What changed in this filing

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Item 1. Business

2025-03-28 compared with 2024-03-29 · 914 added, 982 removed, 20 unchanged (99% of the section changed)

are a physician-dispensed skincare company with a focus on modernizing aesthetic skincare.

We conduct research and development to advance

innovative and science-driven topical skincare that complements the medical aesthetics industry.

Upon our founding in 2020, we initiated

our research and development phase for our current product formulations.

Since 2022, we have principally employed a business-to-business

model in which we produce and commercialize a new generation of topical skincare products that contain our proprietary stem cell-derived

Elevai Exosomes TM designed to enhance the appearance of skin.

We have designed our innovative and meticulously produced Elevai

Exosomes TM infused cosmetics for the physician-dispensed industry that we believe has lacked significant and recent new biotechnological

innovations or advancements.

We expect exosomes, nano-sized, natural delivery mechanism that affect important biological factors, to

become a focal point that will change the nature of how medical aesthetics cosmetic skincare and related aesthetic products are used

and adopted for years to come.

team bridges years of cutting-edge molecular biotechnology research with our company’s flexibility to fully scale pipeline products

through our refined competencies in biochemical engineering and bioprocessing prowess.

We believe this potent combination of know-how

is not found elsewhere in the cosmetics brands utilized by the physician-dispensed skincare industry and these proficiencies validate

our early-mover advantage.

Although the relationship between biochemical engineering, and stem cell research in cosmetics is not widely

understood, we have built a team with mastery in both disciplines.

Because we strive to refine the advancement of those intersectant

technologies, we are well situated in our ambition to develop and market next-generation products that can improve skin aesthetics while

maintaining the ability to fully scale our operations at a level that we believe other companies of a similar size cannot.

manufacturing process from source to skin is known as ‘Precision Regenerative Exosome Technology™’ or ‘PREx™’.

PREx™ utilizes advanced patent-pending stem cell processing technology as part of our cohesive production process involving

carefully controlled stem cell culture to produce stem cell derived factors that are featured in our topical exosome products.

Our proprietary

PREx™ process yields exosome lots from any hUMSC supplier that provide the source for our specialty physician-dispensed

skincare product lines.

Our products are comprised of topical cosmetic solutions.

These products are not drug products or considered

regenerative medicine, nor have any of our products received FDA approval.

Our cosmetic products are not intended to prevent, treat or

cure diseases or medical conditions.

Moreover, our cosmetic products are not intended to be injected or delivered intravenously.

our exosome-infused skincare products are topically applied to the skin to aid in the reduction of the appearance of a range of the most

common cosmetic skin conditions, including the appearance of skin firmness, oxidative stress, photodamage, hyperpigmentation, and texture

of soft tissue deficits, such as reducing the appearance of fine lines and wrinkles.

More specifically, our E-Series™ line is marketed

as a post-procedure care cosmetic that is applied to the skin after a medical aesthetics procedure such as skin laser therapy, micro

needling, rejuvenation peels and Botox injections.

addition to antiquated technology, we believe the current skincare market is dominated by confusing marketing claims, leaving skincare

consumers with little more than subjective analyses or non-quantitative measures to assess a product before purchasing.

We founded Elevai

with the intention of offering cosmetics products built on over fifteen years of innovative stem-cell biotechnology and scientific development

by our Co-founders and Chief Executive Officer.

With this goal in mind, we developed a proprietary commercialization process for producing

and distributing non-invasive topical cosmetics products featuring our Elevai Exosomes™.

Our aptitude in biochemical research and

bioprocessing development coupled with a mission to provide scientifically backed skincare technology enables our high potential to become

one of the early movers in the medical aesthetics cosmetics industry with international reach.

We believe the potency and innovation

of our product lines will be supported by our early-study data which will facilitate a shift in the physician-dispensed market towards

the use of biotechnology to complement services provided within the medical aesthetics industry.

seek to revolutionize the physician-dispensed cosmetics skincare market by providing unmet consumer needs to aid those individuals receiving

services within the medical aesthetics industry through our innovative, but approachable skin-centric technology:

our Elevai Exosomes TM .

We believe we will be able to show that our exosomes provide aesthetic benefits and in turn can improve the appearance of skin that is

prone to temporary inflammation and damage normally experienced by individuals immediately after receiving cosmetic or medical aesthetic

procedures in either a physicians’ office, medical spa or by a licensed aesthetician.

Through our ongoing rigorous testing and

data analysis, we believe our products have the potential to demonstrate that they complement and enhance commonly performed cosmetic

procedures such as skin laser therapy, micro needling, rejuvenation peel, and Botox injections.

We believe our products have properties

that can reduce the appearance of post-inflammatory hyperpigmentation that typically follows cosmetic or medical aesthetics services,

such as laser therapy, micro needling and other minor ablative procedures.

We further believe that our products have the potential to

be used in a number of applications and other procedures beyond their current use.

For example, we are in the early stages of evaluating

the adjunctive use of our exosomes in the promotion of healthy hair growth cycles and noticeable improvement to hair appearance, fullness,

and thickness.

current cosmetic product formulations do not contain living cells, are patent pending and utilize our Elevai Exosomes TM .

Exosomes TM are nano-sized extracellular vesicles packed with growth factors that we believe support skin health, including

cytokines, peptides and other small molecules involved in the body’s natural healing.

Elevai Exosomes™ are the powerhouse

ingredient in all current Elevai products that we believe mimics the elegant repair process of the body alongside carefully selected

high-quality active ingredients, such as hyaluronic acid and ceramides, to help maintain skin health for any skin type.

While our products

contain no living cells, they leverage the novel use of ethically sourced and thoroughly tested, human umbilical mesenchymal stem cells

(“hUMSC”) that we culture under proprietary in vitro lab conditions and secrete Elevai Exosomes™ from.

Exosomes TM are produced from hUMSCs that are derived under current Good Manufacturing Practices (“cGMP”) conditions.

Our hUMSCs are rigorously tested from consenting, and carefully selected donors.

These hUMSCs then undergo cell expansion in vitro under

proprietary conditions in our state-of-the-art laboratory operated under cGMP compliance.

We specifically isolate hUMSCs from the Wharton’s

Jelly portion of umbilical cords because these stem cells’ conditioned media (“CM”) or stem cells’ secretome

is capable of resulting in exosomes with a protein profile that uniquely mimics the profile of proteins that these very young cells produce

naturally when supporting the body’s healing and repair process.

CM is a collective term for the paracrine soluble factors (a form

of cellular communication in which a cell produces to signal to induce changes in nearby cells) produced by stem cells and utilized for

intercellular communication.

The CM of the hUMSCs we source is made up of growth factors, exosomes, lipids, microvesicles, and nutrients.

Our hUMSCs are purified through our proprietary method, resulting in Elevai Exosomes TM .

Every product we develop originates

with a deep understanding of the skin, what healthy skin needs to look healthy, and how our next-generation, stem-cell exosome technology

can help maintain the appearance of healthy skin.

We specifically designed our Elevai Exosomes™ to be bottled in stable solutions

so they can be topically applied.

when cultured under the right conditions, produce nano-vesicles (~30-150nm) called exosomes, or extracellular vesicles.

Biologically,

exosomes are roughly spherical and made up of a lipid bilayer produced by the cell they originate from.

This lipid bilayer forms a protective

“shell” or outer casing, and within the “shell” exists the exosome payload containing molecules deposited there

by the cell that generated the exosome.

While exosomes are generated using some of the origin cell’s own cellular material, the

exosomes do not contain cells, nor are they explicitly cellular material.

Instead, exosomes represent a powerful, nano-sized, natural

delivery mechanism for protecting important biological factors and this enables them to be directed to where they are needed most.

use of exosomes has been found to penetrate the skin better, absorb more easily, and protect the active ingredients fused into our products,

including stem cell derived proteins, peptides, and growth factors.

the stratum corneum barrier:

a nano approach.

Drug Deliv Transl Res.

2013 Jun;3(3):205-8.

10.1007/s13346-013-0149-8.

Exosomes™ are produced in-house through our proprietary manufacturing process, called Precision Regenerative Exosome Technology™

or PREx™ Our PREx™ technology is based on over 15 years of stem-cell research, bioprocessing, pharmaceutical- and biotech-product

development by CEO and chief scientist Dr.

Through PREx™, we have produced exosomes that have been developed

into topical serums and creams which we believe aesthetically enhance the skin with a more youthful appearance.

maintain quality control over our Elevai Exosomes™ commercialization and manufacturing process, we only purchase hUMSCs that are

derived and banked by a cGMP-compliant third-party manufacturer.

We similarly produce our final products in an FDA-inspected, cGMP compliant

The hUMSCs are shipped to our laboratory where we similarly operate our lab under strict good laboratory practice (“GLP”)

protocols to produce the highest quality of exosomes for our products.

Not only are all our ingredients and products subject to multiple

quality control tests before bottling, but each lot is also tested, and batch numbered to enhance safety and traceability.

stem cell line is carefully derived and closely monitored throughout the process by highly trained personnel, only the highest quality

stem cells are used to generate Elevai Exosomes™.

If cells show any deviation in morphology or vitality, or any signs of contamination,

the cell lines and exosomes from those cells are discarded.

Currently, we are reliant on suppliers and manufacturers for both our raw

materials and formulations and packaging of our final products, however we may build up additional manufacturing capabilities to become

more vertically integrated.

To this end, we are currently exploring the possibility of acquiring products, technologies, or companies

to assist in our integrative goals.

believe that we are at the fore of the biotech aesthetic revolution by innovating new cosmetic products at a level of biotech and aesthetics

cosmetics research rarely observed in over-the-counter or physician-dispensed cosmetics skincare market.

Our patent pending flagship

Elevai E-Series™ products include Empower™ and Enfinity™ which are sold exclusively through our business-to-business

model channel and via our distribution agreements channel.

These products complement those individuals receiving services within the

medical aesthetics industry who are in need of cosmetics to improve the appearance of skin in addition to receiving aesthetics treatments.

Empower™ was developed to provide immediate post-treatment skin support and Enfinity™ for ongoing daily aftercare.

Both products

contain our patent-pending Elevai Exosomes™.

regenerative medicines, including those that may contain exosomes usually refers to the use of a cell or a gene therapy to actually repair

or replace damaged cells, tissues, or organs as opposed to enhancing the appearance of skin through cosmetics.

When these regenerative

medicines are advertised to repair, or replace damaged cells, or tissues while treating diseases and conditions in humans, they may be

regulated as drugs and biological products under the Federal Food Drug and Cosmetic Act (“FD&C Act”).

The FDA regulates

the interstate manufacture and distribution of certain biological products, and drugs derived from human cells, tissues and cellular

and tissue-based products or “HCT/Ps” under the Public Health Service Act (the “PHSA”).

Moreover, to lawfully

market a drug that is also a biological product, a biologics license must be in effect under the PHSA.

As of the date of this report,

we are not aware of any FDA approved exosome biological products or drugs for any use.

