PART I – FINANCIAL INFORMATION Presents the unaudited condensed consolidated financial information for PMGC Holdings Inc., including financial statements, management's discussion, and controls [Financial Statements](index=6&type=section&id=Item%201.%20Financial%20Statements) Presents PMGC Holdings Inc.'s unaudited condensed consolidated financial statements for Q1 2025 and 2024, including Balance Sheets, Statements of Operations, and Cash Flows Condensed Consolidated Balance Sheet Highlights (Unaudited) (in US Dollars) | As of | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Total Assets** | **$8,888,780** | **$8,993,165** | | Total Current Assets | $6,816,148 | $6,051,001 | | Intangibles, net | $2,072,632 | $2,801,993 | | **Total Liabilities** | **$760,268** | **$2,333,601** | | Total Current Liabilities | $760,268 | $1,799,134 | | **Total Equity** | **$8,128,512** | **$6,659,564** | Condensed Consolidated Statements of Operations Highlights (Unaudited) (in US Dollars) | For the three months ended | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Total operating expenses | $1,201,724 | $799,974 | | Net loss from continuing operations | $(1,580,811) | $(544,121) | | Loss from discontinued operations | $(27,644) | $(853,129) | | **Total net loss** | **$(1,608,455)** | **$(1,397,250)** | | Basic and diluted loss per share - continuing | $(2.902) | $(43.937) | Condensed Consolidated Statements of Cash Flows Highlights (Unaudited) (in US Dollars) | For the three months ended | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Cash flows used in operating activities | $(1,347,416) | $(2,324,068) | | Cash flows used in investing activities | $(215,319) | $(59,160) | | Cash flows provided by financing activities | $2,943,185 | $0 | | **Increase (decrease) in cash** | **$1,379,981** | **$(2,383,054)** | | **Cash, ending of period** | **$5,364,434** | **$943,797** | [Notes to Unaudited Condensed Consolidated Financial Statements](index=12&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) Provides detailed explanations of accounting policies and specific financial statement items, including reorganization, going concern, and equity transactions - The company underwent a name change to PMGC Holdings Inc., redomiciled to Nevada, and executed a combined **1-for-1,400 reverse stock split**[21](index=21&type=chunk)[22](index=22&type=chunk) - The company sold its skincare business in January 2025, transitioning to a diversified holding company model with subsidiaries in biopharmaceuticals, R&D, and investments[23](index=23&type=chunk)[24](index=24&type=chunk) - A **net loss of $1.6 million** for Q1 2025 and an **accumulated deficit of $14.9 million** raise substantial doubt about the company's going concern ability, with management planning financing and asset acquisitions[26](index=26&type=chunk)[28](index=28&type=chunk) - The skincare business sale yielded **1,267,040 shares** of buyer stock (valued at **$728,550**), **$56,525** cash, and assumed liabilities, resulting in a **$39,676 loss on sale**[41](index=41&type=chunk)[42](index=42&type=chunk)[44](index=44&type=chunk) - In Q1 2025, the company terminated License 1, recognizing a **gain of $129,613**, and expanded License 2 rights to include the animal health market[52](index=52&type=chunk)[54](index=54&type=chunk)[61](index=61&type=chunk) - In Q1 2025, the company raised **$1.94 million** from a warrant inducement and **$1.48 million** from a registered direct offering[72](index=72&type=chunk)[75](index=75&type=chunk) - Subsequent to quarter-end, the company entered a **$100 million ATM sales agreement** and sold **491,004 shares** for approximately **$1.24 million** gross proceeds[107](index=107&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=30&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's financial condition and results, highlighting the transition to a diversified holding company, increased operating expenses, and going concern uncertainty - The company transitioned from a skincare business to a diversified holding company, focusing on strategic acquisitions, investments, and development through its subsidiaries[113](index=113&type=chunk) Comparison of Operating Expenses from Continuing Operations (Three Months Ended March 31) (in US Dollars) | Expense Category | 2025 | 2024 | Change | | :--- | :--- | :--- | :--- | | Marketing and Promotion | $35,594 | $131,516 | $(95,922) | | Consulting Fees | $547,557 | $378,473 | $169,084 | | Office and Administration | $209,031 | $132,459 | $76,572 | | Professional Fees | $266,468 | $43,290 | $223,178 | | Research and Development | $32,433 | $2,782 | $29,651 | | **Total operating expenses** | **$1,121,624** | **$799,974** | **$321,649** | - Net loss from continuing