Northstrive Biosciences and Yuva Biosciences previously announced the AI Development Program, a collaboration leveraging MitoNova™, YuvaBio’s proprietary mitochondrial science-focused artificial intelligence platform, to discover and develop novel pharmaceutical treatments for obesity, type 2 diabetes and other cardiometabolic conditions.Phase II of this collaboration involved YuvaBio compiling a selection of small molecule candidates with the potential of promoting mitochondrial health to combat obesity an ...

Core Viewpoint - PMGC Holdings Inc. will implement a 1-for-3.5 reverse stock split effective September 2, 2025, at 9:30 am EST [1] Group 1: Key Details of the Reverse Stock Split - The reverse stock split will consolidate every 3.5 shares of issued and outstanding common stock into one share [5] - Approximately 677,000 shares of common stock are expected to be issued and outstanding immediately after the split, down from approximately 2,369,727 shares prior to the split [3] Group 2: Impact on Shareholders - The reverse split will not affect the overall value of shareholder equity; it will only reduce the number of shares outstanding while proportionally adjusting the share price [5] - Shareholders entitled to fractional shares will receive one full share for each fractional portion [5] - Outstanding stock awards, options, and shares reserved for the equity incentive plan will be adjusted proportionally to reflect the split [5]

Core Viewpoint - Univest Securities, LLC has completed a warrant inducement agreement with institutional investors for PMGC Holdings Inc., facilitating the exercise of outstanding warrants and the issuance of new warrants [1][2][4]. Group 1: Warrant Inducement Agreement - Investors have agreed to exercise outstanding warrants to purchase a total of 827,900 shares of PMGC's common stock at an amended exercise price of $2.015, generating approximately $1.67 million in gross proceeds [2]. - PMGC will issue unregistered new warrants to purchase an additional 827,900 shares at an exercise price of $1.89 per share, which will be exercisable upon shareholder approval and will expire five years from that date [3]. Group 2: Regulatory Compliance - PMGC is required to file a registration statement with the SEC within 30 days to cover the resale of shares issuable upon the exercise of the new warrants [4]. Group 3: Company Background - PMGC Holdings Inc. is a diversified holding company focused on managing and growing its portfolio through strategic acquisitions and investments across various industries [7]. - Univest Securities, LLC has raised over $1.3 billion in capital for issuers globally since 2019 and has completed around 100 transactions in various sectors, including technology and life sciences [6].

Core Points - PMGC Holdings Inc. has entered into a warrant inducement agreement with existing institutional investors for the exercise of certain outstanding warrants issued on January 27, 2025 [1] - Investors will exercise warrants to purchase a total of 827,900 shares of common stock at an amended exercise price of $2.015, generating gross proceeds of approximately $1.67 million [1][2] - The closing of the warrant inducement transactions is expected around August 25, 2025, pending customary closing conditions [2] - In exchange for the warrant exercise, the company will issue new unregistered warrants for an additional 827,900 shares at an exercise price of $1.89 per share [3] - The company plans to file a registration statement with the SEC within 30 days to cover the resale of shares from the new warrants [3] Company Overview - PMGC Holdings Inc. is a diversified holding company focused on managing and growing its portfolio through strategic acquisitions, investments, and development across various industries [5]

[Forward-Looking Statements](index=4&type=section&id=Forward-Looking%20Statements) This report contains forward-looking statements based on current expectations that are inherently subject to risks and uncertainties - The report contains forward-looking statements regarding financial performance, business strategy, product timing, costs, market trends, liquidity, and capital requirements[8](index=8&type=chunk) - Actual future results may differ materially due to risks such as economic conditions, competitive product prices, disease outbreaks (e.g., COVID-19), political unrest, data security breaches, government actions, and changes in the medical aesthetics, cosmetics, and biotechnology market[9](index=9&type=chunk) - Readers are cautioned not to place undue reliance on forward-looking statements, and the Company does not undertake to update them except as required by law[10](index=10&type=chunk) [PART I – FINANCIAL INFORMATION](index=6&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) [Item 1. Condensed Consolidated Financial Statements (Unaudited)](index=6&type=section&id=Item%201.%20Financial%20Statements) The unaudited condensed consolidated financial statements detail the company's financial position, performance, and cash flows for the periods ended June 30, 2025, and 2024 [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The balance sheets show the company's financial position as of June 30, 2025, and December 31, 2024, reflecting a significant increase in cash and total equity Balance Sheet Summary | Metric | June 30, 2025 ($) | December 31, 2024 ($) | Change ($) | Change (%) | | :--------------------------------- | :-------------- | :---------------- | :----- | :--------- | | Cash | 5,682,628 | 3,984,453 | 1,698,175 | 42.62% | | Total Current Assets | 7,302,844 | 6,051,001 | 1,251,843 | 20.69% | | Total Assets | 9,375,476 | 8,993,165 | 382,311 | 4.25% | | Total Current Liabilities | 326,301 | 1,799,134 | (1,472,833) | -81.86% | | Total Liabilities | 326,301 | 2,333,601 | (2,007,300) | -86.02% | | Total Equity | 9,049,175 | 6,659,564 | 2,389,611 | 35.88% | [Condensed Consolidated Statements of Operations and Comprehensive Loss](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) The statements of operations detail financial performance for the three and six months ended June 30, 2025, and 2024, showing a reduced total net loss year-over-year Statement of Operations Summary | Metric | 3 Months Ended June 