Our products are not considered a regenerative

medicine intended to be used to treat any disease or condition.

As a result, we do not believe our products qualify as HCT/Ps as it relates

to their intended use as defined by the FDA, we expect they will remain cosmetic products.

of our topical products are currently sold nationally under a business-to-business (“B2B”) model while others are currently

sold through our licensing and manufacturing agreements with third-party distributors to sell our products internationally in Kuwait,

Serbia, Albania, North Macedonia, Kosovo and Bosnia-Herzegovina (the “Balkans”), the Philippines and Vietnam.

As of the date

of this report, except for product sales made by our Vietnamese, and Canadian distributors, our distributors have not made any sales

under any of our active exclusive distribution agreements, and we have made no direct international sales.

However, On March 6, 2024,

we received notice from Health Canada that it reviewed the make-up of our cosmetic products and determined our products do not meet the

conditions for sale as cosmetics in Canada.

On March 18, 2024, we responded to Health Canada to dispute the determination and clarify

the materials Health Canada relied upon in order to make its determination.

As of March 18, 2024, and the date of this report, we are

continuing to communicate with Health Canada and have voluntarily stopped the sale of our products in Canada until a time that a resolution

can be reached with Health Canada with regard to how the products can be marketed in Canada.

Depending on the outcome of Elevai’s

engagement with Health Canada, Elevai products may become subject to additional regulatory requirements in order to be marketed in Canada.

This determination will impede sales in Canada until resolved and raises concerns about our future collaboration with our distributor,

Evolve Medical Inc.

products are primarily sold to medical practices or spas often overseen by licensed medical professionals through licensing agreements

in which those select outlets are required to provide proof of licensure and sign a reseller’s agreement.

These arrangements protect

our brand and are designed to ensure that our products remain positioned as professional luxury cosmetics products that are only sold

via partners with sufficient training and know-how to properly highlight the unique benefits that our topical products offer.

these licensed professionals or medical spa staff know when the topical application of our products is most beneficial to any affected

region of the skin following an in-office medical aesthetic treatment to aid and hasten the recovery process and to ameliorate the appearance

of inflammation.

In turn, licensed skincare professionals value their relationship with us, as it also protects them from unscrupulous

non-professional skincare resellers and online outlets that would simply undercut on price and endanger their repeat business.

that physicians and their trained staff are the best source of trustworthy skincare information.

Their deep understanding of the science,

chemistry and structure of skin gives them clinical insight to select the most effective cosmetics products for their clients such as

our cosmetics products.

addition to providing client-based physician practices, medical spas and licensed aestheticians with product, we offer complimentary

educational programs and webinars, and make appearances at medical aesthetic conferences to showcase our cosmetics products and latest

From time to time, our free informational sessions educate physicians on the variety of benefits carrying our cosmetics products

will have on their practices and patients, and under what circumstances it may be advantageous for physicians to implement use of our

cosmetics products.

We also host patient-driven events to help our physicians connect with those patients seeking to utilize our cosmetics

products which helps to grow their practices.

Often, we will also provide useful information and in-office literature on our cosmetics

products for those patients who may be interested in our products during a regular visit.

Moreover, to further expand our product reach

we have entered into a white-label supply contract and other regional and international supply contracts with select sales distribution

channel partners that distribute our Elevai branded products internationally or incorporate our proprietary Elevai Exosomes TM

into their own new product lines to reach customers globally.

our product lines become more pervasive, we anticipate working with additional distribution channel partners that will fuse our Elevai

Exosomes TM into diverse product offerings and increase our overall share of the cosmetics market.

Overview and History

has one wholly owned subsidiary, Elevai Research Inc.

(FKA Reactive Medical Inc.).

manage and operate a diverse portfolio of three wholly owned subsidiaries across the medical aesthetics and biopharmaceutical sectors:

● Northstrive

Biosciences Inc.

is a biopharmaceutical company focusing on the development and acquisition of cutting-edge aesthetic medicines and

therapeutic products.

Our lead asset, EL-22, is leveraging a first-in-class engineered probiotic approach to address obesity’s

pressing issue of preserving muscle while on weight loss treatments, including GLP-1 receptor agonists.

PMGC Research Inc.

based in Canada, is currently dedicated to medical scientific research and development efforts, utilizing Canadian research grants

and partnering with leading Canadian Universities to push the boundaries of innovation.

PMGC Capital LLC

is a multi-strategy investment firm focused on direct investments, strategic lending, and acquiring undervalued companies and assets

across diverse markets.

Its mission is to identify and seize high-potential opportunities, delivering sustainable growth and maximizing

returns on capital.

are dedicated to enhancing our portfolio through the acquisition of operating companies and innovative biotechnology assets that align

with our growth mission, while actively pursuing opportunities to foster growth and drive innovation.

of January 16, 2025, we completed the divestiture of the assets relating to our prior Elevai Skincare Inc.

Elevai Skincare

Inc., previously specializing in developing and commercializing physician-dispensed skincare products, is no longer part of our operations.

Post closing of the asset sale, we changed the name of Elevai Skincare Inc.

changed its name to PMGC Impasse Corp.

on January 17, 2025.

The Skincare asset divestiture enables us to dedicate more resources and time to advancing our initiatives and assets in larger markets

with unmet needs, creating greater growth opportunities for the Company and its shareholders.

Our efforts will focus on the clinical

development of biotechnology assets through NorthStrive Biosciences Inc.

while leveraging our R&D capabilities through PMGC Research

Moreover, this strategic shift positions us to actively explore and execute potential business acquisitions and high-value biotechnology

assets, further strengthening our portfolio and driving long-term growth.

PMGC Holdings Inc.

currently operates as a holding

company focusing on developing biotechnology assets, advancing novel science and discoveries through collaborative strategic research

and development partnerships.

We intend to find and acquire additional operating companies in agnostic sectors.

Biosciences Inc.

Biosciences Inc., a wholly owned subsidiary of PMGC Holdings Inc., is a biopharmaceutical company focusing on the development and acquisition

of cutting-edge aesthetic medicines and therapeutic products.

Currently, more than 40% of adults in the United States live with obesity

- a figure predicted to rise to approximately 50% by 2030.

Obesity is a leading risk factor for the development of serious health conditions,

including Type 2 diabetes and heart failure.

Goldman Sachs predicts that this epidemic will create a $100 billion market for anti-obesity

lead asset, EL-22, is leveraging a first-in-class engineered probiotic approach to address obesity’s pressing issue of preserving

muscle while on weight loss treatments, including GLP-1 receptor agonists.

EL-22 has completed a Phase 1 clinical trial in South Korea,

demonstrating it was generally well tolerated and safe in healthy volunteers.

No subjects dropped out due to adverse events and no statistically

significant difference was found between the intervention groups in the incidence of treatment emergent adverse events.

Elevai intends

to evaluate EL-22 for efficacy and safety in combination with popular weight-loss therapeutics currently on the market, with the goal

of decreasing fat mass while preventing the muscle wasting that commonly occurs with weight-loss drugs.

We are working towards filing

an IND with the FDA to test EL-22 in human subjects.

Our second asset, EL-32, is a preclinical engineered probiotic expressing dual myostatin

& activin-A and also being positioned for the muscle preservation space as a combination to weight loss treatments, including GLP-1

receptor agonists.

In a preclinical healthy mouse model, EL-32 demonstrated a statistically significant increase in Activin-A and myostatin

antibodies, confirming the efficacy using the ELISA test.

Research Inc .

Research Inc., a wholly owned subsidiary of PMGC Holdings Inc., is dedicated to advancing innovative research and development initiatives

in Canada by leveraging government grants and funding programs.

Through strategic collaborations with leading research institutions and

industry partners, PMGC Research Inc.

aims to accelerate scientific discovery and transform cutting-edge technologies into commercially

viable products.

Capital LLC, a wholly owned subsidiary of PMGC Holdings Inc., is a multi-strategy investment vehicle engaged in investing, lending and

pursuing diversified investment opportunities.

PMGC Capital LLC actively supports the growth and expansion of PMGC Holdings’ portfolio

The subsidiary’s dynamic investment approach is designed to capitalize on high yield returns on capital and investing

into and acquiring assets and companies that are undervalued.

Biosciences Products

Biosciences leverages a first-in-class engineered probiotic approach to address obesity’s pressing issue of preserving muscle while

on weight loss treatments, including GLP-1 receptor agonists.

Our lead asset, EL-22, has completed a Phase 1 clinical trial in South

Korea, demonstrating it was generally well tolerated and safe in healthy volunteers.

No subjects dropped out due to adverse events and

no statistically significant difference was found between the intervention groups in the incidence of treatment emergent adverse events.

results of EL-22 from a 2022 study demonstrated physiological (serum creatine kinase level), physical (body weight change), and functional

(rotarod test) improvements in the dystrophic features of mdx mice, a mouse model of Duchenne muscular dystrophy (DMD) 1 .

believes that EL-22 has the potential to treat obesity in combination with popular weight loss therapeutics, including GLP-1 receptor

agonists, by preserving muscle mass while decreasing fat mass.

We plan to submit an Investigational New Drug (IND) application in 2025

that utilizes the licensed asset EL-22 for efficacy and safety in combination with popular weight-loss therapeutics currently on the

market, with the goal of decreasing fat mass while preventing the muscle wasting that commonly occurs with weight-loss drugs.

bodies might require us to conduct preclinical bridge studies in order to pivot EL-22 from DMD to obesity indications.

second asset, EL-32, is a preclinical engineered probiotic expressing dual myostatin & activin-A and also positioned for the muscle

preservation space as a combination to weight loss treatments, including GLP-1 receptor agonists.

key companies are actively developing GLP-1 drugs for obesity and complementary treatments to address associated conditions such as muscle

These companies include:

Known for its GLP-1 drugs, Ozempic and Wegovy, Novo Nordisk remains a dominant player in the obesity drug market.

shown significant efficacy in weight loss and improving cardiovascular health.

Another major player with its GLP-1 drug, Mounjaro (tirzepatide), which has shown promising results in weight loss.

also acquired Versanis Bio, which is developing bimagrumab, a drug that helps increase lean muscle mass while reducing fat.

Developing danuglipron, an oral GLP-1 analog, aimed at carving out a niche in the obesity market with a more convenient dosing regimen.

Biohaven’t taldefgrobep is an investigational fusion protein targeting myostatin to impact skeletal muscle growth relevant to individuals

living with overweight and obesity.

Scholar Rock’s apitegromab is an inhibitor of the activation of latent myostatin, with the aim of improving patients’

motor function.

Scholar Rock is assessing apitegromab’s ability to preserve lean muscle mass in individuals on GLP-1 receptor agonist

therapy for obesity.

Veru’s enobosarm is an androgen receptor modulator, also known as a SARM, to address the loss of muscle in patients undergoing

weight loss therapy with GLP-1 drugs.

Sung DK, Kim H, Park SE, Lee J, Kim JA, Park YC, Jeon HB, Chang JW, Lee J.

