ized loss   (371,494)   
-
    
-
    (371,494)
Unrealized loss   56,305    
-
    182,594    238,899 
Balance, June 30, 2025  $312,624    
-
    312,214    624,838 

 

Equity Securities

 

The Company’s equity investments consist of publicly traded equity securities with readily determinable fair values. In accordance with ASC 321, these securities are measured at fair value, with changes in fair value recognized in profit or loss. For the six months ended June 30, 2025, the Company recognized a realized loss of $371,494 on the sale of equity securities, and an unrealized gain of $56,305 on equity securities still held at June 30, 2025.

 

Convertible Debenture

 

The Company also holds a convertible debenture, classified as a trading security under ASC 320, as it is held within a portfolio of investments and is intended to be converted into equity upon favorable market conditions. The debenture is measured at fair value, with changes in value recognized through profit or loss. For the six months ended June 30, 2025, the Company recognized interest income of $4,620 and an unrealized gain of $182,594 on the debenture.

 

13

 

 

Fair Value Measurement

 

The following table presents the Company’s financial instruments measured at fair value on a recurring basis as of June 30, 2025, in accordance with the fair value hierarchy of ASC 820: 

 

Fair Value Measurement Using:  Level 1   Level 2   Level 3   Total 
Equity securities  $312,624    
    
    312,624 
Convertible debenture   
-
    312,214    
    312,214 
Total  $312,624    312,214    
    624,838 

 

8.Equipment

 

   Computers 
     
Cost    
Balance, December 31, 2023  $2,820 
Foreign currency translation   (219)
Balance, December 31, 2024  $2,601 
Foreign currency translation   3 
Balance, June 30, 2025  $2,604 
      
Accumulated depreciation     
Balance, December 31, 2023  $1,079 
Depreciation   546 
Foreign currency translation   (111)
Balance, December 31, 2024  $1,514 
Depreciation   1,085 
Foreign currency translation   5 
Balance, June 30, 2025  $2,604 
      
Net book value     
December 31, 2024  $1,087 
June 30, 2025  $
-
 

 

9.Intangible assets and consideration payable

 

   License # 1   License # 2
(IPR&D asset)
   Total 
Cost:            
Balance, December 31, 2024  $861,452    2,023,097    2,884,549 
Additions   
-
    49,535    49,535 
Termination of agreement   (861,452)        (861,452)
Balance, June 30, 2025  $
-
    2,072,632    2,072,632 
                
                
Accumulated amortization:               
Balance, December 31, 2024  $82,556    
-
    82,556 
Additions   14,358    
-
    14,358 
Termination of agreement   (96,914)   
-
    (96,914)
Balance, June 30, 2025  $
-
    
-
    
-
 
                
Net book value:               
December 31,2024  $778,896    2,023,097    2,801,993 
June 30, 2025   
-
    2,072,632    2,072,632 

 

14

 

 

On January 15, 2024, the Company entered into a license agreement with a biotechnology company to use the biotechnology company’s proprietary technology and process to assist in formulating stem cells (the license granted under this license agreement, “License #1”). The term of License # 1 is 10 years and has a purchase price of $1,000,000. The payments structure for License #1 is as follows:

 

a)$50,000 payable upon executing the license (paid)

 

b)$350,000 payable on March 15, 2025 (updated from July 15, 2024 in an amendment dated July 9, 2024)1

 

c)$600,000 payable on completion of technology transfer or two years from January 15, 2024, whichever comes first1

 

1Effective February 27, 2025, the Company and the biotechnology company entered into a mutual termination agreement to terminate the Company’s right to License # 1 and to release the Company of the remaining undiscounted obligation payable of $950,000. Upon termination, no further obligations are required of either party.

 

The cost of License # 1 was measured at $861,452, which is the fair value of the consideration payable on initial recognition, determined by discounting the future payments using a market interest rate of 11.75%.

 

   Consideration
payable
 
     
Consideration payable – undiscounted  $1,000,000 
Discount on initial recognition   (138,548)
Fair value on initial recognition  $861,452 
      
Paid in cash   (50,000)
Accretion   73,015 
Balance, December 31, 2024  $884,467 
Accretion   9,684 
Termination of agreement   (894,151)
Balance, June 30, 2025  $
-
 

 

As a result of the termination, the Company derecognized the associated intangible asset and the related consideration payable, recognizing a gain of $129,613 in the condensed consolidated statements of operations for the six months ended June 30, 2025.

 

On April 30, 2024, the Company entered into an exclusive license agreement with a pharmaceutical company granting the Company rights to develop, manufacture, and commercialize licensed products (the license granted under this license agreement, “License # 2”). The Company has classified License # 2 as an IPR&D asset resulting in only the acquisition costs plus any transaction costs to be capitalized upon acquisition. The research and development project associated with License # 2 is not yet complete and as a result the Company has not yet determined the useful life of the IPR&D asset.

 

The Company paid consideration of $400,000 and 679 shares of common stock with a value of $492,850 to the pharmaceutical company. The shares issued to the pharmaceutical company are unregistered and subject to trading restrictions for six months from the issue date, resulting in a fair value discount adjustment of $173,100 on the value of the shares of common stock issued to the pharmaceutical company. The Company incurred transaction costs of $12,320 in legal fees and $1,117,771 in shares of common stock paid to a consultant who assisted in acquiring License # 2. The shares of common stock to be issued to the consultant will be unregistered and subject to trading restrictions for a 1-year period from the issue date of the first tranche resulting in a fair value discount adjustment of $599,863 on the value of the common shares issued to the consultant. The fair value adjustments were calculated using the Black-Scholes Option Pricing Model.

 

The Black-Scholes Option Pricing Model requires six basic data inputs: the exercise or strike price, expected time to expiration or exercise, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement.

 

15

 

 

The following assumptions were used in the Black-Scholes Option Pricing Model:

 

   Initial recognition –
April 30,
2024
 
Risk-free interest rate   5.12-5.44%
Expected life   0.5-1 years 
Expected dividend rate   0.00%
Expected volatility   100%

 

The consultant who assisted in acquiring License # 2 was to receive 1,750 shares of common stock in the following tranches and all shares were earned (i.e. fully vested) upon the Company’s acquisition of License # 2 as follows:

 

May 3, 2024: 438 shares (issued)

 

August 1, 2024: 437 shares (issued)

 

November 1, 2024: 437 shares (issued)

 

February 2, 2025: 438 shares (issued)

 

The cost of License # 2 IPR&D asset is $2,023,097, which is the fair value of the consideration paid on initial recognition.

 

On March 21, 2025, Biosciences entered into a first amendment to the exclusive license agreement covering License # 2, expanding the licensed fields in the exclusive license agreement to include all uses in animal health, including all applications as a feed additive. The Company paid $6,000 and issued 12,000 shares of common stock to the pharmaceutical company in consideration for entry into this first amendment to the exclusive license agreement regarding License # 2.

 

The shares issued to the pharmaceutical company are unregistered and subject to trading restrictions for six months from the issue date resulting in a fair value discount adjustment of $15,624 on the value of the common stock issued to the pharmaceutical company. The fair value adjustments were calculated using the Black-Scholes Option Pricing Model.

 

The first amendment to the exclusive license agreement did not result in a remeasurement of the intangible asset under ASC 350 – Intangibles – Goodwill and Other, as it does not constitute a new acquisition or recognition event. The Company will continue to monitor the asset for impairment indicators consistent with U.S. GAAP.

 

The Black-Scholes Option Pricing Model requires six basic data inputs: the exercise or strike price, expected time to expiration or exercise, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement.

 

16

 

 

The following assumptions were used in the Black-Scholes option pricing model:

 

   Initial recognition –
March 26,
2025
 
Risk-free interest rate   4.26%
Expected life   0.5 years 
Expected dividend rate   0.00%
Expected volatility   100%

 

On May 12, 2025, Biosciences entered into a second amendment to an existing license agreement related to License # 2. The second amendment to the license agreement clarified the scope and terms of use within the animal health field. Key changes included clarification that certain provisions regarding (i) the exclusive license granted to the pharmaceutical company, (ii) milestone payment obligations of the Company, (iii) research and development obligations of the Company, (iv) recording obligations of the Company, (v) development data provisions, (vi) regulatory responsibilities of the Company, (vii) commercialization plan obligations of the Company, did not apply to licensing rights granted under the license agreement as the rights applied to the animal health field. The second amendment’s provisions also narrowed the Company’s payment obligations as to royalty payments on direct sales and a proportion of amounts received from sublicensees, as the payment related to the animal health field. There was no cost associated with the second amendment.

 

10.Derivative liabilities

 

On July 15, 2022, the Company issued 167 common stock purchase warrants with an exercise price of $2,817 as part of the conversion of promissory notes.

 

On November 21, 2023, the Company completed its Initial Public Offering (“IPO”) and issued 54 warrants (the “IPO warrants”). The IPO warrants are exercisable into one share of common stock of the Company at $5,600 per share and expire on November 21, 2028.

 

We analyzed the common stock purchase warrants issued as partial settlement of the promissory notes payable and the IPO warrants against the requirements of ASC 480, Distinguishing Liabilities from Equity, and determined that the warrants should be classified as financial liabilities.

 

ASC 815, Derivatives and Hedging, requires that the warrants be accounted for as derivative liabilities with initial and subsequent measurement at fair value with changes in fair value recorded as other income (expense).

 

A continuity of the Company’s common stock purchase derivative liability warrants is as follows:

 

   Derivative
liabilities
 
Outstanding, December 31, 2023  $369,158 
Change in fair value of derivative liabilities   (369,158)
Outstanding, December 31, 2024  $
-
 
Change in fair value of derivative liabilities   
-
 
Outstanding, June 30, 2025  $
-
 

 

We determined our derivative liabilities to be a Level 3 fair value measurement and used the Black-Scholes Option Pricing Model to calculate the fair value as of initial recognition and at subsequent period ends through December 31, 2024. Given the exercise price of these warrants compared to the fair market value of the Company’s shares, the value is deemed to be $nil.