operations increased to **$1,580,811** in Q1 2025 from **$544,121** in Q1 2024, driven by higher consulting and professional fees and a **$527,000** net loss on investments[114](index=114&type=chunk)[122](index=122&type=chunk) - As of March 31, 2025, the company held **$5.4 million** in cash and **$6.1 million** in working capital, but recurring losses raise going concern doubts despite management's liquidity confidence[124](index=124&type=chunk) Cash Flow Summary from Continuing Operations (Three Months Ended March 31) (in US Dollars) | Cash Flow Activity | 2025 | 2024 | Change | | :--- | :--- | :--- | :--- | | Cash used in operating activities | $(1,155,514) | $(889,600) | $(265,914) | | Cash used in investing activities | $(215,319) | $(50,000) | $(165,319) | | Cash provided by financing activities | $2,943,185 | $0 | $2,943,185 | [Quantitative and Qualitative Disclosure About Market Risk](index=36&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosure%20About%20Market%20Risk) The company is exempt from providing quantitative and qualitative market risk disclosures as a smaller reporting company - PMGC Holdings Inc. is exempt from quantitative and qualitative market risk disclosures as a **smaller reporting company**[148](index=148&type=chunk) [Controls and Procedures](index=36&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded the company's disclosure controls and procedures were effective as of March 31, 2025, with no material changes to internal control over financial reporting - The CEO and CFO concluded that disclosure controls and procedures were **effective** as of March 31, 2025, ensuring timely information recording and reporting[149](index=149&type=chunk)[150](index=150&type=chunk) - No material changes occurred in internal control over financial reporting during the quarter[152](index=152&type=chunk) PART II – OTHER INFORMATION Provides additional information including legal proceedings, equity sales, and exhibits, relevant to the company's operations and governance [Legal Proceedings](index=37&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently involved in any pending legal proceedings expected to materially affect its business or financial condition - The company is not currently involved in any material pending legal proceedings[154](index=154&type=chunk) [Risk Factors](index=37&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, PMGC Holdings Inc. is not required to provide risk factor disclosures - Disclosure of risk factors is not required as the company qualifies as a **smaller reporting company**[155](index=155&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds; Issuer Purchases of Equity Securities](index=37&type=section&id=Item%202.%20Recent%20Sales%20of%20Unregistered%20Securities%3B%20Use%20of%20Proceeds%20and%20Issuer%20Purchases%20of%20Equity%20Securities) Discloses the issuance of unregistered equity securities, including common stock and Series B Preferred Stock, and the repurchase of 100 common shares in Q1 2025 - The company issued unregistered securities exempt under Section 4(a)(2), including **438** and **12,000** common shares to a consultant, and **3,036,437** and **3,336,437** Series B Preferred shares to entities owned by the CEO/CFO and Chairman, respectively[157](index=157&type=chunk)[158](index=158&type=chunk) Issuer Purchases of Common Stock (Q1 2025) (Shares and US Dollars) | Period | Total Number of Shares Purchased | Average Price Paid Per Share | | :--- | :--- | :--- | | January 2025 | - | - | | February 2025 | - | - | | March 2025 | 100 | $4.98 | | **Total** | **100** | **N/A** | [Defaults Upon Senior Securities](index=38&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - No defaults upon senior securities were reported[162](index=162&type=chunk) [Mine Safety Disclosures](index=38&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - This disclosure item is not applicable[163](index=163&type=chunk) [Other Information](index=38&type=section&id=Item%205.%20Other%20Information) The company reports no other information for this item - No other information is reported for this item[164](index=164&type=chunk) [Exhibits](index=39&type=section&id=Item%206.%20Exhibits) Lists all exhibits filed with the Quarterly Report on Form 10-Q, including corporate governance documents, material contracts, and required certifications - Numerous exhibits are included, such as Articles of Incorporation, Bylaws, related party consulting agreements, license agreements, and securities purchase agreements[167](index=167&type=chunk)[169](index=169&type=chunk) - Certifications by the Principal Executive Officer and Principal Financial Officer under Sections 302 and 906 of Sarbanes-Oxley Act are filed as exhibits[169](index=169&type=chunk)