A New Method of Myostatin Inhibition in Mice via Oral Administration

of Lactobacillus casei Expressing Modified Myostatin Protein, BLS-M22, Int.

2022, 23, 9059.

https://doi.org/10.3390/ijms23169059

companies are at the forefront of developing both GLP-1 drugs and complementary treatments to address the growing need for effective

obesity management and the prevention of muscle wasting associated with weight loss.

and Competitive Strengths

face competition from both commercialized obesity medications, as well as clinical candidates that are still in the development stage.

We believe the primary competitive factors in our favor for EL-22 & EL-32 are the following:

First-in-Class Approach and Early Results

Biosciences is developing EL-22, an engineered probiotic with myostatin antigens, to elicit an immune response that could help people

achieve substantial fat loss while preserving muscle mass.

Based on the generated preclinical data and the mechanism of the myostatin-activin

signaling pathway effect on muscle wasting, we believe that EL-22 has the potential to treat obesity in combination with GLP-1 receptor

agonists by preserving muscle mass while decreasing fat mass.

In the preclinical studies 1 :

showed a statistically significant increase in anti-myostatin IgG antibody concentration, where myostatin is a key negative regulator

of muscle growth.

showed a statistically significant decrease in creatine kinase levels, which indicates a decrease of muscle destruction.

administered to mdx mice, a mouse model of Duchenne muscular dystrophy, had improved physical activity and gross motor function, as demonstrated

by a longer duration during rotarod tests.

on the generated preclinical data and the mechanism of the myostatin-activin signaling pathway effect on muscle wasting, we believe that

EL-22 has the potential to treat obesity in combination with GLP-1 by preserving muscle mass while decreasing fat mass.

The Company intends

to complete an IND submission in 2025 and to initiate clinical trials in the U.S.

to evaluate the myostatin approach in combination with

one or more GLP-1 receptor agonists in obesity.

Our ability to proceed with human trials is contingent upon the FDA clearing the IND

Candidates’ Ease of Use and Convenient Oral Administration

believe our product candidates EL-22 and EL-32 would be the only oral myostatin formulations to date, making Northstrive Bioscience an

early mover in the emerging GLP-1 combination space for muscle preservation.

Existing approaches targeting obesity with combinations

to preserve muscle mass while on weight loss therapies are administered through injectable forms;

either subcutaneously or intravenously.

Although effective, many patients in general prefer orally administered medications over injections due to factors like convenience,

ease of administration, and fear of needles.

Our product candidates have been designed to be oral capsules to provide benefits without

any needling.

Biosciences’ strategy focuses primarily on the clinical development and commercialization of novel medicines for the treatment

of metabolic diseases, including obesity.

We will need substantial capital to support our drug development and any related commercialization

efforts for our drug candidates.

The key elements of our strategy are:

EL-22 & EL-32 for obesity.

DK, Kim H, Park SE, Lee J, Kim JA, Park YC, Jeon HB, Chang JW, Lee J.

A New Method of Myostatin Inhibition in Mice via Oral Administration

of Lactobacillus casei Expressing Modified Myostatin Protein, BLS-M22, Int.

2022, 23, 9059.

https://doi.org/10.3390/ijms23169059

metabolic drug pipeline is focused on the clinical development of EL-22, a first-in-class engineered probiotic approach to address obesity’s

pressing issue of preserving muscle while on weight loss treatments, including GLP-1 receptor agonists.

Currently, more than 40% of adults

in the United States live with obesity - a figure predicted to rise to approximately 50% by 2030.

1 Obesity is a leading risk

factor for the development of serious health conditions, including Type 2 diabetes and heart failure.

Goldman Sachs predicts that this

epidemic will create a $100 billion market for anti-obesity players.

GLP-1 drugs used in weight loss, such as Novo Nordisk’s Ozempic® (semaglutide) & Wegovy®(semaglutide) and Eli Lilly’s

Zepbound (tirzepatide), and Mounjaro® (tirzepatide) have transformed the obesity treatment landscape.

However, past studies of these

highly effective drugs show that up to 20-50% of the weight loss is due to loss of lean muscle.

is necessary for metabolism, strength, and physical function.

As a result, we believe that one of the key unmet needs in the current

obesity landscape is the avoidance of muscle loss while on weight loss treatments.

Northstrive Biosciences is developing EL-22, an engineered

probiotic with myostatin antigens, to elicit an immune response that could help people achieve substantial fat loss while preserving

second asset, EL-32, is a preclinical engineered probiotic expressing dual myostatin & activin-A and also positioned for the muscle

preservation space as a combination to weight loss treatments, including GLP-1 receptor agonists.

believe this urgent unmet medical need could be addressed by both EL-22 and EL-32, that may effectively prevent the loss of muscle mass

and increase the fat loss experienced by older patients receiving GLP-1 drugs for the treatment of obesity.

History and Structure

PMGC Holdings Inc.

three wholly owned subsidiaries, PMGC Research Inc.

(FKA Reactive Medical Inc.), Northstrive Biosciences Inc.

and PMGC Capital LLC.

Medical Labs Inc.

8 unchanged sentences

Elevai Research Inc.

is a wholly owned subsidiary of Elevai.

is a wholly owned subsidiary of the Company.

December 20, 2024, the Company re-domesticated to Nevada and changed its name to “PMGC Holdings Inc.”

June 2021, we entered into a stock transfer agreement with Reactive, whereby we purchased substantially all of the assets and liabilities

6 unchanged sentences

September 2022, Reactive changed its name to Elevai Research Inc.

On January 10, 2025, Elevai Research Inc.

changed its name to PMGC

Research Inc.

Industry and Other Research-Based Data

Market and Industry

currently distribute our cosmetics products through three distinct channels, including business-to-business and direct-to-consumer sales

channels where we sell our products directly within the United States and through our distribution sales channel where we sell our products

directly to distributors with international or regional reach under exclusive and non-exclusive territorial agreements.

We have employed

a combination of multiple distribution channels via distribution agreements, online direct-to-consumer and directed business-to-business

channels to optimize our sales reach and strategy.

specifically place our products with physicians’ offices and medically directed businesses through our business-to-business model

channel via our online sales portal, and our trained direct sales force comprised of employed, and independently contracted aesthetic

account managers.

Consumers are increasingly looking to their physicians for advice on cosmetic product selection because they are overwhelmed

by the marketing hype that often creates unrealistic expectations and some degree of consumer confusion.

Gradually, we believe consumers

are also looking for individualized skin care regimens and want to know from their physicians, what works and what does not.

to the business-to-business sales channels, our products are available for purchase direct-to-consumer via our digital retail website.

Our products are also distributed within the physician-dispensed cosmetics skincare market through both exclusive and non-exclusive distribution

term ‘physician-dispensed’ refers to a sales channel where cosmetics products are exclusively sold in physician clinics or

medically directed businesses by licensed medical professionals or that have a medical professional on staff.

We include medical spas

under this category such as standalone, or hospitality-affiliated clinics focused on cosmetic treatments such as injections, micro needling,

and some plastic surgery services.

Cosmetic products like ours are only available through a medically-directed business and are geared

towards nourishing, protecting and supporting healthy looking skin.

cosmetic products are highly sought after by consumers making them one of the fastest growing segments of the personal care market.

We believe consumers often turn to cosmetics to enhance the appearance of dull or aging skin and to brighten the skin by lessening

the appearance of a myriad of aesthetics concerns such as unwanted pigmentation, acne, melasma and rosacea because these consumers view

these products as alternatives to medications and often try cosmetics products before seeking medicinal solutions.

Physicians also value

well designed, topical skincare products formulated and manufactured with our biotechnology for their complementary aesthetic effects

in conjunction with medications to improve skin appearance and to enhance the benefits of in-office procedures.

Most of our product sales

are within the physician-dispensed market through business-to-business channels, chiefly to dermatologists, plastic surgeons, and other

physicians who are focused on medical aesthetics and therapeutic skincare, including some physicians practicing in medical esthetician

Our products complement those medical aesthetics services provided in these professional settings.

business-to-business sales channel within the physician-dispensed cosmetics skincare market utilizes both online sales, and our trained

direct sales force comprised of employed, and independently contracted aesthetic account managers.

This business-to-business sales channel

is distinct from our leverage of non-exclusive distribution agreements third-party distributors or resellers, who in turn sell our products

to end customers.

Under distribution agreements our relationship between the seller and the buyer is more indirect, because our distributors

serve as an intermediaries, however we believe scaling our product lines through larger distribution sales channels will lead to faster

brand expansion, recognition and market reach.

Our direct-to-consumer channel allows our cosmetic products to remain conveniently available

to those consumers without the need to visit a medically directed business to make a purchase, or prefer the ease of purchasing our products

objective of the medical aesthetics industry is to offer medical education and care in a setting that includes spa facilities as well

as conventional, complementary, and/or alternative aesthetics-focused therapies and cosmetic treatments.

These medical aesthetics services

include cosmetic procedures such as micro needling, Botox injections, anti-wrinkle and fine line reduction therapies, acne surgery, fillers

and facial and massage services performed with highly specialized lasers and instruments.

Beauty & Personal

Care 2023-2026 | Statista.

Products and Products in Development

products rely on Elevai Exosomes TM that are derived from, ethically sourced and thoroughly tested, human umbilical mesenchymal

stem cells (“hUMSCs”) originating from umbilical cord tissue.

Our products include Empower™ and Enfinity™, two

post-skincare procedure care serums that target the face and neck, and upper chest regions which are sold exclusively through our business-to-business

model channel and via our distribution agreements channel.

currently purchase our hUMSCs for our products from third parties that source umbilical tissue from consenting donors and are manufactured

under cGMP conditions.

We infuse our product lines with exosomes derived from these hUMSCs which are replete with growth factors.

January 16, 2023, we entered into a License Agreement (the “EMx License Agreement”) with INmune Bio, Inc., a Nevada corporation

Under the License Agreement, INmune granted the Company certain worldwide exclusive and non-exclusive license

rights to develop, manufacture, and commercialize INmunes’s EMx technology, (“EMx”) a proprietary equipment, processes

and consumables useful for isolation and cGMP manufacture of hUMSCs for a period of ten years from the effective date of the EMx License

Agreement (collectively, the “Field”).

cosmetic topical products do not contain any living cells but do include our Elevai Exosomes TM .

That is because Exosomes are

not actually cells.

Rather, they are cellular byproducts that are tiny, subcellular, membrane-bound vesicles approximately 30-150 nanometers

These vesicles are released by and can be derived from almost all cell types, including hUMSCs, whereas growth factors are

signaling proteins that assist in hydrating and nourishing skin and do not by their nature have any form of protective envelope or encapsulation

In comparison, exosomes are the delivery mechanism or envelope in which proteins (including growth factors), lipids, and other

factors are contained within and can be applied topically to skin.

Most notably, hUMSCs’ secretome produced by stem cells, also

known as their conditioned media (“CM”) contain exosomes, proteins, growth factors, cytokines and other substances.

competing products have attempted to synthetically use growth factors to recreate the messaging process from hUMSCs’ CMs, including

recombinant bacteria, peptides, and/or small molecules.

