What changed in this filing

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Item 9A. Controls and Procedures

2025-03-28 compared with 2024-03-29 · 1589 added, 1103 removed, 854 unchanged (76% of the section changed)

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reporting in accordance with requirements applicable to public companies.

Historically, Elevai had not retained a sufficient number

of professionals with an appropriate level of accounting knowledge, training and experience to appropriately analyze, record and disclose

Historically, Elevai had not retained a sufficient number of

professionals with an appropriate level of accounting knowledge, training and experience to appropriately analyze, record and disclose

accounting matters under U.S.

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Our management identified the following material weakness in our internal control over financial reporting:

We have insufficiently

designed and operating controls surrounding the accounting policies and controls, including standardized reconciliation schedules

to ensure the company’s books and records are maintained in accordance with GAAP.

have insufficiently designed and operating controls surrounding the accounting policies and controls, including standardized reconciliation

schedules to ensure the company’s books and records are maintained in accordance with GAAP.

Notwithstanding

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in Internal Controls over financial reporting

change in our internal control over financial reporting occurred during the fiscal year ended December 31, 2023 that has materially affected,

or is reasonably likely to materially affect, our internal control over financial reporting.

change in our internal control over financial reporting occurred during the fiscal year ended December 31, 2024, that has materially

affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Other Information.

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Company has adopted an insider trading policy governing the purchase, sale, and/or other dispositions of the Company’s securities

by directors, officers and employees, or the registrant itself, that have been designed to promote compliance with insider trading

laws, rules and regulations, and Nasdaq’s listing standards.

by directors, officers and employees, or the registrant itself, that have been designed to promote compliance with insider trading laws,

rules and regulations, and Nasdaq’s listing standards.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Directors, Executive Officers and Corporate Governance.

following table sets forth certain information with respect to our directors, executive officers and significant employees:

following table sets forth certain information with respect to our directors, executive officers and significant employees as of March

Executive Officers:

Chief Executive Officer, President and Director

Graydon Bensler

Chief Financial Officer and Director

Hatem Abou-Sayed, MD

Chief Medical Officer and Director

Brenda Buechler

Chief Marketing Officer

Christoph Kraneiss

Chief Commercial Officer

Chief Executive Officer, Chief Financial Officer and

Braeden Lichti

Chairman of the Board

Non-Executive Directors:

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of the Nominating Committee.

director is currently named as Chair.

Each of our directors serves for a term of one year ending on the date of the subsequent annual

meeting of stockholders following the annual meeting at which such director was elected.

Notwithstanding the foregoing, each director

is to serve until his or her successor is elected and qualified or until his death, resignation or removal.

Our Board appoints our officers,

and each officer is to serve until his or her successor is appointed and qualified or until his or her death, resignation or removal.

Plews PhD , Chief Executive Officer

Plews is one of our co-founders and has served as our Chief Executive Officer since our inception.

Plews is also serves as President

and Director of the Board of the Company.

Plews led the acquisition of Reactive Medical Labs Inc and the development and design of

Elevai Exosomes TM .

After completing his undergraduate in biochemical engineering at University College London in the UK, Dr.

Plews worked as part of Pfizer’s bioprocess development group before returning to academia for his doctorate in Stem Cell Research

and Molecular Biology.

He was recruited by Stanford’s School of Medicine and worked under Dr.

Joseph Wu, now head of the American

Heart Association, and Joe Gold, who was previously Senior Director at Geron Corporation.

After completing a certification from Stanford’s

Graduate School of Business, Dr.

Plews worked as a product and project manager in the biotech field, developing and launching projects

to help researchers and clinicians, before eventually transitioning into entrepreneurship and the founding of Elevai.

to cofounding Elevai, Dr.

Plews was a senior leader in product management for the oncology division of Natera Inc from 2019-2021,

where he led the launch and expansion of Natera Inc.’s first oncology product, Signatera.

Signatera is a personalized cancer diagnostic

based on next generation sequencing cellular data.

Before Natera Inc., from 2015-2019, Dr.

Plews served as Chief Scientific

Officer of Xytogen Biotech Inc., which produced FACTORFIVE Skincare and a number of white label cosmetic and/or aesthetic products for

the physician-dispensed market.

Prior to Xytogen Biotech Inc., From 2014-2016 Dr.

Plews served as a Global Product Marketing

Manager for Becton, Dickinson and Company, focusing on development of products for scientific and regenerative medicine researchers,

as well as participating in business development and merger and acquisition activities.

Plews holds a Bachelor of Engineering and Engineering Doctorate from University College London and completed his post-doctoral research

at Stanford University in Stem Cells and Regenerative Medicine.

Bensler, CFA , Chief Financial Officer

Bensler has served as our Chief Financial Officer since our inception.

Bensler is a financial professional and analyst with over

seven years of experience in financial consulting and management for both private businesses and US/Canadian publicly traded companies

and is a Chartered Financial Analyst (CFA).

Bensler Co-founded an Ed Tech curriculum management and scheduling company that

was implanted in academic schools in Canada and the United States.

From 2017 to 2019, Mr.

Bensler was an account manager at a leading

Canadian investor relations firm where he represented publicly traded companies across a wide range of sectors where he worked directly

with investment banks, investment brokers and company executives and directors.

During his tenure, Mr.

Bensler created and conveyed messaging

about his clients’ strategic position in the market and successfully guided several companies through multiple financings.

of our directors serves for a term of one year ending on the date of the subsequent annual meeting of stockholders following the annual

meeting at which such director was elected.

Notwithstanding the foregoing, each director is to serve until his or her successor is elected

and qualified or until his death, resignation or removal.

Our Board appoints our officers, and each officer is to serve until his or

her successor is appointed and qualified or until his or her death, resignation or removal.

Bensler, CFA , Chief Executive Officer, Chief Financial Officer and Director

Bensler has served as our Chief Executive Officer since June 2024 and Chief Financial Officer since inception and a director since June

Bensler is a financial professional and analyst with over seven years of experience in financial consulting and management

for both private businesses and US/Canadian publicly traded companies and is a CFA Charterholder (CFA) In 2017, Mr.

Bensler Co-founded

an Ed Tech curriculum management and scheduling company that was implanted in academic schools in Canada and the United States.

2017 to 2019, Mr.

Bensler was a Senior Associate at Evans & Evans, a Canadian boutique investment banking firm where he led valuations

and going public transactions for Canadian and United States companies.

In this capacity, Mr.

Bensler gained strong knowledge of the

capital markets, public company compliance requirements, and regularly interfaced with regulators, auditors, board and executive management.

Bensler has also been a director of publicly traded Health Logic Interactive Inc.

(TSXv:CHIP) since 2020.

Bensler was an account manager at a leading Canadian investor relations firm where he represented publicly traded companies

across a wide range of sectors where he worked directly with investment banks, investment brokers and company executives and directors.

During his tenure, Mr.

Bensler created and conveyed messaging about his clients’ strategic position in the market and successfully

guided several companies through multiple financings.

From 2019 to 2021, Mr.

Bensler was a Senior Associate at Evans & Evans, a Canadian

boutique investment banking firm where he led valuations and going public transactions for Canadian and United States companies.

capacity, Mr.

Bensler gained strong knowledge of the capital markets, public company compliance requirements, and regularly interfaced

with regulators, auditors, board and executive management.

Bensler was also a director of publicly traded Health Logic Interactive

(TSXv:CHIP) from 2020 to 2024.

We believe that Mr.

past experience as our Chief Financial Officer, his familiarity with both the banking and the financial consulting sectors and his having

served as an account manager for similarly situated companies makes him a qualified director for our Company.

Bensler’s past experience as our Chief Financial Officer, his familiarity

with both the banking and the financial consulting sectors and his having served as an account manager for similarly situated companies

makes him a qualified director for our Company.

Bensler received his Bachelor of Management and Organizational Studies degree from the University of Western Ontario, with specialization

in Finance, and is a CFA Charter holder.

Abou-Sayed , MD, MBA, FACS, Chief Medical Officer

Hatem Abou-Sayed (“Dr.

Tim Sayed”) is one of our co-founders and has served as our Chief Medical Officer since our inception.

Sayed is a double-board-certified plastic surgeon with two decades of experience and oversees our product development and marketing,

and brings academic knowledge and clinical experience in aesthetics, anti-aging, skincare, and health technology.

Since 2017, Dr.

Sayed has owned and operated his plastic surgery offices in Southern California where he draws patients from around the world and throughout

the United States.

From 2012-2015, Dr.

Sayed served as a medical director and investor at the electronic health records and practice

management company:

Modernizing Medicine.

From 2015-2017, he served as Vice President at Interpreta, Inc., which provides precision

medicine clinical interpretation solutions (acquired by Centene Corporation).

Since 2017, Dr.

Sayed has served as ZamZam Skin, LLC’s

(ZamZam) managing member, a Halal skincare product line that is currently in development.

Sayed oversees ZamZam’s marketing

strategy and assists the company with administering the financial aspects of ZamZam’s ongoing research and development.

Sayed has served on the advisory board of ‘Yes Doctor’, a patient financing-driven acquisition platform for plastic surgeons.

Sayed’s educational and professional experience in the medical field, his background and connections in the surgical discipline,

his having co-founded our business and provided strategic advice makes him a qualified director for our Company.

Sayed completed medical training at UCSF and surgical residency at Massachusetts General Hospital/Harvard Medical School.

Sayed holds a B.S.

in electrical engineering and computer sciences from University of California, Berkeley, an M.D.

from the School of

Medicine at University of California, San Francisco, and an M.B.A.

from the Kellogg School of Management at Northwestern University.

in Finance, and is a CFA Charterholder.

Lichti , Chairman of the Board

Lichti is the founder and Chief Executive Officer of BWL Investments Ltd., a privately held holding corporation he established in 2016,

and NorthStrive Companies, Inc., a U.S.

based investment and advisory services company he founded in 2021.

Lichti also serves as

Chairman of Hydromer, Inc., a global leader in surface modification and coating solutions, focusing on hydrophilic, thromboresistant

and antimicrobial coatings for medical devices and various industrial applications.

Established in 1980 and headquartered in Concord,

North Carolina, Hydromer offers a wide range of services, including polymer research and development, contract coating and specialized

analytical testing.

Lichti co-founded PMGC Holdings Inc.

in 2020 and has served as its advisor and has been a principal stockholder

since its formation.

He has remained the largest stockholder through companies he controls and recently assumed the role of Chairman

We believe that Mr.

Lichti’s past experience as our director and advisor, his extensive executive experience and his having

served as Chairman for similarly situated companies makes him a qualified director for our Company.

Parry , Independent Director, Chair of the Nominating Committee and member of the of Audit Committee and Compensation Committee

Parry was appointed as an independent director in June 2023 and is the president of Mystic Marine Advisors LLC, a Connecticut based advisory

Parry was appointed as an independent director in June 2023 and is a partner of Mystic Marine Advisors LLC, a Connecticut based advisory

firm he founded in 1998 focused on emerging and turnaround situations for strategic and financial stakeholders.

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Earlier in his career, Mr.

Parry founded Cool FM and 7X Television in Athens, Greece and served

as President of One Fifth Avenue Apartment Corporation.

Parry founded Cool FM and 7X Television in Athens, Greece and served as

President of One Fifth Avenue Apartment Corporation.

Since 2010, Jeffrey has served as an independent director of Nasdaq listed Globus

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where he sits on the audit committee.

Since 2022, Jeffrey has also become an independent director of Digitrax Entertainment

Inc., a Tennessee based music technology start-up.

Parry’s educational and professional experience in business, his background

and familiarity in investment banking, his having served as a director of a company listed on Nasdaq makes him a qualified director candidate

for our Company.

holds an MBA in Finance and Accounting from Columbia University and a B.A.

in Literature from Brown University.

Parry holds a BA from Brown University and MBA from Columbia University.

His educational

and professional experience in business, his background and familiarity in investment banking, his having served as a director of a company

listed on Nasdaq makes him a qualified director candidate for our Company.

Kovalyov , Independent Director, Chair of the Compensation Committee and member of the of Audit Committee and Nominating Committee

Kovalyov has acted as Chief Financial Officer and Treasurer of Marizyme, Inc.) since December 2021.

Kovalyov has acted as Chief Financial Officer and Treasurer of Marizyme, Inc.

since December 2021.

Since November 2022, Mr.

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Kovalyov is a chartered accountant and is a member of Chartered Professional Accountants of Canada.

Kovalyov graduated from Kwantlen University College with a Bachelor of Business Administration (BBA), Accounting.

Daley , CPA Independent Director, Chair of the Audit Committee and member of the of Compensation Committee and Nominating

Kovalyov is qualified to serve on the Board due to his extensive accounting and finance experience.

Daley , CPA Independent Director, Chair of the Audit Committee and member of the of Compensation Committee and Nominating Committee

Daley was appointed as an independent director in June 2023 and holds over eleven years of accounting, controller, and financial reporting

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on companies listed on United States public exchanges makes her a qualified director candidate for our company.

September 2015, Ms.

Daley wrote her Common Final Examination (CFE) through the CPA Western School of Business and became designated in

She also holds a BBA in Accounting and Economics from the University of the Fraser Valley in Abbotsford, British Columbia.

Buechler , Chief Marketing Officer

Buechler is the Chief Marketing Officer for Elevai Labs.

In this role, she leads the portfolio and brand marketing strategies to help

Elevai achieve its commercial targets and support the global vision.

Buechler has a strong track record in leadership in the pharmaceutical

and medical aesthetics industries holding sales, marketing, and business development roles over the course of her 24-year career.

to her role with Elevai, Ms.

Buechler led the Consumer and HCP marketing efforts for Evofem Biosciences from 2019 to 2022 and was responsible

for the launch of a first-in-class technology in the women’s health space.

Buechler spent 6 years in marketing and public relations

roles with aesthetic industry leaders Alastin Skincare, from 2016 to 2019, and SkinMedica, from 2008 to 2010, where she helped to bring

over 15 new, award-winning physician-dispensed skincare products to the market.

From 2011 to 2016 Ms.

Buechler held various Business

Development and Client Services roles within the medical aesthetic and pharmaceutical industries touching over 50 brands throughout her

Before her tenure in marketing and advertising, Ms.

Buechler spent 10 years in pharmaceutical sales from 1997 to 2007 with Merck

and Pfizer working across over a dozen disease states and therapeutic categories.

Buechler is currently an active member of Cosmetic Executive Women (CEW) and the Healthcare Businesswomen’s Association (HBA) where

she is currently serving as a group mentor.

Buechler holds a Bachelor of Arts from San Diego State University.

Kraneiss , Chief Commercial Officer

Kraneiss has been our Chief Commercial Officer since August 2022.

He holds a proven track record of building successful physician-dispensed

aesthetic businesses within top globally recognized brands.

Kraneiss served from 2017-2019 as Senior Vice President of SkinBetter

Science, LLC.

Similarly, from 2011 -2017, Mr.

Kraneiss served as Senior Vice President of ZO Skin Health, Inc., which was founded by

renowned dermatologist Zein Obagi, MD.

During his 6 years at ZO Skin Health, he led his department from $2M in retail sales

to over $100M, establishing the brand in more than 130 countries, and roughly 500,000 points of purchase globally, reaching

profitability within less than 3 years.

Most recently Mr.

Kraneiss served as Managing Director for Noon Aesthetics, Inc.

2021 and as Vice President of International Business Development for Higher Education Skincare, Inc., a B2C company from 2021 –

Kraneiss has successfully established and managed numerous aesthetic sales teams in different countries and has trained retailers,

physicians, and distributors in sales and business strategies, specifically relating to servicing the medical aesthetics industry.

Kraneiss received both an MBA as well as a bachelor’s degree in marketing and communications from University of Saxony Anhalt and

speaks English, German, and Russian fluently.

directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed

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Our officers are appointed by our board of directors and hold office until removed by the

Leadership Structure and Risk Oversight

Board has responsibility for the oversight of our risk management processes and, either as a whole or through its committees, regularly

discusses with management our major risk exposures, their potential impact on our business and the steps we take to manage them.

risk oversight process includes receiving regular reports from Board committees and members of senior management to enable our Board

to understand our risk identification, risk management and risk mitigation strategies with respect to areas of potential material risk,

including operations, finance, legal, regulatory, cybersecurity, strategic and reputational risk.

Board is composed of a majority of “independent

directors” as defined under the rules of Nasdaq.

We use the definition of “independence” applied by Nasdaq to make

this determination.

Nasdaq Listing Rule 5605(a)(2) provides that an “independent director” is a person other than an officer

or employee of the company or any other individual having a relationship which, in the opinion of the Company’s Board, would interfere

with the exercise of independent judgment in carrying out the responsibilities of a director.

The Nasdaq listing rules provide that a

director cannot be considered independent if:

director is, or at any time during the past three (3) years was, an employee of the company;

director or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of twelve

(12) consecutive months within the three (3) years preceding the independence determination (subject to certain exemptions, including,

among other things, compensation for board or board committee service);

director or a family member of the director is a partner in, controlling shareholder of, or an executive officer of an entity to which

the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of

the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exemptions);

director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three

(3) years, any of the executive officers of the company served on the compensation committee of such other entity;

director or a family member of the director is a current partner of the company’s outside auditor, or at any time during the past

three (3) years was a partner or employee of the company’s outside auditor, and who worked on the company’s audit.

such definitions, our Board has undertaken a review of the independence of each director.

on information provided by each director concerning his background, employment and affiliations, our Board has determined that Jeffrey

Parry , George Kovalyov and Juliana Daley are

independent directors of the Company.

have established three committees under the board of directors:

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The audit committee is responsible for, among other things:

the independent auditors and pre-approving all auditing and non-auditing services permitted

to be performed by the independent auditors;

the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors;

with the independent auditors any audit problems or difficulties and management’s response;

the annual audited financial statements with management and the independent auditors;

the adequacy and effectiveness of our accounting and internal control policies and procedures

and any steps taken to monitor and control major financial risk exposures;

the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and control

major financial risk exposures;

and approving all proposed related party transactions;

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separately and periodically with management and the independent auditors;

compliance with our code of business conduct and ethics, including reviewing the adequacy

and effectiveness of our procedures to ensure proper compliance.

compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure

proper compliance.