Core Insights - PMGC Capital LLC plans to file a Schedule 13D with the U.S. Securities and Exchange Commission, disclosing beneficial ownership of common stock in Alaunos Therapeutics, Inc. [1] - PMGC Capital has acquired 83,500 shares of Alaunos Therapeutics, representing approximately 5.09% of the company's outstanding shares [2] - Alaunos Therapeutics is a clinical-stage oncology-focused cell therapy company exploring strategic alternatives, including mergers and acquisitions [3] Company Strategy - PMGC Capital believes Alaunos is undervalued and has significant potential to create shareholder value, intending to engage with Alaunos' management to explore strategic opportunities [4] - The company commends Alaunos Therapeutics for maintaining a clean capital structure and prudent financial stewardship during challenging market conditions [5] - PMGC Capital is focused on direct investments, strategic lending, and acquiring undervalued companies across diverse markets [6] Corporate Background - PMGC Holdings Inc. manages a diversified portfolio through strategic acquisitions and investments across various industries [7]

The parties intend to finalize and execute the definitive license agreement in the coming months, pending necessary approvals from Northstrive's head licensor for certain intellectual property rights related to EL-22. NEWPORT BEACH, Calif., May 13, 2025 (GLOBE NEWSWIRE) -- Northstrive Biosciences Inc. ("Northstrive"), a subsidiary of PMGC Holdings Inc. (NASDAQ: ELAB) (the "Company," "PMGC," "we," or "our"), today announced the signing of a binding term sheet with Modulant Biosciences LLC ("Modulant"). This ...

Core Viewpoint - Northstrive Biosciences Inc., a subsidiary of PMGC Holdings Inc., has filed four novel patent applications for its candidates EL-22 and EL-32, targeting both the animal market and muscle loss treatment in obese patients, either as standalone therapies or in combination with GLP-1 receptor agonists [1][2][3]. Patent Applications - The four patent applications filed include: - EL-32 in the USA and Korea for treating sarcopenia with transformed microorganisms [4]. - EL-22 in the USA for treating muscle loss in obese patients and in combination with GLP-1 receptor agonists [4][5]. - EL-22 for encouraging muscle growth in animals [5]. - EL-32 as a pharmaceutical composition for treating muscle loss due to obesity and as a combination therapy utilizing GLP-1 receptor agonists [5][6]. Intellectual Property Portfolio - Northstrive's patent portfolio now consists of 8 patent applications and 5 issued patents, providing protection in key markets including the USA, Japan, China, and Korea [3][7]. Company Overview - Northstrive Biosciences Inc. focuses on developing innovative solutions for obesity treatment, particularly through preserving muscle mass during weight loss [7]. - PMGC Holdings Inc. manages a diversified portfolio through strategic acquisitions and investments across various industries, including biopharmaceuticals [8].

Core Viewpoint - Northstrive Biosciences Inc., a subsidiary of PMGC Holdings Inc., has filed four novel patent applications for its candidates EL-22 and EL-32, targeting both the animal market and muscle loss treatment in obese patients, either as standalone therapies or in combination with GLP-1 receptor agonists [1][2][3]. Patent Applications - The four patent applications filed include compositions for treating sarcopenia and muscle loss in both humans and animals, emphasizing the engineered probiotic platform aimed at obesity care [2][5]. - The patents cover various formulations, including a fusion protein of Myo-2 for treating muscle loss in obese patients and animal feed additives to encourage muscle growth [4][5]. Intellectual Property Portfolio - Northstrive's patent portfolio now consists of 8 patent applications and 5 issued patents, providing protection in key markets such as the USA, Japan, China, and Korea [3][4]. - The newly filed patents are expected to strengthen the company's intellectual property position as it seeks to transform obesity care standards and enter the animal health market [3][4]. Company Overview - Northstrive Biosciences Inc. focuses on developing innovative solutions for obesity, particularly through preserving muscle mass during weight loss treatments [7]. - PMGC Holdings Inc. manages a diversified portfolio through strategic acquisitions and investments across various industries, including biopharmaceuticals [8].