However, we believe many of these synthetic modalities are ineffective due to

their lack of protection or encasement, which our Elevai Exosomes TM provide.

Without protection, many synthetic modalities

may end up undelivered due to their size, charge, shape, which we believe would not result in positive impact on existing skin concerns

or bring skin a more youthful and healthy appearance.

Instead, we believe a well-constructed exosome can overcome the deficiencies of

synthetic versions.

Our platform technology intentionally utilizes hUMSCs derived from umbilical cords of healthy full term newborns.

These cells are then triggered under laboratory-controlled in vitro culture conditions to produce a reliable and consistent exosome ingredient

harnessed by our Elevai Exosomes TM which support skin health.

Our statements herein regarding our topical cosmetic and exosome-containing

serums have not been reviewed or approved by the FDA.

At this early stage, the continued success of the early positive results of our

products is highly subjective to consumers and we have yet to complete clinical validation studies to demonstrate support for any performance

claims of our products, such as their ability to aesthetically improve the skin.

than try to synthetically design a specific ingredient or synthetic protein or peptide one at a time, we instead rely on hUMSCs’

innate ability to assist in nourishing, protecting and supporting healthy looking skin in the form of their derived exosomes.

PREx™ process, we believe our ethically sourced hUMSCs utilize multiple triggering modalities and protocols, enabling us to create

multiple types of exosome messages or message profiles, each suited for a different purpose to enhance the texture and appearance of

For example, just as an individual would expect their stem cells to produce exosomes to help them smooth skin texture and replace

lost moisture, we expect to trigger similar exosomes, isolate and purify them, and then provide them topically in our product lines in

order to nourish, protect and support healthy looking skin.

We believe our in vitro culture process to create Elevai Exosomes TM

leverages this natural support to the moisture recovery and feeling of rejuvenation to skin, as opposed to pulling together a manmade

CM which is essentially an educated guess at what that message construction should look like.

Many of these synthetic CMs are utilized

by our competitors alongside the addition of peptides or growth factors tied to improving skin appearance, which we believe does not

make up for their inferior product design.

hUMSCs are triggered under proprietary laboratory conditions via our PREx™ process so as to result in the secretion of exosomes

that carry a variety of proteins, including growth factors and calming cytokines which we then purify and capture to include in our topical

Elevai Exosomes TM that we secrete are about 1/100 th the diameter of a cell and their lipid bilayer protects

their contents while also helps them to be absorbed by the skin and support the skin’s moisture barrier.

We believe that our products

promote and support healthy support skin rejuvenation of the skin’s moisture barrier that will help skin look and feel healthy

by topically providing growth factors tied to maintaining the skin’s moisture barrier and promoting the appearance of a more radiant

and even toned complexion that often decreases with age.

the skin ages there is often an increase in the appearance of age-related pigments and fine lines and wrinkles.

This appearance may be

attributable to diet, genetics, or environmental/lifestyle factors such as the sun or smoking but it generally occurs naturally with

age and causes the skin’s repair systems to break down which may result in visual signs of aging or disease.

Working together in

harmony we believe hUMSC derived growth factors encapsulated in exosomes have the potential to reduce the appearance of aging by supporting

the skin’s natural moisture barrier.

Our in-house laboratory experience has shown that when we expose the hUMSC-derived growth

factors to artificially aged skin, or when we specifically trigger those growth factors using our proprietary PREx™ processes,

we are then able to topically deliver growth factors back to skin, so that it appeared to be firmer and youth as if the skin had naturally

and abundantly created those growth factors on its own.

our experience, the process of hUMSC derived growth factors being repeatedly introduced and absorbed by skin over time often results

in skin appearing more youthful as if the skin was expressing proteins typical of younger skin.

have integrated the use of stem cell exosomes into our initial product line:

our Elevai Post Treatment E-Series™.

The E-Series™

is comprised of two post-skincare procedure care products that target the face and neck, and upper chest regions.

Our products include

Empower™-, and Enfinity™-serums, which are sold exclusively through our business-to-business model channel and via our distribution

agreements channel.

We aim to disrupt the post-procedure market with these products by providing a best-in-class system of topicals that

work to complement the aesthetic results of in-office procedures, such as laser skin resurfacing or peels, microdermabrasion, or microneedling,

among other procedures.

Both E-Series™ products contain our Elevai Exosomes TM , those ultra-small, nanoparticle compartments

packed with growth factors known to support skin health alongside hyaluronic acid, vitamin C, ceramides, niacinamide, glutathione and

a proprietary blend of peptides to promote our formulations support both skin complexion and appearance.

Our Empower™ serum retails

at $149 per tube and wholesales for $596 for an eight-product pack.

Our Enfinity™ serum retails at $299 a bottle and wholesales

for $149 a bottle.

Our products are sold as complementary to in-office procedures and are provided at the option of our physician client

or at the request of that physician’s customer.

In most cases the customer is being examined by the physician beforehand to determine

the procedure.

Often the customer is purchasing our Enfinity™ serum to precondition the skin prior to the procedure.

of the procedure a medical professional applies the Empower™ serum post-procedure.

Then the customer is recommended to continue

using Enfinity™ at home within 24 to 48 hours of the procedure.

products are being dispensed in two different models that are complementary to the service provided.

In the first model the physician

client includes our products in the price of the entire procedure.

In the other models the physician client recommends both products

and the patients decide whether they would like to add one or both products.

In both models the physician client buys the product at

the foregoing price points.

The physician client retains the difference in between the wholesale price and the suggested retail price.

statements herein regarding our Empower™, and Enfinity™ topical cosmetic and exosome-containing serums have not been reviewed

or approved by the FDA.

For a discussion of certain risks and governmental regulation related to these products, see “Part 1.

Risk Factors—Risks Related to Our Products Legal and Regulatory Risks” below.

is our after-treatment topical product that supports skin health and promotes an even toned complexion.

Empower™ serum is a concentrated

serum, designed specifically for a one-time application post ablative procedures and treatments such as such as post mid-depth chemical

peels, post micro needling, and post injectables.

The ingredient-rich formulation is designed to support the skin’s moisture recovery

and improve the appearance of the health of the skin while promoting the appearance of healthy skin texture.

is our after-treatment topical product that supports the appearance of healthy skin and is designed to promote an even toned complexion.

Empower™ serum is a concentrated serum, designed specifically for application post ablative procedures and treatments such as such

as energy device treatments, mid-depth chemical peels, micro needling, or injectables.

Enfinity™ is our continuing care product

that we recommend for daily use.

Our Enfinity™ daily serum is a stable serum for at-home daily use that contains a blend of Elevai

Exosomes TM combined with complementary stem cell growth factors.

This daily product contains complimentary skincare ingredients

designed to support the appearance of healthy skin including Elevai Exosomes TM , vitamin C, hyaluronic acid, and copper peptides.

Our exosome-based products, Enfinity™ are designed to remain shelf stable, are subject to minimal degradation over time when used

and stored as directed, and do not require freezing or reconstitution prior to each use.

We believe that our Enfinity™ serum with

repeated use catalyzes healthier looking, and more balanced skin tone and texture, offering results that visibly reduces the appearance

of age-related pigment and fine lines.

further believe that our products have the potential to be used in a number of applications and other procedures beyond their current

For example, we are in the early stages of evaluating the adjunctive use of our exosomes in the promotion of healthy hair growth

cycles and noticeable improvement to hair appearance, fullness and thickness.

Similarly, on November 28, 2023, we entered into a collaboration

and license agreement (the “Collaboration Agreement”) with Yuva BioSciences, Inc., a Delaware corporation (“Yuva”).

Under the Collaboration Agreement, we have agreed to collaborate with Yuva on the research, development, manufacture and commercialization

of a potentially new cosmetic product for Company’s aesthetics skincare offerings.

See “Our Product Development and Manufacturing

Process” for more information.

December 2021, we achieved positive results from two multi-week clinical dermal safety evaluations of our Empower™ serum and Enfinity™

For the dermal safety evaluations, Essex Testing Clinic, Inc.

(“Essex”) conducted two separate single-center,

semi-occlusive patch test trials to evaluate the irritation and sensitization potential of our Empower™ serum and Enfinity™

daily serum in 56 healthy adult male and female volunteers.

The studies utilized cumulative as well as repeat insult patch designs, which

aim to provide a standard assessment of cutaneous tolerability and safety.

The studies’ results demonstrated our Empower™

serum and Enfinity™ daily serum were topically well tolerated.

There was no irritation or sensitization caused by our Empower™

serum and Enfinity™ daily serum at any time during the course of the evaluations, and no adverse events and no severe or serious

adverse events were reported.

January 2022, we entered into a white label non-exclusive authorized global distribution agreement and trademark license agreement with

the premier aesthetic device company DermapenWorld Inc..

DermaPenWorld are makers of the DermaPen micro needling device and have an established

customer base across many geographies.

When pressed onto skin, DermaPenWorld’s high quality micro needling device encourages collagen

production but causes minor levels of skin trauma and redness.

Our Elevai Exosomes™ infused products offer synergistic value to

DermapenWorld’s device because our products may be applied afterward to support recovery and enable consumers to conclude their

treatment session with what we believe to be less visible redness and faster comfort levels.

Under the agreement, DermapenWorld agreed

to purchase minimum quantities of Elevai Exosomes™ to be included as a key ingredient within DermapenWorld’s “Dp Dermaceuticals TM

Meso-Glide EXO-SKIN TM ” products that will be distributed globally, spanning across Europe, Asia, Africa, the Americas

and Australia.

DermapenWorld’s Dp Dermaceuticals TM product line was specifically developed to be used when performing

microneedling, which are now enhanced by ELEVAI Exosomes™, along with our Enfinity™ daily serum, which will be packaged in

DermapenWorld’s Dp Dermaceuticals TM packaging.

The DermapenWorld distribution agreement requires a royalty to be paid

for sales within the United States or Canada.

In FY 2021 the DermapenWorld distribution agreement formed none of our overall revenue

and in FY 2022 no sales under the DermapenWorld distribution agreement were recorded within the United States or Canada.

In FY 2022 and

FY 2023 sales recorded outside of the United States and Canda under the DermapenWorld distribution agreement formed part of our overall

Because of the foregoing, we did not receive any revenue attributable from royalty payments.

On June 26, 2023, pursuant to the

terms of our white label non-exclusive authorized global distribution agreement and trademark license agreement with DermaPenWorld, we

sent a termination letter to DermaPenWorld providing notice that we will not renew the distribution agreement and trademark license agreement

upon their expiration.

The termination notice was effective as of the end of business on January 16, 2024.

August 2022, we entered into a non-exclusive authorized distribution agreement with one of the preeminent manufacturers and distributors

of innovative aesthetic medical device technologies and clinical grade skincare, Refine USA, LLC (“Refine”).