 

17

 

 

As of June 30, 2025, the following warrants were outstanding:

 

Outstanding   Expiry date  Weighted average
exercise price ($)
 
 167   April 27, 2027   2,817 
 54   November 21, 2028   5,600 
 221       3,497 

 

As of June 30, 2025, and December 31, 2024, the weighted average life of derivative liability warrants outstanding was 2.21 and 2.71 years, respectively.

 

11.Equity

 

Common Stock

 

Authorized

 

As of June 30, 2025, and December 31, 2024, the Company had 285,714,286 shares of common stock authorized, each having a par value of $0.0001.

 

Issued and outstanding

 

As of June 30, 2025, and December 31, 2024, the Company had 1,477,575 and 438,987 shares of common stock issued and outstanding, respectively.

 

Transactions during the six months ended June 30, 2025

 

On January 28, 2025, the Company entered into and completed a warrant inducement transaction with the holders of its Series A Common Stock Purchase Warrants pursuant to a warrant inducement agreement (“Series A Warrants”). Under the warrant inducement agreement, the exercise price of the outstanding Series A Warrants was reduced from $78.40 to $14.00 per share of common stock as an incentive for immediate exercise As a result, the holders exercised all outstanding Series A Warrants, and the Company issued 138,485 shares of common stock, generating gross proceeds of $1,938,772.

 

On February 2, 2025, the Company issued 438 shares of common stock to a consultant in relation to the acquisition of the License # 2 IPR&D asset.

 

On March 7, 2025, the Company repurchased a total of 10 shares of common stock from two existing shareholders at for total consideration of approximately $52. The shares were retired upon repurchase.

 

On March 18, 2025, the Company entered into a securities purchase agreement with an existing investor to repurchase 30 shares of common stock and warrants to purchase 36 shares of common stock at an exercise price of $4,200.00 per share. The total consideration paid in the transaction was $127. The repurchased shares and warrants were retired and cancelled. The transaction was initiated by the existing investor.

 

On March 21, 2025, the Company entered into a Securities Purchase Agreement between the Company and certain institutional investors with respect to a registered direct offering for the offer and sale of 129,145 shares of common stock and 165,305 prefunded warrants for gross proceeds of $1,484,028

 

On March 26, 2025, Biosciences entered into a first amendment to the exclusive license agreement covering License # 2 (Note 8), expanding its rights to include the growing animal health market. The Company issued 12,000 shares of common stock in exchange for the expansion of its rights under License # 2.

 

During the six months ended June 30, 2025, the Company sold an aggregate of 593,194 shares of common stock under its at-the-market (ATM) equity offering program, generating total gross proceeds of approximately $1,519,437. After deducting total commissions and fees of approximately $51,855, net proceeds amounted to approximately $1,467,582. The shares were issued in multiple tranches between April and June 2025, with sales prices ranging from $2.26 to $2.83 per share.

 

18

 

 

Transactions during the six months ended June 30, 2024

 

On April 30, 2024, the Company issued 679 shares of common stock on acquisition of License # 2 and $492,945 was recognized in equity. A total of $nil was recognized in common stock and the remainder of $492,945 to additional paid in capital (Note 9). These shares are unregistered and restricted from trading, as disclosed in Note 9.

 

On May 3, 2024, the Company committed to issue 1,750 fully vested shares of common stock, of which 438 shares of common stock were issued by June 30, 2024, for the acquisition of License # 2. A total of $1,117,832 was recognized in equity, of which $nil was recognized in common stock and the remainder of $1,117,832 to additional paid in capital (Note 9). These shares are unregistered and restricted from trading as disclosed in Note 9.

 

Preferred Stock

 

Authorized

 

As of June 30, 2025, and December 31, 2024, the Company had 500,000,000 of preferred stock authorized, respectively, each share of preferred stock having a par value of $0.0001.

 

Issued and outstanding

 

As at June 30, 2025, and December 31, 2024, the Company had 6,372,874 and nil shares of Series B Preferred Stock issued and outstanding.

 

Transactions during the six months ended June 30, 2025, and 2024

 

On March 26, 2025, at a special meeting of the Company’s shareholders, the shareholders approved the issuance of 3,036,437 shares of non-trading, non-convertible Series B Preferred Stock to GB Capital Ltd as a signing bonus pursuant to that certain Second Amended and Restated Consulting Agreement for Non-Employee Chief Executive Officer between the Company and GB Capital Ltd, dated October 25, 2024, as amended; and 3,336,437 shares of non-trading, non-convertible Series B Preferred Stock to Northstrive Companies Inc as a signing bonus pursuant to that certain Second Amended and Restated Consulting Agreement for Non-Executive Chairman between the Company and Northstrive Companies Inc., dated October 25, 2024, as amended. The total issuances of Series B Preferred Stock approved by the shareholders at this meeting was 6,372,874 shares. These bonuses to GB Capital Ltd and Northstrive Companies Inc. in the form of Series B Preferred Stock represented bonuses of $75,000 to each entity pursuant to their respective agreements aforementioned in this paragraph. These bonuses, totaling $150,000, were accrued and included in due to related parties as of December 31, 2024.

 

Equity Warrants

 

Transactions during the six-month ended June 30, 2025.

 

On January 28, 2025, in connection with the warrant inducement agreement (see above) and the exercise of the Series A Warrants, the Company issued 138,485 replacement warrants with an initial exercise price of $19.25 and a five-year term. On April 29, 2025, the exercise price of the replacement warrants were reset to the contractual floor price of $3.22 per share. Following the adjustment, each of the five investors now holds 165,580 warrants, resulting in a total of 827,900 replacement warrants outstanding at the adjusted exercise price, maintaining the aggregate exercise value of $2,665,836.

 

On March 18, 2025, the Company entered into a securities purchase agreement with an existing investor to repurchase warrants to purchase 36 shares of common stock at an exercise price of $4,200 per share for a nominal amount.

 

On March 24, 2025, the Company consummated a registered direct offering with institutional investors, issuing 129,145 shares of common stock and 165,305 pre-funded warrants. The pre-funded warrants are immediately exercisable at an exercise price of $0.0001 per share, subject to a beneficial ownership limitation of 4.99%, which may be increased to 9.99% at the holder’s election.

 

19

 

 

On April 14, 2025, all 165,305 pre-funded warrants issued in connection with the Company’s registered direct offering consummated on March 24, 2025 were fully exercised for shares of common stock, at an exercise price of $0.0001 per share.

 

Transactions during the six-month ended June 30, 2024.

 

There was no equity warrant activity during the six months ended June 30, 2024

 

As of June 30, 2025, the following equity warrants were outstanding:

 

Outstanding   Expiry date  Weighted average
exercise price ($)
 
 179   August 28, 2026   4,200.00 
 36   March 12, 2027   4,200.00 
 1,021   March 24, 2028   470.40 
 827,900   January 28, 2030   3.22 
 829,136       4.88 

 

As of June 30, 2025 and December 31, 2024, the weighted average life of equity warrants outstanding was 4.58 and 4.82 years, respectively.

 

Stock Options

 

The Company has a stock option plan included in the Company’s 2020 Equity Incentive Plan (the “Plan”) where the Board of Directors or any of its committees can grant Incentive Stock Options, Nonstatutory Stock Options, and Restricted Stock to employees, advisors and directors of the Company. As of June 30, 2025 and December 31, 2024, the aggregate number of shares allocated and made available for issuance pursuant to stock options granted under the Plan shall not exceed 1,239 shares. The Plan shall remain in effect until it is terminated by the Board of Directors.

 

Transactions during the three-month ended June 30, 2025

 

There was no stock option activity during the six months ended June 30, 2025.

 

Transactions during the six-month ended June 30, 2024

 

In January 2024, the Company granted 9 stock options with a contractual life of ten years and an exercise price of $7,000 per common stock. These stock options were valued at $16,178 using the Black-Scholes Option Pricing Model. The options vest 25% on the first anniversary of the grant date and the remaining 75% vest evenly over 36 months thereafter.

 

On March 6, 2024, the Company granted 57 stock options with a contractual life of ten years and an exercise price of $1,400 per common stock. These stock options were valued at $52,845 using the Black-Scholes Option Pricing Model. The options vest 25% on the first anniversary of the grant date and the remaining 75% vest evenly over 36 months thereafter.

 

20

 

 

The continuity of stock options for the six months ended June 30, 2025, and December 31, 2024, is summarized below:

   Number of
stock options
   Weighted
average
exercise
price
 
Outstanding, December 31, 2023   1,088    2,389.27 
Granted   66    2,156.76 
Forfeited   (407)   2,428.63 
Outstanding, December 31, 2024   747    2,347.25 
Granted   
-
    
-
 
Forfeited/Cancelled   (223)   (2,532.72)
Exercised   
-
    
-
 
Outstanding, June 30, 2025   524    2,268.18 

 

As of June 30, 2025, the following options were outstanding, entitling the holders thereof the right to purchase one common stock for each option held as follows:

 

Outstanding   Vested   Expiry date  Weighted average
exercise price ($)
 
 316    316   08-Feb-31   840 
 25    25   27-Feb-31   840 
 12    8   30-Sep-32   1,876 
 57    39   30-Sep-32   7,000 
 57    31   1-May-33   7,000 
 57    18   5-Mar-24   1,400 
 524    437       2,268.18 

 

As of June 30, 2025, and December 31, 2024, the weighted average life of stock options outstanding was 6.41 years and 6.88 years, respectively.

 

With the sale of the Company’s skincare business on January 16, 2025, 180 vested stock options with a weighted average exercise price of $1,696 have been cancelled on April 16, 2025, after the 90-day exercise window following termination of employment with the Company.

