Elevai Labs(ELAB) - 2025 Q1 - Quarterly Report

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 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 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][22] - 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][24] - 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][28] - 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][42][44] - 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][54][61] - In Q1 2025, the company raised $1.94 million from a warrant inducement and $1.48 million from a registered direct offering[72][75] - 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] Management's Discussion and Analysis of Financial Condition and Results of Operations 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] 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][122] - 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] 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 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] Controls and Procedures 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][150] - No material changes occurred in internal control over financial reporting during the quarter[152] PART II – OTHER INFORMATION Provides additional information including legal proceedings, equity sales, and exhibits, relevant to the company's operations and governance Legal Proceedings 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] Risk Factors 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] Unregistered Sales of Equity Securities and Use of Proceeds; Issuer Purchases of Equity Securities 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][158] 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 The company reports no defaults upon senior securities - No defaults upon senior securities were reported[162] Mine Safety Disclosures This item is not applicable to the company - This disclosure item is not applicable[163] Other Information The company reports no other information for this item - No other information is reported for this item[164] Exhibits 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][169] - Certifications by the Principal Executive Officer and Principal Financial Officer under Sections 302 and 906 of Sarbanes-Oxley Act are filed as exhibits[169]