Under the agreement,

Refine may purchase unlimited quantities of Elevai Exosomes™ and distribute them throughout the United States to their network

of consumers and physicians.

times, because of our limited internal research and development capacity, we outsource portions of our product research and development

and have joined force with Raydus Research Inc.

(“Raydus Research”), a contract research organization (“CRO”)

under a formal statement of work to analyze the cell population our cultured hUMSCs produce under varied in-vitro culture conditions

and the concentration of exosomes contained therein.

Any data resulting from our CRO under this agreed upon statement of work is our

with Raydus Research, we are utilizing a number of advanced analytical techniques to help us improve our current processes

and keep our brand at the forefront of exosome products.

To analyze our exosomes, we utilize NanoSight, a nanoparticle tracking analysis

instrument so we may evaluate the proteomic characteristics (or characterization of the protein makeup) of our exosomes.

thorough process we access the make-up of our finalized exosomes while balancing the efficiency of different adjustments to our cell-culturing

production process.

Taking the time to note the variability in our production based on establishing notable and favorable characteristics

of the exosomes produced from those variations help keep our final products optimized.

Our analysis is dependent on analyzing characteristics

such as those exosomes’ nanoscopic scale (or nanoscale) which is often dependent on the unique culture techniques we may subject

our hUMSCs to.

Through these measurements, we can better understand those processes that lead to optimal production of exosomes from

our hUMSCs that exhibit characteristics that are most effectively absorbed and utilized topically.

We will further conduct this analysis

from time to time to perform quality control on our processes to confirm the size and distribution of our exosomes and so that we are

generating the best possible exosome products under the most efficient production conditions.

NanoSight is one of a few technologies

to detect the size of exosomes and count them and group them or graph out their distribution.

This also helps us to identify whether

our process results in fully intact exosomes or if under our culturing process, we may have damaged our hUMSCs.

Any such damage tends

to release apoptotic bodies (or damaged cells), and allows us to modify our purification process, which can remove most apoptotic bodies.

Since we are able to identify those processes that produce the best possible quality exosomes, we are able to remain confident that our

products continue to work the way we expect them to.

Raydus Research

is integral to our research and development to assist in media formulation.

With their assistance, we better understand how to trigger

the stem cells into producing the right exosomes and in the right quantities.

The media we use to grow the stem cells is constantly being

fine-tuned with different growth factors to determine what the right ratios should be and which growth factors that are needed to best

optimize our production process.

Raydus Research’s analysis allows us to understand how reproducible our production process

from batch to batch is, but also gives us quantitative analysis for how we can best culture our hUMSCs and perfect our PREx™ process.

addition to the above, we are actively seeking potential strategic partnerships in the medical aesthetics skincare market that may add

value to our product lines and broaden our distribution.

Between February and December of 2023, we entered into five high-volume distribution

agreements in Canada, Vietnam, the Philippines, the Balkans and Kuwait.

As of March 18, 2024, and the date of this report, we no longer

distribute or advertise our products in Canada through our distribution agreement until a time that a resolution can be reached with

Health Canada with regard to how the products can be marketed in Canada.

Depending on the outcome of Elevai’s engagement with Health

Canada, Elevai products may become subject to additional regulatory requirements in order to be marketed in Canada.

However aside from

expanding sales of our current products, we also plan to continue to invest in our research and development capabilities which will assist

in the expansion of manufacturing and marketing new flagship products in addition to our E-Series™ product line through our Collaboration

Agreement and through independent research and testing.

As of the date of this report, we have several pipeline products in the early

development stages that we intend to complement our current product offerings.

Product Development and Manufacturing Process

currently lease a lab and office space within a larger facility that contains over 5,000 square feet of clean lab space where we manufacture

exosomes and run daily business operations that are staffed by trained biochemical engineers from some of the top US medical colleges.

All lab staff participate in a stringent training program and detailed standard operating procedures are followed throughout the entire

commercialization process with multiple checks in place throughout to promote the quality of our product lines.

have exclusively developed our manufacturing process through our management team’s experience in developing and curating the production

needed for our robust skin care products, which we believe provides us with a competitive edge.

Success in manufacturing our Elevai Exosomes TM

requires refined processes that are reliable, scalable, and economical.

In our lab, we grow our ethically sourced stem cells and

trigger them such that they produce exosomes under our proprietary method.

We take the exosome ingredient from our lab to our formulator

on a non-exclusive basis who follows our specified parameters to support our exosomes’ ability to maintain our high quality and

integrity standards.

We maintain manufacturing scalability and flexibility through our in-house exosome process that we closely monitor

to promote quality control in the commercialization of all of our proprietary product concepts.

In January 2023, we

entered into the EMx License Agreement under which we were granted worldwide exclusive and non-exclusive license rights to develop, manufacture,

and commercialize EMx technology which will allow us to isolate and independently engage in the cGMP manufacture of hUMSCs for a period

of ten years from the effective date of the License Agreement.

of the date of this report, we own or have an agreement in principle for the right to purchase the related manufacturing processes, and

methods with our third-party vendors.

We also maintain an agreement with our formulator which provides us with the right to purchase

the product formulas.

Moreover, we also oversee our leased laboratory space in California which operate under Good Laboratory Practices

(“GLP”) and adhere to cGMP for the production of our Elevai Exosomes TM .

Similarly, our products are formulated

by a third-party in an FDA inspected facility that adheres to GMP guidelines because GMP guidelines promotes the manufacture of our products

at the highest recommended safety and quality standards for cosmetic products.

July 2023, we expanded a portion of our laboratory space by an additional 721 square feet in order to store additional materials which

in turn enables us to stage larger batches of our Elevai Exosomes TM and increase the amount of Elevai Exosomes TM

we can produce per production-run via our Precision Regenerative Exosome Technology TM , or PREx™ Technology.

expanded space, we estimate our batch size has increased about 50%, therefore we can manufacture about 50% more of our Elevai Exosomes TM

per production-run.

We believe this expansion will increase our efficiency by enhancing our ability to meet a particular target

production level during the timeframe in which we set such a target and with less production-runs via PREx™.

Expanding the batch

size enables more time in between batches for us to plan, scale, and focus on research and development activities.

rental facility contains multiple cell and tissue culture suites containing biosafety cabinets and cell culture incubators.

does our facility provide a significant amount of cold storage and processing space that permit large-scale culture of hUMSCs and the

ability to mass produce of stem cell-derived exosomes but allows us to perform cryo-preservation, cryo-storage, various forms of microscopy

and cell analysis.

Some additional key features of our rental facility include 24/7 security, advanced climate control, increased cold

storage, additional cell culture and R&D suites to perform supplemental in-house research.

have also collaborated with third parties such as through our Collaboration Agreement with Yuva under which we will conduct joint trials

in order to evaluate Yuva’s licensed compound’s effect on improving the appearance of skin.

Under the Collaboration Agreement,

we obtained the non-exclusive, nontransferable, non-assignable, royalty-bearing rights and a license, with the right to sublicense certain

of Yuva’s intellectual property to develop, manufacture and commercialize cosmetic products that contains Yuva’s proprietary

compound and any of the Company’s exosome-based ingredients, or products under which exosomes serve as a carrier for Yuva’s

proprietary compound in the United States, Canada and other mutually agreed to territories .

of our rental facility operate under strict aseptic conditions following GLP standards which are used for cell culture and production

of the company’s proprietary stem cell exosomes for topical applications while other portions of the lab provide access to a cGMP

suite for ultra-pure, medical-grade research and development.

Because we maintain the unique capacity to isolate and hUMSCs for use in

preclinical and clinical trials and have access to cGMP labs alongside stem cell research and development labs with class II biosafety

cabinets and the latest cellular research and production technologies, we are able to not only focus on cosmetic topical products for

the physician-dispensed cosmetics skincare market but also address and explore clinical applications of these products in the future.

manufacturing process begins once we receive ethically sourced and thoroughly tested hUMSCs, from consenting donors who are themselves

rigorously questioned and tested for communicable diseases.

Elevai purchases hUMSCs from third-party cGMP sources in the US and in the

UK where the Wharton’s Jelly portion of the hUMSCs are captured and extracted within twenty-four hours of a full-term healthy birth.

Wharton’s Jelly is a mucous connective tissue primarily made up of hyaluronic acid and chondroitin sulfate and the main purpose

of Wharton’s jelly is to provide insulation and protection to the umbilical cord.

These properties make our use of these cord derived

cells ideal for our commercialization process.

This is because these stem cells’ conditioned media (“CM”) or stem cells’

secretome is capable of resulting in exosomes with a protein profile that uniquely mimics the profile of proteins that these very young

cells naturally produce when supporting healing and repair process that we believe complement the aesthetic results of our serums in

improving the appearance of the skin.

work with multiple suppliers to source our high quality hUMSCs for research and development, which are provided after isolating those

hUMSCs from multiple umbilical cords under specific proprietary conditions where cell expansion and cryopreservation is utilized, followed

by creation of a master and working cell bank under cGMP.

A master cell bank (“MCB”) is a uniform, well-characterized, and

carefully preserved set of cells.

These cells are derived from a single, well-defined source.

The advantage of establishing a MCB is

to ensure that set of cells serves as the primary stock of cells from which all subsequent cell banks (e.g., working cell banks) and

final products are derived.

We believe that establishing a MCB is essential for ensuring the consistency, and quality because there are

less variations for characterization and increased quality control of the MCB.

The formation of an MCB involves rigorous testing for

identity, purity, potency, and stability, as well as screening for the presence of any contaminants, such as bacteria, fungi, viruses,

or mycoplasma.

Similarly, using multiple cords to source our hUMSCs from a blend of Wharton’s Jelly MSCs from ten or more donor

cords ensures that any gene expression issues or donor to donor variability is diluted out, protecting from causing variability in our

final product.

Using a mixture of donors helps to normalize any issue with any single donor and we believe it to improve our batch consistency

and limit the impact of any deficiencies from a single donor.

of the date of this report, we rely on one supplier to source hUMSCs for our cosmetic products under a non-exclusive supply agreement

in principle for the proprietary production of hUMSCs with INmune Bio International Ltd (England) (“INmune UK”).

agreement exists in principle at the time of this report, and we operate through purchase orders.

INmune UK has developed a proprietary

know how manufacturing process that reliably produces clinical grade cGMP quality hUMSCs.

INmune UK’s hUMSCs are rigorously tested

for common sources of contamination (bacterial and fungal contamination) as well as for a wide variety of viruses, including HIV, Hepatitis,

Herpes, and current known viruses that are standard to test for when blood or tissue is donated for transplant.

These hUMSCs are express

shipped to our lab in California on dry ice, where we keep them cryopreserved until processing using PREx™.

hUMSCs are thereafter subjects in our proprietary production process called Precision Regenerative Exosome Technology TM , or

PREx™ Technology, which is used to produce Elevai Exosomes™.

Cell therapy and biotech companies also currently utilize this

same technique of combining multiple, well tested lots of donor cells to promote reliable, consistent production of their cell-based

products and this represents the current standard for safety, aesthetic results, and reproducibility for cell-based therapies.

from this well tested cell bank of Wharton’s Jelly hUMSCs, we utilize proprietary cell culture techniques to trigger the production

of our Elevai Exosomes TM through proprietary controlled in vitro culture conditions.