Our Compensation Committee consists of Jeffrey Parry, George Kovalyov and Juliana Daley.

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The compensation committee is responsible for, among other things:

and approving, or recommending to the board for its approval, the compensation for our chief

executive officer and other executive officers;

and recommending to the shareholders for determination with respect to the compensation of

our directors;

periodically and approving any incentive compensation or equity plans, programs or similar

arrangements;

compensation consultant, legal counsel or other adviser only after taking into consideration

all factors relevant to that person’s independence from management.

and approving, or recommending to the board for its approval, the compensation for our chief executive officer and other executive officers;

and recommending to the shareholders for determination with respect to the compensation of our directors;

periodically and approving any incentive compensation or equity plans, programs or similar arrangements;

compensation consultant, legal counsel or other adviser only after taking into consideration all factors relevant to that person’s

independence from management.

Our Nomination Committee consists of Jeffrey Parry, George Kovalyov and Juliana Daley.

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The nomination committee is responsible for, among other things:

and recommending to the board nominees for election by the shareholders or appointment by

annually with the board the current composition of the board with regards to characteristics

such as independence, knowledge, skills, experience and diversity;

recommendations on the frequency and structure of board meetings and monitoring the functioning

of the committees of the board;

the board periodically with regards to significant developments in the law and practice of

corporate governance as well as our compliance with applicable laws and regulations, and

making recommendations to the board on all matters of corporate governance and on any remedial

and recommending to the board nominees for election by the shareholders or appointment by the board;

annually with the board the current composition of the board with regards to characteristics such as independence, knowledge, skills,

experience and diversity;

recommendations on the frequency and structure of board meetings and monitoring the functioning of the committees of the board;

the board periodically with regards to significant developments in the law and practice of corporate governance as well as our compliance

with applicable laws and regulations, and making recommendations to the board on all matters of corporate governance and on any remedial

action to be taken.

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our Code of Ethics is posted on our website.

Trading Policy

The Company has adopted an insider trading policy

that governs the purchase, sale, and/or other transactions of our securities by our directors, officers and employees.

A copy of our insider

trading policy is filed as Exhibit 19.1 to this Annual Report for the fiscal year ended December 31, 2024.

In addition, with regard to

the Company’s trading in its own securities, it is the Company’s policy to comply with the federal securities laws and the

applicable exchange listing requirements.

Recovery Policy

the Sarbanes-Oxley Act, in the event of misconduct that results in a financial restatement that would have reduced a previously

paid incentive amount, we can recoup those improper payments from our executive officers.

the Sarbanes-Oxley Act, in the event of misconduct that results in a financial restatement that would have reduced a previously paid

incentive amount, we can recoup those improper payments from our executive officers.

The SEC also recently adopted rules which direct

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properly in the first instance.

in Certain Legal Proceedings

our knowledge, none of our current directors or executive officers has, during the past 10 years:

convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association

of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two (2) years prior to

subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or

federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his or her involvement in

any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated

with persons engaged in any such activity;

found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated

a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently

reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation

of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance

companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty

or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire

fraud or fraud in connection with any business entity;

the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization

(as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange

Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated

with a member.

Executive Compensation.

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the Dodd-Frank Wall Street Reform and Consumer Protection Act.

section provides an overview of our executive compensation program, including a narrative description of the material factors necessary

section provides an overview of our executive compensation programs, including a narrative description of the material factors necessary

to understand the information disclosed in the summary compensation table below.

the year ended 2023, our named executive officers (“Named Executive Officers” or “NEOs”) were:

Plews, Chief Executive Officer;

Buechler, Chief Marketing Officer;

Kraneiss, Chief Commercial Officer

named executive officers (“Named Executive Officers” or “NEOs”) are or were, as applicable:

Bensler, Chief Executive Officer and Chief Financial Officer;

Plews, former Chief Executive Officer and President;

Buechler, former Chief Marketing Officer;

Kraneiss, former Chief Commercial Officer.

objective of our compensation program is to provide a total compensation package to each NEO that will enable us to attract, motivate

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by, and paid to our NEOs for services rendered to us in all capacities for the years indicated.

Principal Position

Other Compensation

CEO, President and Director

Brenda Buechler

and Principal Position

Executive Officer, Chief Financial Officer and Director

and Former CEO and President

Chief Marketing Officer

Christoph Kraneiss

Chief Commercial Officer

granted vest 25% on the first anniversary of the grant date and the remaining 75% vest evenly over 36 months thereafter.

date fair value of the options, calculated using the Black-Scholes Option Pricing model, is included in the table above.

date of this report, no options have been exercised by the NEOs.

review compensation annually for all employees, including our executives.

In setting executive base salaries and bonuses and granting

equity incentive awards, we consider compensation for comparable positions in the market, the historical compensation levels of our executives,

individual performance as compared to our expectations and objectives, our desire to motivate our employees to achieve short- and long-term

results that are in the best interests of our stockholders, and a long-term commitment to us.

Commercial Officer

On December 23, 2024, Jordan

Plews resigned as Director of the Company.

On June 20, 2024, we notified

Brenda Buechler that she was involuntarily terminated without “cause” or laid off from employment as part of a wider

job elimination/restructuring or reduction in force of the Company in order to streamline the Company’s operations and organizational

On June 20, 2024, we notified

Christoph Kraneiss that he was involuntarily terminated without “cause” or laid off from employment as part of a wider

job elimination/restructuring or reduction in force of the Company in order to streamline the Company’s operations and organizational

Arrangements with Named Executive Officers

are descriptions of the material terms of the employment agreements and employment letters with Elevai’s Named Executive Officers.

Bensler serves as Chief Executive Officer and Chief Financial Officer of the Company, which positions he accepted the Board’s appointment

for as of the close of business on June 21, 2024.

On October 25, 2024, the Company entered into the Second Amended and Restated Consulting

Agreement for Non-Employee Chief Executive Officer (the Second Amended Bensler Consulting Agreement”) with GB Capital Ltd, a British

Colombia, Canada corporation (“GB Capital”), an entity controlled by Mr.

The Second Amended Bensler Consulting Agreement

amended and restated the terms of that certain Amended and Restated Consulting Agreement between the Company and GB Capital for Non-Employee

Chief Executive Officer dated June 1, 2020 (the “Original Bensler Consulting Agreement”).

The Original Bensler Consulting

Agreement was amended and restated again on June 21, 2024 pursuant to that certain Amended and Restated Consulting Agreement for Non-Employee

Chief Executive Officer between the Company and GB Capital.

Under the Second Amended Bensler Consulting Agreement, GB Capital agreed

to designate Mr.

Graydon Bensler, Director of GB Capital, to perform the Services (as defined in the Second Amended Bensler Consulting

to the terms of the Second Amended Bensler Consulting Agreement, as consideration for Mr.

Bensler’s services as non-employee Chief

Executive Officer of the Company, the Company would pay GB Capital a consultant fee of $250,000 per annum and certain bonuses.

Upon execution

of the Second Amended Bensler Consulting Agreement, the Company would make the following payments to GB Capital (such payments, the Bensler

Sign-on Bonuses”):

(a) a one-time bonus of $175,000, with (1) $100,000 of such bonus to be paid to GB Capital in cash and (2) $75,000

of such bonus to be remitted to GB Capital in Series B Preferred Stock, with the cash equivalent of such shares of Series B Preferred

Stock to be determined by mutual agreement of the Company and GB Capital, and provided such issuance of Series B Preferred Stock was

approved by the Company’s shareholders.

In the Board’s sole discretion, it may also award GB Capital a bonus at the end of

the applicable fiscal year in the amounts it determines in its sole discretion (each of such bonuses, the “Bensler Annual Bonus”),

provided that GB Capital meets the Board’s performance objectives for GB Capital and GB Capital is engaged by the Company for such

fiscal year in full.

The target of the Annual Bonus is 125% or greater of the Bensler Annual Consultant Fee.

For the avoidance of doubt,

the first fiscal year for which the Company will consider whether GB Capital qualifies for the Bensler Annual Bonus is the fiscal year

in which the Effective Date falls.

Pursuant to the Second Amended Bensler Consulting Agreement, the Company shall also pay GB Capital

in the first fiscal quarter of 2026 a bonus in the amount of $60,000 if the Company has a positive adjusted Earnings Before Interest,

Taxes, Depreciation, and Amortization (“EBITDA”) in 2025.

Subject to the terms of the Second Amended Bensler Consulting Agreement,

GB Capital is also entitled to each of the following bonus payments (collectively, the “Bensler Milestone Bonuses”).

Bensler Milestone Bonuses are payable upon the occurrence of the following events, at which time the Company shall remit the applicable

Milestone Bonuses to GB Capital as follows:

The Company shall pay GB Capital $50,000 for each Company acquisition consummated, provided the target company of such acquisition has

$2,000,000 in annual revenue or more upon consummation of such acquisition.

The Company shall pay GB Capital $50,000 upon any closing of an equity or equity-linked financing of the Company which results in net

proceeds being raised in such financing of $3,000,000 in a fiscal quarter (the closing which qualifies GB Capital for such payment, the

“GB Triggering Equity Financing,” and such payment, the “GB Equity Financing Bonus”).

For the avoidance of doubt,

GB Capital is entitled only to a one-time payment of the GB Equity Financing Bonus $50,000 per fiscal quarter and the Company will not

make further payments as an Equity Financing Bonus in spite of the occurrence of any of the following events:

(A) the closing of any

equity or equity-linked financings subsequent to the GB Triggering Equity Financing in such fiscal quarter which result in proceeds of

$3,000,000 to the Company;

(B) any closings for the same equity financing round subsequent to the GB Triggering Equity Financing in such

fiscal quarter which result in additional proceeds of $3,000,000 or more to the Company.

If and when the Company achieves each of the targeted EBITDA amounts in one fiscal quarter, as set forth in this Section 1(e)(iii) (each

of such amounts, “EBITDA Milestone”), the Company shall pay GB Capital a fee equal to 25% of the applicable EBITDA Milestone

(such fee, the “EBITDA Milestone Bonus”:

(B) $150,000;

(D) $350,000.

For the avoidance of doubt,

GB Capital may only receive a one-time payment of the EBITDA Milestone Bonus in each fiscal quarter, upon the Company’s achievement

of the applicable EBITDA Milestone, and the Company will not make further payments to GB Capital as the EBITDA Milestone Bonus even upon

achievement of an EBITDA Milestone in the same fiscal quarter which value exceeds the value of the first EBITDA Milestone GB Capital

has achieved in such fiscal quarter.

The Company shall pay GB Capital $300,000 each time the Company achieves a Market Valuation (as defined in the Second Amended Bensler

Consulting Agreement) of $50,000,000 and $100,000,000, provided that each of such Market Valuations continues for each at least 5 consecutive

Trading Days (as defined in the Second Amended Bensler Consulting Agreement).

Additionally,

GB Capital may elect to accrue the Bensler Milestone Bonuses and convert the cash amount of the Bensler Milestone Bonus into shares of

the Company’s Common Stock or preferred stock.

In such event, the conversion ratio of the Bensler Milestone Bonus shall be determined

by mutual agreement between the Company and GB Capital.

The Second Amended Bensler Consulting Agreement is filed herein as Exhibit 10.19.

October 25, 2024, the Company entered into the Amendment to the Second Amended Bensler Consulting Agreement which stipulated that the

Company’s issuances of Series B Preferred Stock to GB Capital as the Bensler Sign-on Bonuses, were subject to shareholder approval.

The Amendment to the Second Amended Bensler Consulting Agreement is filed herein as Exhibit 10.21.

September 2021, we entered into an employment contract with Dr.

Plews as the Company’s Chief Executive Officer, effective

as of October 1, 2021.

Plews pursuant to which he served as the Company’s Chief

Executive Officer, effective as of October 1, 2021 until his resignation on June 21, 2024.

agreement is at will and subject to termination prior to completion of the services at any time by us, or with 14 days’ prior written

7 unchanged sentences

of $200,000 in addition to equity compensation in the form of stock options in accordance with our 2020 Equity Incentive Plan, as amended.

(the “2020 Equity Incentive Plan”).

June 2022, we entered into an employment contract with Brenda Buechler as the Company’s Chief Marketing Officer, effective as of

August 1, 2022.

agreement is at will and subject to termination prior to completion of the services at any time by us, or with 14 days’ prior written

notice by Ms.

Buechler and for any reason not prohibited by law.

On June 20, 2024, we terminated this employment agreement.

to the terms and provisions of the agreement:

9 unchanged sentences

as of August 8, 2022.

agreement is at will and subject to termination prior to completion of the services at any time by us, or with 14 days’ prior written

notice by Mr.

Kraneiss and for any reason not prohibited by law.

to the terms and provisions of the agreement:

Kraneiss was appointed as our Chief Commercial Officer and undertook and performed

the duties and responsibilities normally and reasonably associated with such office;

and (b) we agreed to pay Mr.

Kraneiss an annual

salary of $180,000 in addition to equity compensation in the form of stock options in accordance with our 2020 Equity Incentive Plan,

except that 25% of those stock-options shall not vest and become exercisable until the first anniversary of the grant date

and, thereafter, the options shall vest at a rate of 25% per annum and become exercisable with respect to 100% of the shares subject

to the option on the fourth anniversary of the grant date.

and Welfare Benefits and Perquisites

the exception of our independently contracted chief financial officer, all of Elevai’s executive officers were eligible to participate

in its employee benefit plans, including its medical, dental, vision, life and disability insurance plans, in each case on the same basis

as all of its other employees.

Elevai does not maintain any retirement plans or executive-specific benefit or perquisite programs

executive officers were eligible to receive a cash bonus for the year ended December 31, 2023.

The Company awarded a cash bonus to its

Chief Financial Officer for $25,000.

No other bonuses to executive officers were awarded or accrued during the year ended December 31,

Pursuant to the terms and provisions of the agreement:

Kraneiss was appointed as our Chief Commercial Officer

and undertook and performed the duties and responsibilities normally and reasonably associated with such office;

and (b) we agreed to

Kraneiss an annual salary of $180,000 in addition to equity compensation in the form of stock options in accordance with our

2020 Equity Incentive Plan, as amended.

except that 25% of those stock-options shall not vest and become exercisable until the first

anniversary of the grant date and, thereafter, the options shall vest at a rate of 25% per annum and become exercisable with respect

to 100% of the shares subject to the option on the fourth anniversary of the grant date.

June 20, 2024, we terminated this employment agreement.

intend to and have agreed to compensate our independent directors for their service as directors through a mix of cash and stock options.

In addition to in-person attendance bonuses, we intend to reimburse our non-employee directors for reasonable travel and out-of-pocket

expenses incurred in connection with attending board of director and committee meetings.

June 1, 2023, we rescinded previously granted but unissued nonstatutory stock options to each of our independent director nominees and

instead granted nonstatutory stock options to purchase 240,000 shares of the Company’s Common Stock to our then independent director

nominees and related parties Jeffery Parry, Crystal Muilenburg and Julianna Daley under our 2021 Equity Incentive Plan.

The equity compensation

grants were directly in relation to the appointment of Mr.

Daley and Ms.

Muilenburg as our independent directors.

maintain a contractual life of 10 years and an exercise price of $5.00 per share of Common Stock.

All options vest at a rate of 25% on

the first anniversary of the date of grant and the remaining 75% vest evenly over 36 months thereafter.

Incentive Awards

has historically granted stock options to its employees, including its executive officers, under the 2020 Equity Incentive Plan where

our Board or any of its committees can grant issuances of incentives stock options, nonstatutory stock options, and restricted stock

to our employees, advisors and directors.

The exercise price of incentive stock options and nonqualified stock options will be no less

than 100% of the fair value per share of the Company’s Common Stock on the date of grant.

If an individual owns Common Stock representing

more than 10% of the voting shares and the grant is an incentive stock option, the price of each share will be at least 110% of the fair

value on the date of grant.

aggregate number of shares of Common Stock allocated and made available for issuance pursuant to stock options granted under the Plan

may not exceed 1,734,188 shares of Common Stock.

As of the date of this annual report, 1,557,251 options under the Plan were outstanding,

and 72,770 were available for future grant.

Each option granted under the Plan will carry a term of no more than ten (10) years from

the date of grant and the Plan will remain in effect until it is terminated by the Board.

The term and vesting periods for options granted

under the Plan are determined by the Company’s board of directors.

The summary does not contain a complete description of all provisions

of the 2020 Plan and is qualified in its entirety by reference to the 2020 Plan, a copy of which was filed as Exhibit 10.2 to our registration

statement on Form S-1, filed with the SEC on September 28, 2023, and is incorporated herein by reference.

Company has historically granted stock options to its employees, including its executive officers, under the 2020 Equity Incentive Plan

where our Board or any of its committees can grant issuances of incentives stock options, nonstatutory stock options, and restricted

stock to our employees, advisors and directors.

