PMGC Holdings SEC Filings

PMGC Holdings Inc. is forming a new wholly owned subsidiary, NorthStrive Defense Tech LLC, to focus on defense technology, including drone technology, autonomous systems, and next-generation unmanned defense solutions.

The company plans to use this subsidiary as a platform to identify, acquire, and license advanced defense technologies, initially emphasizing drones and autonomous systems. PMGC aims to leverage its existing subsidiaries, AGA Precision Systems LLC and Silicon Valley Machining, Inc., which already work with aerospace, defense, and space customers, to help commercialize technologies sourced through acquisitions, licensing, and partnerships. The company cautions there is no assurance NorthStrive Defense Tech will successfully secure or commercialize any technologies or generate revenue.

PMGC Holdings Inc. is registering up to $4,551,804 of common stock as part of an equity purchase facility (ELOC) with Streeterville Capital, LLC. The Purchase Agreement contemplates up to $20,000,000 of purchases via prepaid tranches; four prepaid purchases were consummated between Sept 23, 2025 and Feb 6, 2026. Shares issued to the Investor may be sold by the Investor from time to time; Univest Securities is the placement agent and receives an 8% fee. The company discloses a going concern uncertainty as of Dec 31, 2025 and lists recent corporate actions including a 1-for-6 reverse split, the acquisition of SVM Machining, and a license of biotech assets for non-human animal health.

PMGC Holdings Inc., through its wholly owned subsidiary AGA Precision Systems LLC, announced a long-term agreement to supply mission-critical aerospace and defense components to Turbo-Jet Products Co., Inc. The agreement establishes a framework governing all purchase orders over an initial five-year term with potential annual renewals.

The company views this deal as strengthening AGA’s role in the aerospace and defense supply chain, including support for programs that may involve U.S. government and defense-related contracts under FAR and DFARS requirements. AGA highlights its AS9100 certification and ITAR compliance as key foundations for serving highly regulated, quality-critical programs.

PMGC Holdings Inc. reports a transformational but high‑risk year, shifting into a diversified holding company with four wholly owned subsidiaries in biotechnology, precision machining, specialty IT hardware packaging, and multi‑strategy investing.

The company recorded a net loss of $7,747,813 for the year ended December 31, 2025 and an accumulated deficit of $21,017,440, and its financial statements are prepared on a going‑concern basis due to continuing losses, limited revenue, and constrained working capital. As of December 31, 2025, net working capital was $2,928,959, down from $4,251,867 a year earlier.

Biotech subsidiary Northstrive Biosciences leads the pipeline with EL‑22, an engineered probiotic for obesity‑related muscle preservation that completed a Phase 1 trial in South Korea, and EL‑32 in preclinical development, both positioned as oral combinations with GLP‑1 receptor agonists. The company divested its prior Elevai Skincare business and acquired AGA Precision Systems and Pacific Sun Packaging in 2025.

Operations remain capital‑intensive. PMGC relies heavily on external financing, including an equity purchase facility with Streeterville Capital secured by 100% of the equity and substantially all assets of key subsidiaries, and has executed multiple reverse stock splits. As of March 30, 2026, 1,159,112 common shares were outstanding, and the company employed 32 full‑time and 2 part‑time staff.

PMGC Holdings Inc., through its wholly owned subsidiary Northstrive Biosciences Inc., entered into a Third Amendment to its License Agreement with MOA Life Plus Co., Ltd., effective March 24, 2026. The amendment replaces Exhibit C, updating development milestones in the licensed field, including phases for pre-clinical trials, related Investigational New Drug application events, and the timelines for achieving these milestones. PMGC will provide monetary consideration to MOA in connection with entering this amendment, payable upon execution and within 30 days after the effective date.

PMGC Holdings Inc. filed a current report describing a business update at its wholly owned subsidiary, SVM Machining, Inc. dba Silicon Valley Manufacturing. The subsidiary has completed registration under the International Traffic in Arms Regulations (ITAR) and is now in compliance with these U.S. defense export-control standards.

This ITAR registration allows SVM to pursue defense and aerospace programs that specifically require ITAR-compliant suppliers and may improve its standing with Tier 1 defense contractors and aerospace original equipment manufacturers. The development aligns with PMGC’s broader strategy to expand into higher-value, defense-related manufacturing markets while continuing to serve mission-critical industries such as medical technology, aerospace, semiconductor, biotech, pharmaceutical, and transportation.

PMGC Holdings Inc. amended consulting agreements with entities owned by its top leaders, setting new annual fees for 2026. GB Capital Ltd, wholly owned by CEO, CFO and Director Graydon Bensler, will receive an annual consultant fee of $300,000 starting January 1, 2026.

Northstrive Companies Inc., wholly owned by Chairman Braeden Lichti, will receive an annual consultant fee of $360,000 beginning January 1, 2026. All other terms of the existing consulting agreements remain in effect, and the amendments are filed as exhibits to the report.

PMGC Holdings Inc. is implementing a 1-for-6 reverse stock split of its common stock. Every six existing shares are being combined into one share, effective at 12:00 a.m. Eastern time on March 10, 2026. The company anticipates having approximately 3,248,764 shares of common stock outstanding immediately prior to the split and approximately 541,461 shares outstanding immediately after it.

After the amendment, authorized capital will consist of 83,333,334 shares of common stock and 500,000,000 shares of preferred stock, for a total of 583,333,334 authorized shares. The trading symbol remains “ELAB”, the par value is unchanged, and no fractional shares will be issued, with holders receiving one full share in lieu of any fractional position. Outstanding stock awards, options, warrants, and plan reserves are being adjusted proportionally, and the warrants’ exercise prices are being revised to reflect the new share count.

PMGC Holdings Inc. entered into a new secured prepaid equity financing with an investor, referred to as Secured Pre-Paid Purchase #4, on February 6, 2026. The Fourth Pre-Paid Purchase has an original principal amount of $8,147,569.50 with an original issue discount of $692,569.50, resulting in a purchase price of $7,455,000.00.

Most of the purchase price, $6,343,194.44, was deposited into a controlled bank account owned by a new wholly owned subsidiary, ELAB Opportunity Holdings LLC, with the investor holding a first-priority security interest through a Deposit Account Control Agreement. Additional amounts include $651,805.56 to the placement agent, $5,000 to company counsel, and $455,000.00 to a company-designated account.

After the effective date, the investor may require the company to issue and sell common shares at a price equal to 88.00% of the lowest VWAP over the prior ten trading days, up to the outstanding balance, subject to a 9.99% beneficial ownership cap. The company can prepay portions of the balance at 120% of the prepaid amount, while defined events of default trigger immediate cash repayment, a 15.00% increase in the outstanding balance, and interest of up to 18.00% per year. A guaranty from ELAB Opportunity, secured by the controlled deposit account and related funds, supports all obligations under this structure.