 

During the six months ended June 30, 2025 and 2024, the Company recorded $(42,996) and $10,484, respectively, in share-based compensation expense, of which $36,604 and ($79,600), and $31,781 and $(21,297), respectively is included in office and administration and discontinued operations, respectively. Within discontinued operations for the six months ended June 30, 2025 and 2024, ($73,768) and ($5,832), and $(23,876) and $2,579, respectively is included in office and administration and research and development, respectively.

 

21

 

 

12.Related Party Transactions

 

Related parties consist of the following individuals and corporations:

 

Braeden Lichti, Non-executive Chairman

 

Jordan Plews, Former Director (resigned December 23, 2024) and CEO of Skincare and BioSciences (resigned January 16, 2025)

 

Graydon Bensler, CFO, CEO and Director

 

Tim Sayed, Former Chief Medical Officer and Former Director (resigned August 1, 2024)

 

Brenda Buechler, Former Chief Marketing Officer (termination effective June 20, 2024)

 

Christoph Kraneiss, Former Chief Commercial Officer (termination effective June 20, 2024)

 

Jeffrey Parry, Director (appointed June 1, 2023)

 

  Juliana Daley, Director (appointed June 1, 2023)

 

Crystal Muilenburg, Former Director (appointed June 1, 2023, resigned February 29, 2024)

 

George Kovalyov, Director (appointed March 1, 2024)

 

GB Capital Ltd., controlled by Graydon Bensler

 

JP Bio Consulting LLC, controlled by Jordan Plews

 

BWL Investments Ltd., controlled by Braeden Lichti

 

Northstrive Companies Inc., controlled by Braeden Lichti

 

Key management personnel include those persons having authority and responsibility for planning, directing, and controlling the activities of the Company as a whole. The Company has determined that key management personnel consist of members of the Company’s Board of Directors, corporate officers, and individuals with more than 10% control.

 

Remuneration attributed to key management personnel are summarized as follows:

 

   Three months ended
June 30,
2025
   Three months ended
June 30,
2024
   Six months ended
June 30,
2025
   Six months ended
June 30,
2024
 
Consulting fees  $147,700    80,000    595,400    160,833 
Director fees   83,290    
-
    83,290    
-
 
Salaries   
-
    170,641    26,228    377,656 
Share-based compensation   15,842    (54,859)   36,616    (32,583)
   $246,832    195,782    741,534    505,906 

 

22

 

 

During the six months ended June 30, 2025:

 

The Company incurred consulting fees of $281,000 (June 30, 2024 - $100,833) to GB Capital Ltd, a company controlled by Graydon Bensler, CEO, CFO and Director.

 

The Company incurred consulting fees of $314,400 (June 30, 2024 - $60,000) to Northstrive Companies Inc., a company controlled by the Company’s Chairman and former President.

 

The Company incurred director’s fees of $27,750 (June 30, 2024 – $nil) to George Kovalyov, a director of the Company.

 

The Company incurred director’s fees of $27,790 (June 30, 2024 – $nil) to Juliana Daley, a director of the Company.

 

The Company incurred director’s fees of $27,750 (June 30, 2024 – $nil) to Mystic Marine Advisors, LLC, a company owned and controlled by Jeffrey Parry, a director of the Company.

 

Jordan Plews, Former Director and former CEO of Skincare and BioSciences, earned a salary of $26,228 and $122,032, respectively, during the six months ended June 30, 2025, and 2024.

 

Brenda Buechler, Former Chief Marketing Officer, earned a salary of $nil and $132,807, respectively, during the six months ended June 30, 2025, and 2024.

 

Christoph Kraneiss, Former Chief Commercial Officer, earned a salary of $nil and $122,818, respectively during the six months ended June 30, 2025, and 2024.

 

During the six months ended June 30, 2025, and 2024, the company issued the following stock options to related parties:

 

On March 1, 2024, the Company granted 57 stock options to directors of the company with a contractual life of 10 years and exercise price of $7,000 per share of common stock. These stock options were valued at $45,986 using the Black-Scholes Option Pricing Model. The options vest 25% on the first anniversary of the grant date and the remaining 75% vest evenly over 36 months thereafter.

 

Details of the fair value, as calculated on the grant date, to each related party in the current and prior periods, and the related expense recorded for the six months ended June 30, 2025 and 2024 is as follow:

 

   Six Months Ended
June 30,
2025
   Six Months Ended
June 30,
2024
   Grant date
fair value
 
Braeden Lichti, Non-executive Chairman  $11   $(5,355)  $50,995 
Graydon Bensler, CEO, CFO and Director   11    1,502    50,995 
Jordan Plews, Former Director and former CEO of Skincare and BioSciences2   11    1,502    50,995 
Tim Sayed, Former Chief Medical Officer and Former Director1   
-
    1,502    50,995 
Jeffrey Parry, Director   6,428    13,349    107,669 
Crystal Muilenburg, Former Director1   
-
    (41,668)   210,245 
Julie Daley, Director   19,592    53,643    210,245 
George Kovalyov, Director   10,563    10,308    52,845 
Brenda Buechler, Former Chief Marketing Officer1   
-
    (36,918)   143,671 
Christoph Kraneiss, Former Chief Commercial Officer1   
-
    (30,448)   121,243 
   $36,616   $(32,583)  $1,049,898 

 

1379 options of related parties were forfeited and or cancelled during the year ended December 31, 2024

 

2143 options of Jordan Plews were cancelled during the three months ended June 30, 2025

 

23

 

 

As of June 30, 2025, and December 31, 2024, the Company had $53,355 and $227,749, respectively, due to companies controlled by Braeden Lichti, of which $53,355 and $227,749, respectively, is unsecured, non-interest bearing, and are due on demand.

 

As of June 30, 2025, the Company had $127 (December 31, 2024 - $179,655) in consulting fees due to Graydon Bensler, CEO, CFO and Director, and $Nil and $1,252 (December 31, 2024 - $11,813 and $Nil) due to Jordan Plews, Former Director and Former CEO of Skincare and BioSciences, and Jeffrey Parry, Director, respectively, for expenses incurred on behalf of the Company. These amounts are unsecured, non-interest bearing and are due on demand.

 

13.Commitments and Contingencies

 

There were no commitments as of June 30, 2025, and December 31, 2024, or during the periods then ended.

 

As of December 31, 2024, the Company had an ongoing dispute that arose in the normal course of business. In February 2025, solely to avoid the cost and burdens associated with litigation, the Company and the other parties to this dispute (each, a “Party” and, collectively “Parties”) entered into a settlement agreement to fully and finally resolve any and all claims between them, without the Company or any Party admitting any liability or fault. Due to the confidential nature of the settlement agreement, the Company is not in a position to disclose the terms of the settlement; however, the amounts payable by the Company to the Parties and their legal counsel is included in accounts payable and accrued liabilities as of December 31, 2024. The amounts were paid in full by June 30, 2025.

 

14.Subsequent Events

 

Management has evaluated events subsequent to the year ended June 30, 2025, up to August 13, 2025, for transactions and other events that may require adjustment of and/or disclosure in the consolidated financial statements.

 

On July 7, 2025, the Company completed the acquisition of 100% of the issued and outstanding shares of common stock of Pacific Sun Packaging Inc., a California-based custom information technology packaging company (“Pacific Sun”), for total consideration of $1,148,000 in cash and a potential earnout of up to $250,000, payable to the stockholder of Pacific Sun. This earnout is contingent upon Pacific Sun achieving $1,145,915 in revenue over the 12-month period following closing. The Company acquired a 10% minority interest in Pacific Sun through the settlement of the $127,300 secured promissory note (referenced in Note 5)

 

On July 18, 2025, the Company acquired all of the membership interests of AGA Precision Systems LLC, a California-based company specializing in CNC machining operations, for $650,000 in cash. This acquisition is expected to enhance the Company's precision manufacturing capabilities. The Company is finalizing the purchase price allocation and fair value assessment of the acquired assets and liabilities, which will be disclosed in future financial statements in accordance with ASC 805, Business Combinations. The financial effects of this acquisition are not reflected in the financial statements for the quarter ended June 30, 2025, as the transaction occurred subsequent to the reporting period.

 

24

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited condensed consolidated financial statements and the notes to those statements included elsewhere in this Quarterly Report and the audited consolidated financial statements and the other information set forth in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the U.S. Securities and Exchange Commission on March 28, 2025.

 

Forward-Looking Statements

 

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s registration statement on Form S-1 filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

 

Organization and Overview of Operations

 

On December 31, 2024, the Company entered into an asset purchase agreement (the “Asset Purchase Agreement”) with an unrelated third party, pursuant to which the Company agreed to sell, and the unrelated third party agreed to purchase, the Company’s skincare business. The sale of the skincare business was consummated on January 16, 2025.

 

Prior to entering into the Asset Purchase Agreement, the Company’s principal business was operating a skincare development company engaged in the design, manufacture, and marketing of skincare products in the skincare industry. After the sale of the skincare business, the Company changed its principal business. PMGC Holdings Inc. is a diversified holding company that manages and grows its portfolio through strategic acquisitions, investments, and development across various industries. The Company currently manages and operates a diverse portfolio of three wholly owned subsidiaries:

 

NorthStrive BioSciences Inc. – Biosciences is a biopharmaceutical company focusing on the development and acquisition of cutting-edge aesthetic medicines and therapeutic products. This company’s lead asset, EL-22, is leveraging a first-in-class engineered probiotic approach to address obesity’s pressing issue of preserving muscle while on weight loss treatments, including GLP-1 receptor agonists. For more information, please visit www.northstrivebio.com.

 

PMGC Research Inc. –  PMGC Research is based in Canada and is currently dedicated to medical scientific research and development efforts. This company utilizes Canadian research grants and partnering with leading Canadian Universities, with aims of pushing the boundaries of innovation.

 

PMGC Capital LLC – PMGC Capital is a multi-strategy investment firm focused on direct investments, strategic lending, and acquiring undervalued companies and assets across diverse markets. This company’s mission is to identify and seize high-potential opportunities, delivering sustainable growth and maximizing returns on capital.