The exercise price of incentive stock options and nonqualified stock options will be

no less than 100% of the fair value per share of the Company’s Common Stock on the date of grant.

If an individual owns Common

Stock representing more than 10% of the voting shares and the grant is an incentive stock option, the price of each share will be at

least 110% of the fair value on the date of grant.

The aggregate number of shares of Common Stock

allocated and made available for issuance pursuant to stock options granted under the Plan may not exceed 8,671 shares of Common Stock.

As of the date of this Annual Report, options to purchase 4,925 shares of Common Stock under the Plan were outstanding, and 3,225 shares

were available for future grant.

Each option granted under the Plan will carry a term of no more than 10 years from the date of grant

and the Plan will remain in effect until it is terminated by the Board.

The term and vesting periods for options granted under the Plan

are determined by the Board.

The summary does not contain a complete description of all provisions of the 2020 Plan and is qualified

in its entirety by reference to the 2020 Plan, a copy of which is filed as Exhibit 10.2 to our offering statement of which this Annual

Report forms a part.

and Practices for Granting Certain Equity Awards

policies and practices regarding the granting of equity awards are carefully designed to ensure compliance with applicable securities

laws and to maintain the integrity of our executive compensation program.

The Compensation Committee is responsible for the timing and

terms of equity awards to executives and other eligible employees.

timing of equity award grants is determined with consideration to a variety of factors, including but not limited to, the achievement

of pre-established performance targets, market conditions and internal milestones.

The Company does not follow a predetermined schedule

for the granting of equity awards;

instead, each grant is considered on a case-by-case basis to align with the Company’s strategic

objectives and to ensure the competitiveness of our compensation packages.

determining the timing and terms of an equity award, the Board or the Compensation Committee may consider material nonpublic information

to ensure that such grants are made in compliance with applicable laws and regulations.

The Board’s or the Compensation Committee’s

procedures to prevent the improper use of material nonpublic information in connection with the granting of equity awards include oversight

by legal counsel and, where appropriate, delaying the grant of equity awards until the public disclosure of such material nonpublic information.

Company is committed to maintaining transparency in its executive compensation practices and to making equity awards in a manner that

is not influenced by the timing of the disclosure of material nonpublic information for the purpose of affecting the value of executive

compensation.

The Company regularly reviews its policies and practices related to equity awards to ensure they meet the evolving standards

of corporate governance and continue to serve the best interests of the Company and its shareholders.

Compensation Plan Information

table below sets forth information concerning securities granted under equity compensation plans approved and not approved by security

holders of the Company and the weighted average exercise price for such securities as of December 31, 2024.

Plan Category

available for

future issuance

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

securities remaining available for future issuance under the Company’s 2020 Equity Incentive Plan (the “Plan”).

aggregate number of shares allocated and made available for issuance pursuant to stock options granted under the Plan shall not exceed

8,671 shares.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

following table provides information with respect to the beneficial ownership of our Common Stock as of the date of this report, by:

The following table provides information with

respect to the beneficial ownership of our Common Stock as of March 26, 2025 by:

of our executive officers and directors;

of our current directors and executive officers as a group;

person or entity, or group of persons or entities, known by us to own beneficially more than

5% of our Common Stock.

person or entity, or group of persons or entities, known by us to own beneficially more than 5% of our Common Stock.

have determined beneficial ownership in accordance with the rules and regulations of the SEC, and the information is not necessarily

4 unchanged sentences

A person is also deemed to be a beneficial owner of a security if that person

has the right to acquire beneficial ownership of such security within 60 days.

Except as indicated by the footnotes below, we believe,

based on information furnished to us, that the persons and entities named in the table below have sole voting and sole investment power

with respect to all shares that they beneficially own, subject to applicable community property laws.

ownership is based on 17,329,615 shares of Common Stock outstanding as of March 25, 2024.

and Address of Beneficial Owner (1)

has the right to acquire beneficial ownership of such security within 60 days of March 26, 2025.

Except as indicated by the footnotes

below, we believe, based on information furnished to us, that the persons and entities named in the table below have sole voting and

sole investment power with respect to all shares that they beneficially own, subject to applicable community property laws.

Percentage ownership is based on 577,961 shares

of Common Stock outstanding as of March 26, 2025.

Name and Address of Beneficial Owner (1)

Percentage of

5% or Greater Shareholders:

BWL Investments

GB Capital Ltd.

JP JP Bio Consulting LLC (4)

Hatem Abou-Sayed MD MBA FACS,

a Professional Medical Corporation (5)

Directors, Named Executive

Officers and Other Executive Officers:

Executive Officer and Director

3,018,120 (6)

Graydon Bensler, Chief

Financial Officer and Director

1,008,120 (7)

Brenda Buechler, Chief

Marketing Officer

Christoph Kraneiss, Chief

Commercial Officer

Hatem Abou-Sayed, Chief

Medical Officer and Director

1,538,571 (10)

Directors, Named Executive Officers and Other Executive Officers:

Graydon Bensler, Chief Executive Officer, Chief Financial Officer and Director

Braeden Lichti, Chairman of the Board

Jeffrey Parry, Director

George Kovalyov, Director

Juliane Daley, Director

All executive officers and directors as a group

5,757,237 (13)

Juliana Daley, Director

All executive officers and directors as a group (5 persons)

less than one (1%) percent.

Unless otherwise indicated,

the business address of each of the individuals is our address of c/o Elevai Labs, Inc., 120 Newport Center Drive, Ste.

Beach, CA 92660.

Lichti has sole voting and dispositive power over the shares held by BWL Investments Ltd.

Litchi also has sole voting and dispositive

power over 828,000 shares of common stock each held by Northstrive Fund II LP, a California corporation and BWL Holdings Ltd., a

Canadian corporation which collectively beneficially own 21.59% of our common stock.

Bensler has sole voting and dipositive power over the shares held by GB Capital Ltd.

Plews has sole voting and dipositive power over the shares held by JP Bio Consulting LLC.

Hatem Abou-Sayed has sole

voting and dipositive power over the shares held by Hatem Abou-Sayed MD MBA FACS, a Professional Medical Corporation.

Consists of 166,666 shares

of Common Stock that Dr.

Plews has the right to acquire from us within 60 days of March 24, 2024, pursuant to the exercise of stock

options granted under the 2020 Equity Incentive Plan.

Consists of 166,666 shares

of Common Stock that Mr.

Bensler has the right to acquire from us within 60 days of March 24, 2024, pursuant to the exercise of stock

options granted under the 2020 Equity Incentive Plan.

Consists of 70,416 shares

of Common Stock that Ms.

Buechler has the right to acquire from us within 60 days of March 24, 2024, pursuant to the exercise of

stock options granted under the 2020 Equity Incentive Plan.

Consists of 43,750 shares

of Common Stock that Mr.

Kraneiss has the right to acquire from us within 60 days of March 24, 2024, pursuant to the exercise of

stock options granted under the 2020 Equity Incentive Plan.

Consists of 166,666 shares

of Common Stock that Dr.

Abou-Sayed has the right to acquire from us within 60 days of March 24, 2024, pursuant to the exercise of

stock options granted under the 2020 Equity Incentive Plan.

Consists of 31,666 shares

of Common Stock that Mr.

Parry has the right to acquire from us within 60 days of March 25, 2024, pursuant to the exercise of stock

options granted under the 2020 Equity Incentive Plan.

Consists of nil shares

of Common Stock that Ms.

Daley has the right to acquire from us within 60 days of March 25, 2024, pursuant to the exercise of stock

options granted under the 2020 Equity Incentive Plan.

Consists of (i) 5,098,844

shares of Common Stock beneficially owned by our directors and executive officers and (ii) 658,393 shares of Common Stock underlying

outstanding options, exercisable within 60 days of March 25, 2024.

otherwise indicated, the business address of each of the individuals is our address of c/o PMGC Inc., 120 Newport Center Drive, Ste.

250, Newport Beach, CA 92660.

Consists of (i) 601 shares of Common Stock held by GB Capital Ltd., of which Mr.

Bensler has sole voting and dipositive

power over the shares and (ii) 143 shares of Common Stock that Mr.

Bensler has the right to acquire from us within 60 days of March 26,

2025 pursuant to the exercise of stock options granted under the 2020 Equity Incentive Plan.

Consists of (i) 143shares of Common Stock that Mr.

Lichti has the right to acquire

from us within 60 days of March 26, 2025 pursuant to the exercise of stock options granted under the 2020 Equity Incentive Plan, (ii)

1362 shares of Common Stock held by BWL Investments Ltd.

Lichti has sole voting and dipositive power over the shares, (iii)

591 shares of Common Stock held by BWL Holdings Ltd.

Lichti has sole voting and dipositive power over the shares, (iv) 591

shares of Common Stock held by Northstrive Fund II LP of which Mr.

Lichti has sole voting and dipositive power over the shares and (v)

44 shares of Common Stock underlying warrants held by BWL Investments Ltd.

Consists of (i) 30 shares of Common Stock and (ii) 29 shares of Common Stock

Parry has the right to acquire from us within 60 days of March 26, 2025, pursuant to the exercise of stock options granted under

the 2020 Equity Incentive Plan.

Consists of (i) one share of Common

Stock and (ii) 24 shares of Common Stock that Ms.

Daley has the right to acquire from us within 60 days of March 26, 2025, pursuant to

the exercise of stock options granted under the 2020 Equity Incentive Plan.

Consists of (i) 4,489 shares of Common Stock beneficially owned by our directors

and executive officers and (ii) 338 shares of Common Stock underlying outstanding options, exercisable within 60 days of March 26, 2025

and (iii) 44 shares of Common Stock underlying warrants.

Certain Relationships and Related Transactions, and Director Independence.

6 unchanged sentences

a conflict of interest on the part of a director, employee or officer.

than employment and other agreements set out elsewhere in this annual report, the following summarizes those of transactions since January

1, 2023 to which we have been a participant in which the amount involved exceeded or will exceed $63,000, and in which any of our directors,

executive officers or beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing

persons had or will have a direct or indirect material interest, other than equity and other compensation, termination, change in control

and other arrangements, which are described in the section entitled “ Executive Compensation .” Described below are

certain other transactions with our directors, executive officers and stockholders.

amended and agreed to on May 1, 2023, and as effective on January 4, 2022, we entered into a consulting agreement (the “CA”)

with NorthStrive Companies Inc., a California Corporation (“NorthStrive”) owned and managed by Braeden Lichti.

the CA, NorthStrive is to assist us in a variety of business matters, including assistance in our overall investor outreach and communications

strategy, and advising us on becoming a “public” company.

As of May 31, 2023, the Company had $192,705 (2022 - $120,000,

2021 - $23,520) due to NorthStrive, of which $22,705 (2021 - $23,520) is unsecured, non-interest bearing and are due on demand.

was due as of December 31, 2022, and the remaining $50,000 was due as of May 31, 2022.

The aforementioned fees are due in contemplation

for NorthStrive’s advisement under the CA, whereby starting on January 4, 2022, we agreed to compensate NorthStrive $10,000 per

month (the “Compensation”).

We retain the option, but not the obligation to issue the amount of Compensation due NorthStrive

in shares of our Common Stock equal to our series A preferred stock price at $1.34138 per share equal to the value of the Compensation

due to NorthStrive for services provided through and up to March 31, 2023 and $3.00 per share equal to the value of the Compensation

following is a summary of transactions entered since January 1, 2022 to which we have been a party in which the amount involved exceeded

or will exceed $70,915, which represents 1% of the average of our total assets amounts as of December 31, 2024 and 2023), and in which

any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5% of our capital stock or any member of

the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other than equity and other

compensation, termination, change in control and other arrangements, which are described under “ Executive and Director Compensation .”

We also describe below certain other transactions with our directors, executive officers and stockholders.

Company paid consulting fees of $391,333, $110,000, and $95,078 to GB Capital Ltd., a company controlled by Graydon Bensler, Chief Financial

Officer and Director in 2024, 2023, and 2022, respectively.

Investments Ltd., a British Columbia Canadian Corporation (“BWL”) owned and managed by Braeden Lichti and Hatem Abou-Sayed

“Tim” Sayed, our former Chief Medical Officer, subscribed to $48,980 and $10,000 in promissory notes, respectively.

15, 2022, these promissory notes and accrued interest were converted into Series A preferred shares and warrants as follows:

BWL Investments Ltd.

Tim Sayed, former director and Chief Medical Officer

to an advisory board agreement between us and Jeffery Parry, (an independent director to the Company as of June 1, 2023) dated August

12, 2021, on August 16, 2021, the Company granted Mr.

Parry equity compensation in the form of non-statutory stock options to purchase

208 shares of the Company’s Common Stock (41,667 pre 200:1 share consolidation).

Under an amended advisory board agreement between

us and Jeffery Parry dated September 30, 2022 additional nonstatutory stock options to purchase 80 shares of the Company’s Common

Stock (16,000 pre 200:1 share consolidation) were granted to Mr.

The stock options held a contractual life of ten years and exercise

price of $120 ($0.60 pre 200:1 share consolidation) per Common Stock.

These stock options were valued at $10,630 using the Black-Scholes

Option Pricing Model.

The options vest 25% on the first anniversary of the grant date and the remaining 75% vest evenly over 36 months

Through unanimous written consent, the Board of the Company amended the vesting schedule for those stock options to accelerate

the vesting of such stock options so that those stock options fully vested as of December 3, 2022.

On December 16, 2022, Mr.

Parry exercised

all 41,667 (pre 200:1 stock consolidation) stock options for a total exercise price of $25,000.20.

On June 1, 2023, we terminated the

advisory board agreement between us and Jeffery Parry.

amended and agreed to on May 1, 2023, and as effective on January 4, 2022, we entered into a consulting agreement (the “Lichti

Consulting Agreement”) with NorthStrive Companies Inc., a California Corporation (“NorthStrive”) owned and managed

by Braeden Lichti.

Pursuant to the Lichti Consulting Agreement, NorthStrive is to assist us in a variety of business matters, including

assistance in our overall investor outreach and communications strategy, and advising us on becoming a “public” company.

As of May 31, 2023, the Company had $192,705 (2022 - $120,000, 2021 - $23,520) due to NorthStrive, of which $22,705 (2021 - $23,520)

is unsecured, non-interest bearing and are due on demand.

$120,000 was due as of December 31, 2022, and the remaining $50,000 was due

as of May 31, 2022.

The aforementioned fees are due in contemplation for NorthStrive’s advisement under the CA, whereby starting

on January 4, 2022, we agreed to compensate NorthStrive $10,000 per month (the “Compensation”).

We retained the option, but

not the obligation to issue the amount of Compensation due NorthStrive in shares of our Common Stock equal to our series A preferred

stock price at $1.34138 per share (pre 200:1 stock consolidation) equal to the value of the Compensation due to NorthStrive for services

provided through and up to March 31, 2023 and $3.00 per share (pre 200:1 stock consolidation) equal to the value of the Compensation

due to NorthStrive for services provided after March 31, 2023 or via cash payment equal to the amount of Compensation outstanding however,

3 unchanged sentences

cash flows to support payment of the Compensation due to NorthStrive at the time of that determination.

May 1, 2023, as effective on February 1, 2023, we entered into an advisory agreement (the “AA”) with Braeden Litchi which

terminates after twenty-two months to strategically assist us in our maintenance of board governance, director recruitment, and direction

for our board of directors strategy sessions.

The AA was entered into under contemplation of Mr.

Litchi’s resignation from our

Board effective February 1, 2023, and our desire to maintain Mr.

Litchi’s compensation as a valuable advisor to us.

the AA, we agreed with Mr.

Litchi that in exchange for services under the AA, his options granted on February 9, 2021, to purchase 200,000

shares of our Common Stock under our 2020 Equity Incentive Plan shall continue to vest pursuant to the aforementioned terms under this

June 1, 2023, we rescinded previously granted but unissued nonstatutory stock options to each of our independent directors and instead

granted nonstatutory stock options to purchase 240,000 shares of the Company’s Common Stock to our then independent director nominees

and related parties Jeffery Parry, Crystal Muilenburg and Julianna Daley under our 2021 Equity Incentive Plan.

The equity compensation

grants were directly in relation to the appointment of Mr.

Daley as our independent directors and Ms.

Muilenburg, as our former

independent director.

The options maintain a contractual life of ten years and an exercise price of $5.00 per share of Common Stock.

All options vest at a rate of 25% on the first anniversary of the date of grant and the remaining 75% vest evenly over 36 months thereafter.

Mulenburg’s resignation in 2024, all unvested stock options at the time of her resignation were forfeited.

For the fiscal year ended December

31, 2022, we did not make payments to Northstrive under the Lichti Consulting Agreement.

For the fiscal year ended December 31, 2023,

we paid Northstrive $230,000 under the Lichti Consulting Agreement.

On June 21, 2024, we entered into the Amended and Restated Consulting

Agreement with Northstrive (the “First Amended Lichti Consulting Agreement”), pursuant to which Mr.

Lichti would serve as

non-executive Chairman of the Company.

As consideration for his services as non-executive Chairman, the Company agreed to pay Northstrive

$16,000 per month.

The First Amended Lichti Consulting Agreement is filed herein as Exhibit 10.13.

October 25, 2024, the Company entered into the Second Amended and Restated Consulting Agreement for Non-Executive Chairman (the “Second

Amended Lichti Consulting Agreement”) with Northstrive.