30, 2025 ($) | 3 Months Ended June 30, 2024 ($) | 6 Months Ended June 30, 2025 ($) | 6 Months Ended June 30, 2024 ($) | | :----------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Total operating expenses | 1,013,518 | 556,242 | 2,215,242 | 1,356,216 | | Net loss from continuing operations | (579,490) | (552,911) | (2,160,301) | (1,097,032) | | Loss from discontinued operations | 17,135 | (859,580) | (10,509) | (1,712,709) | | Total net loss | (562,355) | (1,412,491) | (2,170,810) | (2,809,741) | | Basic and diluted loss per share (Continuing operations) | (0.466) | (42.303) | (2.411) | (86.215) | | Weighted average shares outstanding | 1,243,720 | 13,070 | 896,149 | 12,724 | [Condensed Consolidated Statements of Changes in Stockholders' Equity](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders'%20Equity) These statements illustrate changes in stockholders' equity, highlighting increases in common stock, Series B preferred stock, and additional paid-in capital Stockholders' Equity Summary | Metric | June 30, 2025 | June 30, 2024 | | :--------------------------------- | :-------------- | :-------------- | | Common Stock (shares) | 1,477,575 | 13,501 | | Common Stock (amount in $) | 148 | 2 | | Series B Preferred Stock (shares) | 6,372,874 | - | | Series B Preferred Stock (amount in $) | 637 | - | | Additional paid-in capital ($) | 24,490,049 | 12,472,023 | | Accumulated deficit ($) | (15,440,437) | (9,833,631) | | Total Equity ($) | 9,049,175 | 2,639,636 | - **Significant increases** in common stock and additional paid-in capital were driven by issuance of shares for acquisition, exercise of warrants, and ATM program sales[16](index=16&type=chunk)[17](index=17&type=chunk) - Series B preferred stock was issued to settle accrued bonus liability in 2025[17](index=17&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=11&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) The statements of cash flows show cash generation and usage, indicating a substantial increase in cash from financing activities in 2025 Cash Flow Summary | Metric | 6 Months Ended June 30, 2025 ($) | 6 Months Ended June 30, 2024 ($) | | :----------------------------------- | :--------------------------- | :--------------------------- | | Cash flows used in operating activities | (2,693,714) | (3,104,757) | | Cash flows used in investing activities | (18,479) | (121,480) | | Cash flows provided by financing activities | 4,410,768 | - | | Increase (decrease) in cash | 1,698,175 | (3,226,817) | | Cash, ending of period | 5,682,628 | 100,034 | - Non-cash investing and financing transactions in 2025 included common stock issued for intangible assets (**$43,535**), shares received for the sale of Skincare (**$728,550**), Series B preferred shares issued to settle bonus liability (**$150,000**), and consideration payable settled through agreement termination (**$894,151**)[19](index=19&type=chunk) [Notes to Unaudited Condensed Consolidated Financial Statements](index=13&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) These notes provide detailed explanations for the financial statements, covering organization, accounting policies, discontinued operations, and specific accounts [Note 1. Organization and nature of operations](index=13&type=section&id=Note%201.%20Organization%20and%20nature%20of%20operations) PMGC transitioned into a diversified holding company managing subsidiaries in biopharmaceuticals, research, and investments after selling its skincare business - PMGC Holdings Inc. (formerly Elevai Labs Inc.) completed a reorganization in 2024, including a name change and redomiciling from Delaware to Nevada[21](index=21&type=chunk) - The Company completed two reverse stock splits: **1-for-200** on November 27, 2024, and **1-for-7** on March 10, 2025, resulting in a combined **1-for-1,400** reverse split[22](index=22&type=chunk) - On January 16, 2025, PMGC sold its skincare business, leading to a change in its principal business from skincare development to a diversified holding company[23](index=23&type=chunk)[24](index=24&type=chunk) - PMGC now manages three wholly-owned subsidiaries: Northstrive BioSciences Inc, PMGC Research Inc, and PMGC Capital LLC[25](index=25&type=chunk) [Note 2. Going Concern](index=14&type=section&id=Note%202.%20Going%20Concern) The company's ability to continue as a going concern is in substantial doubt due to significant accumulated deficit and net losses - As of June 30, 2025, the Company had an **accumulated deficit of $15,440,437** and used **$2,693,714 in cash for operating activities**, raising substantial doubt about its ability to continue as a going concern[27](index=27&type=chunk) - Management's plans to address going concern issues include raising additional debt or equity financing and acquiring cash flow generating assets or businesses[29](index=29&type=chunk) [Note 3. Summary of Significant Accounting Policies](index=14&type=section&id=Note%203.%20Summary%20of%20Significant%20Accounting%20Policies) This note outlines significant accounting policies for financial statement preparation, including basis of presentation, consolidation, and use of estimates [Basis of Presentation](index=14&type=section&id=Basis%20of%20Presentation) The financial statements are prepared in accordance with SEC rules and U.S. GAAP for interim financial information and are expressed in U.S. dollars - Unaudited condensed consolidated financial statements are prepared in accordance with SEC rules and U.S. GAAP for interim financial information, expressed in United States dollars[30](index=30&type=chunk) [Principles of Consolidation](index=14&type=section&id=Principles%20of%20Consolidation) The consolidated financial statements include PMGC and its 100% owned subsidiaries, with all intercompany accounts and transactions eliminated - The consolidated financial statements include PMGC and its 100% owned subsidiaries (PMGC Research, Skincare, BioSciences, and PMGC Capital), with all intercompany accounts and transactions eliminated[31](index=31&type=chunk) [Use of Estimates](index=15&type=section&id=Use%20of%20Estimates) Financial statement preparation requires management to make estimates and assumptions that are regularly evaluated, though actual results may differ - Management makes estimates and assumptions affecting reported amounts of assets, liabilities, revenues, and expenses, including revenue recognition, collectability of receivables, valuation of investments, and useful lives of assets[32](index=32&type=chunk) [Foreign Currency Translation](index=15&type=section&id=Foreign%20Currency%20Translation) The company's functional currency is the U.S. dollar, while its Canadian subsidiary uses the Canadian dollar, with transactions translated at prevailing rates - The Company's functional and reporting currency is the U.S. dollar; PMGC Research's functional currency is the Canadian dollar[33](index=33&type=chunk) - Assets and liabilities of PMGC Research are translated at period-end exchange rates, while revenues and expenses are translated at average rates, with exchange gains/losses included in accumulated other comprehensive income (loss)[34](index=34&type=chunk) [Investments in securities](index=15&type=section&id=Investments%20in%20securities) Investments in securities are classified as trading securities and reported at fair value, with realized and unrealized gains/losses recognized in earnings - Investments in securities, including publicly traded equity securities and a convertible debenture, are classified as trading securities and reported at fair value[35](index=35&type=chunk) - Both realized and unrealized gains and losses on these investments are recognized in earnings[35](index=35&type=chunk) [New Accounting Standards](index=15&type=section&id=New%20Accounting%20Standards) The company adopted ASU 2022-03 and ASU 2023-07, neither of which had a significant or material impact on its financial statements - The Company adopted ASU 2022-03 (Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions) for fiscal years beginning after December 15, 2023, with no significant impact[37](index=37&type=chunk)[39](index=39&type=chunk) - ASU 2023-07 (Segment Reporting) was adopted for fiscal years beginning after December 15, 2023, and interim periods beginning January 1, 2025, with no material impact[40](index=40&type=chunk)[41](index=41&type=chunk) [Note 4. Assets and liabilities held for sale and discontinued operations](index=16&type=section&id=Note%204.%20Assets%20and%20liabilities%20held%20for%20sale%20and%20discontinued%20operations) This note details the sale of the skincare business in January 2025, with its financial results presented as discontinued operations - The Company sold its skincare business on January 16, 2025, for **1,267,040 shares of buyer common stock ($728,550 market value)**, assumption of certain liabilities, and **$56,525 cash**[42](index=42&type=chunk) - Additional earn-out consideration includes **5% of sales** from existing products for five years and a one-time payment of **$500,000** if specific revenue targets are met for hair and scalp products[43](index=43&type=chunk) - The Company recorded a **loss on sale of discontinued operations of $39,676**, with proceeds of $728,550 against net assets of $768,226[45](index=45&type=chunk) Discontinued Operations Financial Summary | Metric | 3 Months Ended June 30, 2025 ($) | 3 Months Ended June 30, 2024 ($) | 6 Months Ended June 30, 2025 ($) | 6 Months Ended June 30, 2024 ($) | | :----------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Revenue | - | 605,530 | 152,381 | 1,220,093 | | Gross profit | - | 439,256 | 121,851 | 884,908 | | Total expenses | 7,661 | 1,291,627 | 142,298 | 2,620,766 | | Net income (loss) from discontinued operations | 17,135 | (859,580) | (10,509) | (1,712,709) | Discontinued Operations Cash Flow | Cash Flows (Discontinued Operations) | 6 Months Ended June 30, 2025 ($) | 6 Months Ended June 30, 2024 ($) | | :----------------------------------- | :--------------------------- | :--------------------------- | | Cash flows used in operating activities | (174,767) | (1,912,907) | | Cash flows used in investing activities | - | (9,160) | [Note 5. Short Term Loan Receivable](index=18&type=section&id=Note%205.%20Short%20Term%20Loan%20Receivable) The company held a short-term loan receivable of $128,111 as of June 30, 2025, which was subsequently settled in July 2025 Loan Receivable Summary | Receivable Type | June 30, 2025 ($) | December 31, 2024 ($) | | :---------------------- | :-------------- | :---------------- | | Promissory note receivable | 127,300 | - | | Interest receivable | 811 | - | | Total | 128,111 | - | - The promissory note bears interest at the U.S. prime rate (**7.5%**) and was due by September 30, 2025[47](index=47&type=chunk) - Subsequent to June 30, 2025, the note was fully settled through the transfer of a **10% equity interest** in Pacific Sun Packaging Inc. as part of an acquisition[49](index=49&type=chunk) [Note 6. Prepaids and Deposits](index=18&type=section&id=Note%206.%20Prepaids%20and%20Deposits) Prepaid expenses and deposits totaled $791,055 as of June 30, 2025, a decrease from $868,464 at year-end 2024 Prepaids and Deposits Summary | Item | June 30, 2025 ($) | December 31, 2024 ($) | | :--------------- | :-------------- | :---------------- | | Prepaid expenses | 753,735 | 867,420 | | Deposits | 37,320 | 1,044 | | Total | 791,055 | 868,464 | [Note 7. Investment in securities](index=19&type=section&id=Note%207.%20Investment%20in%20securities) The company's investments, classified as trading securities, totaled $624,838 as of June 30, 2025, resulting in a net loss for the period - Investments include publicly traded equity securities and a convertible debenture, classified as trading securities and measured at fair value[51](index=51&type=chunk) - Fair value measurement as of June 30, 2025: Equity securities (**$312,624**) are Level 1, and the convertible debenture (**$312,214**) is Level 2[54](index=54&type=chunk) Investment Securities Activity | Metric | December 31, 2024 ($) | June 30, 2025 ($) | | :-------------------------- | :---------------- | :-------------- | | Balance, Investments | 139,084 | 624,838 | | Purchases (6 months 2025) | - | 995,100 | | Acquired in Skincare sale | - | 728,550 | | Proceeds on sale | - | (1,109,921) | | Realized loss (6 months 2025) | - | (371,494) | | Unrealized gain (6 months 2025) | - | 238,899 | [Note 8. Equipment](index=20&type=section&id=Note%208.