 

25

 

 

Outlook

 

Management’s Plans

 

Over the next twelve months, we intend to focus on:

 

Increasing revenue by achieving successful returns on capital through PMGC Capital LLC, our multi-strategy investment vehicle, by acquiring and managing undervalued assets, public and private investments, and structured financing opportunities.

 

Establishing new wholly owned subsidiaries to develop and commercialize newly acquired or licensed assets across various industries.

 

Utilizing clinical validation studies to strengthen the commercial potential and scientific credibility of our portfolio companies’ technologies.

 

Advancing clinical development to progress NorthStrive Biosciences, Inc.’s clinical assets toward Investigational New Drug (IND) applications.

 

Pursuing additional acquisitions of operating business-to-business companies with positive EBITDA.

 

Evaluating potential opportunities such as out licensing our biotechnology applications, potential spin-offs, and creating new publicly traded companies, such as Special Purpose Acquisition Corporations (“SPACs”)

 

Results of Operations

 

Comparison of the six months ended June 30, 2025 to the six months ended June 30, 2024

 

In January 2025, the Company sold its skincare business, which had previously contributed to the financial results of the Company. The financial results of the disposed operations from January 1, 2025 until January 16, 2025 have been classified as discontinued operations. The following table provides certain selected financial information for continuing operations for the periods presented and does not include activity from the skincare business of the Company:

 

   Six Months Ended
June 30,
2025
   Six Months Ended
June 30,
2024
   Change 
Marketing and Promotion  $117,923   $265,113   $(147,190)
Consulting Fees  $745,902   $558,316   $187,586 
Office and Administration  $528,870   $280,800   $248,070 
Professional Fees  $550,643   $91,996   $458,647 
Investor Relations  $116,777   $97,565   $19,212 
Research and Development  $99,108   $55,553   $43,555 
Total operating expenses  $2,215,242   $1,356,216   $859,026 
Other income (expense)1  $54,941   $259,184   $(204,243)
Net loss from continuing operation  $(2,160,301)  $(1,097,032)  $(1,063,269)
Basic and dilutive loss per common share- continuing operations  $(2.411)  $(86.215)  $83.805 
Weighted average number of shares outstanding – basic and diluted   896,149    12,724      

 

1Other expenses relate to interest income, interest expense, unrealized fair value gain/loss on investment, realized loss on sale of investments, gain on the termination of the intangible asset and fair value gain/loss on derivative liability.

 

26

 

 

Research and Development Expenses

 

Research and development expenses for the six months ended June 30, 2025, were $99,108, compared to $55,553 for the six months ended June 30, 2024, an increase of $43,555. Research and Development related to the Company’s spending on clinical validation studies. The increase in research and development was mainly driven by the Company continuously working on its research project of EL-22 and the costs of its Type B pre-Investigational New Drug (“pre-IND”) meeting with the U.S. Food and Drug Administration.

 

Marketing and Promotion

 

Marketing and promotion expenses for the six months ended June 30, 2025 were $117,923, compared to $265,113 for the six months ended June 30, 2024, a decrease of $147,190. During the six months ended June 30, 2024, the Company engaged an investor relations agency, under a $125,000 agreement signed on January 5, 2024, to support external communications and investor engagement efforts. No comparable agreement was entered into during the six months ended June 30, 2025.

 

Office and Administrative Expenses

 

Office and Administration expenses for the six months ended June 30, 2025 were $528,870, compared to $280,800 for the six months ended June 30, 2024, an increase of $248,070. The increase was driven by higher business activity levels, general price increases, and a shift in cost responsibilities following the disposition of the Company’s skincare business.

 

Consulting Fees

 

Consulting fees for the six months ended June 30, 2025 were $745,902, compared to $558,316 for the six months ended June 30, 2024, an increase of $187,586. The Company’s Chief Executive Officer, Chief Financial Officer, and Chairman provide services in a consulting capacity. The increase was primarily driven by bonus-related consulting expenses of $300,000 (2024 – $27,072), representing contractual bonuses approved by the Board of Directors and the Compensation Committee. The increases were partially offset by a decrease in external consulting services.

 

Professional Fees

 

Professional fees for the six months ended June 30, 2025 were $550,643, compared to $91,996 for the six months ended June 30, 2024, an increase of $458,647. Professional fees comprise of legal, audit and accounting services. The increase during 2025, was primarily due to an increase in audit, legal and accounting services given the Company’s corporate restructuring, business acquisition due diligence, and financing efforts conducted during the six months ended June 30, 2025 compared to the six months ended June 30, 2024.

 

Investor Relations

 

Investor relations expenses for the six months ended June 30, 2025 were $116,777, compared to $97,565 for the six months ended June 30, 2024, an increase of $19,212. The increase is primarily attributable to an increase in public relations and media coverage expenses during the first six months.

 

Other income (expense)

 

Other income (expense) for the six months ended June 30, 2025 amounted to a net income of $54,941, compared to net income of $259,184 for the six months ended June 30, 2024, representing an unfavorable variance of $204,243. The variance was primarily driven by a realized loss on investments of $371,494 in the six months ended June 30, 2025, whereas no such losses were recognized in the prior period. Additionally, the comparative period included a $301,803 fair value gain on derivative liabilities, which did not recur in the current quarter. Partially offsetting these declines, the Company recognized a $129,613 gain on the termination of an intangible asset, an unrealized gain of $238,899 on investments and an interest income of $65,383, compared to only $150 in the prior year. Interest expense also declined to $10,474 from $42,769, reflecting lower financing costs during the six months ended June 30, 2025.

 

27

 

 

Comparison of the three months ended June 30, 2025 to the three months ended June 30, 2025

 

In January 2025, the Company sold its skincare business, which had previously contributed to the financial results of the Company. The following table provides certain selected financial information for continuing operations for the periods presented and does not include activity from the skincare business of the Company:

 

   Three Months Ended
June 30,
2025
   Three Months Ended
June 30,
2024
   Change 
Marketing and Promotion  $82,329   $133,597   $(51,268)
Consulting Fees  $198,345   $179,843   $18,502 
Office and Administration  $319,839   $148,341   $171,498 
Professional Fees  $284,175   $48,706   $235,469 
Investor Relations  $46,827   $5,987   $40,840 
Research and Development  $66,675   $34,824   $31,851 
Total operating expenses  $1,013,518   $556,242   $457,276 
Other income (expense)1  $434,028   $3,331   $430,697 
Net loss from continuing operation  $(579,490)  $(552,911)  $(26,579)
Basic and dilutive loss per common share- continuing operations  $(0.466)  $(42.303)  $41.837 
Weighted average number of shares outstanding – basic and diluted   1,243,720    13,070      

 

1Other expenses relate to interest income, interest expense, unrealized fair value gain/loss on investment, realized loss on sale of investments, and fair value gain/loss on derivative liability.

 

Research and Development Expenses

 

Research and development expenses for the three months ended June 30, 2025 were $66,675, compared to $34,824 for the three months ended June 30, 2024, an increase of $31,851. Research and Development related to the Company’s spending on clinical validation studies. The increase in research and development is mainly driven by the company continuously working on the research project of EL-22 and the costs of the Type B pre-Investigational New Drug (“pre-IND”) meeting with the U.S. Food and Drug Administration.

 

Marketing and Promotion

 

Marketing and promotion expenses for the three months ended June 30, 2025 were $82,329, compared to $133,597 for the three months ended June 30, 2024, a decrease of $51,268. During 2024, the Company engaged an investor relations agency under a $125,000 agreement signed on April 26, 2024, to support external communications and investor engagement efforts. No comparable agreement was entered into during the three months ended June 30, 2025.

 

Office and Administrative Expenses

 

Office and Administration expenses for the three months ended June 30, 2025 were $319,839, compared to $148,341 for the three months ended June 30, 2024, an increase of $171,498. The increase was driven by higher business activity levels, general price increases, and a shift in cost responsibilities following the disposition of the skincare business.

 

28

 

 

Consulting Fees

 

Consulting fees for the three months ended June 30, 2025, were $198,345, compared to $179,843 for the three months ended June 30, 2024, an increase of $18,502. The Company’s Chief Executive Officer, Chief Financial Officer, and Chairman provide services in a consulting capacity.. The increase was primarily driven by higher fees under the GB Capital and Northstrive agreements. These increases were partially offset by lower external consulting expenses, as no comparable services were incurred during the current period.

 

Professional Fees

 

Professional fees for the three months ended June 30, 2025, totaled $284,175, an increase of $235,469 compared to $48,706 for the same period in 2024. Professional fees comprise of legal, audit and accounting services. The increase during 2025, is primarily due to an increase in audit, legal and accounting services given the corporate restructuring, business acquisition due diligence, and financing efforts conducted compared to 2024.

 

Investor Relations

 

Investor relations expenses for the three months ended June 30, 2025 were $46,827, compared to $5,987 for the three months ended June 30, 2024, representing an increase of $40,840. The increase is primarily attributable to an increase in public relations and media coverage expenses during the current quarter.

 

Other income (expense)

 

Other income (expense) for the three months ended June 30, 2025 resulted in net income of $434,028, compared to $3,331 for the same period in 2024, representing a favorable variance of $430,697. The increase was primarily attributable to a realized gain on investments of $95,184, an unrealized gain of $299,303 on investments, and interest income of $36,527 recognized in the current period, none of which were recorded in the comparative period. Additionally, the comparative period included $23,597 in interest expense, which did not recur in the current quarter. These increases were partially offset by a $26,864 gain on derivative liabilities recognized in the comparative period.

 

Liquidity and Capital Resources

 

The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and ultimately the attainment of profitable operations.