The Second Amended Lichti Consulting Agreement provided that, as consideration

Lichti’s provision of his services as non-executive Chairman, as set forth more fully in such agreement, the Company would

compensate Northstrive as such:

(i) an annual consultant fee of $300,000 per annum (the “Lichti Annual Consultant Fee”),

1/12 of which Lichti Annual Consultant Fee will be paid to Northstrive once per calendar month (“Northstrive Payment Cycle”),

provided that Northstrive performs the Services required to be performed in each Northstrive Payment Cycle.

The Company agreed that upon

execution of the Second Amended Lichti Consulting Agreement, the Company would make the following payments to Northstrive (such payments,

the “Northstrive Sign-on Bonuses”):

(a) a one-time bonus of $175,000, with (1) $100,000 of such bonus to be paid to Northstrive

in cash and (2) $75,000 of such bonus to be remitted to Northstrive in Series B Preferred Stock, with the cash equivalent of such shares

of Series B Preferred Stock to be determined by mutual agreement of the Company and Northstrive;

and (b) 300,000 shares of Series B Preferred

In the Board’s sole discretion, it may also award Northstrive a bonus at the end of the applicable fiscal year in the amounts

it determines in its sole discretion (each of such bonuses, the “Lichti Annual Bonus”), provided that Northstrive meets the

Board’s performance objectives for Northstrive and Northstrive is engaged by the Company for such fiscal year in full.

of the Lichti Annual Bonus is 125% or greater of the Lichti Annual Consultant Fee.

to the terms of the Second Amended Lichti Consulting Agreement, Northstrive is also entitled to each of the following bonus payments

(collectively, the “Northstrive Milestone Bonuses”).

Such Northstrive Milestone Bonuses are payable upon the occurrence of

the following events, at which time the Company shall remit the applicable Northstrive Milestone Bonuses to Northstrive as follows:

The Company shall pay Northstrive $150,000 for each Company acquisition consummated, provided that the target company of such acquisition

has $2,000,000 in annual revenue or more upon consummation of the acquisition.

The Company shall pay Northstrive $50,000 upon any closing of an equity or equity- linked financing of the Company which results in net

proceeds being raised in such financing of $3,000,000 in a fiscal quarter (the closing which qualifies Northstrive for such payment,

the “Northstrive Triggering Equity Financing,” and such payment, the “Northstrive Equity Financing Bonus”).

the avoidance of doubt, Northstrive is entitled only to a one-time payment of the Northstrive Equity Financing Bonus $50,000 per fiscal

quarter and the Company will not make further payments as a Northstrive Equity Financing Bonus in spite of the occurrence of any of the

following events:

(A) the closing of any equity or equity-linked financings subsequent to the Northstrive Triggering Equity Financing

in such fiscal quarter which result in proceeds of $3,000,000 to the Company;

(B) any closings for the same equity financing round subsequent

to the Northstrive Triggering Equity Financing in such fiscal quarter which result in additional proceeds of $3,000,000 or more to the

The Company shall pay Northstrive $75,000 each time the Company achieves a Market Valuation (as defined in the Second Amended Lichti

Consulting Agreement) of $10,000,000, $20,000,000, $30,000,000, and $40,000,000 (each of such payments, “Northstrive Valuation

Payment”), provided that each of such market valuations continue for each at least five (5) consecutive Trading Days, and provided

further that the Company may only recover any erroneously awarded amounts in Northstrive Valuation Payments for one (1) year following

the date of such erroneous award.

The Company shall pay Northstrive $300,000 each time the Company achieves a Market Valuation of $50,000,000 and $100,000,000, provided

that each of such Market Valuations continues for each at least two (2) consecutive Trading Days.

Notwithstanding

anything to the contrary stated in the Second Amended Lichti Consulting Agreement, Northstrive may elect to accrue the Northstrive Milestone

Bonuses and convert the cash amount of the Northstrive Milestone Bonus into shares of the Company’s common stock or preferred stock.

In such event, the conversion ratio of the Northstrive Milestone Bonus shall be determined by mutual agreement between the Company and

The Second Amended Lichti Consulting Agreement is filed herein as Exhibit 10.20.

October 25, 2024, the Company entered into the Amendment to the Second Amended Lichti Consulting Agreement, which stipulated that the

Company’s issuances of Series B Preferred Stock to Northstrive as the Northstrive Sign-on Bonuses, were subject to shareholder

The Amendment to the Second Amended Lichti Consulting Agreement is filed herein as Exhibit 10.22.

For the fiscal year ended

December 31, 2024, we paid Northstrive $188,500 under the Second Amended Lichti Consulting Agreement.

May 1, 2023, as effective on February 1, 2023, we entered into an advisory agreement (the “Advisory Agreement”) with Braeden

Litchi which terminates after twenty-two months to strategically assist us in our maintenance of board governance, director recruitment,

and direction for our board of directors strategy sessions.

The Advisory Agreement was entered into under contemplation of Mr.

resignation from our Board effective February 1, 2023, and our desire to maintain Mr.

Litchi’s compensation as a valuable advisor

Pursuant to the Advisory Agreement, we agreed with Mr.

Litchi that in exchange for services under the Advisory Agreement, his

options granted on February 9, 2021 to purchase 1,000 shares of our Common Stock (200,000 pre 200:1 share consolidation) under our 2020

Equity Incentive Plan shall continue to vest pursuant to the aforementioned terms of the Advisory Agreement.

On June 21, 2024, we terminated

the Advisory Agreement, which was a condition to Mr.

Lichti’s appointment to the Board and as non-executive Chairman of the Board

on the same date.

to our reorganization, BWL Investments Ltd., a British Columbia Canadian Corporation (“BWL”) also owned and managed by Braeden

Lichti, owned approximately 29.4% of our issued and outstanding shares of Common Stock and 100% of the equity interests in Reactive Labs.

On June 4, 2021, we issued 100 shares of Common Stock (pre 200:1 stock consolidation) to BWL in in exchange for substantially all of

the assets and liabilities of Reactive Labs.

Lichti is one of our co-founders and our current Chairman and director.

He is the current chief executive officer of NorthStrive and

BWL, as described herein and may be deemed a “promoter” as defined by Rule 405 of the Securities Act though we elect to refer

to him as a “founder” or “organizer” as permitted under Rule 405.

There are no other promoters of the Company.

May, and December of 2022, we granted nonstatutory stock options to purchase1,250 ( 250,000 pre 200:1 share consolidation) shares of

the Company’s Common Stock to Brenda Buechler, our former Chief Marketing Officer, and Christoph Kraneiss, our former Chief Commercial

The options maintain a contractual life of ten years and weighted average exercise price of $244 ($1.22 pre 200:1 share consolidation)

per share of Common Stock.

These stock options were valued at $264,906 using the Black-Scholes Option Pricing Model.

The options vest

25% on the first anniversary of the grant date and the remaining 75% vest evenly over 36 months thereafter.

Details of the fair value

granted to each individual and the related expense recorded for the year ended December 31, 2022, are as follows:

Brenda Buechler, former Chief Marketing Officer

Christoph Kraneiss, former Chief Commercial Officer

June 1, 2023, we rescinded previously granted but unissued nonstatutory stock options to each of our independent director nominees and

instead granted nonstatutory stock options to purchase 1,200 (240,000 pre 200:1 share consolidation) shares of the Company’s Common

Stock to our then independent director nominees and related parties Jeffery Parry, Crystal Muilenburg and Julianna Daley under our 2021

Equity Incentive Plan.

The equity compensation grants were directly in relation to the appointment of Mr.

Daley and Ms.

as our independent directors.

The options maintain a contractual life of ten years and an exercise price of $1,000 ($5.00 pre 200:1 share

consolidation) per share of Common Stock.

All options vest at a rate of 25% on the first anniversary of the date of grant and the remaining

75% vest evenly over 36 months thereafter.

Agreements with Our Stockholders

connection with our Series A convertible preferred stock financing, we entered into an investors’ rights, and voting agreements

containing registration rights, information rights, voting rights among other things, with certain holders of our preferred stock.

in connection with our Common Stock financing, we entered into a subordinate investors’ rights agreement containing registration

rights and information rights with certain holders of our Common Stock.

Each of those stockholder agreements terminated upon the closing

of our initial public offering in 2023 whereby such stockholders are no longer entitled to the rights to them afforded therein.

Principal Accounting Fees and Services.

20 unchanged sentences

exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Report.

following are exhibits to this Report and, if incorporated by reference, we have indicated

the document previously filed with the SEC in which the exhibit was included.

following are exhibits to this Report and, if incorporated by reference, we have indicated the document previously filed with the SEC

in which the exhibit was included.

of the agreements filed as exhibits to this Report contain representations and warranties by the parties to the agreements that have

1 unchanged sentence

These representations and warranties:

have been qualified by disclosures that were made to the other parties in connection with

the negotiation of the agreements, which disclosures are not necessarily reflected in the

have been qualified by disclosures that were made to the other parties in connection with the negotiation of the agreements, which disclosures

are not necessarily reflected in the agreements;

apply standards of materiality that differ from those of a reasonable investor;

made only as of specified dates contained in the agreements and are subject to subsequent

developments and changed circumstances.

made only as of specified dates contained in the agreements and are subject to subsequent developments and changed circumstances.

these representations and warranties may not describe the actual state of affairs as of the date that these representations and warranties

1 unchanged sentence

Investors should not rely on them as statements of fact.

of Third Amended and Restated Certificate of Incorporation of Elevai Labs Inc.

(incorporated by reference to Exhibit 3.3 to the Company’s

registration statement on Form S-1, filed with the SEC on September 28, 2023).

of Common Stock Share Certificate (incorporated by reference to Exhibit 4.1 to the Company’s registration statement on Form

S-1, filed with the SEC on September 28, 2023).

Description Of Registered Securities

Equity Incentive Plan, as amended, and forms of award agreements thereunder (incorporated by reference to Exhibit 10.2

to the Company’s registration statement on Form S-1, filed with the SEC on September 28, 2023).

of Amended and Restated Consulting Agreement between Elevai Labs, Inc.

and NorthStrive Companies Inc.

(incorporated by reference

to Exhibit 10.3 to the Company’s registration statement on Form S-1, filed with the SEC on September 28, 2023).

of Advisory Agreement between Elevai Labs, Inc.

and Braeden Lichti (incorporated by reference to Exhibit 10.4 to the Company’s

registration statement on Form S-1, filed with the SEC on September 28, 2023).

Distributor Agreement, dated August 30, 2022, between Elevai Labs, Inc.

and Refine USA, LLC (incorporated by reference to Exhibit

10.6 to the Company’s registration statement on Form S-1, filed with the SEC on September 28, 2023).

Distributor and Trademark License Agreement, dated January 17, 2022, between Elevai Labs, Inc.

and Dermapenworld Pty Ltd (incorporated

by reference to Exhibit 10.7 to the Company’s registration statement on Form S-1, filed with the SEC on September 28, 2023).

Collaboration

Agreement, dated November 28, 2023, by and between the Company and Yuva BioSciences, Inc.

(incorporated by reference to Exhibit 10.1

to the Company’s Current Report on Form 8-K/A, filed with the SEC on December 5, 2023).

Agreement, dated January 16, 2024, by and between the Company and INmune Bio, Inc.

(incorporated by reference to Exhibit 10.1 to

the Company’s Current Report on Form 8-K, filed with the SEC on January 22, 2024).

Agreement of Jordan R.

Plews, dated September 26, 2021

Agreement of Brenda Buechler, dated June 24, 2022

Agreement of Chris Kraneiss, dated August 6, 2022

of Ethics (incorporated by reference Exhibit 14.1 to the Company’s registration statement on Form S-1, filed with the SEC on

September 28, 2023).

Elevai Insider Trading Policy

of Subsidiaries.

(incorporated by reference Exhibit 21.1 to the Company’s registration statement on Form S-1, filed with the

SEC on September 28, 2023).

of Attorney (the signature page to this registration statement)

Certification

of Principal Executive Officer required by Rule 13a-14(a).

Certification

of Principal Financial Officer required by Rule 13a-14(a).

Certification

required by Section 1350 of Chapter 63 of Title 18 of the United States Code.

Policy Related to Recovery of Erroneously Awarded Compensation

Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Company’s registration statement on Form S-1, filed with the SEC on February 11, 2025).

Bylaws of Registrant(incorporated by reference to Exhibit 3.2 to the Company’s registration statement on Form S-1, filed with the SEC on February 11, 2025)

Certificate of Designations, Rights, and Preferences of Series B Preferred Stock.

(incorporated by reference to Exhibit 3.3 to the Company’s registration statement on Form S-1, filed with the SEC on February 11, 2025)

2020 Equity Incentive Plan, as amended, and forms of award agreements thereunder.

(incorporated by reference to Exhibit 10.1 to the Company’s registration statement on Form S-1, filed with the SEC on February 11, 2025)

Form of Amended and Restated Consulting Agreement between the Registrant and Northstrive Companies Inc.

(incorporated by reference to Exhibit 10.2 to the Company’s registration statement on Form S-1, filed with the SEC on February 11, 2025)

Form of Advisory Agreement between the Registrant and Braeden Lichti (incorporated by reference to Exhibit 10.3 to the Company’s registration statement on Form S-1, filed with the SEC on February 11, 2025)

Authorized Distributor Agreement, dated August 30, 2022, between the Registrant and Refine USA, LLC (incorporated by reference to Exhibit 10.4 to the Company’s registration statement on Form S-1, filed with the SEC on February 11, 2025)

Authorized Distributor and Trademark License Agreement, dated January 17, 2022, between the Registrant and Dermapenworld Pty Ltd.

(incorporated by reference to Exhibit 10.5 to the Company’s registration statement on Form S-1, filed with the SEC on February 11, 2025).

Collaboration Agreement, dated November 28, 2023, by and between the Registrant and Yuva BioSciences, Inc.

(incorporated by reference to Exhibit 10.6 to the Company’s registration statement on Form S-1, filed with the SEC on February 11, 2025).

License Agreement, dated January 16, 2024, by and between the Company and INmune Bio, Inc.

(incorporated by reference to Exhibit 10.7 to the Company’s registration statement on Form S-1, filed with the SEC on February 11, 2025).

Employment Agreement of Jordan R.

Plews, dated September 26, 2021 (incorporated by reference to Exhibit 10.8 to the Company’s registration statement on Form S-1, filed with the SEC on February 11, 2025).

Employment Agreement of Brenda Buechler, dated June 24, 2022 (incorporated by reference to Exhibit 10.9 to the Company’s registration statement on Form S-1, filed with the SEC on February 11, 2025).

Employment Agreement of Chris Kraneiss, dated August 6, 2022 (incorporated by reference to Exhibit 10.10 to the Company’s registration statement on Form S-1, filed with the SEC on February 11, 2025).

License Agreement, dated April 30, 2024, by and between the Company and MOA Life Plus Co., Ltd.

(incorporated by reference to Exhibit 10.11 to the Company’s registration statement on Form S-1, filed with the SEC on February 11, 2025).

Consulting Agreement with Santorio Biomedical, LLC.

(incorporated by reference to Exhibit 10.12 to the Company’s registration statement on Form S-1, filed with the SEC on February 11, 2025).

Amended and Restated Consulting Agreement by and between the Company and GB Capital Ltd.

(incorporated by reference to Exhibit 10.13 to the Company’s registration statement on Form S-1, filed with the SEC on February 11, 2025).

Amended and Restated Consulting Agreement by and between the Company and NorthStrive Companies Inc.

(incorporated by reference to Exhibit 10.14 to the Company’s registration statement on Form S-1, filed with the SEC on February 11, 2025).

Chairman Appointment Letter to Mr.

Braeden Lichti (incorporated by reference to Exhibit 10.15 to the Company’s registration statement on Form S-1, filed with the SEC on February 11, 2025).

Exhibit Number

Termination Agreement by and between the Company and Mr.

Lichti (incorporated by reference to Exhibit 10.16 to the Company’s registration statement on Form S-1, filed with the SEC on February 11, 2025).

First Amendment to License Agreement dated as of July 9, 2024, by and between the Company and INmune Bio, Inc.

(incorporated by reference to Exhibit 10.17 to the Company’s registration statement on Form S-1, filed with the SEC on February 12, 2025).

Form of Securities Purchase Agreement dated September 22, 2024 (incorporated by reference to Exhibit 10.18 to the Company’s registration statement on Form S-1, filed with the SEC on February 11, 2025).

Second Amended and Restated Consulting Agreement for Non-Employee Chief Executive Officer by and between the Company and GB Capital Ltd.

(incorporated by reference to Exhibit 10.19 to the Company’s registration statement on Form S-1, filed with the SEC on February 11, 2025).

Second Amended and Restated Consulting Agreement for Non-Executive Chairman by and between the Company and Northstrive Companies Inc.

(incorporated by reference to Exhibit 10.20 to the Company’s registration statement on Form S-1, filed with the SEC on February 11, 2025).

Amendment to the Second Amended and Restated Consulting Agreement for Non-Employee Chief Executive Officer by and between the Company and GB Capital Ltd.

(incorporated by reference to Exhibit 10.21 to the Company’s registration statement on Form S-1, filed with the SEC on February 11, 2025).

Amendment to the Second Amended and Restated Consulting Agreement for Non-Executive Chairman by and between the Company and GB Capital Ltd Northstrive Companies Inc.

(incorporated by reference to Exhibit 10.22 to the Company’s registration statement on Form S-1, filed with the SEC on February 11, 2025).

Form of Warrant Inducement Agreement (incorporated by reference to Exhibit 10.23 to the Company’s registration statement on Form S-1, filed with the SEC on February 11, 2025).