%20Equipment) The net book value of equipment decreased to $0 as of June 30, 2025, from $1,087 at year-end 2024 due to depreciation Equipment Summary | Metric | December 31, 2024 ($) | June 30, 2025 ($) | | :-------------------- | :---------------- | :-------------- | | Cost | 2,601 | 2,604 | | Accumulated depreciation | 1,514 | 2,604 | | Net book value | 1,087 | - | [Note 9. Intangible assets and consideration payable](index=20&type=section&id=Note%209.%20Intangible%20assets%20and%20consideration%20payable) The company terminated License 1, recognizing a gain, and increased the value of License 2 (an IPR&D asset) by expanding its rights Intangible Assets Summary | Metric | December 31, 2024 ($) | June 30, 2025 ($) | | :--------------------------------- | :---------------- | :-------------- | | Intangibles, net | 2,801,993 | 2,072,632 | | License 1 Cost | 861,452 | - | | License 2 Cost (IPR&D asset) | 2,023,097 | 2,072,632 | | Accumulated amortization | 82,556 | - | | Consideration payable | 884,467 | - | - License 1 was mutually terminated on February 27, 2025, releasing the Company from a **$950,000 obligation** and resulting in a **gain of $129,613**[56](index=56&type=chunk)[58](index=58&type=chunk) - License 2, an IPR&D asset, was acquired on April 30, 2024, for **$2,023,097**, including cash and common stock, with fair value adjustments for trading restrictions[59](index=59&type=chunk)[60](index=60&type=chunk)[63](index=63&type=chunk) - On March 21, 2025, License 2 was amended to expand into animal health, costing **$6,000 cash and 12,000 shares of common stock**, with a fair value discount adjustment of $15,624[64](index=64&type=chunk)[65](index=65&type=chunk) - A second amendment to License 2 on May 12, 2025, clarified scope and terms for animal health, with no associated cost[69](index=69&type=chunk) [Note 10. Derivative liabilities](index=23&type=section&id=Note%2010.%20Derivative%20liabilities) Derivative liabilities from warrants were measured at fair value, which was deemed $nil as of June 30, 2025, due to the exercise price - Common stock purchase warrants and IPO warrants are classified as financial liabilities and accounted for as derivative liabilities, measured at fair value[71](index=71&type=chunk) - As of June 30, 2025, **221 derivative liability warrants** were outstanding with a weighted average exercise price of **$3,497** and a weighted average life of **2.21 years**[73](index=73&type=chunk) Derivative Liabilities Summary | Metric | December 31, 2023 ($) | December 31, 2024 ($) | June 30, 2025 ($) | | :--------------------------------- | :---------------- | :---------------- | :-------------- | | Outstanding, Derivative liabilities | 369,158 | - | - | | Change in fair value of derivative liabilities | (369,158) | - | - | [Note 11. Equity](index=24&type=section&id=Note%2011.%20Equity) This note details the company's equity structure, highlighting significant increases in common and preferred stock outstanding in 2025 [Common Stock](index=24&type=section&id=Common%20Stock) The number of common shares outstanding increased significantly to 1,477,575 at June 30, 2025, driven by warrant exercises and equity offerings - As of June 30, 2025, **1,477,575 shares of common stock** were issued and outstanding, compared to 438,987 shares at December 31, 2024[75](index=75&type=chunk) - In January 2025, the Company issued **138,485 common shares** from Series A warrant exercises, generating **$1,938,772 gross proceeds**[76](index=76&type=chunk) - In March 2025, a registered direct offering resulted in the sale of **129,145 common shares** and **165,305 prefunded warrants** for **$1,484,028 gross proceeds**[79](index=79&type=chunk) - During the six months ended June 30, 2025, **593,194 common shares** were sold under an ATM program, generating **$1,519,437 gross proceeds**[80](index=80&type=chunk) [Preferred Stock](index=25&type=section&id=Preferred%20Stock) As of June 30, 2025, the company had 6,372,874 shares of Series B Preferred Stock outstanding, primarily for settling accrued bonus liabilities - As of June 30, 2025, **6,372,874 shares of Series B Preferred Stock** were issued and outstanding, compared to nil at December 31, 2024[84](index=84&type=chunk) - These shares were issued in March 2025 to GB Capital Ltd and Northstrive Companies Inc. as signing bonuses, totaling **$150,000**, to settle accrued bonus liabilities[85](index=85&type=chunk) [Equity Warrants](index=25&type=section&id=Equity%20Warrants) Equity warrants outstanding as of June 30, 2025, totaled 829,136, with a weighted average exercise price of $4.88 - In January 2025, **138,485 replacement warrants** were issued with an initial exercise price of $19.25, later reset to **$3.22 per share**, resulting in 827,900 replacement warrants outstanding[86](index=86&type=chunk) - In March 2025, **165,305 pre-funded warrants** were issued in a registered direct offering, immediately exercisable at **$0.0001 per share**, and fully exercised by April 14, 2025[88](index=88&type=chunk)[89](index=89&type=chunk) Outstanding Warrants Summary | Outstanding Warrants | Number | Weighted Average Exercise Price ($) | | :------------------- | :----- | :-------------------------------- | | August 28, 2026 | 179 | 4,200.00 | | March 12, 2027 | 36 | 4,200.00 | | March 24, 2028 | 1,021 | 470.40 | | January 28, 2030 | 827,900 | 3.22 | | Total | 829,136 | 4.88 | [Stock Options](index=26&type=section&id=Stock%20Options) As of June 30, 2025, 524 stock options were outstanding, with no new options granted and 223 options forfeited or cancelled during the period - No stock option activity (grants or exercises) occurred during the six months ended June 30, 2025[93](index=93&type=chunk)[96](index=96&type=chunk) - **180 vested stock options** with a weighted average exercise price of $1,696 were cancelled on April 16, 2025, following the sale of the skincare business[97](index=97&type=chunk) - Share-based compensation expense for the six months ended June 30, 2025, was **$(42,996)**, compared to $10,484 in 2024[98](index=98&type=chunk) Stock Option Summary | Metric | December 31, 2024 | June 30, 2025 | | :--------------------------------- | :---------------- | :-------------- | | Outstanding stock options | 747 | 524 | | Weighted average exercise price ($) | 2,347.25 | 2,268.18 | | Weighted average life (years) | 6.88 | 6.41 | [Note 12. Related Party Transactions](index=28&type=section&id=Note%2012.