 

As of June 30, 2025, we had cash of $5,682,628 and as of December 31, 2024, we had cash of $3,984,453. The increase between December 31, 2024 and June 30, 2025 was attributable to cash provided by financing activities exceeding cash used in operating and investing activities. As of June 30, 2025 and December 31, 2024, the Company had a net working capital of $6,976,543 and $4,251,867, respectively, and has an accumulated deficit of $15,440,437 and $13,269,627, respectively. Furthermore, for the six months ended June 30, 2025, and 2024, the Company incurred a net loss of $2,170,810 and $2,809,741, respectively, and used $2,693,714 and $3,104,757, respectively, of cash flows for operating activities. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The accompanying condensed consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company believes it has sufficient funds to continue current operations for at least the next 12 months from the issuance date of the unaudited condensed consolidated financial statements. The Company may seek to raise additional capital to accelerate the execution of management’s plans as disclosed above.

 

Our principal liquidity requirements are for working capital, capital expenditure and research and development. We fund our liquidity requirements primarily through cash on hand and the issuance of common and preferred stock.

 

The Company expects an improvement in liquidity and capital resources, including cash obtained from any sale of investment securities it currently owns. Cash flows used in discontinued operating and investing activities and assets and liabilities held for sale has been excluded from our analysis. The Company may be paid additional earn-out consideration in connection with the sale of its skincare business, consisting of potential payments for each year ending on the anniversary of the closing date of the disposition during the five-year period following the closing equal to 5% of the sales generated during such year from the existing products as of the closing and a one-time payment of $500,000 if the buyer achieves $500,000 in revenue from sales of the existing hair and scalp products as of the closing on or before the 24-month anniversary of the closing date of the disposition. The Company plans to use the cash obtained from any sale of investment securities or earnout payment for working capital.

 

29

 

 

The following table provides selected financial data as of June 30, 2025, and December 31, 2024, respectively (excluding assets and liabilities held for sale).

 

   June 30,
2025
   December 31,
2024
   Change 
Current assets  $7,302,844   $4,858,193   $2,444,651 
Current liabilities  $326,301   $1,250,218   $(923,917)
Working capital  $6,976,543   $3,607,975   $3,368,568 

 

The following table summarizes our cash flows from operating, investing and financing activities from continuing operations:

  

   Six Months Ended
June 30,
2025
   Six Months Ended
June 30,
2024
   Change 
Cash used in operating activities  $(2,518,947)  $(1,191,850)  $(1,327,097)
Cash used in investing activities  $(18,479)  $(112,320)  $93,841 
Cash provided by financing activities  $4,410,768   $-   $4,410,768 

 

Cash Flow from Operating Activities

 

For the six months ended June 30, 2025, net cash flows used in operating activities was $2,518,947, compared to $1,191,850 used during the six months ended June 30, 2024, primarily due to net loss and timing of settlement of assets and liabilities.

 

Cash Flows from Investing Activities

 

During the six months ended June 30, 2025 and 2024, we used $18,479 and $112,320, respectively, in investing activities. In 2025, the Company made strategic investments in publicly traded companies of $995,100 and advanced $127,300 under a short-term promissory note agreement. These outflows were offset by proceeds from the sale of investments of $1,109,921. In addition, the Company paid $6,000 towards the purchase of intangible assets, compared to $112,320 during the six-months ended June 30, 2024.

 

Cash Flows from Financing Activities

 

During the six months ended June 30, 2025, we had cash flow provided by financing activities of $4,410,768, compared to $Nil in the six months ended June 30, 2024. During the six months ended June 30, 2025, the Company raised $1,245,306 through the issuance of common stock and prefunded warrants, $1,698,058 through the exercise of Series A warrants and $1,467,583 through the sale of shares of common stock pursuant to that certain At-the-Market Sales Issuance Agreement.

 

30

 

 

Critical Accounting Policies and Significant Judgments and Estimates

 

This discussion and analysis of our financial condition and results of operations is based on our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to revenue recognition, the collectability of receivables, valuation of inventory, fair value of investments in securities, derivative liabilities and stock options, useful lives and recoverability of long-lived assets, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgements about the carrying value of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from those estimates. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the consolidated financial statements in the period they are determined.

 

The Company’s policy for intangible assets require judgement in determining whether the present value of future expected economic benefits exceeds capitalized costs. The policy requires management to make certain estimates and assumptions about future economic benefits related to its operations. Estimates and assumptions may change if new information becomes available. If information becomes available suggesting that the recovery of capitalized cost is unlikely, the capitalized cost is written off/impaired to the consolidated statement of operations.

 

The assessment of whether the going concern assumption is appropriate requires management to take into account all available information about the future, which is at least, but not limited to, 12 months from the date the financial statements are issued. The Company is aware that material uncertainties related to events or conditions may cast substantial doubt upon the Company’s ability to continue as a going concern.

 

Foreign Currency Translation

 

The Company’s functional and reporting currency is the U.S. dollar. The functional currency of the Company’s Canadian subsidiary, PMGC Research Inc. (“PMGC Research”) is the Canadian dollar. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets, liabilities, and items recorded in income arising from transactions denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.

 

The accounts of PMGC Research are translated to U.S. dollars using the current rate method. Accordingly, assets and liabilities are translated into U.S. dollars at the period-end exchange rate while revenues and expenses are translated at the average exchange rates during the period. Related exchange gains and losses are included in a separate component of stockholders’ equity as accumulated other comprehensive income (loss).

 

Stock-Based Compensation

 

Employees - The Company accounts for share-based compensation under the fair value method which requires all such compensation to employees, including the grant of employee stock options, to be calculated based on its fair value at the measurement date (generally the grant date), and recognized in the consolidated statement of operations over the requisite service period.

 

Nonemployees - During June 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”) to simplify the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees. Under the requirements of ASU 2018-07, the Company accounts for share-based compensation to non-employees under the fair value method which requires all such compensation to be calculated based on the fair value at the measurement date (generally the grant date) and recognized in the statement of operations over the requisite service period.

 

31

 

 

During the six months ended June 30, 2025 and 2024, the Company recorded ($42,996) and $10,484, respectively, in share-based compensation expense, of which $36,604 and ($79,600), and $31,781 and ($21,297), respectively, is included in office and administration and discontinued operations, respectively. Within discontinued operations for six months ended June 30, 2025 and 2024, ($73,768) and ($5,832), and ($23,876) and $2,579, respectively is included in office and administration and research and development, respectively.

 

Determining the appropriate fair value model and the related assumptions requires judgment. During the six months ended June 30, 2025 and the year ended 2024, the fair value of each option grant was estimated using a Black-Scholes option-pricing model.

 

The expected volatility represents the historical volatility of comparable publicly traded companies in similar industries, adjusted for variables such as stock price, market capitalization and life cycle. Due to limited historical data, the expected term for options granted is equal to the contractual life. The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected life of stock options. The Company has not paid and does not anticipate paying cash dividends on its shares of common stock; therefore, the expected dividend yield is assumed to be zero.

 

Off-Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditure or capital resources that is material to investors.

 

JOBS Act

 

On April 5, 2012, the Jumpstart Our Business Startups Act (the “JOBS Act”) was signed into law. The JOBS Act contains provisions that, among other things, eases certain reporting requirements for qualifying public companies. We will qualify as an “emerging growth company” and under the JOBS Act will be allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

 

Future Related Party Transactions

 

The Corporate Governance Committee of our Board of Directors is required to approve all related party transactions. All related party transactions are made or entered into on terms that are no less favorable to use than can be obtained from unaffiliated third parties.

 

Impact of Inflation

 

We do not believe the impact of inflation on our Company is material.

 

Inflation Risk

 

We are also exposed to inflation risk. Inflationary factors, such as increases in labor costs, could impair our operating results. Although we do not believe that inflation has had a material impact on our financial position or results of operations to date, a high rate of inflation in the future may have an adverse effect on our ability to maintain current levels of gross margin and operating expenses.

 

32

 

 

Market Risk

 

Market risk is the risk of loss arising from adverse changes in market rates and prices. Our market risk exposure is generally limited to those risks that arise in the normal course of business, as we do not engage in speculative, non-operating transactions, nor do we utilize financial instruments or derivative instruments for trading purposes.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act at the end of the period covered by this Quarterly Report.

 

Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of end of the period covered by this Quarterly Report, our disclosure controls and procedures (as defined in § 240.13a-15(e) or 240.15d-15(e) of Regulation S-K)  were effective to provide reasonable assurance that the information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information (i) is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures and (2) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

 

We recognize that any controls system, no matter how well designed and operated, can provide only reasonable assurance of achieving its objectives, and our management necessarily applies its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting during the period covered by this Quarterly Report that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).

 

33

 

 

PART II – OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

We are not currently a party to any pending legal proceedings that we believe will have a material adverse effect on our business or financial conditions. We may, however, be subject to various claims and legal actions arising in the ordinary course of business from time to time.

 

ITEM 1A. RISK FACTORS

 

As a smaller reporting company, we are not required to make disclosures under this item.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

(a) Other than the following transactions, there have been no sales of unregistered equity securities which took place in the fiscal quarter beginning on April 1, 2025 to June 30, 2025 that we have not previously disclosed in a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission.

 

In February 2025, the Company issued 438 shares of its common stock to a consultant in relation to the acquisition of License # 2.

 

In March 2025, the Company issued 12,000 shares of its common stock to a consultant in exchange for the expansion of its rights under License # 2.

 

In March 2025, the Company issued 3,036,437 shares of Series B Preferred Stock to an entity owned by the Chief Executive Officer, Chief Financial Officer and a director of the Company.

 

In March 2025, the Company issued 3,336,437 shares of Series B Preferred Stock to an entity owned by the Chairman of the Board of the Company.

 

The sales of the shares set forth in Part II, Item 2(a) of this Quarterly Report were deemed exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.

 

(b) Not applicable.

  

(c) The following table provides information with respect to repurchases of our Common Stock during each month of the quarter ended June 30, 2025.

