As filed with the U.S. Securities and Exchange Commission on November 25, 2025. Registration No. 333-290428 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO REGISTRATION STATEMENT ON FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PMGC HOLDINGS INC. (Exact name of registrant as specified in its charter) Nevada 5912 33-2382547 (State or Other Jurisdiction of Incorporation or Organization) (Primary Standard Industrial Classification Code Number) (I.R. ...

Revenue and Profit - Revenue for the nine months ended September 30, 2025, was $285,948, compared to $nil for the same period in 2024, representing an increase of $285,948[170] - Gross profit for the nine months ended September 30, 2025, was $78,030, with a gross margin percentage of 27%, compared to $nil in 2024[173] - Revenue for the three months ended September 30, 2025, was $285,948, compared to $0 for the same period in 2024, indicating a significant increase[183] - Gross profit for the same period was $78,030, with total operating expenses rising to $2,276,931, an increase of $1,651,316 compared to the previous year[183] Expenses - Research and development expenses increased to $114,108 for the nine months ended September 30, 2025, from $59,651 in 2024, an increase of $54,457[175] - Marketing and promotion expenses decreased to $182,407 for the nine months ended September 30, 2025, from $276,371 in 2024, a decrease of $93,964[176] - Office and administration expenses rose to $1,255,413 for the nine months ended September 30, 2025, compared to $447,874 in 2024, an increase of $807,539[177] - Consulting fees increased to $1,367,005 for the nine months ended September 30, 2025, from $784,420 in 2024, an increase of $582,585[178] - Professional fees increased to $939,754 for the nine months ended September 30, 2025, compared to $266,433 in 2024, an increase of $673,321[179] - Repairs and maintenance expenses for the nine months ended September 30, 2025, were $312,579, with no comparable expense in 2024[181] - Research and development expenses increased to $15,000 from $4,098, reflecting a rise of $10,902 driven by ongoing clinical validation studies[185] - Marketing and promotion expenses surged to $64,484 from $11,258, an increase of $53,226 primarily due to heightened marketing efforts for newly acquired businesses[186] - Office and administration expenses rose to $726,543 from $167,074, an increase of $559,469 attributed to higher business activity and costs from newly acquired subsidiaries[187] - Consulting fees increased significantly to $621,103 from $226,104, a rise of $394,999 mainly due to bonus-related consulting expenses[188] Net Loss and Financial Position - The net loss from continuing operations was $2,616,018, compared to a loss of $1,201,853 in the prior year, representing a deterioration of $1,414,165[183] - Other income (expense) resulted in a net loss of $362,176 for the nine months ended September 30, 2025, compared to a net loss of $317,054 in 2024, an unfavorable variance of $45,122[182] Cash and Financing Activities - Cash provided by financing activities for the nine months ended September 30, 2025, was $10,116,739, an increase of $3,359,238 compared to $6,757,501 in 2024[200] - As of September 30, 2025, the company had cash of $7,700,562, up from $3,984,453 as of December 31, 2024, reflecting improved liquidity[193] Acquisitions and Business Strategy - The company completed two acquisitions, Pacific Sun Packaging Inc. and AGA Precision Systems LLC, during the nine months ended September 30, 2025[204] - The company plans to focus on advancing clinical development and pursuing additional acquisitions of operating business-to-business companies with positive EBITDA over the next twelve months[168] Share-Based Compensation and Accounting - For the nine months ended September 30, 2025, the company recorded a share-based compensation expense of $(29,817), compared to $57,521 for the same period in 2024[213] - The fair value of each option grant was estimated using a Black-Scholes option-pricing model during the nine months ended September 30, 2025, and the year ended 2024[214] - The company accounts for share-based compensation to employees and non-employees under the fair value method, recognizing it over the requisite service period[211][212] Financial Reporting and Risks - The company does not have any off-balance sheet arrangements that could materially affect its financial condition or results of operations[216] - The company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards[217] - The company does not believe the impact of inflation on its financial position is material, although it is exposed to inflation risk from increases in labor costs[220] - Market risk exposure is limited to risks arising in the normal course of business, as the company does not engage in speculative transactions[221] - The expected dividend yield for the company's common stock is assumed to be zero, as it has not paid and does not anticipate paying cash dividends[215] - The company has an enforceable right to payment for performance completed to date in its revenue recognition for AGA Precision Systems LLC[208] - Convertible debt and embedded derivative liabilities are accounted for separately, with the embedded derivative liability measured at fair value[209]

Core Insights - PMGC Holdings Inc. has announced that its subsidiary AGA Precision Systems has completed ITAR registration, allowing it to engage in defense and aerospace programs that require compliance with U.S. export-control standards [1][2] Company Overview - PMGC Holdings Inc. is a diversified holding company focused on managing and growing its portfolio through strategic acquisitions and investments across various industries [6] - AGA Precision Systems LLC specializes in advanced CNC machining and engineering services for complex metal and composite components used in aerospace, defense, and industrial applications [3][4] Strategic Developments - The ITAR registration enhances AGA's eligibility as a qualified supplier to Tier 1 defense contractors and aerospace OEMs, supporting the company's strategy to expand into high-value, defense-related manufacturing [2] - AGA has built a strong reputation for quality and reliability, growing its business through referrals and repeat orders without a formal sales or marketing function [5]