The conditions in which Elevai Exosomes™

are secreted are designed to simulate what young healthy stem cells experience when damage to the skin occurs.

Thereafter, we filter

out cells and cell debris, and work to isolate exosomes and nanoscale growth factors that are then further purified and stabilized to

formulate our products which are rich in Elevai Exosomes TM .

our lab, we transfer our Elevai Exosomes TM to an FDA inspected cGMP-compliant formulator who specializes in the formulation

and manufacture of prescription, over-the-counter pharmaceutical, and cosmetic products.

This formulator produces our products pursuant

to our specifications under our non-exclusive agreement.

The manufacturer is required by law and by our manufacturing standards to comply

with current Good Manufacturing Practices.

Elevai pre-qualifies its manufacturers and formulators and works only with manufacturer’s

that are FDA inspected.

This requires our formulators to test both their ingredients and final products for quality, traceability and

safety per FDA recommended GMP guidelines for cosmetic products.

Additionally, these guidelines include testing each ingredient prior

to use in a formulation as well as testing the final product produced for microbial contamination.

Once with our formulator, the Elevai

Exosomes TM are processed into final formulations and stabilized in a temperature-controlled environment where they are combined

with ingredients at a low shear forces and controlled potential of Hydrogen (“pH”) to promote stability.

Additionally, the

final formulations are preserved using minimal preservatives, kept in viscose solution to prevent effects of shear forces in the downstream

processes, such as during transport or rapid temperature fluctuations that may result in the breaking down of exosomes.

These final formulations

are placed into opaque containers which help protect from oxidation through a sealed and double walled airless pump and final products

are stored in a temperature-controlled warehouse prior to being brought to market.

We have and will continue to devote significant resources

to process development and manufacturing scale-up to optimize process robustness and success rates in developing our Elevai Exosomes

TM and other potential product candidates, as well as to reduce per-unit manufacturing costs and enable us to further enhance

our scale for regional and global sales.

infused with our Elevai Exosomes TM , our products require no additional specialty manufacturing capabilities or unique, sole-source

This reduces our dependence on any single manufacturer.

and Marketing

the United States, we are primarily a B2B distributor and sell and market our skincare products to top-end dermatologists, plastic surgeons,

medical spa owners and other physicians who are focused on aesthetic and therapeutic skincare.

As of the date of this report, we primarily

sell and market through our team of eight independent contractors or aesthetic account managers (“AAMs”) and direct sales

force of six full time AAMs.

This team is led by our director of aesthetic clinical education.

Currently we maintain domestic sales coverage

in the Pacific Southwest including Texas, Atlantic Northeast including New England, the Atlantic Southeast, and Midwestern regions of

the United States.

Our AAMs receive ongoing education in both our product lineup and sales strategies, which we believe prepares them

for progression to regional sales managers within their designated regions.

Following this advancement, our sales strategy involves subdividing

the aforementioned territories, with our aim to staff a minimum of one AAM per state in the United States.

We believe this subdivision

will continue in alignment with our growth trajectory, in order to provide each of our territories with dedicated support from our AAMs,

who are trained to provide premium, personalized service.

Furthermore, we are committed to implementing a structured engagement plan,

including 30-60-90 day calling schedules and setting tailored sales goals for each AAM.

These objectives will be adjusted based on both

the geographical scope and the market potential of each AAM’s territories.

medical professionals we sell to dispense our products in-office directly to their patients, a distribution method commonly referred

to as the “physician-dispensed” channel.

Additionally, we have broadened our sales channel to include our cosmetic product

offerings at medical spa locations to their customers who receive micro-needling, and laser treatments.

our professional clients receive a markup on each of our products that they sell to customers of their practices.

We believe our professional

clients financially and strategically benefit by collecting a margin and competitively adding a new income stream and distinguishing

product-line to their practices’ milieu.

Additionally, we offer these professional clients the ability to sell our products directly

to their customers through our online store where capture a percentage of the sale.

We also sell our products nationally on a business-to-business

basis through our sales representatives.

We believe that our market position in the physician-dispensed channel presents us with the

opportunity to increase the market share of our existing products and to launch a range of new products.

Moreover, we believe the physician-dispensed

distribution model ultimately results in higher patient satisfaction because it is better suited to the provision of system-based skin

care than traditional distribution channels.

We have built long-term relationships with skin health professionals based on the success

of our products during the first few formative years since launching our Elevai Post Treatment E-Series™.

We will continue our

sales and marketing efforts aimed at helping physicians understand how our products can meet growing patient demand for effective skin

care treatments, thereby generating additional sources of revenue for physician practices.

Furthermore, we believe that our product offerings,

and our experienced sales force, uniquely position us to benefit from growth in the number of physicians who dispense skin care products

directly to their patients.

2023, we established three core strategic imperatives to drive our collective marketing and branding campaigns with an overarching goal

of opening new physician accounts specifically in the fields of dermatology and plastic surgery.

In doing so, we intended to grow our

product footprint to grow our month-over-month sales by adding new accounts each month and growing monthly sales in those accounts.

three core strategies included (i) accelerating our branding through product awareness, (ii) focusing on product differentiation and

our unique value proposition, and (iii) building well-regarded clinical evidence alongside key opinion leader (“KOL”) advocacy

for our current and future products.

2024 our strategic imperatives are built on the framework and the momentum gained in 2023 with our core business-to-business strategy.

Our growth strategy for 2024 has now expanded to include a new direct-to-consumer sales channel which together with a potential product

expansion may drive an effective marketing-led growth strategy designed to produce additional revenue on both the core business-to-business

and direct-to-consumer sales channels.

We plan to continue to leverage our core strategic imperatives of accelerating brand and product

awareness, focusing on differentiation and unique value propositions, and building clinical evidence alongside key opinion leader advocacy

among dermatologists and plastic surgeons.

addition to the foregoing relationships with our core physician practices, we plan to continue accelerating our company, brand, and product

awareness through multiple marketing channels.

These include driving traffic to our branded website through advertising and paid media.

These media partners include but not limited to print and digital advertisements, social media advertising, and email marketing and social

media campaigns.

Our ongoing email campaigns include keeping our current accounts and leads updated regarding our brand and products,

and we plan to expand social media presence on TikTok to reach new audiences.

Other valuable marketing includes accelerating our industry-specific

advertising and sponsorships at key conferences, ten of which we have identified opportunities for in 2023 alone.

Additionally, we attempt

to create and build relationships with our physician’s clients through these physicians displaying and marketing our products to

their patients.

We believe that physicians and their trained staff are the best source of trustworthy skincare information.

understanding of the science, chemistry and structure of skin gives them clinical insight to select the most effective products for patients

such as ours.

To support this effort, we offer educational programs and webinars on our products and patient events to help these physicians

grow their practices.

We also offer in-office materials on our products for their patients, as an organic form of direct-to-consumer

advertising in addition to public relations programs for patient referrals.

Together these paid advertisements, conference sponsorships,

public webinars and in-office education represents an important part of our overall marketing and advertising strategy.

Overall, we believe

educating current and potential consumers will drive consumer inclination to request our products from their physician to drive organic

demand and market penetration.

brand our current and future products, we believe focusing on our differentiation and unique value proposition will set us apart for

maximized growth and new and evolving partnerships.

We plan to expand unbranded and branded product education for our aesthetic account

managers and KOLs in order to position our brand as a leader in the physician-dispensed cosmetics space with both exosome biotechnology

and engineering expertise.

This cohesion amongst our key representatives will differentiate our brands from competitors at every stage

with our source to skin manufacturing and technology.

From there, we will propel our brand forward to promote a clear value proposition

and business value for Elevai with our team and KOLs in lockstep.

Ultimately, we believe this strategy will demonstrate to our current

and prospective physician accounts how our brand can bring value to their practice as a business.

we intend to build clinical validation study evidence and brand our products through a groundswell of KOL advocacy to establish and expand

on core clinic data for our E-Series™ product line and eventual product entrants.

As we authenticate and build up quantitative

data for new publication opportunities, we plan to validate our product offerings through additional medical aesthetic device pairings.

Our ability to form device company collaborations provides additional authenticity and validation amongst larger companies in adjacent

cosmetics or aesthetics industries.

Our endorsements through branded partnerships will further support KOL development and advocacy through

ongoing education and peer-to-peer opportunities including wider endorsements of the Elevai brand to drive physician adoption.

A well-developed

combination of our core KOLs and co-branding opportunities will present the Elevai brand with the ability to retain a broader reach in

the physician-dispensed industry and more of the market share.

Internationally,

we have the ability to sell our products through authorized wholesale distributors.

As of the date of this report, we have not made any

direct international sales.

Instead, our Vietnamese, Philippines and Canadian distributors have sold our products and are three out of

a number of distributors with whom we have entered into exclusive and non-exclusive distribution agreements.

Under this distribution

agreement channel, we sell our products to a distributor, who resells our products to the physician practice customers after placing

their order in a designated territory that is either exclusive or non-exclusive to that distributor.

In 2022 alone, we signed a white

label non-exclusive authorized global distribution agreement with premier aesthetic device company DermapenWorld Inc.

and a non-exclusive

distribution agreement with medical device technologies manufacturer and clinical grade skincare distributor, Refine USA, LLC.

February and December of 2023, we entered into five high-volume distribution agreements in Canada, Vietnam, the Philippines, the Balkans

and Kuwait whereby those distributors are permitted to promote, market, sell and distribute our products within their designated countries.

Under these exclusive distribution agreements, we granted each a nonexclusive, nontransferable, royalty free license to use our branded

products and marketing literature.

As of March 18, 2024, and the date of this report, we no longer distribute or advertise our products

in Canada through our distribution agreement until a time that a resolution can be reached with Health Canada with regard to how the

products can be marketed in Canada.

Depending on the outcome of Elevai’s engagement with Health Canada, Elevai products may become

subject to additional regulatory requirements in order to be marketed in Canada.

Except for product sales made by our Vietnamese, and

Canadian distributors, as of the date of this report, our distributors have not made any sales under any of our exclusive distribution

Growth Strategy

believe we have the potential to be one of the most disruptive brands in the physician-dispensed cosmetics skincare market.

the early stages of new product development and have significant room to grow by attracting more consumers to the brand, making our current

products more widely available and offering more innovative products to our consumers.

We expect the United States to be the largest

source of our growth over the next few years and see ample opportunity to expand in select international markets.

We also believe we

have an opportunity to improve our margins through greater operating leverage and efficiency once we begin distributing our product more

Technology and Research :

believe we are one of the first to adapt stem cell technology from cGMP grade hUMSCs to produce purified extracellular vesicles, also

referred to as exosomes into topical skincare products to capture market share in the high growth physician-dispensed cosmetics skincare

This strategy is not only based on our understanding of consumers’ interest in the appearance of a quicker post-procedure

recovery, but our research into what the physician-dispensed cosmetics skincare market is currently lacking and our belief in our products’

ability—based on early imaging data leveraging quantitative analysis and visual assessments of photographic progress photos.

imaging study data is gathered utilizing an advanced imaging and analysis device made by Canfield Scientific, called “VISIA”.