 

Issuer Purchases of Common Stock

 

Period   Total
Number
of Shares
Purchased
    Average Price
Paid Per Share
    Total Number
of Shares
Purchased
as Part of
Publicly Announced
Plans or
Programs
    Maximum
Dollar
Value of
Shares That
May Yet Be
Purchased
Under the
Plans or
Programs
 
April 1, 2025 - April 30, 2025         -     $        -             -     $ -  
May 1, 2025 - May 31, 2025     -     $ -       -     $ -  
June 1, 2025 - June 30, 2025     -     $ -            -     $      -  
Total     -                          

 

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5. OTHER INFORMATION

 

(a) None.

 

(b) None.

 

(c) None.

 

34

 

 

Item 6. Exhibits

 

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report.

 

EXHIBIT INDEX

 

Exhibit No.   Description 
10.1#   Amendment No. 2 to the Second Amended and Restated Consulting Agreement for Non-Executive Chairman by and between the Company and Northstrive Companies Inc. (included as Exhibit 10.1 in the Form 8-K/A filed with the SEC on April 8, 2025 and incorporated herein by reference).
10.2#   Amendment No. 2 to the Second Amended and Restated Consulting Agreement for Non-Employee Chief Executive Officer by and between the Company and GB Capital Ltd dated April 3, 2025 (included as Exhibit 10.2 in the Form 8-K/A filed with the SEC on April 8, 2025.
10.3   Form of At-the-Market Issuance Sales Agreement between the Company and Univest Securities, LLC dated April 24, 2025 (included as Exhibit 10.1 to the Form 8-K filed with the SEC on April 24, 2025 and incorporated herein by reference).
10.4   Secondment Agreement between the Company and Northstrive Companies Inc. dated May 7, 2025 (included as Exhibit 10.1 to the Form 8-K filed with the SEC on May 13, 2025 and incorporated herein by reference).
10.5†   Second Amendment to License Agreement between Northstrive Biosciences Inc. and MOA Life Plus Co., Ltd. (included as Exhibit 10.1 to the Form 8-K filed with the SEC on May 16, 2025 and incorporated herein by reference).
10.6†   Binding term sheet between Northstrive Biosciences Inc. and Modulant Bioscience LLC (included as Exhibit 10.2 to the Form 8-K filed with the SEC on May 16, 2025 and incorporated herein by reference).
31.1   Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2   Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1   Certifications of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2   Certifications of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS   Inline XBRL Instance Document.
101.SCH   Inline XBRL Schema Document.
101.CAL   Inline XBRL Calculation Linkbase Document.
101.DEF   Inline XBRL Definition Linkbase Document.
101.LAB   Inline XBRL Label Linkbase Document.
101.PRE   Inline XBRL Presentation Linkbase Document.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document filed as Exhibit 101).

 

# Management contract or compensatory plan.

 

Certain portions of this document that constitute confidential information have been redacted in accordance with Item 601(b)(10) of Regulation S-K.

 

35

 

 

SIGNATURES

 

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

 

  PMGC Holdings Inc.
     
Date: August 13, 2025 By: /s/ Graydon Bensler
  Name:  Graydon Bensler
  Title: Chief Executive Officer and Chief Financial Officer
    (Principal Executive, Accounting and Financial Officer)

 

 

36

 

