Core Viewpoint - PMGC Capital LLC urges Alaunos Therapeutics, Inc. to accept a financing term sheet that could provide substantial capital and create significant shareholder value [1][4]. Group 1: PMGC Capital's Position - PMGC Capital holds a significant ownership position in Alaunos and is acting in the best interest of all shareholders [2]. - The proposed financing, introduced by PMGC Capital and led by a leading Wall Street bank, is described as a compelling opportunity for Alaunos [3]. - PMGC Capital emphasizes the importance of engaging with the bank to maximize long-term value for shareholders [4]. Group 2: Financing Details - The financing offer is characterized as non-toxic and well-structured, providing substantial capital to Alaunos [4]. - PMGC Capital commends Alaunos for maintaining a clean capital structure and prudent financial management during challenging market conditions [5]. Group 3: Company Background - PMGC Capital is a multi-strategy investment firm focused on direct investments, strategic lending, and acquiring undervalued companies across diverse markets [6]. - PMGC Holdings Inc. manages a diversified portfolio through strategic acquisitions and investments across various industries [7].

Core Insights - Northstrive Biosciences Inc. has initiated Phase II of its AI Development Program in collaboration with Yuva Biosciences, focusing on leveraging the MitoNova™ platform to identify small molecule candidates that enhance mitochondrial health in obesity and cardiac diseases [1][6] Company Overview - Northstrive Biosciences Inc. is a biopharmaceutical company under PMGC Holdings Inc., specializing in the development of innovative 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 managing a portfolio through strategic acquisitions and investments across various sectors, including three wholly owned subsidiaries: Northstrive Biosciences Inc., PMGC Research Inc., and PMGC Capital LLC [4] Collaboration Details - The collaboration with YuvaBio involves using the MitoNova™ AI platform to virtually screen a large library of drug-like small molecules, predicting which candidates are most likely to promote mitochondrial health [2][6] - YuvaBio will analyze the screening results to identify opportunities for biological validation and compile a list of synthetic compounds aimed at muscle preservation and metabolic health [2]

Core Viewpoint - PMGC Holdings Inc. has signed a non-binding Letter of Intent to acquire a cash-flow positive CNC machining company in California, which has over 35 years of operational history [1] About the Target Company - The target company specializes in precision milling, turning, mold manufacturing, and works with exotic metals such as titanium and Inconel [2] - It holds AS9100D and ISO 9001:2015 certifications, which are essential for major aerospace and defense contractors [2] - In 2024, the target generated approximately $1.4 million in revenue and $215,000 in adjusted EBITDA [3] Strategic Rationale - The acquisition aligns with PMGC's strategy of acquiring U.S.-based, cash-flow-positive manufacturing businesses with strong fundamentals and growth potential [4] - The target's established customer relationships and reputation for quality are seen as significant advantages [4] - Recent geopolitical dynamics and supply chain vulnerabilities are expected to accelerate efforts to rebuild American manufacturing capabilities, benefiting companies like the target with necessary certifications [4] - Demand for qualified U.S.-based suppliers is increasing as defense and industrial clients prioritize secure, high-quality domestic partners [4] Company Overview - PMGC Holdings Inc. is a diversified holding company focused on managing and growing its portfolio through strategic acquisitions across various industries [6] - The company currently has three wholly owned subsidiaries: Northstrive Biosciences Inc., PMGC Research Inc., and PMGC Capital LLC [6] - This acquisition marks PMGC's third pending acquisition since April 2025, indicating a robust M&A strategy with more deals expected [7]

Company Overview - PMGC Holdings Inc. is a diversified public holding company focused on strategic acquisitions and investments across various industries [7] - The company currently manages a portfolio consisting of three wholly owned subsidiaries: Northstrive Biosciences Inc., PMGC Research Inc., and PMGC Capital LLC [7] Acquisition Details - PMGC has signed a non-binding Letter of Intent to acquire a U.S.-based electronics contract manufacturing company with over 40 years of operational history [1] - The target company generated approximately $699,000 in revenue and $173,000 in adjusted EBITDA in 2024 [3] Target Company Profile - The target company is a full-service provider of high-precision electronics manufacturing and assembly services, established in the 1980s [2] - It offers capabilities such as electrical and mechanical assembly, printed circuit card assembly, functional testing, and electronic component testing, serving a range of commercial and industrial clients [2] Strategic Rationale - The acquisition aligns with PMGC's strategy of acquiring fundamentally strong U.S.-based businesses with durable cash flow and growth potential [4] - PMGC management highlights the target's longstanding customer relationships and strong operational control as key advantages [4] Industry Context - The acquisition occurs amid a renewed national focus on revitalizing domestic manufacturing, supported by federal initiatives like the CHIPS and Science Act [5] - The U.S. electronics manufacturing services sector is positioned for growth as industries prioritize secure, localized, and high-quality production partners [5] - PMGC believes this transaction places the company at the intersection of this movement, providing exposure to a high-integrity operator within the ecosystem [5] Future Outlook - The closing of the acquisition is subject to customary conditions, including due diligence and corporate approvals [6] - This acquisition marks PMGC's second pending acquisition since April, indicating that its M&A strategy is actively progressing [9]