Form of Warrant (incorporated by reference to Exhibit 10.24 to the Company’s registration statement on Form S-1, filed with the SEC on February 11, 2025).

Mutual Termination of License Agreement dated as of February 27, 2025, by and between the Company and INmune Bio, Inc.

(incorporated by reference to Exhibit 10.1 to the Company’s Fork 8-K, filed with the SEC on March 3, 2025)

Code of Ethics (incorporated by reference Exhibit 14.1 to the Company’s registration statement on Form S-1, filed with the SEC on September 28, 2023).

Registrant’s Insider Trading Policy

List of Subsidiaries.

(incorporated by reference Exhibit 21.1 to the Company’s registration statement on Form S-1, filed with the SEC on February 11, 2025).

Consent of TPS Thayer.

Consent of HTL International, LLC.

Powers of Attorney (the signature page to this registration statement)

Certification of Principal Executive Officer required by Rule 13a-14(a).

Certification of Principal Financial Officer required by Rule 13a-14(a).

Certification required by Section 1350 of Chapter 63 of Title 18 of the United States Code.

Certification pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Registrant’s Policy Related to Recovery of Erroneously Awarded Compensation

Inline XBRL Instance Document.

Inline XBRL Taxonomy Extension

Schema Document.

Inline XBRL Taxonomy Extension

Calculation Linkbase Document.

Inline XBRL Taxonomy Extension

Definition Linkbase Document.

Inline XBRL Taxonomy Extension

Label Linkbase Document.

Inline XBRL Taxonomy Extension

Presentation Linkbase Document.

Cover Page Interactive

Data File (formatted as Inline XBRL and contained in Exhibit 101).

Inline XBRL Taxonomy Extension Schema Document.

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Inline XBRL Taxonomy Extension Definition Linkbase Document.

Inline XBRL Taxonomy Extension Label Linkbase Document.

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

† Information

in this exhibit identified by brackets is confidential and has been excluded pursuant to

Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the type

the Company treats as private or confidential.

in this exhibit identified by brackets is confidential and has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because

it is both (i) not material and (ii) the type the Company treats as private or confidential.

contract or compensatory plan

FORM 10-K SUMMARY

We have elected

not to provide a summary of the information provided in this annual report on Form 10-K.

We have elected not to provide a summary of the information provided

in this Annual Report.

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed

on its behalf by the undersigned, thereunto duly authorized.

ELEVAI LABS INC.

Chief Executive Officer

(Principal Executive Officer)

Graydon Bensler

Chief Financial Officer

(Principal Accounting Officer)

person whose signature appears below constitutes and appoints Jordan R.

Plews and Graydon Bensler, jointly and severally, his or her

attorney-in-fact, with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report

on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange

Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his or her substitute or substitutes, may do

or cause to be done by virtue hereof.

to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons

on behalf of the registrant and in the capacities and on the dates indicated.

Executive Officer, President and Director

March 29, 2024

Executive Officer)

PMGC HOLDINGS INC.

Graydon Bensler

Financial Officer and Director

Chief Executive Officer and Chief Financial Officer

(Principal Executive Officer and Principal

Financial and Accounting Officer)

Each person whose signature appears below constitutes

and appoints Graydon Bensler as his or her attorney-in-fact, with the power of substitution, for him or her in any and all capacities,

to sign any amendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection

therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his

or her substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities

Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in

the capacities and on the dates indicated.

/s/ Graydon Bensler

Chief Executive Officer, Chief Financial Officer and Director

March 27, 2025

Graydon Bensler

Accounting Officer)

Hatem (Tim) Abou-Sayed

(Principal Executive Officer and Principal Financial and Accounting Officer)

/s/ Braeden Lichti

Chairman of the Board of Directors

March 27, 2025

Hatem (Tim) Abou-Sayed

Jeffrey Parry

Braeden Lichti

/s/ Jeffrey Parry

March 27, 2025

Jeffrey Parry

Juliana Daley

/s/ Juliana Daley

March 27, 2025

Juliana Daley

George Kovalyov

/s/ George Kovalyov

March 27, 2025

George Kovalyov

TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm (PCAOB ID 7000 ) F-3

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets as of December 31, 2024 and 2023 F-5

Consolidated and Combined Statements of Operations and Comprehensive Loss for the years ended December 31, 2023 and 2022 F-5

Consolidated and Combined Statements of Changes in Equity for the years ended December 31, 2023 and 2022 F-6

Consolidated and Combined Statements of Cash Flows for the years ended December 31, 2023 and 2022 F-7

Notes to the Consolidated and Combined Financial Statements F-8

Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2024 and 2023 F-6

Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2024 and 2023 F-7

Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023 F-8

Notes to the Consolidated Financial Statements F-9

Financial Statements of

Holdings Inc.

(formerly Elevai Labs Inc.)

the years ended

1 unchanged sentence

in United States Dollars)

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Audit Committee and Stockholders of

PMGC Holdings Inc.

Opinion on The Financial Statements

We have audited the accompanying consolidated balance

sheets of PMGC Holdings, Inc (formerly Elevai Labs, Inc) and subsidiaries (the "Company”) as of December 31, 2024, and the

related consolidated statements of operations and other comprehensive loss, changes in Stockholders’ equity, and cash flows for

the year ended, December 31, 2024, and the related notes (collectively referred to as “financial statements”).

In our opinion,

the financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31,

2024, and the results of its operations and its consolidated cash flows for the year ended December 31, 2024, in accordance with accounting

principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared

assuming that the Company will continue as a going concern.

As described in Note 2 to the financial statements the Company has suffered

recurring losses from operations and has cash flows used in operations that raise substantial doubt about its ability to continue as a

going concern.

Management’s plans regarding these matters are also described in Note 2.

The financial statements do not include

any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)

and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding

of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s

internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to

assess the risks of material misstatements of the financial statements, whether due to error or fraud, and performing procedures that

respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well

as evaluating the overall presentation of the financial statements.

We believe that our audits provided a reasonable basis for our opinion.

HTL International, LLC

We have served as PMGC Holdings, Inc’s auditor since 2024.

March 27, 2025

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Board of Directors and Shareholders

1 unchanged sentence

Opinion on the Financial Statements

We have audited the

accompanying consolidated balance sheets of Elevai Labs, Inc.

and subsidiaries (collectively, “the Company”) as of

December 31, 2023, and 2022, and the related consolidated statements of operations and other comprehensive loss, shareholders’

equity and cash flows for the two year period then ended and the related notes (collectively referred to as the “financial

statements”).

In our opinion, the financial statements present fairly, in all material respects, the consolidated financial

position of the Company as of December 31, 2023 and 2022, and the consolidated results of its operations and its consolidated cash

flows for the two year period ended December 31, 2023 and 2022 in conformity with generally accepted accounting principles in the

United States of America.

We have audited the accompanying consolidated

balance sheets of Elevai Labs, Inc.

and subsidiaries (collectively, “the Company”) as of December 31, 2023, and 2022, and

the related consolidated statements of operations and other comprehensive loss, shareholders’ equity and cash flows for the two

year period then ended and the related notes (collectively referred to as the “financial statements”).

In our opinion, the

financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2023

and 2022, and the consolidated results of its operations and its consolidated cash flows for the two year period ended December 31, 2023

and 2022 in conformity with generally accepted accounting principles in the United States of America.

Going Concern

The accompanying financial statements

have been prepared assuming that the Company will continue as a going concern.

As described in Note 2 the financial statements, the Company

has suffered recurring losses from operations and has stockholders’ deficit that raise substantial doubt about its ability to continue

The accompanying financial statements have been

prepared assuming that the Company will continue as a going concern.

As described in Note 2 the financial statements, the Company has

suffered recurring losses from operations and has stockholders’ deficit that raise substantial doubt about its ability to continue

as going concern.

Management’s plans regarding these matters are also described in Note 2.

The financial statements do not include any

adjustments that might result from the outcome of this uncertainty.

The financial statements do not include

any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial

statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial

statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United

States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities

laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our

audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of

expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we

express no such opinion.

Our audits included

performing procedures to assess the risks of material misstatements of the financial statements, whether due to error or fraud, and

performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the

amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and

significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

that our audits provided a reasonable basis for our opinion.

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)

and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding

of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s

internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess

the risks of material misstatements of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audits provided a reasonable basis for our opinion.

/s/ TPS Thayer, LLC

TPS Thayer, LLC

We have served as the Company’s

auditor since 2022

We have served as the Company’s auditor since 2022

Sugar Land, Texas

March 28, 2024

Holdings Inc.

(formerly Elevai Labs Inc.)

Balance Sheets

in United States dollar)

held for sale

Current Assets

Receivables, net

Prepaids and deposits

Inventory, net

Total Current Assets

Property and equipment, net

Operating lease right-of-use

in securities

held for sale – non-current

payable and accrued liabilities

to related parties

portion of consideration payable

held for sale

Current Liabilities

Accounts payable and accrued liabilities

Customer deposits

Due to related parties

Current portion of lease liability

Derivative liabilities

Total Current Liabilities

Operating lease liability

Commitments and Contingencies

Preferred stock $ 0.0001 par value;

75,000,000 stock authorized:

Series seed 1 preferred stock, Nil and 213,730 shares issued and outstanding as of December 31, 2023 and 2022,

Series seed 2 preferred stock, Nil and 3,635,252 shares issued and outstanding as of December 31, 2023 and 2022, respectively

Series A preferred stock, Nil and 1,861,799 shares issued and outstanding as of December 31, 2023, and 2022,

Consideration

held for sale – non-current

and Contingencies

Common stock, $ 0.0001 par value, 285,714,286 shares authorized;

438,987 and 12,384 shares issued and outstanding as of December 31, 2024 and 2023, respectively (1)

Additional paid-in capital

Accumulated other comprehensive income

Accumulated deficit

( 7,023,890 )

( 2,722,373 )

paid-in capital

other comprehensive income

LIABILITIES AND EQUITY

(1) Reflects retrospectively the 1-for-200 reverse stock split

that became effective on November 27, 2024 and the subsequent 1-for-7 reverse stock split that became effective March 10, 2025.

combined basis, this reflects retrospectively a reverse stock split of 1-for-1,400.

Refer to Note 1, “Organization and nature of

accompanying notes are an integral part of these consolidated financial statements

Holdings Inc.

(formerly Elevai Labs Inc.)

Statements of Operations and Comprehensive Loss

For the years

ended December 31, 2023 and 2022

the years ended December 31, 2024 and 2023

in United States dollar)

Cost of sales

Operating expenses

Marketing and promotion

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Travel and entertainment

Total Expenses

Net loss before other income

$ ( 3,766,211 )

( 1,791,041 )

Total operating expenses

Other income (expense)

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Interest expense

Loss on sale of equipment

$ ( 4,301,517 )

( 1,800,268 )

Other comprehensive income

Currency translation

comprehensive loss

$ ( 4,301,426 )

( 1,800,359 )

Net loss from continuing operations

Loss from discontinued operations (Note 4)

Total net loss

Other comprehensive income (loss)

Currency translation adjustment

Total comprehensive loss

Basic and diluted loss per share:

Continuing operations

Discontinued operations

Weighted average shares outstanding (1)

The accompanying

notes are an integral part of these consolidated financial statements

(1) Reflects retrospectively the 1-for-200 reverse stock split that became effective on November 27, 2024 and the subsequent 1-for-7 reverse stock split that became effective March 10, 2025.

On a combined basis, this reflects retrospectively a reverse stock split of 1-for-1,400.

Refer to Note 1, “Organization and nature of operations””

accompanying notes are an integral part of these consolidated financial statements

Holdings Inc.

(formerly Elevai Labs Inc.)

Statements of Changes in Stockholders’ Equity

For the years

ended December 31, 2023 and 2022

the years ended December 31, 2024 and 2023

in United States dollars)

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January 1, 2023 (1)

Share issuance

of promissory notes

Exercise of stock

( 2,722,373 )

of stock options

of preferred shares on IPO

issued alongside IPO

issuance costs for IPO

loss for the year

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( 7,023,890 )

Exercise of stock

of preferred shares on IPO

( 3,635,252 )

( 1,861,799 )

issued alongside IPO

issuance costs for IPO

and issuable shares for acquisition of intangible assets

pursuant to public offering

pursuant to Securities Purchase Agreement

of Series B Warrants

loss for the year

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( 13,269,627 )

retrospectively the 1-for-200 reverse stock split that became effective on November 27, 2024 and the subsequent 1-for-7 reverse stock

split that became effective March 10, 2025.

On a combined basis, this reflects retrospectively a reverse stock split of 1-for-1,400.

Refer to Note 1, “Organization and nature of operations”

accompanying notes are an integral part of these consolidated financial statements

Holdings Inc.

(formerly Elevai Labs Inc.)

Statements of Cash Flows

For the years

ended December 31, 2023 and 2022

the years ended December 31, 2024 and 2023

in United States dollars)

Operating activities

$ ( 6,245,737 )

$ ( 4,301,517 )

to reconcile net loss to net cash used in operating activities:

Adjustments to reconcile net

loss to net cash used in operating activities:

Straight-line

on sale of equipment

in fair value of derivative liabilities

in operating assets and liabilities:

interest expense

costs for intangible assets

Changes in operating assets

and liabilities:

expenses and deposits

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Purchase of equipment

on disposal of equipment

of intangible assets

of investments

flows used in investing activities 1

Exercise of stock

from the issuance of series A preferred stock

issuance costs for IPO

from notes payable

$ ( 610,564 )

proceeds from issuance of common stock and warrants

proceeds from issuance of Notes

Repayment of Notes

( 1,150,000 )

Exercise of stock options

from IPO, net

flows provided by financing activities

of exchange rate changes on cash

beginning of period

Increase in cash

Cash, beginning of period

ending of period

Supplemental cash flow information:

Cash paid for taxes

Non-cash Investing and Financing

transactions:

of preferred stock to common stock

of notes payable and accrued interest through issuance of series A preferred stock and warrants

liability broker warrants included in share issuance cost for IPO

cash flow information:

paid for interest

paid for taxes

Investing and Financing transactions:

Common stock issued and issuable

on acquisition of intangible asset

Conversion of preferred stock

to common stock

Derivative liability broker

warrants included in share issuance cost for IPO

1 Refer to Note 4 for disclosure of cash flows used in operating and investing activities of discontinued operations.

accompanying notes are an integral part of these consolidated financial statements

Holdings Inc.

(formerly Elevai Labs Inc.)

to the Consolidated Financial Statements

For the years

ended December 31, 2023 and 2022

the years ended December 31, 2024 and 2023

in United States dollars)

and nature of operations

(“Elevai”) was incorporated under the laws of the State of Delaware on June 9, 2020.

Elevai and its 100 % owned

subsidiary, Elevai Research Inc, are collectively referred to in these consolidated financial statements as “the Company”.

Company is a skincare development company engaged in the design, manufacture, and marketing of skincare products in the skincare industry.

The Company’s principal activities are developing and manufacturing skincare products.

Holdings Inc.

(formerly Elevai Labs Inc.) (“PMGC”) was incorporated under the laws of the State of Delaware on June 9, 2020 .

During 2024, PMGC completed a reorganization that included a name change and redomiciling from Delaware to Nevada.

PMGC and its 100 %

owned subsidiaries, PMGC Research Inc.

(formerly Elevai Research Inc) (“PMGC Research”), PMGC Impasse Corp (formerly Elevai

Skincare Inc.), Northstrive Biosciences Inc.

(formerly Elevai Biosciences, Inc), and PMGC Capital LLC, are collectively referred to in

these consolidated financial statements as “the Company.”

April 29, 2024, PMGC Impasse Corp (“Skincare”) and Northstrive Biosciences Inc.

(“BioSciences”) were incorporated

under the laws of the state of Delaware.

PMGC is the sole shareholder of Skincare and BioSciences.

The purpose of Skincare is to operate

the Company’s skincare business, while the purpose of BioSciences is to hold and develop the Company’s intellectual property.

Effective May 1, 2024, PMGC transferred its operating assets and liabilities relating to its skincare business to Skincare in exchange

for common stock of Skincare.

On November 13, 2024, PMGC Capital LLC (“PMGC Capital”) was incorporated under the laws of

the state of Nevada, PMGC is the sole shareholder of PMGC Capital.

November 27, 2024, the Company completed a reverse stock split on a ratio of two hundred old common shares for every one new post reverse

split common share.

In addition, on March 10, 2025, the Company completed a second reverse stock split on a ratio of 7 common shares

for every one new post second reverse split common share.

All current and comparative references to the number of common shares, warrants,

options, weighted average number of common shares, and loss per share have been retrospectively adjusted to give effect to these reverse

stock splits.

On a combined basis, this reflects retrospectively a reverse stock split of 1-for-1,400.

December 31, 2024, PMGC and Skincare, entered into an asset purchase agreement (the “Asset Purchase Agreement”) with an unrelated

third party, pursuant to which it was agreed to sell the skincare business.

The sale of the skincare business closed on January 16, 2025.

In accordance with ASC 205-20 “ Discontinued Operations ”, the assets and liabilities and the results of operations

of the skincare business have been presented in these consolidated financial statements as assets and liabilities held for sale and discontinued

The Company also retrospectively adjusted the consolidated balance sheet as at December 31, 2023, and the consolidated statement

of operations and comprehensive loss for the year ended December 31, 2023, to reflect assets and liabilities held for sale and discontinued

operations separately from continuing operations (Note 4).

Holdings Inc.

(formerly Elevai Labs Inc.)

to the Consolidated Financial Statements

the years ended December 31, 2024 and 2023

in United States dollars)

to entering into the Asset Purchase Agreement, the Company’s principal business was operating a skincare development company engaged

in the design, manufacture, and marketing of skincare products in the skincare industry.

With the sale of the skincare business, the

Company changed its principal business.

PMGC is a diversified holding company that manages and grows its portfolio through strategic

acquisitions, investments, and development across various industries.

PMGC currently manages and operates a diverse portfolio of three

wholly owned subsidiaries:

BioSciences – 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.

For more information, please visit www.northstrivebio.com.

PMGC Research – 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 – is a multi-strategy investment firm focused on direct investments, strategic lending, and acquiring undervalued companies and assets across diverse markets.

Our mission is to identify and seize high-potential opportunities, delivering sustainable growth and maximizing returns on capital.

audited consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize

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operations, and ultimately the attainment of profitable operations.

of December 31, 2023 and 2022, the Company had a net working capital of $ 3,622,091 and $ 963,050 , respectively, and has an accumulated

deficit of $ 7,023,890 and $ 2,722,373 , respectively.

Furthermore, for the years ended December 31, 2023 and 2022, the Company incurred

a net loss of $ 4,301,517 and $ 1,800,268 , respectively and used $ 4,556,811 and $ 1,585,876 , respectively of cash flows for operating activities.

These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.

These audited consolidated

financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification

of liabilities that might be necessary should the Company be unable to continue as a going concern.

As of December 31, 2024 and 2023, the

Company had a net working capital of $ 4,251,867 and $ 3,622,091 , respectively, and has an accumulated deficit of $ 13,269,627 and $ 7,023,890 ,

respectively.

Furthermore, for the years ended December 31, 2024 and 2023, the Company incurred a net loss of $ 6,245,737 and $ 4,301,517 ,

respectively and used $ 5,486,980 and $ 4,556,811 , respectively of cash flows for operating activities.

These factors raise substantial

doubt regarding the Company’s ability to continue as a going concern.

These audited consolidated financial statements do not include

any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary

should the Company be unable to continue as a going concern.

assessment of whether the going concern assumption is appropriate requires management to take into account all available information

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as a going concern.

plans that alleviate substantial doubt about the Company’s ability to continue as a going concern include raising additional debt

or equity financing.

Although the Company has been successful in raising funds in the past, and expects to do so in the future, there

are no guarantees that it will be able to raise funds as anticipated.

plans that alleviate substantial doubt about the Company’s ability to continue as a going concern include the sale of the loss-making

skincare business and raising additional equity financing.

Although the Company has been successful in raising funds in the past, and

expects to do so in the future, there are no guarantees that it will be able to raise funds as anticipated.

Holdings Inc.

(formerly Elevai Labs Inc.)

to the Consolidated Financial Statements

the years ended December 31, 2024 and 2023

in United States dollars)

of Significant Accounting Policies

of Presentation

consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the

United States (“U.S.

GAAP”) and are expressed in U.S.

These consolidated financial statements include the accounts

of the Company and its wholly owned subsidiary.

consolidated financial statements of the Company have been prepared in accordance with rules and regulations of the U.S.

Securities and

Exchange Commission (“SEC”) and generally accepted accounting principles in the United States (“U.S.

are expressed in U.S.

These consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries.

All intercompany accounts and transactions were eliminated upon consolidation.

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of America and have been consistently applied in the preparation of the consolidated financial statements.

the Consolidated Financial Statements

For the years

ended December 31, 2023 and 2022

in United States dollars)

of Consolidation

consolidated financial statements include the account of Elevai, and its 100 % owned subsidiary, Elevai Research.

All intercompany accounts,

transactions and profits were eliminated in the consolidated financial statements.

consolidated financial statements include the account of PMGC, and its 100 % owned subsidiaries, PMGC Research, Skincare, BioSciences

and PMGB Capital.

All intercompany accounts, transactions and profits were eliminated in the consolidated financial statements.

preparation of the consolidated financial statements in conformity with U.S.

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Company’s functional and reporting currency is the U.S.

The functional currency of Elevai Research is the Canadian dollar.

The functional currency of PMGC Research is the Canadian dollar.

Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet

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currency denominated transactions or balances are included in the determination of income.

accounts of Elevai Research are translated to U.S.

accounts of PMGC Research are translated to U.S.

dollars using the current rate method.

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income (loss).

Holdings Inc.

(formerly Elevai Labs Inc.)

to the Consolidated Financial Statements

the years ended December 31, 2024 and 2023

in United States dollars)

Segments and Geographic Areas

Company has one reportable segment.

The Company’s activities are interrelated, and each activity is dependent upon and supportive

of the other.

Accordingly, all significant operating decisions are based on analysis of financial products provided as a single global

majority of the Company’s operations are conducted from and its assets are located in the United States Elevai Research, the Company’s

Canadian subsidiary, is located in Canada and provide limited operational support.

The following is a summary of the Company’s

operations, assets and liabilities split between the Unites States and Canada:

Cost of sales

The Company’s continuing operations

consists of one reportable segment.

The Chief Executive Officer has been identified as the Chief Operating Decision Maker (CODM).

Company’s activities are interrelated, and each activity is dependent upon and supportive of the other.

The CODM manages business

activities using consolidated information for the Company as a whole.

Accordingly, all significant operating decisions are based on analysis

of financial products provided as a single global business.

As a result, no disaggregated segment information is presented.

majority of the Company’s continuing operations are conducted from and its assets are located in the United States.

PMGC Research,

the Company’s Canadian subsidiary, is located in Canada and provide limited operational support and research.

The following is

a summary of the Company’s continuing operations, assets and liabilities split between the Unites States and Canada:

United States

Other income (expense)

Net loss from continuing operations

Current Assets

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Total Liabilities

$ ( 400,012 )

the Consolidated Financial Statements

For the years

ended December 31, 2023 and 2022

Operations, and Assets and Liabilities Held for Sale

Company classify long-lived assets, or disposal groups comprised of assets and liabilities, as held for sale in the period in which the

following six criteria are met, (i) management, having the authority to approve the action, commits to a plan to sell the group of assets

and liabilities;

(ii) the assets and liabilities are available for immediate sale in its present condition, subject only to terms that

are usual and customary;

(iii) an active program to locate a buyer and other actions required to complete the plan to sell have been

(iv) the sale is probable and is expected to be completed within one year;

(v) the property is being actively marketed for

sale at a price that is reasonable in relation to its current fair value;

and (vi) actions necessary to complete the plan of sale indicate

that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn, in accordance with Accounting

Standard Codification (“ASC”) 360, Property, Plant and Equipment.

A business classified as held for sale is recorded at the

lower of its carrying amount or estimated fair value less cost to sell.

If the carrying amount of the business exceeds its estimated

fair value less cost to sell, a loss is recognized.

Assets and liabilities related to a business classified as held for sale are segregated

in the current and prior balance sheets in the period in which the business is classified as held for sale, resulting in changes to the

presentation of certain prior period amounts.

The Company ceases depreciation and amortization on long-lived assets (or disposal groups)

classified as held for sale and measures them at the lower of carrying value or estimated fair value less cost to sell.

Holdings Inc.

(formerly Elevai Labs Inc.)

to the Consolidated Financial Statements

the years ended December 31, 2024 and 2023

in United States dollars)

2023, the Company’s started exporting products to international markets.

Following is a breakdown of the sales per geographical

Company reports the results of operations of a business as discontinued operations if a disposal represents a strategic shift that has

(or will have) a major effect on the Company’s operations and financial results when the business is classified as held for sale,

in accordance with ASC 360, and ASC 205-20, Presentation of Financial Statements – Discontinued Operations.

Under ASC 360, assets

may be classified as held for sale even though discontinued operations classification is not met.

The results of discontinued operations

are reported in Net loss from discontinued operations, net of tax in the accompanying consolidated statements of operations and comprehensive

loss for current and prior periods, including any gain or loss recognized on closing or adjustment of the carrying amount to fair value

less cost to sell.

All other notes to these consolidated financial statements present the results of continuing operations and exclude

amounts related to discontinued operations for all periods presented.

May 2014, the FASB issued ASU No.

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product to the Company.

There were no significant returns or refunds during the year ended December 31, 2023 and 2022.

the Consolidated Financial Statements

For the years

ended December 31, 2023 and 2022

There were no significant returns or refunds during the years ended December 31, 2024 and 2023.

Holdings Inc.

(formerly Elevai Labs Inc.)

to the Consolidated Financial Statements

the years ended December 31, 2024 and 2023

in United States dollars)

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of December 31, 2024 and 2023, the Company has not capitalized any development cost.

accordance with ASC 350 “Intangibles—Goodwill and Other”, intangible assets are recorded at cost less accumulated amortization.

They are depreciated using the straight-line method over their estimated useful lives, which reflect the period over which economic benefits

are expected to be realized.

In accordance with ASC 730 “Research and development costs”, an acquired in-process researched

and development (“IPR&D”) intangible asset with an alternative future use is capitalized, in accordance with ASC 350,

and amortized over its useful life.

Although IPR&D assets are likely to be finite-lived, amortization does not begin until the research

and development projects are completed.

In accordance with the IPR&D asset purchase agreement, the Company is required to meet development

milestones starting with the initiation of a pre-clinical IND-enabling study within 2 years of the acquisition date, and ending with

obtaining marketing approval from the FDA within 9 years of the acquisition date.

Management assesses impairment indicators at each reporting

The estimated useful lives of intangible assets are generally as follows:

License #1 – INmune 10 -year straight-line

License #2 – MOA IPR&D project not yet complete

and Promotion

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(“ROU”) assets, operating lease liabilities - current, and operating lease liabilities - noncurrent on the balance sheets.

Holdings Inc.

(formerly Elevai Labs Inc.)

to the Consolidated Financial Statements

the years ended December 31, 2024 and 2023

in United States dollars)

assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease

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did not have any amounts recorded pertaining to tax expense or recovery.

the Consolidated Financial Statements

For the years

ended December 31, 2023 and 2022

in United States dollars)

Company records uncertain tax provisions in accordance with ASC 740 based on a two-step process whereby (1) a determination is made about

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Refundable deposits relate to the Company’s security deposit on lease agreements.

Holdings Inc.

(formerly Elevai Labs Inc.)

to the Consolidated Financial Statements

the years ended December 31, 2024 and 2023

in United States dollars)

and Uncertainties

Company is subject to risks from, among other things, competition associated with the industry in general, regulatory environment, other

risks associated with financing, liquidity requirements, rapidly changing customer requirements, limited operating history,

foreign currency exchange rates and the volatility of public markets.

risks associated with financing, liquidity requirements, rapidly changing customer requirements, limited operating history, foreign currency

exchange rates and the volatility of public markets.

Contingencies

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which case the guarantee would be disclosed.

the Consolidated Financial Statements

For the years

ended December 31, 2023 and 2022

in United States dollars)

and Cash Equivalents

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the customer is contacted to arrange payment.

The Company uses the allowance method to account for uncollectable receivables.

As of December

31, 2023 and 2022, there was no allowance for uncollectable receivables recorded.

The Company uses the allowance for credit losses method to account for uncollectable receivables.

As of December 31, 2024 and 2023, there was no allowance for credit losses related to receivables recorded.

consist of raw materials, work-in-progress and finished goods and are valued at the lower of cost or net realizable value.

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to net realizable value, if lower.

Holdings Inc.

(formerly Elevai Labs Inc.)

to the Consolidated Financial Statements

the years ended December 31, 2024 and 2023

in United States dollars)

and Equipment

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The estimated useful lives of property and equipment are generally as follows:

7 -year straight-line

5 -year straight-line

Lab equipment 7 -year straight-line

Furniture and fixtures 7 -year straight-line

Computers 5 -year straight-line

Company ceases to depreciate property and equipment on the date that it is reclassified to assets held for sale.

of Long-Lived Assets

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a loss is recognized for the excess of the carrying amount over the fair value of the asset.

Company’s policy for property and equipment requires judgement in determining whether the present value of future expected economic

benefits exceeds capitalized costs.

The policy requires management to make certain estimates and assumptions about future economic benefits

related to its operations.

Estimates and assumptions may change if new information becomes available.

If information becomes available

suggesting that the recovery of capitalized cost is unlikely, the capitalized cost is written off/impaired to the consolidated statement

of operations.

the Consolidated Financial Statements

For the years

ended December 31, 2023 and 2022

in United States dollars)

The Company’s policy for long-lived

assets requires judgement in determining whether the present value of future expected economic benefits exceeds capitalized costs.

policy requires management to make certain estimates and assumptions about future economic benefits related to its operations.

and assumptions may change if new information becomes available.

If information becomes available suggesting that the recovery of capitalized

cost is unlikely, the capitalized cost is written off/impaired to the consolidated statement of operations.

Financial Instruments

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an event occurs and if that event is outside the Company’s control), (ii) gives the counterparty a choice of net-cash settlement

or settlement in shares (physical settlement or net-share settlement) or (iii) that contain reset provisions that do not qualify for

the scope exception.

The Company assesses classification of its common stock warrants at each reporting date to determine whether a change

in classification is required.

Warrants classified as liabilities are initially recorded at fair value, with gains and losses arising

from changes in fair value recognized in other income (expense) in the consolidated statements of operations at each period end while

such instruments remain outstanding.

or (iii) that contain reset provisions that do not qualify for the scope exception.

The Company assesses classification of its common

stock warrants at each reporting date to determine whether a change in classification is required.

Warrants classified as liabilities

are initially recorded at fair value, with gains and losses arising from changes in fair value recognized in other income (expense) in

the consolidated statements of operations at each period end while such instruments remain outstanding.

Holdings Inc.

(formerly Elevai Labs Inc.)

to the Consolidated Financial Statements

the years ended December 31, 2024 and 2023

in United States dollars)

Instruments and Fair Value Measurements

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of the fair value of the assets or liabilities.

the Consolidated Financial Statements

For the years

ended December 31, 2023 and 2022

Company’s financial instruments consist of cash, receivables, investment in securities, accounts payable and accrued liabilities,

consideration payable, due to related parties and derivative liabilities.

Except for cash, investment in securities and derivative liabilities,

the Company’s financial instruments’ carrying amounts, excluding unamortized discounts, approximate their fair values due

to their short term to maturity.

Cash is measured and recognized at fair value based on level 1 inputs for all periods presented.

in securities is measured and recognized at fair value based on level 2 inputs as at December 31, 2024.

Derivative liabilities are measured

and recognized at fair value based on level 3 inputs.

Holdings Inc.

(formerly Elevai Labs Inc.)

to the Consolidated Financial Statements

the years ended December 31, 2024 and 2023

in United States dollars)

Company’s financial instruments consist of cash, receivables, accounts payable and accrued liabilities, notes payable, due to related

parties and derivative liabilities.

Except for cash and derivative liabilities, the Company’s financial instruments’ carrying

amounts, excluding unamortized discounts, approximate their fair values due to their short term to maturity.

Cash is measured and recognized

at fair value based on level 1 inputs for all periods presented.

Derivative liabilities are measured and recognized at fair value based

on level 3 inputs.

December 31, 2023:

Derivative liabilities

December 31, 2022:

Derivative liabilities

Investment in securities

Company computes net income (loss) per share in accordance with ASC 260, “Earnings per Share”.

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Diluted EPS excludes all potential shares if their effect is anti-dilutive.

Company’s preferred stock, stock options and warrants outstanding as of December 31, 2023 and 2022, are considered potential common

shares that could dilute earnings per share, but were not included in the diluted loss per share computation because their effect was

antidilutive for the periods presented.

Company’s preferred stock, stock options and warrants outstanding during the years ended December 31, 2024 and 2023, are considered

potential common shares that could dilute earnings per share, but were not included in the diluted loss per share computation because

their effect was antidilutive for the periods presented.

As a result, there is no difference between the computation of basic and diluted

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recognized in the statement of operations over the requisite service period.

the Consolidated Financial Statements

For the years

ended December 31, 2023 and 2022

in United States dollars)

the years ended December 31, 2024 and 2023, the Company recorded $ 97,167 and $ 487,738 , respectively, in share-based compensation expense,

of which $ 476,905 and $ 10,833 , and $ 164,907 and $ 6,962 , respectively is included in office and administration and research and development,

of which $ 93,449 and $ 3,718 , and $ 250,067 and $ 237,671 , respectively is included in office and administration and discontinued operations,

respectively.

Within discontinued operations for the years ended December 31, 2024 and 2023, ($ 599 ) and $ 4,317 , and $ 226,838 and $ 10,833 ,

respectively is included in office and administration and research and development, respectively.

Holdings Inc.

(formerly Elevai Labs Inc.)

to the Consolidated Financial Statements

the years ended December 31, 2024 and 2023

in United States dollars)

the appropriate fair value model and the related assumptions requires judgment.

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the expected dividend yield is assumed to be zero.

Accounting Standards

for Freestanding Instruments Issued Together

Company accounts for multiple instruments issued together in accordance with ASC 470 “Debt”, ASC 480 “Distinguishing

Liabilities from Equity” and ASC 505 “Equity”.

The Company first identifies all freestanding instruments.

When multiple

freestanding instruments are issued in a single transaction, the total proceeds from the transaction are allocated among the individual

freestanding instruments identified based on their relative fair values at issuance.

Transaction costs that are directly attributable

to the issuance of both debt and equity are allocated between the liability and equity components based on their relative fair values.

Adopted Accounting Standards

August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt—Debt with Conversion and Other Options” and ASC

subtopic 815-40 “Hedging—Contracts in Entity’s Own Equity”.