0001840563 false Q2 --12-31 0001840563 2025-01-01 2025-06-30 0001840563 2025-08-12 0001840563 2025-06-30 0001840563 2024-12-31 0001840563 us-gaap:RelatedPartyMember 2025-06-30 0001840563 us-gaap:RelatedPartyMember 2024-12-31 0001840563 us-gaap:SeriesBPreferredStockMember 2025-06-30 0001840563 us-gaap:SeriesBPreferredStockMember 2024-12-31 0001840563 2025-04-01 2025-06-30 0001840563 2024-04-01 2024-06-30 0001840563 2024-01-01 2024-06-30 0001840563 us-gaap:CommonStockMember 2024-03-31 0001840563 us-gaap:SeriesBPreferredStockMember us-gaap:PreferredStockMember 2024-03-31 0001840563 us-gaap:AdditionalPaidInCapitalMember 2024-03-31 0001840563 us-gaap:RetainedEarningsMember 2024-03-31 0001840563 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-03-31 0001840563 2024-03-31 0001840563 us-gaap:CommonStockMember 2024-04-01 2024-06-30 0001840563 us-gaap:SeriesBPreferredStockMember us-gaap:PreferredStockMember 2024-04-01 2024-06-30 0001840563 us-gaap:AdditionalPaidInCapitalMember 2024-04-01 2024-06-30 0001840563 us-gaap:RetainedEarningsMember 2024-04-01 2024-06-30 0001840563 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-04-01 2024-06-30 0001840563 us-gaap:CommonStockMember 2024-06-30 0001840563 us-gaap:SeriesBPreferredStockMember us-gaap:PreferredStockMember 2024-06-30 0001840563 us-gaap:AdditionalPaidInCapitalMember 2024-06-30 0001840563 us-gaap:RetainedEarningsMember 2024-06-30 0001840563 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-06-30 0001840563 2024-06-30 0001840563 us-gaap:CommonStockMember 2025-03-31 0001840563 us-gaap:SeriesBPreferredStockMember us-gaap:PreferredStockMember 2025-03-31 0001840563 us-gaap:AdditionalPaidInCapitalMember 2025-03-31 0001840563 us-gaap:RetainedEarningsMember 2025-03-31 0001840563 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2025-03-31 0001840563 2025-03-31 0001840563 us-gaap:CommonStockMember 2025-04-01 2025-06-30 0001840563 us-gaap:SeriesBPreferredStockMember us-gaap:PreferredStockMember 2025-04-01 2025-06-30 0001840563 us-gaap:AdditionalPaidInCapitalMember 2025-04-01 2025-06-30 0001840563 us-gaap:RetainedEarningsMember 2025-04-01 2025-06-30 0001840563 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2025-04-01 2025-06-30 0001840563 us-gaap:CommonStockMember 2025-06-30 0001840563 us-gaap:SeriesBPreferredStockMember us-gaap:PreferredStockMember 2025-06-30 0001840563 us-gaap:AdditionalPaidInCapitalMember 2025-06-30 0001840563 us-gaap:RetainedEarningsMember 2025-06-30 0001840563 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2025-06-30 0001840563 us-gaap:CommonStockMember 2023-12-31 0001840563 us-gaap:SeriesBPreferredStockMember us-gaap:PreferredStockMember 2023-12-31 0001840563 us-gaap:AdditionalPaidInCapitalMember 2023-12-31 0001840563 us-gaap:RetainedEarningsMember 2023-12-31 0001840563 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-12-31 0001840563 2023-12-31 0001840563 us-gaap:CommonStockMember 2024-01-01 2024-06-30 0001840563 us-gaap:SeriesBPreferredStockMember us-gaap:PreferredStockMember 2024-01-01 2024-06-30 0001840563 us-gaap:AdditionalPaidInCapitalMember 2024-01-01 2024-06-30 0001840563 us-gaap:RetainedEarningsMember 2024-01-01 2024-06-30 0001840563 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-01-01 2024-06-30 0001840563 us-gaap:CommonStockMember 2024-12-31 0001840563 us-gaap:SeriesBPreferredStockMember us-gaap:PreferredStockMember 2024-12-31 0001840563 us-gaap:AdditionalPaidInCapitalMember 2024-12-31 0001840563 us-gaap:RetainedEarningsMember 2024-12-31 0001840563 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-12-31 0001840563 us-gaap:CommonStockMember 2025-01-01 2025-06-30 0001840563 us-gaap:SeriesBPreferredStockMember us-gaap:PreferredStockMember 2025-01-01 2025-06-30 0001840563 us-gaap:AdditionalPaidInCapitalMember 2025-01-01 2025-06-30 0001840563 us-gaap:RetainedEarningsMember 2025-01-01 2025-06-30 0001840563 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2025-01-01 2025-06-30 0001840563 elab:PMGCResearchIncMember 2025-06-30 0001840563 elab:PMGCMember 2025-06-30 0001840563 us-gaap:SegmentDiscontinuedOperationsMember 2025-06-30 0001840563 us-gaap:SegmentDiscontinuedOperationsMember 2025-01-16 0001840563 us-gaap:SegmentDiscontinuedOperationsMember 2025-01-16 2025-01-16 0001840563 us-gaap:SegmentDiscontinuedOperationsMember 2025-01-01 2025-06-30 0001840563 2025-01-16 0001840563 elab:SecuredPromissoryNoteAgreementMember 2025-05-30 0001840563 elab:SecuredPromissoryNoteAgreementMember 2025-01-01 2025-06-30 0001840563 elab:PacificSunPackagingIncMember 2025-06-30 0001840563 elab:PublicCompanyInvestmentMember 2025-01-01 2025-06-30 0001840563 elab:PublicCompanyInvestmentMember 2023-12-31 0001840563 elab:PrivateCompanyInvestmentMember 2023-12-31 0001840563 us-gaap:ConvertibleDebtSecuritiesMember 2023-12-31 0001840563 elab:PublicCompanyInvestmentMember 2024-01-01 2024-12-31 0001840563 elab:PrivateCompanyInvestmentMember 2024-01-01 2024-12-31 0001840563 us-gaap:ConvertibleDebtSecuritiesMember 2024-01-01 2024-12-31 0001840563 2024-01-01 2024-12-31 0001840563 elab:PublicCompanyInvestmentMember 2024-12-31 0001840563 elab:PrivateCompanyInvestmentMember 2024-12-31 0001840563 us-gaap:ConvertibleDebtSecuritiesMember 2024-12-31 0001840563 elab:PrivateCompanyInvestmentMember 2025-01-01 2025-06-30 0001840563 us-gaap:ConvertibleDebtSecuritiesMember 2025-01-01 2025-06-30 0001840563 elab:PublicCompanyInvestmentMember 2025-06-30 0001840563 elab:PrivateCompanyInvestmentMember 2025-06-30 0001840563 us-gaap:ConvertibleDebtSecuritiesMember 2025-06-30 0001840563 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember elab:EquitySecurityMember 2025-06-30 0001840563 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember elab:EquitySecurityMember 2025-06-30 0001840563 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember elab:EquitySecurityMember 2025-06-30 0001840563 us-gaap:FairValueMeasurementsRecurringMember elab:EquitySecurityMember 2025-06-30 0001840563 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:ConvertibleDebtSecuritiesMember 2025-06-30 0001840563 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:ConvertibleDebtSecuritiesMember 2025-06-30 0001840563 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:ConvertibleDebtSecuritiesMember 2025-06-30 0001840563 us-gaap:FairValueMeasurementsRecurringMember us-gaap:ConvertibleDebtSecuritiesMember 2025-06-30 0001840563 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2025-06-30 0001840563 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2025-06-30 0001840563 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2025-06-30 0001840563 us-gaap:FairValueMeasurementsRecurringMember 2025-06-30 0001840563 us-gaap:ComputerEquipmentMember 2023-12-31 0001840563 us-gaap:ComputerEquipmentMember 2024-01-01 2024-12-31 0001840563 us-gaap:ComputerEquipmentMember 2024-12-31 0001840563 us-gaap:ComputerEquipmentMember 2025-01-01 2025-06-30 0001840563 us-gaap:ComputerEquipmentMember 2025-06-30 0001840563 us-gaap:LicenseMember 2024-01-15 0001840563 us-gaap:LicenseMember 2024-01-15 2024-01-15 0001840563 us-gaap:LicenseMember 2025-03-15 0001840563 us-gaap:TechnologyBasedIntangibleAssetsMember 2024-01-15 0001840563 us-gaap:LicenseMember 2025-02-27 0001840563 us-gaap:LicenseMember elab:PharmaceuticalCompanyMember 2025-06-30 0001840563 us-gaap:LicenseMember 2025-01-01 2025-06-30 0001840563 elab:PharmaceuticalCompanyMember us-gaap:CommonStockMember 2025-01-01 2025-06-30 0001840563 2024-05-03 2024-05-03 0001840563 2024-08-01 2024-08-01 0001840563 2024-11-01 2024-11-01 0001840563 2025-02-02 2025-02-02 0001840563 elab:License2IPRDAssetMember elab:PharmaceuticalCompanyMember 2025-06-30 0001840563 2025-03-21 2025-03-21 0001840563 elab:PharmaceuticalCompanyMember 2025-01-01 2025-06-30 0001840563 us-gaap:LicenseMember 2024-12-31 0001840563 elab:License2IPRDAssetMember 2024-12-31 0001840563 elab:License2IPRDAssetMember 2025-01-01 2025-06-30 0001840563 us-gaap:LicenseMember 2025-06-30 0001840563 elab:License2IPRDAssetMember 2025-06-30 0001840563 us-gaap:FiniteLivedIntangibleAssetsMember 2025-01-01 2025-06-30 0001840563 srt:MinimumMember us-gaap:MeasurementInputRiskFreeInterestRateMember 2024-04-30 0001840563 srt:MaximumMember us-gaap:MeasurementInputRiskFreeInterestRateMember 2024-04-30 0001840563 srt:MinimumMember us-gaap:MeasurementInputExpectedTermMember 2024-04-30 0001840563 srt:MaximumMember us-gaap:MeasurementInputExpectedTermMember 2024-04-30 0001840563 us-gaap:MeasurementInputExpectedDividendRateMember 2024-04-30 0001840563 us-gaap:MeasurementInputPriceVolatilityMember 2024-04-30 0001840563 us-gaap:MeasurementInputRiskFreeInterestRateMember 2025-03-26 0001840563 us-gaap:MeasurementInputExpectedTermMember 2025-03-26 0001840563 us-gaap:MeasurementInputExpectedDividendRateMember 2025-03-26 0001840563 us-gaap:MeasurementInputPriceVolatilityMember 2025-03-26 0001840563 2022-07-15 0001840563 elab:IPOWarrantsMember 2023-11-21 0001840563 elab:DerivativeLiabilityWarrantsMember 2025-06-30 0001840563 elab:DerivativeLiabilityWarrantsMember 2024-12-31 0001840563 us-gaap:WarrantMember 2023-12-31 0001840563 us-gaap:WarrantMember 2024-01-01 2024-12-31 0001840563 us-gaap:WarrantMember 2024-12-31 0001840563 us-gaap:WarrantMember 2025-01-01 2025-06-30 0001840563 us-gaap:WarrantMember 2025-06-30 0001840563 elab:AprilTwentySevenTwoThousandTwentySevenMember elab:DerivativeLiabilityWarrantsMember 2025-06-30 0001840563 elab:AprilTwentySevenTwoThousandTwentySevenMember elab:DerivativeLiabilityWarrantsMember 2025-01-01 2025-06-30 0001840563 elab:NovemberTwentyOneTwoThousandTwentyEightMember elab:DerivativeLiabilityWarrantsMember 2025-06-30 0001840563 elab:NovemberTwentyOneTwoThousandTwentyEightMember elab:DerivativeLiabilityWarrantsMember 2025-01-01 2025-06-30 0001840563 elab:SeriesAWarrantsMember 2025-01-28 2025-01-28 0001840563 us-gaap:CommonStockMember 2025-01-28 0001840563 elab:License2IPRDAssetMember 2025-02-02 2025-02-02 0001840563 us-gaap:CommonStockMember 2025-03-07 0001840563 2025-03-07 2025-03-07 0001840563 us-gaap:CommonStockMember 2025-03-07 2025-03-07 0001840563 elab:SecuritiesPurchaseAgreementMember 2025-03-18 2025-03-18 0001840563 us-gaap:WarrantMember elab:SecuritiesPurchaseAgreementMember 2025-03-18 2025-03-18 0001840563 us-gaap:WarrantMember us-gaap:CommonStockMember elab:SecuritiesPurchaseAgreementMember 2025-03-18 2025-03-18 0001840563 us-gaap:CommonStockMember elab:SecuritiesPurchaseAgreementMember 2025-03-21 2025-03-21 0001840563 us-gaap:CommonStockMember elab:SecuritiesPurchaseAgreementMember 2025-03-21 0001840563 elab:SecuritiesPurchaseAgreementMember 2025-03-21 2025-03-21 0001840563 us-gaap:CommonStockMember 2025-03-26 2025-03-26 0001840563 us-gaap:CommonStockMember elab:AtTheMarketSalesIssuanceAgreementMember 2025-01-01 2025-06-30 0001840563 elab:AtTheMarketSalesIssuanceAgreementMember 2025-01-01 2025-06-30 0001840563 srt:MinimumMember 2025-04-30 0001840563 srt:MaximumMember 2025-06-30 0001840563 us-gaap:CommonStockMember 2025-04-30 2025-04-30 0001840563 2025-04-30 0001840563 us-gaap:ShareBasedCompensationAwardTrancheOneMember 2024-05-03 2024-05-03 0001840563 us-gaap:CommonStockMember 2024-06-30 2024-06-30 0001840563 us-gaap:CommonStockMember 2024-05-03 2024-05-03 0001840563 2024-05-03 0001840563 us-gaap:PreferredStockMember 2024-12-31 0001840563 us-gaap:PreferredStockMember 2025-06-30 0001840563 elab:NonConvertibleSeriesBPreferredStockMember 2025-03-26 0001840563 elab:NonConvertibleSeriesBPreferredStockMember 2024-10-25 0001840563 elab:ReplacementWarrantsMember 2025-01-28 0001840563 2025-04-29 0001840563 elab:FiveInvestorsMember 2025-04-29 0001840563 2025-04-29 2025-04-29 0001840563 elab:InstitutionalInvestorsMember 2025-03-24 0001840563 2025-03-24 0001840563 srt:MinimumMember elab:InstitutionalInvestorsMember 2025-03-24 2025-03-24 0001840563 srt:MaximumMember elab:InstitutionalInvestorsMember 2025-03-24 2025-03-24 0001840563 elab:ExclusiveLicenseAgreementMember 2025-04-14 0001840563 us-gaap:CommonStockMember 2025-04-14 0001840563 us-gaap:StockOptionMember 2025-01-01 2025-06-30 0001840563 us-gaap:StockOptionMember 2024-01-01 2024-12-31 0001840563 us-gaap:StockOptionMember 2024-01-01 2024-01-31 0001840563 us-gaap:StockOptionMember 2024-01-31 0001840563 elab:BlackScholesOptionPricingModelMember 2024-01-01 2024-01-31 0001840563 elab:BlackScholesOptionPricingModelMember 2024-01-31 0001840563 us-gaap:StockOptionMember 2024-03-06 2024-03-06 0001840563 2024-03-06 2024-03-06 0001840563 elab:IndependentDirectorsMember elab:BlackScholesOptionPricingModelMember 2024-03-06 2024-03-06 0001840563 elab:IndependentDirectorsMember 2024-03-06 0001840563 2025-01-16 2025-01-16 0001840563 us-gaap:StockOptionMember 2025-01-16 0001840563 elab:OfficeAndAdministrativeMember 2025-01-01 2025-06-30 0001840563 elab:OfficeAndAdministrativeMember 2024-01-01 2024-06-30 0001840563 us-gaap:SegmentDiscontinuedOperationsMember 2025-01-01 2025-06-30 0001840563 us-gaap:SegmentDiscontinuedOperationsMember 2024-01-01 2024-06-30 0001840563 us-gaap:GeneralAndAdministrativeExpenseMember us-gaap:SegmentDiscontinuedOperationsMember 2025-01-01 2025-06-30 0001840563 us-gaap:GeneralAndAdministrativeExpenseMember us-gaap:SegmentDiscontinuedOperationsMember 2024-01-01 2024-06-30 0001840563 us-gaap:ResearchAndDevelopmentExpenseMember us-gaap:SegmentDiscontinuedOperationsMember 2025-01-01 2025-06-30 0001840563 us-gaap:ResearchAndDevelopmentExpenseMember us-gaap:SegmentDiscontinuedOperationsMember 2024-01-01 2024-06-30 0001840563 elab:AugustTwentyEightTwothousandAndTwentySixMember us-gaap:WarrantMember 2025-06-30 0001840563 elab:AugustTwentyEightTwothousandAndTwentySixMember us-gaap:WarrantMember 2025-01-01 2025-06-30 0001840563 elab:MarchTwelveTwoThousandAndTwentySevenMember us-gaap:WarrantMember 2025-06-30 0001840563 elab:MarchTwelveTwoThousandAndTwentySevenMember us-gaap:WarrantMember 2025-01-01 2025-06-30 0001840563 elab:MarchTwentyFourTwoThousandTwentyEightMember us-gaap:WarrantMember 2025-06-30 0001840563 elab:MarchTwentyFourTwoThousandTwentyEightMember us-gaap:WarrantMember 2025-01-01 2025-06-30 0001840563 elab:JanuaryTwentyEightTwoThousandThirtyMember us-gaap:WarrantMember 2025-06-30 0001840563 elab:JanuaryTwentyEightTwoThousandThirtyMember us-gaap:WarrantMember 2025-01-01 2025-06-30 0001840563 us-gaap:EmployeeStockOptionMember 2023-12-31 0001840563 us-gaap:EmployeeStockOptionMember 2024-01-01 2024-12-31 0001840563 us-gaap:EmployeeStockOptionMember 2024-12-31 0001840563 us-gaap:EmployeeStockOptionMember 2025-01-01 2025-06-30 0001840563 us-gaap:EmployeeStockOptionMember 2025-06-30 0001840563 elab:StockOptionOneMember us-gaap:CommonStockMember 2025-06-30 0001840563 elab:StockOptionOneMember us-gaap:CommonStockMember 2025-01-01 2025-06-30 0001840563 elab:StockOptionTwoMember us-gaap:CommonStockMember 2025-06-30 0001840563 elab:StockOptionTwoMember us-gaap:CommonStockMember 2025-01-01 2025-06-30 0001840563 elab:StockOptionThreeMember us-gaap:CommonStockMember 2025-06-30 0001840563 elab:StockOptionThreeMember us-gaap:CommonStockMember 2025-01-01 2025-06-30 0001840563 elab:StockOptionFourMember us-gaap:CommonStockMember 2025-06-30 0001840563 elab:StockOptionFourMember us-gaap:CommonStockMember 2025-01-01 2025-06-30 0001840563 elab:StockOptionFiveMember us-gaap:CommonStockMember 2025-06-30 0001840563 elab:StockOptionFiveMember us-gaap:CommonStockMember 2025-01-01 2025-06-30 0001840563 elab:StockOptionSixMember us-gaap:CommonStockMember 2025-06-30 0001840563 elab:StockOptionSixMember us-gaap:CommonStockMember 2025-01-01 2025-06-30 0001840563 elab:GBCapitalLtdMember 2025-01-01 2025-06-30 0001840563 elab:GBCapitalLtdMember 2024-01-01 2024-06-30 0001840563 elab:NorthstriveCompaniesIncMember 2025-01-01 2025-06-30 0001840563 elab:NorthstriveCompaniesIncMember 2024-01-01 2024-06-30 0001840563 elab:GeorgeKovalyovDirectorMember 2025-01-01 2025-06-30 0001840563 elab:GeorgeKovalyovDirectorMember 2024-01-01 2024-06-30 0001840563 elab:JulianaDaleyMember 2025-01-01 2025-06-30 0001840563 elab:JulianaDaleyMember 2024-01-01 2024-06-30 0001840563 elab:MysticMarineAdvisorsLLCMember 2025-01-01 2025-06-30 0001840563 elab:MysticMarineAdvisorsLLCMember 2024-01-01 2024-06-30 0001840563 elab:JordanPlewsMember 2025-01-01 2025-06-30 0001840563 elab:JordanPlewsMember 2024-01-01 2024-06-30 0001840563 elab:BrendaBuechlerMember 2025-01-01 2025-06-30 0001840563 elab:BrendaBuechlerMember 2024-01-01 2024-06-30 0001840563 elab:ChristophKraneissMember 2025-01-01 2025-06-30 0001840563 elab:ChristophKraneissMember 2024-01-01 2024-06-30 0001840563 srt:DirectorMember 2024-03-01 2024-03-01 0001840563 srt:DirectorMember 2024-03-01 0001840563 2024-03-01 2024-03-01 0001840563 elab:BlackScholesOptionPricingModelMember 2024-03-01 0001840563 elab:BraedenLichtiMember 2025-06-30 0001840563 elab:BraedenLichtiMember 2024-12-31 0001840563 elab:GraydonBenslerMember 2025-01-01 2025-06-30 0001840563 elab:GraydonBenslerMember 2024-01-01 2024-12-31 0001840563 elab:JordanPlewsMember us-gaap:RelatedPartyMember 2025-01-01 2025-06-30 0001840563 elab:JordanPlewsMember 2024-01-01 2024-12-31 0001840563 elab:JordanPlewsMember us-gaap:RelatedPartyMember 2024-01-01 2024-12-31 0001840563 us-gaap:RelatedPartyMember 2025-04-01 2025-06-30 0001840563 us-gaap:RelatedPartyMember 2024-04-01 2024-06-30 0001840563 us-gaap:RelatedPartyMember 2025-01-01 2025-06-30 0001840563 us-gaap:RelatedPartyMember 2024-01-01 2024-06-30 0001840563 elab:BraedenLichtiNonexecutiveChairmanMember 2025-01-01 2025-06-30 0001840563 elab:BraedenLichtiNonexecutiveChairmanMember 2024-01-01 2024-06-30 0001840563 elab:GraydonBenslerCEOCFOAndDirectorMember 2025-01-01 2025-06-30 0001840563 elab:GraydonBenslerCEOCFOAndDirectorMember 2024-01-01 2024-06-30 0001840563 elab:JordanPlewsFormerDirectorAndFormerCEOOfSkincareAndBioSciencesMember 2025-01-01 2025-06-30 0001840563 elab:JordanPlewsFormerDirectorAndFormerCEOOfSkincareAndBioSciencesMember 2024-01-01 2024-06-30 0001840563 elab:imSayedFormerChiefMedicalOfficerAndFormerDirectorMember 2025-01-01 2025-06-30 0001840563 elab:imSayedFormerChiefMedicalOfficerAndFormerDirectorMember 2024-01-01 2024-06-30 0001840563 elab:JeffreyParryDirectorMember 2025-01-01 2025-06-30 0001840563 elab:JeffreyParryDirectorMember 2024-01-01 2024-06-30 0001840563 elab:CrystalMuilenburgFormerDirectorMember 2025-01-01 2025-06-30 0001840563 elab:CrystalMuilenburgFormerDirectorMember 2024-01-01 2024-06-30 0001840563 elab:JulieDaleyDirectorMember 2025-01-01 2025-06-30 0001840563 elab:JulieDaleyDirectorMember 2024-01-01 2024-06-30 0001840563 elab:GeorgeKovalyovDirectorMember 2025-01-01 2025-06-30 0001840563 elab:GeorgeKovalyovDirectorMember 2024-01-01 2024-06-30 0001840563 elab:BrendaBuechlerFormerChiefMarketingOfficerMember 2025-01-01 2025-06-30 0001840563 elab:BrendaBuechlerFormerChiefMarketingOfficerMember 2024-01-01 2024-06-30 0001840563 elab:ChristophKraneissFormerChiefCommercialOfficerMember 2025-01-01 2025-06-30 0001840563 elab:ChristophKraneissFormerChiefCommercialOfficerMember 2024-01-01 2024-06-30 0001840563 elab:PacificSunPackagingIncMember us-gaap:SubsequentEventMember 2025-07-07 0001840563 elab:PacificSunPackagingIncMember us-gaap:SubsequentEventMember 2025-07-07 2025-07-07 0001840563 elab:PacificSunPackagingIncMember us-gaap:SubsequentEventMember 2025-07-07 0001840563 us-gaap:SubsequentEventMember 2025-07-18 xbrli:shares iso4217:USD iso4217:USD xbrli:shares xbrli:pure elab:Shareholders