This complexion analysis system captures high-quality, standardized images that are monitored following a medical aesthetic procedure

at regular intervals to assess redness, discomfort, tone, texture, wrinkles, and other measures of skin appearance.

2020, we have invested in the creation of a commercial process that began in 2022 which leverages the use of hUMSCs to produce extracellular

vesicles, or exosomes in our products because not only do these factors have the ability to enhance the appearance of the skin, but they

can do so without the tumorigenic or ethical concerns associated with the use of embryonic stem cells or induced pluripotent stem cells.

Because we recognized the potential of utilizing hUMSCs for the skin, it was natural for us to utilize them as the basis for formulating

our products.

In addition, we entered into the EMx License Agreement in January 2023 under which

we were granted worldwide exclusive and non-exclusive license rights to develop, manufacture, and commercialize EMx technology which

will allow us to isolate and independently engage in the cGMP manufacture of hUMSCs for a period of ten years from the effective date

of the EMx License Agreement .

The investment in the use of hUMSCs and extraction of exosomes found therein is founded on our belief

that our products can improve the appearance of skin prone to appearing temporarily red and puffy that is normally experienced by consumers

while attending to their aesthetics needs in physicians’ offices or medical spa.

Visionary and Experienced Management Team:

have made significant investments in our business over the past four years by building our own exosome manufacturing lab, hiring top

talent to help us build functional and streamlined capabilities in our commercialization process.

Our management team comes from leading

international skincare companies, with world-class research, marketing, and e-commerce experience to implement growth strategies and

drive operational improvements.

and Product Expansion :

plan to continue to grow our young brand’s reputation.

We plan to continue to expand our brand by attending events, presenting

at scientific and medical aesthetic and cosmetic skincare conferences, engaging in our Collaborative Agreement with Yuva, and conducting

clinical validation studies to further validate the aesthetic results of our products.

We believe what differentiates us from many traditional

cosmetics companies is our lean, but aggressive ability to make fast market-driven decisions and execute with quality control standards.

We believe we have a major speed-to-market advantage over many other companies because of our size and aptitude in bioprocessing.

Similarly, we are highly responsive to market-trends alongside physician and aesthetics consumer needs alike.

We will continue to leverage

our executional excellence as we combine our aptitude in stem cell research and bioprocessing while seeking to become the preferred partner

of our key customers.

Additionally, we have a robust product pipeline that we believe is likely to address the many evolving needs of

customers, physicians, and clinicians in the aesthetic and cosmetics market ultimately increasing our branding and the number of customers

Should any of our pipeline products over perform, especially those product lines that may focus on aesthetic needs other than

skin appearance it may be advantageous for our branding to spin off those product lines and further focus on our core market:

skin improvement

and appearance.

Expansion, Production Capacity, and International Growth :

strategic focus remains on the physician-dispensed cosmetic skincare market while embracing a broader sales channel approach.

successfully expanded our sales channels to include direct-to-consumer e-commerce on our own website.

This expansion allows us to reach

customers directly, offering them comprehensive product information, a seamless purchase experience, and exclusive online offerings.

We have also made our products available for purchase through our medical-spa, physician and physician group partners’ websites.

We believe being featured on a variety of partner websites will strengthen our brand and provide a unique direct-to-consumer e-commerce

model via our business-to-business relationships where our e-commerce partners receive a share of product purchase revenue.

our business-to-business model will strengthen our relationships with our physician partners, while an eventual e-commerce model broadens

our market exposure and drive traffic and conversion to our other social media profiles.

Additionally, we expect our current and prospective

exclusive and non-exclusive distribution agreements to penetrate global markets and pique consumer interest not typically within our

current reach.

We believe both our products and white-label products can drive new market demand for our brand in those international

markets that our distribution partners sell our products in.

Qiu G, Zheng G, Ge M,

Wang J, Huang R, Shu Q, et al .

Functional proteins of mesenchymal stem cell-derived extracellular vesicles.

Stem Cell Res Ther.

have transitioned to a biotechnology holding company focused on acquiring, licensing, and developing biotechnology assets across various

pharmaceutical indications.

Our business model consists of two primary components:

Capital LLC, our multi-strategy investment vehicle, which seeks to generate revenue through capital deployment in undervalued biotechnology

assets, structured financings, and public and private market investments.

NorthStrive Biosciences Inc., our biotechnology subsidiary focused on advancing clinical-stage assets toward regulatory approval and commercialization.

ZJ, BleichSN, Cradock AL, Barrett JL, Giles CM, Flax CN, Long MW, GortmakerSL.

Projected U.S.

State-Level Prevalence of Adult Obesity

and Severe Obesity.

N Engl J Med 2019;381:2440-2450.

https://www.nejm.org/doi/full/10.1056/NEJMsa1909301.

the anti-obesity drug market could grow to $100 billion by 2030.

https://www.goldmansachs.com/insights/articles/anti-obesity-drug-market.html.

JA, Henson J, King JA, Yates T, Khunti K, Davies MJ.

A Review of the Effects of Glucagon-Like Peptide-1 Receptor Agonists and Sodium-Glucose

Cotransporter 2 Inhibitors on Lean Body Mass in Humans.

Endocrinol Metab (Seoul).

2019 Sep;34(3):247-262.

10.3803/EnM.2019.34.3.247.

part of this strategic shift, we no longer operate in the physician-dispensed cosmetics or medical aesthetics markets.

Instead, our focus

is on developing and acquiring biotechnology assets that address critical unmet medical needs.

global biotechnology market continues to grow, driven by advancements in gene therapies, regenerative medicine, and biologics.

to market research, the global biotechnology industry was valued at approximately $1.37 trillion in 2022 and is expected to grow at a

CAGR of 12.8% from 2023 to 2030.

28 This expansion is fueled by rising R&D investments, regulatory approvals, and the increasing

adoption of biotechnology-based therapies.

biopharmaceutical sector, which includes therapeutic proteins, monoclonal antibodies, and cell & gene therapies, represents a significant

share of this growth.

The market for gene therapies alone is expected to exceed $25 billion by 2028, with companies rapidly advancing

clinical-stage assets in oncology, metabolic diseases, and neurodegenerative disorders.

weight-loss drug market has also emerged as a high-growth sector, with GLP-1 receptor agonists such as Novo Nordisk’s Ozempic®

and Eli Lilly’s Mounjaro® driving unprecedented demand.

Goldman Sachs projects the anti-obesity drug market could reach $100

billion by 2030.

30 However, research indicates that up to 40% of weight loss from GLP-1 drugs comes from lean muscle loss,

creating an unmet need for therapies that preserve muscle mass during treatment.

Lead Asset - EL-22:

A Myostatin-Targeting Probiotic for Obesity and Muscle Preservation

is currently developing EL-22, an engineered probiotic expressing myostatin antigens, designed to elicit an immune response that helps

preserve muscle mass while promoting fat loss.

Based on preclinical data and the role of myostatin-activin signaling in muscle metabolism,

we believe EL-22 has the potential to:

existing GLP-1 receptor agonists (e.g., Ozempic®, Wegovy®, Mounjaro®) by reducing muscle degradation while facilitating fat

muscle function and physical endurance, addressing key concerns associated with weight loss treatments.

studies demonstrated that EL-22:

● Significantly

increased anti-myostatin IgG antibody concentration, blocking myostatin-a known negative regulator of muscle growth.

creatine kinase levels, indicating lower muscle destruction.

physical activity and motor function in mdx mice, a model for Duchenne muscular dystrophy (DMD).

intends to submit an Investigational New Drug (IND) application for EL-22 in 2025 and initiate clinical trials in the U.S.

its potential in combination with GLP-1 receptor agonists for obesity treatment.

However, human trials are contingent upon FDA clearance

of the IND submission.

PMGC Capital LLC driving investment revenue and NorthStrive Biosciences Inc.

advancing clinical assets like EL-22, our business is well-positioned

to capitalize on emerging opportunities in biotechnology.

By focusing on strategic acquisitions, clinical development, and high-growth

markets, we aim to enhance shareholder value and establish PMGC Holdings as a leader in biotechnology innovation.

Biotechnology

Market Size Report, 2023-2030.

(Grand View Research)

Therapy Market Growth, 2028.

(Fortune Business Insights)

the Anti-Obesity Drug Market Could Grow to $100 Billion by 2030.

(Goldman Sachs)

JA, Henson J, King JA, Yates T, Khunti K, Davies MJ.

A Review of the Effects of Glucagon-Like Peptide-1 Receptor Agonists on Lean Body

Mass in Humans.

Endocrinol Metab (Seoul).

2019 Sep;34(3):247-262.

10.3803/EnM.2019.34.3.247.

DK, Kim H, Park SE, Lee J, Kim JA, Park YC, Jeon HB, Chang JW, Lee J.

A New Method of Myostatin Inhibition in Mice via Oral Administration

of Lactobacillus casei Expressing Modified Myostatin Protein, BLS-M22.

2022, 23, 9059.

intend to expand the production capacity of our products and to develop new pipeline products in response to a number of potential growth

factors, including:

our organic growth, the development of research and development of pipeline products, and the expected increase in

our product popularity, expansions of our distributor networks and channels through exclusive and non-exclusive international distributional

agreements, and other potential strategic partnerships with industry leaders.

Moreover, in addition to and as a result of the foregoing

growth factors we expect an increase in orders for our products and a continuous rise in sales volume in the future based on our market

research and estimates.

To keep pace with this rise in sales volume, we anticipate the need to expand our production capacity in 2025.

This expansion will enable us to meet our projected demand and we anticipate doubling our production capacity would cost between $1,500,000

and $2,000,000.

This additional capital would cover our expenses relating to expanded capacity, including increased rent, additional

lab equipment, and an increase to our overall headcount.

We expect increasing our production capacity will lower manufacturing costs

through economies of scale and improve overall cost-efficiency and profit margins.

Ultimately, we can provide our products at a competitive

price, especially to cost-sensitive physicians or medical spa owners, and consumers in the skincare aesthetics market, who may be relatively

new to the concept of medical aesthetics cosmetic skincare.

expect to expand our product offerings in response to this estimated growth, which are subject to additional costs.

To expand a single

pipeline product, we currently estimate capital requirements of approximately $250,000 for equipment to support the initial development

of that product.

We further estimate an additional $100,000 worth of funds to arrange for the testing protocol, clinical validations

and to fully launch any product at scale.

We estimate the operational framework to prepare for the launch of a pipeline product such

as a topical haircare product, would take six to twelve months of development work with an additional four to six months to fully scale

such product before an official product launch.

We estimate that this pipeline development and scaling effort would not likely begin

until the end of quarter one of 2024 and conclude until quarter two of 2025.