Core Insights - PMGC Holdings Inc. has announced the acquisition of Indarg Engineering, a precision CNC machining company, to enhance its manufacturing capabilities in the aerospace and defense sectors [1][6][11] Company Overview - PMGC Holdings Inc. is a diversified holding company focused on strategic acquisitions and investments across various industries to maximize growth and value [9] - AGA Precision Systems LLC, a subsidiary of PMGC, specializes in high-tolerance CNC machining and serves customers in aerospace, defense, and industrial sectors [7][8] Acquisition Details - Indarg Engineering, founded in 1985, has a strong track record in delivering high-tolerance components and rapid prototyping for aerospace, defense, medical, and automotive sectors [2] - The acquisition will rebrand Indarg's Hawthorne operation under AGA Precision Systems, expanding AGA's manufacturing footprint and capabilities [3][6] - Joel Alvarez, the former Owner and President of Indarg, will continue as General Manager, bringing extensive experience in advanced manufacturing and operational leadership [4][5] Strategic Implications - This acquisition aligns with PMGC's strategy to consolidate specialized manufacturers in the U.S. aerospace and defense sectors, aiming to drive earnings scalability and operational synergies [6][11]

Core Viewpoint - PMGC Holdings Inc. announced that its subsidiary AGA Precision Systems LLC has a sales backlog of over $711,000 and is actively bidding on additional orders totaling over $700,000, indicating strong demand and growth momentum in the aerospace and defense sectors [1] Group 1: Sales and Demand - AGA has reported a sales backlog of approximately $711,000 in current orders [1] - AGA is bidding on additional Request for Quotations totaling over $700,000 from new customers [1] - The backlog and pending orders reflect robust demand and strengthen AGA's position in precision machining [1] Group 2: Capability Expansion - AGA has expanded its manufacturing capabilities with the purchase of high-performance machinery, including state-of-the-art CNC systems [2] - The new machinery is designed for true 5-axis simultaneous machining, improving accuracy and throughput [2][4] - This expansion is expected to enhance AGA's ability to meet technical requirements in aerospace-grade materials [4] Group 3: Team Growth and Community Impact - AGA now employs over 15 full-time personnel and anticipates doubling its production capacity within the next year [5] - The company aims to create additional skilled manufacturing jobs in the Santa Ana community, contributing to local economic growth [5] Group 4: Company Background - AGA Precision Systems LLC specializes in high-tolerance milling, turning, and machining of complex metals, serving the aerospace, defense, and industrial sectors [6] - The company has built a strong reputation for quality and reliability, growing its business through referrals and repeat orders [7]

Core Insights - Premarket trading is showing notable activity with significant price movements indicating potential trading opportunities before the market opens [1] Premarket Gainers - rYojbaba Co., Ltd. (RYOJ) increased by 134% to $5.09 - Linkage Global Inc (LGCB) rose by 101% to $3.33 - MIRA Pharmaceuticals, Inc. (MIRA) gained 87% to $2.46 - Auddia Inc. (AUUD) went up by 23% to $2.54 - SOPHiA GENETICS SA (SOPH) increased by 16% to $4.99 - J.B. Hunt Transport Services, Inc. (JBHT) rose by 13% to $157.44 - AlphaVest Acquisition Corp (ATMV) increased by 11% to $13.09 - New Era Energy & Digital, Inc. (NUAI) went up by 10% to $3.71 - Critical Metals Corp. (CRML) rose by 9% to $24.80 - Blaize Holdings, Inc. (BZAI) increased by 9% to $6.90 [3] Premarket Losers - Fossil Group, Inc. (FOSL) decreased by 40% to $2.23 - Pinnacle Food Group Limited (PFAI) fell by 25% to $3.41 - American Battery Technology Company (ABAT) declined by 22% to $6.91 - Sadot Group Inc. (SDOT) dropped by 20% to $6.15 - TechCreate Group Ltd. (TCGL) decreased by 14% to $4.14 - PMGC Holdings Inc. (ELAB) fell by 13% to $6.43 - Arcadia Biosciences, Inc. (RKDA) decreased by 13% to $4.73 - ATIF Holdings Limited (ZBAI) dropped by 11% to $9.28 - Roma Green Finance Limited (ROMA) fell by 7% to $2.62 - Australian Oilseeds Holdings Limited (COOT) decreased by 6% to $2.46 [4]

As filed with the U.S. Securities and Exchange Commission on October 15, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 REGISTRATION STATEMENT ON FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PMGC HOLDINGS INC. (Exact name of registrant as specified in its charter) (State or Other Jurisdiction of Incorporation or Organization) (Primary Standard Industrial Classification Code Number) Nevada 5912 33-2382547 (I.R.S. Employer Identification ...

As filed with the U.S. Securities and Exchange Commission on October 15, 2025. Registration No. 333-290428 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO REGISTRATION STATEMENT ON FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PMGC HOLDINGS INC. (Exact name of registrant as specified in its charter) (State or Other Jurisdiction of Incorporation or Organization) Nevada 5912 33-2382547 (Primary Standard Industrial (I.R.S. Employer Classification Co ...

Core Insights - Northstrive Biosciences Inc. has completed Phase II of its AI Development Program in collaboration with Yuva Biosciences, focusing on small molecule candidates to promote mitochondrial health for combating obesity and cardiac diseases [1][6] Company Overview - Northstrive Biosciences Inc. is a biopharmaceutical company under PMGC Holdings Inc., specializing in the development of aesthetic medicines, with its lead asset EL-22 aimed at preserving muscle during weight loss treatments [3] - PMGC Holdings Inc. is a diversified holding company that manages a portfolio through strategic acquisitions and investments across various industries [4] Collaboration Details - YuvaBio completed Phase II by compiling a targeted collection of compounds from 12 curated libraries, focusing on obesity, cardiometabolic disorders, and lipid & glucose metabolism [2] - The MitoNova™ AI platform was utilized to screen compounds for their potential impact on muscle preservation and metabolic health, resulting in a shortlist of candidates for biological validation [2][6]

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]