%20Related%20Party%20Transactions) Related party transactions primarily involve fees and compensation paid to key management personnel and their controlled entities - Consulting fees to GB Capital Ltd (controlled by CEO/CFO Graydon Bensler) were **$281,000** in 2025 (vs. $100,833 in 2024)[107](index=107&type=chunk) - Consulting fees to Northstrive Companies Inc. (controlled by Chairman Braeden Lichti) were **$314,400** in 2025 (vs. $60,000 in 2024)[107](index=107&type=chunk) - As of June 30, 2025, **$53,355** was due to companies controlled by Braeden Lichti, and **$127** was due to Graydon Bensler[108](index=108&type=chunk)[109](index=109&type=chunk) Key Management Remuneration | Remuneration Type | 6 Months Ended June 30, 2025 ($) | 6 Months Ended June 30, 2024 ($) | | :----------------------- | :--------------------------- | :--------------------------- | | Consulting fees | 595,400 | 160,833 | | Director fees | 83,290 | - | | Salaries | 26,228 | 377,656 | | Share-based compensation | 36,616 | (32,583) | | Total | 741,534 | 505,906 | [Note 13. Commitments and Contingencies](index=30&type=section&id=Note%2013.%20Commitments%20and%20Contingencies) As of June 30, 2025, there were no new commitments, and a prior ongoing dispute was settled and paid in full - No new commitments as of June 30, 2025, or during the periods then ended[110](index=110&type=chunk) - An ongoing dispute as of December 31, 2024, was settled in February 2025, with all associated payments made by June 30, 2025[111](index=111&type=chunk) [Note 14. Subsequent Events](index=30&type=section&id=Note%2014.%20Subsequent%20Events) Subsequent to June 30, 2025, the company completed two acquisitions in July 2025 for a total of $1,798,000 in cash - On July 7, 2025, the Company acquired **100% of Pacific Sun Packaging Inc.** for **$1,148,000 cash** and a potential earnout of up to $250,000[113](index=113&type=chunk) - The acquisition of Pacific Sun Packaging Inc. included settling a **$127,300 secured promissory note** for a 10% minority interest[113](index=113&type=chunk) - On July 18, 2025, the Company acquired all membership interests of **AGA Precision Systems LLC for $650,000 cash**, enhancing precision manufacturing capabilities[113](index=113&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=31&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management provides its perspective on the company's financial condition, results of operations, new business strategy, and future outlook [Organization and Overview of Operations](index=31&type=section&id=Organization%20and%20Overview%20of%20Operations) Following the sale of its skincare business, PMGC transformed into a diversified holding company with three wholly-owned subsidiaries - After selling its skincare business on January 16, 2025, PMGC Holdings Inc. became a diversified holding company[116](index=116&type=chunk)[117](index=117&type=chunk) - The Company operates three wholly-owned subsidiaries: NorthStrive BioSciences Inc, PMGC Research Inc, and PMGC Capital LLC[117](index=117&type=chunk) [Outlook (Management's Plans)](index=32&type=section&id=Outlook) Management plans to increase revenue through investments, establish new subsidiaries, advance clinical development, and pursue acquisitions of profitable B2B companies - Management intends to increase revenue through PMGC Capital LLC by acquiring and managing undervalued assets, public and private investments, and structured financing[119](index=119&type=chunk) - Plans include establishing new wholly-owned subsidiaries for acquired/licensed assets, utilizing clinical validation studies, and advancing NorthStrive BioSciences' clinical assets towards IND applications[119](index=119&type=chunk) - The Company will pursue additional acquisitions of operating business-to-business companies with **positive EBITDA** and evaluate potential out-licensing, spin-offs, and creation of new publicly traded companies[119](index=119&type=chunk) [Results of Operations](index=32&type=section&id=Results%20of%20Operations) This analysis of financial performance, excluding discontinued operations, highlights significant increases in consulting, professional, and administrative expenses [Comparison of the six months ended June 30, 2025 to the six months ended June 30, 2024](index=32&type=section&id=Comparison%20of%20the%20six%20months%20ended%20June%2030%2C%202025%20to%20the%20six%20months%20ended%20June%2030%2C%202024) For the six months ended June 30, 2025, total operating expenses increased by $859,026, and net loss from continuing operations increased by $1,063,269 Operating Expenses (Six Months) | Expense Category | 6 Months Ended June 30, 2025 ($) | 6 Months Ended June 30, 2024 ($) | Change ($) | Change (%) | | :----------------------- | :--------------------------- | :--------------------------- | :----- | :--------- | | Marketing and Promotion | 117,923 | 265,113 | (147,190) | -55.52% | | Consulting Fees | 745,902 | 558,316 | 187,586 | 33.60% | | Office and Administration | 528,870 | 280,800 | 248,070 | 88.35% | | Professional Fees | 550,643 | 91,996 | 458,647 | 498.55% | | Investor Relations | 116,777 | 97,565 | 19,212 | 19.69% | | Research and Development | 99,108 | 55,553 | 43,555 | 78.40% | | Total operating expenses | 2,215,242 | 1,356,216 | 859,026 | 63.34% | | Net loss from continuing operation | (2,160,301) | (1,097,032) | (1,063,269) | 96.92% | - Research and development expenses increased by **$43,555**, driven by work on EL-22 and pre-IND meeting costs[120](index=120&type=chunk) - Consulting fees increased by **$187,586**, primarily due to **$300,000** in bonus-related consulting expenses[123](index=123&type=chunk) - Professional fees increased by **$458,647** due to corporate restructuring, business acquisition due diligence, and financing efforts[124](index=124&type=chunk) - Other income (expense) had an unfavorable variance of **$204,243**, mainly due to a **$371,494 realized loss on investments** and the absence of a prior-period gain, partially offset by a **$129,613 gain on intangible asset termination** and **$238,899 unrealized