The standard reduced the number of accounting models

for convertible debt instruments and convertible preferred stock.

Convertible instruments that continue to be subject to separation models

are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition

of a derivative, and that do not qualify for a scope exception from derivative accounting;

and (2) convertible debt instruments issued

with substantial premiums for which the premiums are recorded as paid-in capital.

The amendments in this update are effective for fiscal

years beginning after December 15, 2021, including interim periods within those fiscal years.

The adoption of this standard did not have

a significant impact on the Company’s consolidated financial statements.

March 2022, the FASB issued ASU 2022-02, ASC Subtopic 326 “Credit Losses”:

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Credit Losses on Financial Instruments, the Board has provided resources to monitor and assist stakeholders with the implementation of

Post-Implementation Review (PIR) activities have included forming a Credit Losses Transition Resource Group, conducting outreach

with stakeholders of all types, developing educational materials and staff question-and-answer guidance, conducting educational workshops,

and performing an archival review of financial reports.

2022-02 is effective for annual and interim periods beginning after December

The adoption of this standard did not have a significant impact on the Company’s consolidated financial statements.

Issued Accounting Standards

Company assesses the adoption impacts of recently issued, but not yet effective, accounting standards by the Financial Accounting Standards

Board on the Company’s consolidated financial statements.

Topic 326 (“Update”).

Post-Implementation Review (PIR) activities have included forming a Credit Losses Transition Resource

Group, conducting outreach with stakeholders of all types, developing educational materials and staff question-and-answer guidance, conducting

educational workshops, and performing an archival review of financial reports.

2022-02 is effective for annual and interim periods

beginning after December 15, 2022.

The adoption of this standard did not have a significant impact on the Company’s consolidated

financial statements.

June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820 “Fair Value Measurement of Equity Securities Subject to Contractual Sale

4 unchanged sentences

that are measured at fair value in accordance with Topic 820.

the Consolidated Financial Statements

For the years

ended December 31, 2023 and 2022

in United States dollars)

asserted that the language in the illustrative example resulted in diversity in practice on whether the effects of a contractual restriction

3 unchanged sentences

application of a discount to be inappropriate under the principles of Topic 820.

Holdings Inc.

(formerly Elevai Labs Inc.)

to the Consolidated Financial Statements

the years ended December 31, 2024 and 2023

in United States dollars)

public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2023, and interim

periods within those fiscal years.

Company does not expect the standard to have a significant impact on its consolidated financial statements.

of December 31, 2023 and 2022, receivables consisted of the following:

Trade receivable

Sales taxes receivable

Company records sales taxes receivable for recoverable sales taxes paid on eligible purchases in its Canadian subsidiary.

The adoption of this standard did not have a significant impact on the Company’s consolidated

financial statements.

November 2023, the FASB issued ASU No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures (“ASU

2023-07”), intended to improve reportable segments disclosure requirements primarily through enhanced disclosures about significant

segment expenses.

ASU 2023-07 includes a requirement

to disclose significant segment expenses that are regularly provided to the CODM and included within each reported measure of segment

profit or loss, the title and position of the CODM, an explanation of how the CODM uses the reported measure(s) of segment profit or

loss in assessing segment performance and deciding how to allocate resources, and all segments’ profit or loss and assets disclosures.

ASU 2023-07 is effective for all public companies for fiscal years beginning after December 15, 2023, and interim periods for the interim

period beginning on January 1, 2025.

Adoption of ASU 2023-07 did not have a material impact on the Company’s financial statement.

Issued Accounting Standards

Company assesses the adoption impacts of recently issued, but not yet effective, accounting standards by the Financial Accounting Standards

Board on the Company’s consolidated financial statements.

are no recently issued accounting standards which may have effect on the Company’s consolidated financial statements

and liabilities held for sale and Discontinued operations

to the Asset Purchase Agreement, the Company agreed to sell its skincare business for (i) shares of common stock of the buyer, having

a market value of $ 1,075,463 at the time of entering into the agreement;

(ii) buyer’s assumption of certain liabilities;

$ 56,525 in cash.

the closing which occurred on January 15, 2025 (the “Closing” or “Closing Date”), buyer will pay additional earn-out

consideration for the sale, if and when payable:

(a) buyer will pay, for each year ending on the anniversary of the Closing Date during

the five-year period following the Closing, an amount, if any, equal to 5 % of the sales generated during such year from the existing

products as of the Closing;

and (b) buyer will pay a one-time payment of $ 500,000 if buyer achieves $ 500,000 in revenue from sales of

the existing hair and scalp products as of the Closing on or before the 24-month anniversary of the Closing Date.

following table summarizes the major line items for the skincare business that are included in loss from discontinued operations, net

of taxes in the consolidated statements of operations:

of goods sold

Marketing and promotion

Consulting fees

Office and administrative

Professional fees

Investor relations

Research and development

Foreign exchange (gain) loss

and entertainment

Interest expense

from discontinued operations

Holdings Inc.

(formerly Elevai Labs Inc.)

to the Consolidated Financial Statements

the years ended December 31, 2024 and 2023

in United States dollars)

following table summarizes the carrying amounts of major classes of assets and liabilities of discontinued operations as at December

31, 2024 and 2023:

Receivables, net

Prepaid expenses and deposits

Property and equipment

Total current

assets held for sale

Property and equipment

assets held for sale

Accounts payable and accrued

Customer deposits

Total current

liabilities held for sale

assets and liabilities held for sale, net

the estimated proceeds on sale exceed the net assets and liabilities held for sale, there is no write down to net realizable value required

as at December 31, 2024.

31, 2023, and December 31, 2022, the Company recorded a provision for doubtful accounts of $ nil and $ nil , respectively.

following represents the cash flows from operating and investing activities of discontinued operations for the years ended December 31,

2024 and 2023:

December 31, 2024

December 31, 2023

Cashflows used

in operating activities

$ ( 2,686,379 )

$ ( 2,441,940 )

used in investing activities

Holdings Inc.

(formerly Elevai Labs Inc.)

to the Consolidated Financial Statements

the years ended December 31, 2024 and 2023

in United States dollars)

of December 31, 2024 and 2023, receivables consisted of sales taxes receivable of $ 5,276 and $ 3,072 , respectively.

The Company records

sales taxes receivable for recoverable sales taxes paid on eligible purchases in its Canadian subsidiary.

of December 31, 2024 and 2023, prepaid and deposits consisted of the following:

Prepaid expenses

Deferred share issuance

and listing expense

Prepaids and deposits - current

Deposits- non-current

of December 31, 2023 and 2022, the security deposit on the Company’s long term lease in the amount of $ 10,773 and $ 10,773 , respectively,

is classified as a non-current deposit on the balance sheet.

of December 31, 2023 and 2022, inventory consisted of the following:

Raw materials

Work in progress

Finished goods

of inventory recognized as expense in cost of sales for the years ended December 31, 2023 and 2022, totaled $ 363,082 and $ 251,580 , respectively.

In addition, the cost of inventory relating to samples given out and expensed in marketing and promotion for the year ended December

31, 2023 and 2022 totaled $ 124,376 and $ 36,501 , respectively.

As at December 31 2023, and December 31, 2022, the Company recorded an

allowance for inventory of $ nil and $ nil , respectively.

the Consolidated Financial Statements

For the years

ended December 31, 2023 and 2022

in United States dollars)

and Equipment

in securities

December 23, 2024, the Company participated in a private placement of a company in the U.S.

uranium energy market with an investment

of $ 139,084 .

fair value of the investments as at December 31, 2024 were determined based on the most recently observable market transaction and there

were no changes in the value since its initial recognition.

The investment has been classified as a long-term investment.

Balance, December 31, 2022

Foreign currency translation

currency translation

Balance, December 31,

Foreign currency translation

currency translation

Balance, December 31,

1 unchanged sentence

Balance, December 31, 2022

Foreign currency translation

currency translation

Balance, December 31,

Foreign currency translation

currency translation

Balance, December 31,

2 unchanged sentences

December 31, 2024

the years ended December 31, 2023 and 2022, the Company capitalized depreciation of $ 1,354 and $ 1,478 , respectively as part of the production

of inventory.

2022, the Company entered into a noncancelable operating lease that includes two property location, one which is being used as the Company’s

office and the other as its lab for research and development and the production of inventory.

The lease had a commencement date of June

1, 2022 and expires on May 31, 2025, after which the term will continue on a month-to-month basis.

July 3 rd , 2023, the Company amended the terms of the previously entered lease agreement to lease additional office space from

Rent increased from $ 10,773 to $ 13,477 per month commencing July 1, 2023, through May 31, 2025.

The lease amendment required

a remeasurement of the lease liability which resulted in an increase of $ 47,986 to the lease liability and an equal increase in the right

of use asset as of July 1, 2023.

Company recognized a total lease cost related to its noncancelable operating lease of $ 142,741 and $ 73,802 for the year ended December

31, 2023, and 2022, respectively.

The lease cost has been allocated as follows based on the square footage of each property location.

the Consolidated Financial Statements

For the years

ended December 31, 2023 and 2022

Holdings Inc.

(formerly Elevai Labs Inc.)

to the Consolidated Financial Statements

the years ended December 31, 2024 and 2023

in United States dollars)

Office space, recorded in office

and administration

Lab space, recorded in research and development

Lab space, capitalized

to production of inventory

of December 31, 2023 and December 31, 2022, the Company recorded a security deposit of $ 10,773 (note 5).

minimum lease payments under the Company’s operating lease that has an initial noncancelable lease term in excess of one year at

December 31, 2023 are as follows:

Imputed interest

lease liability

Operating lease lability – current

Operating lease lability – non-current

July 3rd, 2023, the Company amended the terms of the previously entered lease agreement on July 4, 2022 to acquire more space.

increase to $ 13,476.75 per month commencing July 1, 2023.

The Company used a discount rate of 11.50 % upon the remeasurement of the lease

liability on July 1, 2023, compared to an original discount rate of 8 % on lease commencement, as its incremental cost of borrowing due

to the amendment.

The remaining lease term as of December 31, 2023, is 1.42 years (December 31, 2022 – 2.42 years).

Payable and Accrued Liabilities

of December 31, 2023 and 2022, accounts payable and accrued liabilities consisted of the following:

Accounts payable

Accrued liabilities

April and May 2022, the Company issued promissory notes to five investors (including two related parties of the Company) for a total

amount of $ 183,970 .

The promissory notes carried simple interest at a rate of 8 % per annum.

On July 15 2022, the promissory notes and

accrued interest of $ 2,614 , converted into the Series A financing round in accordance with the original terms of the agreements.

conversion price was set at $ 0.80 ( 60 % of the Series A preferred shares financing round price) and as a result the noteholders received

231,828 Series A preferred shares.

In addition, the conversion terms contained a 100 % warrant coverage ratio resulting in the note holders

receiving 231,828 common stock purchase warrants with an exercise price of $ 2.01 ( 150 % of the Series A financing round price).

the Consolidated Financial Statements

For the years

ended December 31, 2023 and 2022

assets and consideration payable

January 15, 2024, the Company entered into a license agreement with a Biotechnology company to use their proprietary technology and process

to assist in formulating stem cells (“License #1”).

The term of the license is 10 years and has a purchase price of $ 1,000,000 .

The payments structure for License #1 is as follows:

a) $ 50,000 payable upon executing the license (paid)

b) $ 350,000 payable on March 15, 2025 (updated from July 15, 2024 in an amendment dated July 9, 2024) 1

c) $ 600,000 payable on completion of technology transfer or two years from January 15, 2024, whichever comes first 1 .

February 27, 2025, the Company and the Biotechnology company entered into a mutual termination agreement to terminate the Company’s

right to License #1 and to release the Company of the remaining undiscounted obligation payable of $ 950,000 .

Upon termination, no further

obligations will be required of either party.

cost of License #1 was measured at $ 861,452 , which is the fair value of the consideration payable on initial recognition, determined

by discounting the future payments using a market interest rate of 11.75 %.

Consideration

payable – undiscounted

on initial recognition

Fair value on initial recognition

Balance, December 31,

Consideration payable –

Consideration

payable – non-current

April 30, 2024, the Company entered into an exclusive license agreement with a pharmaceutical company granting the Company rights to

develop, manufacture, and commercialize licensed products (“License #2”).

The Company has classified License #2 as an IPR&D

asset resulting in only the acquisition costs plus any transaction costs to be capitalized upon acquisition.

The research and development

project associated with License #2 is not yet complete and as a result the Company has not yet determined the useful life of the IPR&D

Company paid consideration of $ 400,000 and 679 common shares with a value of $ 492,850 to the pharmaceutical company.

The shares issued

to the pharmaceutical company are unregistered and subject to trading restrictions for six months from the issue date resulting in a

fair value discount adjustment of $ 173,100 on the value of the common shares issued to the pharmaceutical company.

The Company incurred

transaction costs of $ 12,320 in legal fees and $ 1,117,771 in common shares paid to a consultant who assisted in acquiring License #2.

The common shares to be issued to the consultant will be unregistered and subject to trading restrictions for a 1-year period from the

issue date of the first tranche resulting in a fair value discount adjustment of $ 599,863 on the value of the common shares issued to

the consultant.

The fair value adjustments were calculated using the Black-Scholes Option Pricing Model.

Holdings Inc.

(formerly Elevai Labs Inc.)

to the Consolidated Financial Statements

the years ended December 31, 2024 and 2023

in United States dollars)

July 15, 2022, the Company issued 231,828 common stock purchase warrants with an exercise price of $ 2.01 as part of the conversion of

promissory notes (Note 10).

November 21, 2023, the Company completed its Initial Public Offering (“IPO”) (Note 12) and issued 75,000 warrants (the “IPO

The IPO warrants are exercisable into one common share of the Company at $ 4 per share and expire on November 21, 2028 .

Black-Scholes Option Pricing Model requires six basic data inputs:

the exercise or strike price, expected time to expiration or exercise,

the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate.

Changes to these inputs could produce a significantly higher or lower fair value measurement.

following assumptions were used in the Black-Scholes option pricing model:

Risk-free interest rate

5.12 - 5.44 %

Expected life

0.5 - 1 years

Expected dividend

consultant is to receive 1,750 shares in the following tranches and all shares were earned (i.e.

fully vested) upon the Company’s

acquisition of License #2 as follows:

● May 3, 2024:

438 Shares (issued)

● August 1, 2024:

437 Shares (issued)

● November 1, 2024:

437 Shares (issued)

● February 2, 2025:

438 Shares (issued – Note 16)

cost of License #2 IPR&D asset is $ 2,023,097 , which is the fair value of the consideration paid on initial recognition.

The table below provides a continuity of the intangible assets acquired

during and as of the year ended December 31, 2024:

(IPR&D asset)

Balance, December 31, 2023

Balance, December 31, 2024

Balance, December 31, 2023

Balance, December 31, 2024

Book value – December 31, 2024

Holdings Inc.

(formerly Elevai Labs Inc.)

to the Consolidated Financial Statements

the years ended December 31, 2024 and 2023

in United States dollars)

the sale of the skincare business, the Company identified indicators of impairment associated with License #1 given that there was a

change in the Company’s intention to use the intangible asset in its continuing operations.

Given the termination of the license

agreement effective February 27, 2025 (as discussed above), the Company determined that there is no impairment required as at December

31, 2024 as the carrying amount of the intangible asset of $ 778,896 , is recoverable through the termination of the license agreement

and the Company being released from its consideration payable obligation with a carrying value of $ 884,467 as of December 31, 2024.

Company expects to record a gain on derecognition of the intangible asset and consideration payable in fiscal 2025.

License #2 is an IPR&D intangible asset, the Company is required to perform an annual impairment test.

In accordance with ASC 350

“Intangibles—Goodwill and Other”, the Company has the option to perform a qualitative assessment first, to determine

if it is more likely than not that the IPR&D intangible asset is impaired.

Only if the qualitative test indicates that it is more

likely than not that the intangible asset is impaired, is the Company required to calculate the fair value of the intangible asset and

perform a quantitative impairment test.

Under the qualitative analysis, the Company determined that it is more likely than not that the

intangible asset is not impaired, and as a result was not required to perform a quantitative test as of December 31, 2024.

July 15, 2022, the Company issued 167 common stock purchase warrants with an exercise price of $ 2,817 as part of the conversion of promissory

November 21, 2023, the Company completed its Initial Public Offering (“IPO”) and issued 54 warrants (the “IPO warrants”).

Each IPO warrant is exercisable into one share of common stock of the Company at $ 5,600 per share and expire on November 21, 2028 .

analyzed the common stock purchase warrants issued as partial settlement of the promissory notes payable and the IPO warrants against

the requirements of ASC 480, Distinguishing Liabilities from Equity, and determined that the warrants should be classified as financial

liabilities since the terms allows for a cashless net share settlement at the option of the holder.

815, Derivatives and Hedging, requires that the warrants be accounted for as derivative liabilities with initial and subsequent measurement

2 unchanged sentences

December 31, 2022

Addition of new derivatives recognized

as partial settlement of promissory notes

Change in fair value

of derivative liabilities

Outstanding, December 31, 2022

Addition of new derivatives during IPO

Change in fair value

of derivative liabilities

Addition of new derivatives

in fair value of derivative liabilities

Outstanding, December 31,

in fair value of derivative liabilities

December 31, 2024

determined our derivative liabilities to be a Level 3 fair value measurement and used the Black-Scholes Option Pricing Model to calculate

the fair value as of initial recognition and as of December 31, 2023 and 2022.