FAQ

What was PMGC Holdings (ELAB) cash on hand at June 30, 2025?

The Company reported $5,682,628 in cash as of June 30, 2025.

How large were PMGC's losses for the six months ended June 30, 2025?

PMGC recorded a net loss of $2,170,810 for the six months ended June 30, 2025.

Did PMGC disclose any going concern issues in the 10-Q (ELAB)?

Yes. Management disclosed substantial doubt about the Company’s ability to continue as a going concern and noted plans to raise financing or acquire cash-generating assets.

What proceeds did PMGC receive from selling its skincare business?

The sale closed January 16, 2025 and produced 1,267,040 buyer shares valued at $728,550 plus assumed liabilities and a $56,525 contingent cash payment for certain inventory.

What significant transactions occurred after the quarter for PMGC (ELAB)?

Subsequent events include acquiring Pacific Sun Packaging for $1,148,000 (plus potential earnout up to $250,000) and acquiring AGA Precision Systems for $650,000.

How many shares of common stock were outstanding for PMGC (ELAB)?

The filing reports 1,477,575 shares issued and outstanding as of June 30, 2025 and 1,484,827 shares issued and outstanding as of August 12, 2025.
PMGC Holdings

NASDAQ:ELAB

ELAB Rankings

ELAB Latest News

ELAB Latest SEC Filings

ELAB Stock Data

2.59M
1.37M
0.34%
2.99%
17.44%
Biotechnology
Pharmaceutical Preparations
United States
NEWPORT BEACH