gain on investments**[126](index=126&type=chunk) [Comparison of the three months ended June 30, 2025 to the three months ended June 30, 2024](index=34&type=section&id=Comparison%20of%20the%20three%20months%20ended%20June%2030%2C%202025%20to%20the%20three%20months%20ended%20June%2030%2C%202024) For the three months ended June 30, 2025, total operating expenses increased by $457,276, while net loss from continuing operations increased slightly Operating Expenses (Three Months) | Expense Category | 3 Months Ended June 30, 2025 ($) | 3 Months Ended June 30, 2024 ($) | Change ($) | Change (%) | | :----------------------- | :--------------------------- | :--------------------------- | :----- | :--------- | | Marketing and Promotion | 82,329 | 133,597 | (51,268) | -38.38% | | Consulting Fees | 198,345 | 179,843 | 18,502 | 10.29% | | Office and Administration | 319,839 | 148,341 | 171,498 | 115.61% | | Professional Fees | 284,175 | 48,706 | 235,469 | 483.46% | | Investor Relations | 46,827 | 5,987 | 40,840 | 682.16% | | Research and Development | 66,675 | 34,824 | 31,851 | 91.46% | | Total operating expenses | 1,013,518 | 556,242 | 457,276 | 82.21% | | Net loss from continuing operation | (579,490) | (552,911) | (26,579) | 4.81% | - Other income (expense) showed a **favorable variance of $430,697**, primarily due to a **$95,184 realized gain on investments**, a **$299,303 unrealized gain on investments**, and **$36,527 interest income** in 2025[134](index=134&type=chunk) [Liquidity and Capital Resources](index=35&type=section&id=Liquidity%20and%20Capital%20Resources) Liquidity improved due to financing activities, but an accumulated deficit and operating cash usage still raise substantial doubt about its going concern ability - Cash increased to **$5,682,628** at June 30, 2025, from $3,984,453 at December 31, 2024, driven by financing activities[136](index=136&type=chunk) - Net working capital increased to **$6,976,543** at June 30, 2025, from $4,251,867 at December 31, 2024[136](index=136&type=chunk) - The Company incurred a **net loss of $2,170,810** and used **$2,693,714 in cash for operating activities** for the six months ended June 30, 2025, raising substantial doubt about its going concern ability[136](index=136&type=chunk) - Financing activities in 2025 included **$1,245,306** from common stock/warrants, **$1,698,058** from Series A warrant exercises, and **$1,467,583** from ATM program sales[143](index=143&type=chunk) Cash Flow Activity (Continuing Operations) | Cash Flow Activity (Continuing Operations) | 6 Months Ended June 30, 2025 ($) | 6 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 | [Critical Accounting Policies and Significant Judgments and Estimates](index=37&type=section&id=Critical%20Accounting%20Policies%20and%20Significant%20Judgments%20and%20Estimates) This section reiterates the importance of management's estimates and assumptions in financial reporting, particularly for asset valuation and going concern assessment - Preparation of financial statements requires management to make estimates and assumptions, which are regularly evaluated, but actual results may differ materially[145](index=145&type=chunk) - Key estimates relate to revenue recognition, collectability of receivables, valuation of inventory and investments, derivative liabilities, stock options, useful lives and recoverability of long-lived assets, and deferred income tax valuation allowances[145](index=145&type=chunk) - The Company's policy for intangible assets requires judgment in determining if future economic benefits exceed capitalized costs and continuous monitoring for impairment indicators[146](index=146&type=chunk) - The assessment of going concern requires management to consider all available information for at least 12 months from the financial statement issuance date[147](index=147&type=chunk) [Off-Balance Sheet Arrangements](index=38&type=section&id=Off-Balance%20Sheet%20Arrangements) The company does not have any off-balance sheet arrangements that are material to its financial condition or results of operations - The Company does not have any material off-balance sheet arrangements[155](index=155&type=chunk) [JOBS Act](index=38&type=section&id=JOBS%20Act) As an 'emerging growth company,' PMGC has elected to delay adopting new accounting standards, which may affect financial statement comparability - As an 'emerging growth company' under the JOBS Act, PMGC has elected to delay the adoption of new or revised accounting standards[156](index=156&type=chunk) - This election may result in financial statements that are not comparable to companies complying with new standards as of public company effective dates[156](index=156&type=chunk) [Future Related Party Transactions](index=38&type=section&id=Future%20Related%20Party%20Transactions) All future related party transactions will be approved by the Corporate Governance Committee and conducted on arm's-length terms - All related party transactions require approval from the Corporate Governance Committee of the Board of Directors[157](index=157&type=chunk) - Transactions must be on terms no less favorable than those from unaffiliated third parties[157](index=157&type=chunk) [Impact of Inflation / Inflation Risk](index=38&type=section&id=Impact%20of%20Inflation%20%2F%20Inflation%20Risk) The company does not believe inflation has had a material impact to date but acknowledges future high inflation could adversely affect results - The Company does not believe inflation has had a material impact on its financial position or results of operations to date[158](index=158&type=chunk)[159](index=159&type=chunk) - Future high inflation, particularly in labor costs, could adversely affect gross margin and operating expenses[159](index=159&type=chunk) [Item 3. Quantitative and Qualitative Disclosure About Market Risk](index=39&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosure%20About%20Market%20Risk) As a smaller reporting company, PMGC is not required to provide detailed disclosures about market risk - As a 'smaller reporting company,' PMGC is not required to provide detailed market risk disclosures[161](index=161&type=chunk) - The Company's market risk exposure is generally limited to normal business operations, as it