PMGC Holdings SEC Filings

PMGC Holdings Inc. (Nasdaq: ELAB) filed a Form S-1 to register up to 5,000,000 shares of common stock for resale by selling security holders, including 56,700 commitment shares, 10,300 pre-delivery shares, and up to 4,933,000 shares issuable to Streeterville under pre-paid purchases. The company is not selling shares in this offering and will not receive proceeds from sales by the selling holders.

PMGC notes a separate equity purchase facility under which the maximum gross proceeds are $20,000,000. The Initial Pre-Paid Purchase of $5,000,000 closed on September 26, 2025, yielding $3,990,000 in net proceeds after fees. The filing highlights potential dilution from future issuances tied to the Purchase Agreement and caps Streeterville’s ownership at 9.99% per the Maximum Percentage provision.

Shares outstanding were 744,121 before this offering, and the table shows 5,677,121 after. ELAB last closed at $9.03 on October 14, 2025. The company discloses a going concern uncertainty and recently increased authorized common stock to 2,000,000,000, with an 8,000,000 share reserve for the facility.

PMGC Holdings Inc. plans its 2025 annual stockholders meeting as a virtual event on December 4, 2025 at 9:30 a.m. Pacific Time. Stockholders will vote to elect five directors (Braeden Lichti, Graydon Bensler, George Kovalyov, Juliana Daley, and Jeffrey Parry), ratify HTL International, LLC as independent auditor for fiscal 2025 and allow the Board to set HTL’s remuneration, and approve a potential adjournment to solicit additional proxies if needed.

Holders of Common Stock and Series B Preferred Stock as of October 10, 2025 may vote, with each share carrying one vote; a quorum requires 33 1/3% of voting power. As of the record date, 744,121 shares of Common Stock and 6,372,874 shares of Series B Preferred Stock were outstanding.

The company completed reverse stock splits on November 27, 2024 (1:200), March 10, 2025 (1:7), and September 2, 2025 (1:3.5), reflected on a combined 1:4,900 basis. The Board includes a majority of Nasdaq-defined independent directors. The 2025 Equity Incentive Plan became effective on September 15, 2025, initially reserving 169,281 shares (25% of outstanding as of that date) with an annual automatic increase up to 10% at the Administrator’s discretion.

PMGC Holdings Inc. (Nasdaq: ELAB) filed Amendment No. 1 to a Form S-1 to register up to 236,543 shares of common stock for resale by selling shareholders. These shares are issuable upon exercise of previously issued warrants. The company is not selling any shares in this registration and will not receive proceeds from any resale by the holders. PMGC states it could receive approximately $1.56 million only if all warrants are exercised for cash.

The warrants have an exercise price of $6.615 per share, become exercisable on or after the Shareholder Approval Date, and expire five years after that date, subject to a 9.99% (or 4.99%) beneficial ownership cap. A reverse stock split of 1:3.5 was effected on September 2, 2025. The company discloses substantial doubt about its ability to continue as a going concern as of December 31, 2024.

As context, shares outstanding were 744,121 before this resale offering and 980,664 after, assuming all registered shares are issued. PMGC also entered into an equity line structure with an initial prepaid purchase of $5,000,000, from which it received net proceeds of $3,990,000.

PMGC Holdings Inc. is soliciting shareholder approval to effect a secured securities purchase facility that would allow issuance of up to $20,000,000 in aggregate Pre-Paid Purchases to an investor under a Securities Purchase Agreement dated September 23, 2025. The company agreed to an Initial Pre-Paid Purchase of $5,000,000.00 that carries an 8.50% annual interest rate, daily compounding, and a commitment fee paid in shares: 56,700 Commitment Shares at Initial Closing plus 10,300 Pre-Delivery Shares to the investor. The transaction package includes guarantees, a security agreement, a pledge agreement, transfer-agent instructions, and other customary documents.

The filing discloses post-transaction ownership tables showing no single >5% holder of Common Stock as of September 16, 2025, and describes director and officer shareholdings and option exercisable amounts. Share issuance and governance authorizations are included for Nasdaq Listing Rule compliance.

Streeterville Capital LLC, Streeterville Management LLC and John M. Fife report beneficial ownership of 91,275 shares of PMGC Holdings Inc. common stock, representing 9.99% of the 913,664 shares outstanding referenced in the issuer's S-1 on September 19, 2025. The filing states those shares are held under a Secured Pre-Paid Purchase #1 that includes a contractual ownership cap of 9.99%. The reporting persons each claim sole voting and sole dispositive power over the 91,275 shares. The certification in the filing affirms the securities were not acquired to change or influence control of the issuer.

PMGC Holdings Inc. (ELAB) is seeking shareholder approval of a securities purchase facility that would allow up to $20,000,000 of aggregate Pre-Paid Purchases. The company executed a Purchase Agreement providing an Initial Pre-Paid Purchase of $5,000,000 that includes an issuance of 56,700 commitment shares and 10,300 pre-delivery shares to the investor at closing. The Initial Pre-Paid Purchase bears interest at 8.50% per annum on the outstanding balance, computed on a 360-day year, compounding daily. The transaction package includes Pre-Paid Purchase forms, Guarantees, a Security Agreement, a Pledge Agreement, and related transfer-agent and corporate authorizing documents. The Purchase Agreement defines a range of Events of Default (including insolvency, failure to deliver shares, registration suspension, judgments over $1,000,000, and covenant breaches) that could accelerate remedies under the transaction documents.

Streeterville Capital LLC, Streeterville Management LLC and John M. Fife reported beneficial ownership of 90,452 shares of PMGC Holdings Inc. common stock, representing 9.9% of the company's 913,664 outstanding shares as reported in the issuer's S-1. The filing states that Streeterville holds these rights under a secured pre-paid purchase arrangement and that contractual caps limit its ownership to 9.9%.

The report shows sole voting and dispositive power over the 90,452 shares and clarifies that the other reporting persons are related entities and an individual acting as manager and sole member, with no shared voting or dispositive power reported.

PMGC Holdings Inc. (ELAB) disclosed a material transaction in an 8-K that includes several executed transaction documents and specified cash compensation. The filing references a Form of Securities Purchase Agreement, Pre-Paid Purchase, Guaranty, Security Agreement, Pledge Agreement and a Placement Agency Agreement. The company notes $400,000 as cash compensation and $30,000 for expenses. The filing identifies the company’s common stock on The Nasdaq Stock Market and is signed by Chief Executive Officer Graydon Bensler.

PMGC Holdings Inc. (ELAB) is registering under Form S-1 and discloses a diversified holding structure with subsidiaries including Northstrive Biosciences, PMGC Capital, Pacific Sun Packaging and AGA Precision Systems. Northstrive's lead asset, EL-22, is an engineered probiotic program aimed at preserving muscle during weight-loss treatment and the company cites preclinical signals such as increased anti-myostatin antibodies, reduced creatine kinase and improved motor function in mdx mice.

The filing details recent M&A: acquisitions of Pacific Sun Packaging and AGA Precision Systems, a binding term sheet with Modulant for animal-health licensing, multiple patent applications, an ATM sales agreement up to $100 million and corporate actions including reverse splits and an increase in authorized shares to 2.5 billion. Financials show operating losses and cash use that raise substantial doubt about the company's ability to continue as a going concern.