Core Insights - Northstrive Biosciences Inc. has completed a Phase I strategic research and literature synthesis for its first-in-class oral myostatin-engineered probiotic, EL-22, aimed at addressing muscle-wasting conditions [1][7] - The analysis, conducted with Yuva Biosciences, provided insights into EL-22's mechanism of action and its potential to meet critical needs in muscle-wasting conditions such as GLP-1-associated atrophy and age-related sarcopenia [1][7] Company Overview - Northstrive Biosciences Inc. is a biopharmaceutical company under PMGC Holdings Inc., focusing on developing innovative aesthetic medicines [4] - The lead asset, EL-22, utilizes a myostatin-engineered probiotic approach to help preserve muscle during weight loss treatments, particularly with GLP-1 receptor agonists [4] Product Highlights - EL-22 employs a myostatin-engineered probiotic strategy to combat obesity-related muscle loss during weight loss treatments, offering a patient-friendly oral delivery method [2][4] - The product is designed to induce an immune response against myostatin, a key regulator of muscle growth, using genetically engineered Lactobacillus casei [2] Research Findings - The report highlights significant effects of EL-22 in mdx mice, including improvements in antibody production, serum creatine kinase levels, body weight, motor function, and muscle histology [7] - EL-22's unique oral vaccine approach distinguishes it from traditional systemic antibody or gene therapy methods, aiming to stimulate both mucosal and systemic immunity against myostatin [7] Market Positioning - With the rise of GLP-1 receptor agonists in obesity and diabetes treatment, EL-22 is strategically positioned to address the associated muscle loss concerns [7] - Northstrive plans to initiate a Phase 2 proof-of-concept trial targeting GLP-1 users and engage in regulatory discussions to advance EL-22 towards an IND filing in the U.S. [7]

Company Overview - PMGC Holdings Inc. has filed its Quarterly Report on Form 10-Q for the three months ended March 31, 2025, with the SEC [1] - The company is well-capitalized with a strong balance sheet and a defined business focus [2] Operating Subsidiaries - NorthStrive Biosciences Inc. focuses on developing aesthetic medicines, with its lead asset EL-22 aimed at preserving muscle during weight loss treatments [2] - PMGC Research Inc. utilizes Canadian research grants and collaborates with universities to accelerate scientific discovery [3] - PMGC Capital LLC is a multi-strategy investment firm that seeks undervalued companies and assets to maximize returns [4] Strategic Growth Initiatives - The company is actively pursuing acquisitions of B2B businesses and assets to drive revenue growth and enhance shareholder value [2] - On April 16, 2025, PMGC announced a non-binding Letter of Intent to acquire a cash-flow-positive IT custom packaging company [5] Company Commitment - PMGC is committed to exploring opportunities across various sectors to maximize growth and value [6]

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]

Core Insights - Northstrive Biosciences Inc. has signed a binding term sheet with Modulant Biosciences LLC for a future licensing agreement related to EL-22 in animal health, granting Modulant exclusive global rights to develop and commercialize this intellectual property [1][9] - The licensing agreement will focus on the use of EL-22 as a feed additive, targeting the myostatin pathway to improve body composition in livestock and companion animals [3][9] - Modulant will pay Northstrive a share of revenues generated from sublicensing and commercial activities, with a decreasing royalty rate after reaching a certain revenue threshold [4] Company Overview - Northstrive Biosciences Inc. is a biopharmaceutical company under PMGC Holdings Inc., focusing on developing innovative aesthetic medicines, with EL-22 as its lead asset [6] - PMGC Holdings Inc. is a diversified holding company managing a portfolio through strategic acquisitions and investments across various industries [7] - Modulant Biosciences LLC specializes in veterinary medicine innovation, led by CEO Tom Campi, who has extensive experience in animal drug development [10]

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].