does not engage in speculative transactions or use derivative instruments for trading[160](index=160&type=chunk) [Item 4. Controls and Procedures](index=39&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of June 30, 2025, with no material changes in internal control [Evaluation of Disclosure Controls and Procedures](index=39&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of June 30, 2025 - Management, including the CEO and CFO, concluded that disclosure controls and procedures were **effective** as of June 30, 2025[162](index=162&type=chunk)[163](index=163&type=chunk) - These controls provide reasonable assurance that required information is recorded, processed, summarized, and reported within SEC specified time periods[163](index=163&type=chunk) [Changes in Internal Control over Financial Reporting](index=39&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) No changes in internal control over financial reporting occurred during the period that materially affected, or are likely to affect, such controls - No material changes in internal control over financial reporting occurred during the period[165](index=165&type=chunk) [PART II – OTHER INFORMATION](index=40&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=40&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently a party to any pending legal proceedings expected to have a material adverse effect on its business - The Company is not currently a party to any pending legal proceedings expected to have a material adverse effect on its business or financial conditions[167](index=167&type=chunk) [Item 1A. Risk Factors](index=40&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, PMGC is not required to make disclosures under this item - As a smaller reporting company, PMGC is not required to make disclosures under Item 1A. Risk Factors[168](index=168&type=chunk) [Item 2. Recent Sales of Unregistered Securities; Use of Proceeds and Issuer Purchases of Equity Securities](index=40&type=section&id=Item%202.%20Recent%20Sales%20of%20Unregistered%20Securities%3B%20Use%20of%20Proceeds%20and%20Issuer%20Purchases%20of%20Equity%20Securities) No issuer purchases of common stock were made during the quarter, and any unregistered sales were deemed exempt from registration - No issuer purchases of common stock were made during the quarter ended June 30, 2025[173](index=173&type=chunk) - Any unregistered sales of equity securities not previously disclosed were exempt from registration under Section 4(a)(2) of the Securities Act of 1933[170](index=170&type=chunk) [Item 3. Defaults Upon Senior Securities](index=40&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - There were no defaults upon senior securities[174](index=174&type=chunk) [Item 4. Mine Safety Disclosures](index=40&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - This item is not applicable[175](index=175&type=chunk) [Item 5. Other Information](index=40&type=section&id=Item%205.%20Other%20Information) This section discloses several equity issuances in February and March 2025 to a consultant and entities owned by executive management - In February 2025, **438 common shares** were issued to a consultant for License 2 acquisition[177](index=177&type=chunk) - In March 2025, **12,000 common shares** were issued to a consultant for expanding rights under License 2[177](index=177&type=chunk) - In March 2025, **3,036,437 Series B Preferred Stock shares** were issued to an entity owned by the CEO/CFO/Director, and **3,336,437 Series B Preferred Stock shares** were issued to an entity owned by the Chairman of the Board[177](index=177&type=chunk) [Item 6. Exhibits](index=42&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed as part of the Quarterly Report, including various agreements and required certifications - Exhibits include amendments to consulting agreements, an At-the-Market Issuance Sales Agreement, a Secondment Agreement, and a Second Amendment to License Agreement[183](index=183&type=chunk) - Certifications from the Principal Executive Officer and Principal Financial Officer pursuant to Section 302 and 906 of the Sarbanes-Oxley Act of 2002 are also filed[183](index=183&type=chunk) [SIGNATURES](index=43&type=section&id=SIGNATURES) The report is duly signed on behalf of the company by its Chief Executive Officer and Chief Financial Officer on August 13, 2025 - The report was signed by Graydon Bensler, Chief Executive Officer and Chief Financial Officer, on August 13, 2025[189](index=189&type=chunk)

Company Overview - PMGC Holdings Inc. has terminated a non-binding letter of intent to acquire a U.S.-based electronics manufacturing company, originally announced on June 9, 2025 [1] - Following a strategic review, the company has decided to focus its M&A efforts on CNC machine shops servicing aerospace, defense, and industrial sectors, aligning with its long-term growth strategy [2] Industry Outlook - The U.S. machine shop services market was estimated at approximately USD 44.7 billion in 2024, with around 17,100 companies employing over 259,000 people [3] - The global machining market is projected to grow from USD 402.6 billion in 2024 to USD 755.7 billion by 2034, at a CAGR of 6.5% [3] - The U.S. machine tools segment, primarily CNC metal-cutting, was valued at about USD 12.7 billion in 2025, expected to grow at a 3.4% CAGR from 2025 through 2030 [3] Demand and Growth Drivers - Demand from aerospace, defense, and industrial sectors is strong, with new U.S. metalworking machinery orders surging 32.6% from February to March 2025, reaching USD 515.8 million [4] - Aerospace machine shops are experiencing record-setting order volumes and capital investments due to reshoring momentum and robust defense procurement trends [4] - Structural growth in the industry is supported by regulations and incentives such as the CHIPS Act and Inflation Reduction Acts, positioning precision CNC machine shops as a critical segment for reshoring and national security [5] Acquisition Details - On June 24, 2025, PMGC announced a non-binding letter of intent to acquire a profitable, AS9100 and ISO 9001-certified CNC precision machining company in the U.S. [6] - The target company specializes in high-complexity aerospace and defense components, generating approximately USD 4.5 million in revenue and USD 500,000 in adjusted EBITDA in 2024 [7]