Core Insights - Northstrive Biosciences Inc., a subsidiary of PMGC Holdings Inc., announced that Co-Founder Deniel Mero was featured in an interview discussing the company's recent FDA interactions regarding its clinical development plans for EL-22, a treatment aimed at obesity [1][2][4] Company Overview - Northstrive Biosciences Inc. focuses on developing innovative aesthetic medicines, with its lead asset EL-22 utilizing a myostatin-engineered probiotic approach to help preserve muscle during weight loss treatments, particularly in conjunction with GLP-1 receptor agonists [5] - PMGC Holdings Inc. is a diversified holding company managing a portfolio that includes Northstrive Biosciences Inc., PMGC Research Inc., and PMGC Capital LLC, with a commitment to exploring growth opportunities across various sectors [6] Industry Context - The interview highlighted the importance of addressing obesity's unmet needs, particularly the challenge of maintaining muscle mass during weight loss, which is a significant concern in the healthcare industry [2][4]

Core Viewpoint - Northstrive Biosciences Inc. has received preliminary feedback from the FDA regarding its pre-IND meeting, indicating support for the IND submission to initiate a Phase 2 clinical study for EL-22 in combination with GLP-1 receptor agonists [1][2][6] Group 1: FDA Feedback and Clinical Development - The FDA agreed that Northstrive's pharmacology studies support the activity of EL-22 [2] - The FDA indicated that Northstrive's nonclinical studies are adequate to support the safety and activity of EL-22 in overweight and obese populations [2] - Data from Northstrive's Phase 1 study and completed nonclinical studies are sufficient to allow the initiation of the proposed Phase 2 clinical trial [2] Group 2: EL-22 Overview - EL-22 is a novel, patent-pending engineered probiotic designed to express myostatin on its surface, targeting the myostatin pathway to support muscle health [3] - Preclinical studies have shown significant physiological and functional improvements in mdx mice, a model for Duchenne muscular dystrophy [3][4] - EL-22 has completed a Phase 1 clinical trial in South Korea, demonstrating it to be generally well-tolerated and safe in healthy volunteers [3] Group 3: Company Strategy and Future Plans - Northstrive aims to file the Investigational New Drug application in 2025 and subsequently initiate a Phase 2 clinical trial for obesity treatment [2] - The company is in discussions with cGMP manufacturing partners to prepare for the production of EL-22 [2] - The development of EL-22 addresses the need for preserving muscle in patients undergoing GLP-1 therapies for weight loss [4]

NEWPORT BEACH, Calif., April 16, 2025 (GLOBE NEWSWIRE) -- PMGC Holdings Inc. (NASDAQ:PMGC) (the "Company," "PMGC," "we," or "us"), a diversified public holding company, is pleased to announce the signing of a non-binding Letter of Intent ("LOI") to acquire a U.S.-based, cash-flow positive information technology ("IT") custom packaging company. About the Target Company Founded in 2011 and headquartered in Southern California, the Target is a well-established provider of custom packaging solutions for IT prod ...

Core Viewpoint - Northstrive Biosciences has entered into a Development and License Agreement with Yuva Biosciences to develop novel pharmaceutical treatments for obesity, type 2 diabetes, and other cardiometabolic conditions using YuvaBio's AI-powered mitochondrial science platform MitoNova [1][2][7] Group 1: Agreement Details - The Agreement involves collaboration on an AI Development Program where YuvaBio will develop technology related to mitochondrial science and identify drug candidates to improve mitochondrial health and cardiometabolic function [2][3] - YuvaBio will grant Northstrive an exclusive, worldwide license to the developed technology for therapeutic products targeting cardiac diseases and obesity [2][5] Group 2: AI Development Program - The AI Development Program will utilize YuvaBio's proprietary AI platform combined with laboratory validation to identify and advance novel drug candidates that target mitochondrial function [3][4] - The collaboration will include phases such as in silico modeling, virtual compound screening, and experimental testing to shortlist promising candidates for clinical development [3][4] Group 3: Financial Terms - In exchange for the rights and license, YuvaBio will receive an upfront fee, milestone payments based on program phases, and royalties on net sales of certain therapeutic products developed by Northstrive [5]

Core Viewpoint - PMGC Holdings Inc. has filed its Annual Report for the fiscal year ended December 31, 2024, with the SEC, highlighting its commitment to innovative solutions and long-term shareholder value [1][2]. Company Overview - PMGC is a diversified holding company that manages a portfolio through strategic acquisitions, investments, and development across various industries [3]. - The current portfolio includes three wholly owned subsidiaries: Northstrive Biosciences Inc., PMGC Research Inc., and PMGC Capital LLC [3]. Strategic Initiatives - The company is actively seeking acquisition opportunities that can drive meaningful revenue growth and enhance shareholder value as part of its strategic growth initiatives [2].