This estimate depends on whether we may need to expand our

operations and development work of any new pipeline product, which is dependent on the results of the development work, continued research

and initial rounds of validation testing.

we directly distribute our products in the United States through both our business-to-business and direct-to-consumer sales channels

and licensing and manufacturing agreements with third-party distributors that include our products in their suite of domestic and international

sales through our sales distribution channel.

Under this sales distribution channel, we sell our products to a distributor, who resells

our products to the physician practice customers after placing their order in a designated territory that is either exclusive or non-exclusive

to that distributor.

We have broadened our sales channel to include our cosmetic product offerings at medical spa locations throughout

the United States, many of which are housed inside boutique and upscale hotels.

In March 2023, we entered negotiations to provide our

cosmetic products to the spa operator.

In May 2023, we began supplying a number of that company’s medical spa locations that provide

ablative services such as micro-needling, and laser treatments.

bolster our regional sales, we entered into a non-exclusive authorized distribution agreement in August 2022 with Refine USA, LLC (“Refine”),

one of the preeminent manufacturers and distributors of innovative aesthetic medical device technologies and clinical grade skincare.

Under the agreement, Refine may purchase unlimited quantities of our topical cosmetics subject to minimum order size limits and distribute

them throughout the United States to their network of consumers and physicians.

As we continue to enhance our own United States sales

channels, we are focused on bringing on third-party distributors in key large international markets, such as Canada, Europe, Brazil,

Southeast Asia and the Middle East.

We also plan to drive the distribution of our products through strategic relationships in specific

countries, such as Japan.

To continue growing in the physician-dispensed market, we intend to onboard more direct sales representatives

that can reach geographic markets we currently do not have a presence in and partner with cosmetic device companies to co-market and

sell our products.

To this end, in January 2022, we signed a white label non-exclusive authorized global distribution agreement with

premier aesthetic device company DermapenWorld, which expanded the reach of our branding and serum integration.

Under a ‘white

label’ agreement our products or ingredients may be combined with another company’s ingredients or products and sold under

that company’s brand name.

Essentially, under these arrangements we provide products or ingredients that can be customized with

branding and packaging to match the branding of the company that will be selling the product directly.

Pursuant to that white label agreement,

we provide a shared distributor wholesale quantities of our serums that are formulated together with DermapenWorld’s and products

which are marketed globally subject to previously agreed upon key performance indicators.

In addition, February and December of 2023,

we entered into five high-volume distribution agreements in Canada, Vietnam, the Philippines, the Balkans and Kuwait whereby those distributors

are permitted to promote, market, sell and distribute our products within their designated countries.

Under these exclusive distribution

agreements, we granted each a nonexclusive, nontransferable, royalty free license to use our branded products and marketing literature.

Because we are entering new markets under each contract, we also arranged for each distributor to assist us in obtaining any required

registrations, licenses and other applicable governmental approvals necessary to import, sell and distribute our products at our expense.

As of March 18, 2024, and the date of this report we have voluntarily stopped the sale of our products in Canada through our distribution

agreement following a communication from Health Canada determining that our products do not meet the conditions for sale as cosmetics

As of March 18, 2024, and the date of this report, we are continuing to communicate with Health Canada and have voluntarily

stopped the sale of our products in Canada until a time that a resolution can be reached with Health Canada with regard to how the products

can be marketed in Canada.

Depending on the outcome of Elevai’s engagement with Health Canada, Elevai products may become subject

to additional regulatory requirements in order to be marketed in Canada.

This will impede sales in Canada until resolved and raises concerns

about our future collaboration with our distributor, Evolve Medical Inc.

Moreover, on June 26, 2023, pursuant to the terms of our white

label non-exclusive authorized global distribution agreement with DermaPenWorld, we sent a termination letter to DermaPenWorld providing

notice that we will not renew the distribution agreement upon its expiration.

The termination notice was effective as of the end of business

on January 16, 2024.

commercially viable, as our manufacturing process becomes more vertically integrated partially through the EMx License Agreement, we

may expand our business model to provide mesenchymal stem cells (MSCs) to companies needing MSCs, large-scale stem cell culturing, or

those companies developing MSC-derived products.

This expanded role would position the company as a contract manufacturer and distributor

of MSCs because we may become a dependable and well-regarded source of exosomes enriched cosmetic products which have been designed for

topical application to assist in the recovery after the delivery of medical aesthetic services.

Nonetheless, we aim to remain focused

on developing and marketing topical products that are enhanced by unique stem cell derived additives and possibly expand from there into

other high-science aesthetic skincare applications, given our biochemical engineering and bioprocessing prowess and ability to manufacture

laboratory-based skincare additives ourselves.

Thus, any expansion into our role as a manufacturer and distributor of MSCs would only

come to fruition if funding and bandwidth were such that we felt we met all our aesthetic market goals and had remaining capacity, or

we identified an overwhelming interest and opportunity to benefit from such a paradigm shift.

In expanding under this strategic channel,

we would likely partner, license, or outsource any non-aesthetics-based business so as not to complicate or defocus our Elevai product

are committed to developing and protecting our intellectual property and, where appropriate, filing patent applications to protect our

Since our establishment, we have focused on building an established brand for our products to achieve brand recognition and

to increase our market share.

We believe that increased brand awareness will increase sales and sales margins and improve customer loyalty.

We have consistently marketed our products under the Elevai brand.

rely on a combination of patent, copyright, trademark and trade secret laws and other agreements with employees and third parties to

establish and protect our proprietary intellectual property rights.

We require our officers, employees and consultants to enter into

standard agreements containing provisions requiring confidentiality of proprietary information and assignment to us of all inventions

made during the course of their employment or consulting relationship.

We also enter into nondisclosure agreements with our commercial

counterparties and limit access to, and distribution of, our proprietary information.

As of the date of this report, we have 15 registered

trademarks inclusive of 12 global trademarks and 3 United States trademarks, and 15 trademark applications pending, 2 registered domain

names, 1 patent, 2 pending US patent applications, and 3 pending International Patent Corporation Treaty (“PCT”) patents.

Precision Regenerative Exosome Technology™, or PREx™, process is used to produce Elevai Exosomes™ and the exact process

remains a trade secret.

We have strategically decided to not pursue a patent around the process.

of the date hereof, we have 18 full-time employees.

The following table sets forth the number of our employees by function:

of Employees (1)

Research and Development

Financial Department

Branding/Marketing

This figure does not include

our approximately 8 independently contracted aesthetic account managers, as of the date of this report.

provide employee benefits for each employee which include medical, unemployment, and work injury compensation.

employees have not formed any employee union or association.

We have developed various methods to train our employees adequately for

the functions they perform and are aware of the laws and regulations affecting our industry.

Our success depends on our ability to attract,

retain, and motivate qualified employees.

We endeavor to offer employees competitive compensation packages and a positive, dynamic, and

creative work environment.

We believe that we maintain a good working relationship with our employees and have not experienced any difficulty

in recruiting staff for our operations.

https://doi.org/10.3390/ijms23169059.

more than 40% of adults in the United States live with obesity - a figure predicted to rise to approximately 50% by 2030.

Obesity is a leading risk factor for the development of serious health conditions, including Type 2 diabetes and heart failure.

Sachs predicts that this epidemic will create a $100 billion market for anti-obesity players.

GLP-1 drugs used in weight loss, such as Novo Nordisk’s Ozempic® (semaglutide) & Wegovy®(semaglutide) and Eli Lilly’s

Zepbound (tirzepatide), and Mounjaro® (tirzepatide) have transformed the obesity treatment landscape.

However, past studies of these

highly effective drugs show that up to 40% of the weight loss is due to loss of lean muscle.

is necessary for metabolism, strength, and physical function.

As a result, we believe that one of the key unmet needs in the current

obesity landscape is the avoidance of muscle loss while on weight loss treatments.

PMGC is developing EL-22, an engineered probiotic

with myostatin antigens, to elicit an immune response that could help people achieve substantial fat loss while preserving muscle mass.

on the generated preclinical data and the mechanism of the myostatin-activin signaling pathway effect on muscle wasting, PMGC believes

that EL-22 has the potential to treat obesity in combination with GLP-1 receptor agonists by preserving muscle mass while decreasing

In the preclinical studies, 27

showed a statistically significant increase in anti-myostatin IgG antibody concentration, where myostatin is a key negative regulator

of muscle growth.

showed a statistically significant decrease in creatine kinase levels, which indicates a decrease of muscle destruction.

administered to mdx mice, a mouse model of Duchenne muscular dystrophy, had improved physical activity and gross motor function,

as demonstrated by a longer duration during rotarod tests.

on the highlighted preclinical data, PMGC believes that EL-22 has the potential to treat obesity in combination with GLP-1 by preserving

muscle mass while decreasing fat mass.

The Company intends to complete an IND submission in 2025 and to initiate clinical trials in the

to evaluate the myostatin approach in combination with one or more GLP-1 receptor agonists in obesity.

Our ability to proceed with

a human trial is contingent upon the FDA clearing the IND submission.

ZJ, BleichSN, Cradock AL, Barrett JL, Giles CM, Flax CN, Long MW, GortmakerSL.

Projected U.S.

State-Level Prevalence of Adult Obesity

and Severe Obesity.

N Engl J Med 2019;381:2440-2450.

https://www.nejm.org/doi/full/10.1056/NEJMsa1909301.

the anti-obesity drug market could grow to $100 billion by 2030.

https://www.goldmansachs.com/insights/articles/anti-obesity-drug-market.html.

JA, Henson J, King JA, Yates T, Khunti K, Davies MJ.

A Review of the Effects of Glucagon-Like Peptide-1 Receptor Agonists and Sodium-Glucose

Cotransporter 2 Inhibitors on Lean Body Mass in Humans.

Endocrinol Metab (Seoul).

2019 Sep;34(3):247-262.

10.3803/EnM.2019.34.3.247.

DK, Kim H, Park SE, Lee J, Kim JA, Park YC, Jeon HB, Chang JW, Lee J.

A New Method of Myostatin Inhibition in Mice via Oral Administration

of Lactobacillus casei Expressing Modified Myostatin Protein, BLS-M22, Int.

2022, 23, 9059.

https://doi.org/10.3390/ijms23169059.

Biosciences Products

Biosciences leverages a first-in-class engineered probiotic approach to address obesity’s pressing issue of preserving muscle while

on weight loss treatments, including GLP-1 receptor agonists.

Our lead asset, EL-22, has completed a Phase 1 clinical trial in South

Korea, demonstrating it was generally well tolerated and safe in healthy volunteers.

No subjects dropped out due to adverse events and

no statistically significant difference was found between the intervention groups in the incidence of treatment emergent adverse events.

results of EL-22 from a 2022 study demonstrated physiological (serum creatine kinase level), physical (body weight change), and functional

(rotarod test) improvements in the dystrophic features of mdx mice, a mouse model of Duchenne muscular dystrophy (DMD) 1 .

PMGC believes that EL-22 has the potential to treat obesity in combination with popular weight loss therapeutics, including GLP-1 receptor