Company Overview - PMGC Holdings Inc. has completed the acquisition of AGA Precision Systems LLC, a CNC machining business based in California, which generated over $1.39 million in revenue in 2024 and has a history of profitability [1][4] - The acquisition aligns with PMGC's strategy of acquiring U.S.-based, cash-flow-positive industrial businesses to strengthen mission-critical supply chains [1][5] - AGA will continue operations under its existing leadership with support from PMGC's management team [3] Strategic Rationale - The acquisition of AGA is part of PMGC's broader strategy to acquire specialized manufacturing businesses with strong fundamentals and long-term growth potential [5] - AGA's expertise in specialty metals and its established customer relationships enhance PMGC's operational and strategic value [6] - PMGC plans to support AGA's growth through investments in business development and production efficiency [6] Industry Outlook - The global CNC machine tool market is projected to grow from $100.5 billion in 2024 to $109.1 billion in 2025, with expectations to exceed $200 billion by 2033 [7] - Growth in the CNC machine tool market is driven by demand from aerospace, defense, and industrial sectors, along with reshoring efforts supported by recent legislation [7] Recent Acquisitions - AGA marks PMGC's second acquisition in the quarter, following the acquisition of Pacific Sun Packaging on July 10, 2025 [8] - The acquisition of AGA adds $1.39 million in cash-flow-positive revenue, bringing PMGC's estimated total annualized revenue to over $2.25 million [9][10]

Core Insights - Pacific Sun Packaging Inc., a subsidiary of PMGC Holdings Inc., is participating in the 2025 ITAD Summit in Las Vegas, marking its first appearance at the event [1] - The company specializes in high-precision, component-specific packaging solutions for IT and electronics hardware, catering to OEMs, data centers, and ITAD firms [1][4] - The CEO emphasized the importance of technical and critical packaging needs in the evolving ITAD and data center industries [2] Company Overview - Founded in 2011, Pacific Sun Packaging focuses on custom-engineered solutions to protect delicate IT components such as CPUs, DIMMs, SSDs, HDDs, and fiber-optic modules [1][4] - The company's packaging solutions are designed to meet rigorous standards for ESD safety, dimensional precision, and supply chain durability [1] - Pacific Sun Packaging is headquartered in San Clemente, California, and is known for its fast design cycles and scalable production capabilities [2][4] Industry Context - The ITAD and data center industries are experiencing evolving packaging needs that are becoming more technical and critical [2] - The summit provides an opportunity for the company to reconnect with existing customers and build relationships with new partners in IT lifecycle management [2] - The company's tailored packaging strategies aim to enhance resale value, reduce returns, and streamline integration [2]

Company Overview - PMGC Holdings Inc. has completed the acquisition of Pacific Sun Packaging Inc., a specialized custom IT packaging company based in San Clemente, California [1] - Pacific Sun was founded in 2011 and focuses on high-precision packaging solutions for the electronics and IT hardware industries [2] - The company generated combined revenue of $2,151,418 in fiscal years 2023 and 2024 [4] Strategic Rationale - The acquisition is part of PMGC's broader strategy targeting businesses with consistent earnings and strong fundamentals [5] - Pacific Sun operates in a growing segment of the packaging industry, supported by long-standing customer relationships and high service reliability [5] - PMGC plans to enhance Pacific Sun's growth through dedicated sales functions, targeted marketing investments, and operational improvements [6] Industry Outlook - The U.S. market for custom IT and electronics packaging is expected to experience multi-year growth, with the North American electronics packaging market exceeding $8 billion in 2023 [8] - The demand for packaging solutions is driven by the growth in cloud, data center, and AI hardware sectors [13] - The CHIPS and Science Act is incentivizing domestic production, increasing demand for U.S.-based packaging partners [13] Financial Details - PMGC acquired 100% of Pacific Sun for $1,148,000 in cash, with an additional $250,000 earnout contingent on achieving $1,145,915 in revenue over the next 12 months [10]

Core Viewpoint - PMGC Holdings Inc. has entered into a non-binding Letter of Intent to acquire a U.S.-based CNC machining company specializing in high-complexity components for the aerospace and defense sectors [1] About the Target Company - The target company, founded in 1948, is AS9100 and ISO 9001 certified, specializing in precision aerospace components [2] - It operates a modern facility equipped with 5-axis CNC machines and advanced CAD/CAM and ERP systems, offering a full range of secondary services including grinding, EDM, and honing [2] - The company serves commercial and defense aerospace customers, delivering high-quality parts with ultra-tight tolerances and cleanroom-capable production [2] Financial Overview - The target company reported a revenue of approximately $4.5 million and an adjusted EBITDA of $500,000 for 2024, indicating consistent profitability [3] - Its growth has been entirely organic, relying on customer referrals, repeat business, and trusted vendor relationships [3] Strategic Fit - This acquisition aligns with PMGC's strategy to acquire specialized U.S. manufacturers in sectors where quality and technical expertise are crucial [4] - The aerospace sector is experiencing increased demand for certified domestic suppliers due to federal incentives and geopolitical factors promoting onshoring and supply chain resiliency [4] Management Perspective - PMGC's CEO highlighted the target company's integration into high-trust aerospace supply chains and its consistent earnings as key factors making it a natural fit for PMGC's platform [5] - The closing of the acquisition is subject to customary conditions, including due diligence and corporate approvals [5]