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 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].

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]