The Black-Scholes Option Pricing Model requires six basic

the fair value as of initial recognition and at subsequent period ends.

The Black-Scholes Option Pricing Model requires six basic data

the exercise or strike price, expected time to expiration or exercise, the risk-free interest rate, the current stock price,

2 unchanged sentences

higher or lower fair value measurement.

Holdings Inc.

(formerly Elevai Labs Inc.)

to the Consolidated Financial Statements

the years ended December 31, 2024 and 2023

in United States dollars)

following assumptions were used in the Black-Scholes option pricing model:

Risk-free interest rate

Risk-free interest

4.25 % - 4.27 %

3.84 - 4.01 %

Expected life 1

2.32 – 3.90 years

3.32 – 4.90 years

Expected dividend rate

Expected volatility

the Consolidated Financial Statements

For the years

ended December 31, 2023 and 2022

in United States dollars)

of December 31, 2024, the following warrants were outstanding:

average exercise price ($)

April 27, 2027

Outstanding Expiry date 1 Weighted average exercise price ($)

167 April 27, 2027 2,817

2 unchanged sentences

years, respectively.

1 On April 28, 2023, the Company amended the warrant agreements for the 231,828 derivative liability warrants outstanding.

The amendment removed the clause to automatically convert warrants to shares on IPO date and all warrants were given an expiry date of April 27, 2027 .

This led to an increase in the expected life input in the Black-Scholes model as of December 31, 2023 compared to December 31, 2022, when the Company used the expected IPO date to calculate the expected life of the warrants.

of December 31, 2023 and December 31, 2022, the Company had 300,000,000 and 19,000,000 common stock authorized, respectively, each having

a par value of $ 0.0001 .

April 28, 2023, the Company amended the warrant agreements for the 167 derivative liability warrants outstanding.

The amendment removed

the clause to automatically convert warrants to shares on IPO date and all warrants were given an expiry date of April 27, 2027 .

led to an increase in the expected life input in the Black-Scholes model as of December 31, 2023 compared to December 31, 2022, when

the Company used the expected IPO date to calculate the expected life of the warrants.

July 31, 2024, the Company signed a securities purchase agreement (the “Securities Purchase Agreement”) to sell an aggregate

of $ 1,150,000 in Notes with a $ 150,000 original issue discount.

Pursuant to the Securities Purchase Agreement, the Company also agreed

to issue 929 shares of common stock (Note 12).

Given the original issue discount, the subscription amount received by the Company was

an aggregate of $ 1,000,000 .

The Notes were non-interest bearing except in the event of default, in which case interest would accrue at

14 % per annum.

The maturity date of the Notes was 90 days from the date of issuance.

While the Notes were outstanding, the Company agreed

to use the net proceeds of any offering of its equity or debt securities to first redeem the Notes in full, including the principal amount

and all other amounts due and payable pursuant to the Notes.

fair value of the Notes was $ 622,239 .

The Company incurred total transaction costs of $ 137,500 in relation to the Security Purchase Agreement,

of which $ 85,558 was attributed to the issuance of the Notes and $ 51,942 was attributed to the issuance of common shares.

repaid $ 1,150,000 in relation to the Notes Payable in September 2024, resulting in a Notes payable balance of $ nil at December 31, 2024.

Holdings Inc.

(formerly Elevai Labs Inc.)

to the Consolidated Financial Statements

the years ended December 31, 2024 and 2023

in United States dollars)

continuity of the Company’s Notes Payable during the year ended December 31, 2024 is as follows:

Outstanding, December 31,

Fair value of Notes issued

Transaction costs

Interest accretion

( 1,150,000 )

December 31, 2024

of December 31, 2024 and 2023, the Company had 285,714,286 and 42,857,143 common stock authorized, respectively, each having a par value

of $ 0.0001 .

and outstanding

of December 31, 2023 and 2022, the Company had 17,329,615 and had 9,568,475 shares issued and outstanding, respectively

of December 31, 2024 and 2023, the Company had 438,987 and had 12,384 shares issued and outstanding, respectively (Note 1)

during the year ended December 31, 2024

January 6, 2023, the Company issued 62,500 common stock upon the exercise of 62,500 stock options with an exercise price of $ 0.60 per

common stock for $ 37,500 , of which $ 6 was recognized in common stock and the remaining $ 37,494 in additional paid-in capital.

March 2, 2023, the Company issued 250,000 common stock and 250,000 common stock purchase warrants for $ 750,000 , of which $ 25 was recognized

April 30, 2024, the Company issued 679 common stock on acquisition of License #2 and $ 492,945 was recognized in equity.

A total of $ nil

was recognized in common stock and the remainder of $ 492,945 to additional paid in capital (Note 9).

These shares are unregistered and

restricted from trading as disclosed in Note 9.

May 3, 2024, the Company committed to issue 1,750 fully vested shares for the acquisition of License #2.

As at December 31, 2024, 1,312

of these shares have been issued.

A total of $ 1,117,833 was recognized in equity in relation to the issuance of these shares, of which

$ nil was recognized in common stock and the remainder of $ 1,117,833 to additional paid in capital (Note 9).

These shares are unregistered

and restricted from trading as disclosed in Note 9.

August 2, 2024, the Company issued 929 shares as consideration for purchasers who entered into the Securities Purchase Agreement (Note

Transaction costs of $ 51,942 were associated with this share issuance.

A total of $ 325,819 was recognized in equity, of which $ nil

was recognized in common stock and the remainder of $ 325,819 to additional paid in capital.

September 24, 2024, the Company issued 6,357 shares of the Company’s common stock and 14,051 pre-funded warrants in lieu of shares

of common stock, along with 36,531 common stock purchase warrants.

The purchasers had the option to elect to purchase pre-funded warrants

in lieu of common shares in order to avoid exceeding the Beneficial Ownership Limitation, which is 4.99 % (or 9.99 % upon election of the

holder prior to the issuance of any warrants) of the number of shares of common stock outstanding immediately after giving effect to

the issuance of shares of common stock issuable upon exercise of the warrant.

The pre-funded warrants had an exercise price of $ 0.14 ,

had no expiry date and had a cashless exercise provision.

All pre-funded warrants were exercised by December 31, 2024.

The purchase price

of each share of common stock and accompanying warrants was $ 392 , and the purchase price of each pre-funded warrant and accompanying

warrants was equal to such price minus $ 0.14 .

Share issuance costs of $ 955,000 were associated with this offering.

A total of $ 7,045,000

was recognized in equity, of which $ 2 was recognized in common stock and the remainder of $ 7,044,998 to additional paid in capital.

Holdings Inc.

(formerly Elevai Labs Inc.)

to the Consolidated Financial Statements

the years ended December 31, 2024 and 2023

in United States dollars)

during the year ended December 31, 2023

January 6, 2023, the Company issued 45 common stock upon the exercise of 45 stock options with an exercise price of $ 840 per common stock

for $ 37,500 , of which $ nil was recognized in common stock and the remaining $ 37,500 in additional paid-in capital.

March 2, 2023, the Company issued 179 common stock and 179 common stock purchase warrants for $ 750,000 , of which $ nil was recognized

in common stock and the remaining $ 750,000 in additional paid-in capital.

These warrants are accounted for as equity warrants.

April 14, 2023, the Company issued 97,861 common stock, of which $ 10 was recognized in common stock and the remaining $ 293,579 in additional

April 14, 2023, the Company issued 70 common stock, of which $ nil was recognized in common stock and the remaining $ 293,589 in additional

paid-in capital.

May 15, 2023, the Company issued 10,000 common stock, of which $ 1 was recognized in common stock and the remaining $ 29,999 was recognized

May 15, 2023, the Company issued 7 common stock, of which $ nil was recognized in common stock and the remaining $ 30,000 was recognized

in additional paid-in capital.

the Consolidated Financial Statements

For the years

ended December 31, 2023 and 2022

in United States dollars)

August 25, 2023, the Company issued 46,666 common stock, of which $ 5 was recognized in common stock and the remaining $ 139,995 was recognized

August 25, 2023, the Company issued 33 common stock, of which $ nil was recognized in common stock and the remaining $ 140,000 was recognized

in additional paid-in capital.

September 13, 2023, the Company issued 83,882 common stock and 99,998 common stock purchase warrants, of which $ 8 was recognized in the

common stock and the remaining $ 249,996 was recognized in additional paid-in capital.

September 13, 2023, the Company issued 60 common stock and 72 common stock purchase warrants, of which $ nil was recognized in the common

stock and the remaining $ 249,997 was recognized in additional paid-in capital.

These warrants are accounted for as equity warrants.

November 21, 2023, the Company completed its IPO and issued 1,500,000 common shares, of which $ 150 was recognized in common stock and

the remaining $ 5,999,850 was recognized in additional paid in capital.

November 21, 2023, the Company completed its IPO and issued 1,071 common shares, of which $ nil was recognized in common stock and the

remaining $ 6,000,000 was recognized in additional paid in capital.

The gross proceeds of the offering were $ 6,000,000 .

issued 75,000 underwriter warrants in connection with the IPO exercisable at $ 4 per warrant (Note 11).

Additionally, the 213,730 series

1 preferred shares, 3,635,252 series 2 preferred shares, and 1,861,799 series A preferred shares were converted to common shares on a

This conversion resulted in accordance with the original terms of the preferred shares and as such no gain or loss were recorded

on the conversion.

This resulted in the Company issuing a total of 5,710,781 common shares.

In connection with the IPO financing, the

Company paid share issuance costs of $ 762,194 consisting of $ 730,000 in underwriting fees, and $ 32,194 in other directly related expenses.

The Company also incurred listing expenses in the amount of $ 450,079 in connection with its IPO.

during the year ended December 31, 2022

December 13, 2022, the Company issued 41,667 common stock upon the exercise of 41,667 stock options with an exercise price of $ 0.60 per

common stock for $ 25,000 , of which $ 5 was recognized in common stock and the remaining $ 24,995 in additional paid-in capital.

of December 31, 2023, the Company had 75,000,000 of all preferred stock authorized, each having a par value of $ 0.0001 per stock

of December 31, 2022, the Company had 213,730 stock of Series Seed 1 preferred stock authorized, each having a par value of $ 0.0001 per

of December 31, 2022, the Company had 3,635,252 stock of Series Seed 2 preferred stock authorized, each having a par value of $ 0.0001

of December 31, 2022, the Company had 2,982,003 stock of Series A preferred stock authorized, each having a par value of $ 0.0001 per

holders of Preferred Stock shall have the right to convert their shares of Preferred Stock, at any time, into shares of Common Stock

at a conversion price of 1:1.

and outstanding

of December 31, 2023 and 2022, the Company had Nil and 213,730 Series Seed 1 preferred stock issued and outstanding, respectively.

of December 31, 2023 and 2022, the Company had Nil and 3,635,252 Series Seed 2 preferred stock issued and outstanding, respectively.

the Consolidated Financial Statements

For the years

ended December 31, 2023 and 2022

The Company issued

54 underwriter warrants in connection with the IPO exercisable at $ 5,600 per warrant (Note 10).

Additionally, the 153 series 1 preferred

shares, 2,596 series 2 preferred shares, and 1,330 series A preferred shares were converted to common shares on a 1:1 basis.

This conversion

resulted in accordance with the original terms of the preferred shares and as such no gain or loss were recorded on the conversion.

resulted in the Company issuing a total of 4,079 common shares.

In connection with the IPO financing, the Company paid share issuance

costs of $ 762,194 consisting of $ 730,000 in underwriting fees, and $ 32,194 in other directly related expenses.

The Company also incurred

listing expenses in the amount of $ 450,079 in connection with its IPO.

of December 31, 2024, and December 31, 2023, the Company had 500,000,000 and 75,000,000 , respectively, of all preferred stock authorized,

each having a par value of $ 0.0001 per stock.

Holdings Inc.

(formerly Elevai Labs Inc.)

to the Consolidated Financial Statements

the years ended December 31, 2024 and 2023

in United States dollars)

of December 31, 2023 and 2022, the Company had Nil and 1,861,799 Series A preferred stock issued and outstanding, respectively.

during the year ended December 31, 2023

November 21, the Company completed its IPO and converted the 213,730 series 1 preferred shares, 3,635,252 series 2 preferred shares,

and 1,861,799 series A preferred shares into common shares on a 1:1 basis.

and outstanding

at December 31, 2024, and December 31, 2023, the Company had Nil preferred stock issued and outstanding.

during the years ended December 31, 2024 and 2023

November 21, 2023 the Company completed its IPO and converted the 153 series 1 preferred shares, 2,596 series 2 preferred shares, and

1,330 series A preferred shares into common shares on a 1:1 basis.

during the year ended December 31, 2024

July 15, 2022, the Company closed the first tranche of its Series A Financing and issued 1,090,029 Series A preferred shares for gross

proceeds of $ 1,462,146 , of which $ 109 was recognized in preferred stock and the remaining $ 1,462,037 in additional paid-in capital.

addition, the Company issued 231,828 Series A preferred shares and 231,828 common stock purchase warrants upon conversion of $ 186,584

of promissory notes and accrued interest, of which $ 23 was recognized in preferred stock, $ 55,701 as derivative liabilities at fair value,

and the remaining $ 130,860 in additional paid-in capital.

July 27, 2022, the Company closed the second tranche of its Series A Financing and issued 349,790 Series A preferred shares for gross

proceeds of $ 469,207 , of which $ 35 was recognized in preferred stock and the remaining $ 469,172 in additional paid-in capital.

August 4, 2022, the Company closed the third tranche of its Series A Financing and issued 111,884 Series A preferred shares for gross

proceeds of $ 150,080 , of which $ 11 was recognized in preferred stock and the remaining $ 150,069 in additional paid-in capital.

October 10, 2022, the Company closed the fourth tranche of its Series A Financing and issued 78,268 Series A Preferred shares for gross

proceeds of $ 104,988 , of which $ 8 was recognized in preferred stock and the remaining $ 104,980 in additional paid-in capital.

Company incurred shared issuance cost of $ 33,132 in connection with its Series A Financing which has been recorded as a deduction from

additional paid-in capital.

September 24, 2024, with each of the 20,408 shares of common stock or pre-funded warrants issued on the same date, the Company also issued

one Series A Warrant (the “Series A Warrants”) and one Series B Warrant (the “Series B Warrants”).

A Warrants will be exercisable beginning on the date of completion of the requisite waiting period following the filing of the Information

Statement related to the approval by the stockholders of the Company (the “Initial Exercise Date” or “Shareholder Approval

Date”) of the issuance of shares upon exercise of the Warrants, among other things (the “Shareholder Approval”).

Initial Exercise Date was October 30, 2024.

The Series B Warrants will be exercisable beginning on the Shareholder Approval Date.

Series A Warrants will expire on the five-year anniversary of the Initial Exercise Date and the Series B Warrants will expire on the

two and one-half-year anniversary of the Initial Exercise Date.

exercise price of the Series A and Series B Warrants shall be $ 532 , subject to adjustments, including the following:

On the day that is the

eleventh trading day following the Initial Exercise Date (the “Reset Date”), the exercise price shall be adjusted to

equal the reset price (the “Reset Price”), which is the greater of:

the lowest daily volume-weighted

average price (“VWAP”) during the 10-day period following the Initial Exercise Date (the “Reset Period”);

(ii) the floor price in effect as of the Reset Date, being a price equal to $ 78.40 (the “Floor Price”).

Upon reset of the Series

A and Series B Warrants’ exercise price, the number of Series A and Series B Warrants and the number of common shares issuable

shall be increased such that the aggregate exercise price (“Initial Exercise Value”) on the issuance date shall remain

unchanged following such reset.

holders of the Series B Warrants may effect an “alternative cashless exercise”.

In such an event, the aggregate number of

common shares issuable in such alternative cashless exercise shall equal the product of (i) the aggregate number of common shares that

would be issuable upon exercise of a Series B Warrant if such exercise were by means of a cash exercise rather than a cashless exercise,

multiplied by (ii) 3.0.

Holdings Inc.

(formerly Elevai Labs Inc.)

to the Consolidated Financial Statements

the years ended December 31, 2024 and 2023

in United States dollars)

of the Reset Date, the exercise price of the Series A Warrants has been adjusted to the Floor Price of $ 78.40 .

In addition, the number

of Series A Warrants outstanding was adjusted to 138,485 such that the Initial Exercise Value on the issuance date remained unchanged.

of the Reset Date, the exercise price of the Series B Warrants has been adjusted to the Floor Price.

In addition, the number of Series

B Warrants outstanding was adjusted to 134,425 such that the Initial Exercise Value on the issuance date remained unchanged.

Series B Warrants were exercised using the alternative cashless exercise resulting in the issuance of 403,275 common shares.

September 24, 2024, the Company issued 1,021 placement agent warrants to the placement agent in connection with the financing that closed

on the same date (the “Placement Agent Warrants”).

These Placement Agent Warrants have an exercise price of $ 470.40 and shall

expire three and a half years from issuance.

As these warrants are accounted for as equity warrants, they have no net impact on the consolidated

statement of changes in stockholders’ equity.

during the year ended December 31, 2023

March 2, 2023, the Company issued 179 common stock and 179 common stock purchase warrants.

Each warrant is exercisable at $ 3.00

per common stock.

The warrants shall be exercisable, in whole or in part at the issue date but such exercisability shall cease upon the

date of the Company’s IPO and listing of its common shares on the Nasdaq Capital Market or other Trading Market and shall continue

to be exercisable in whole or in part immediately after the Lock-up Period but no later than the Warrant Expiration Date or Accelerated

Each warrant is exercisable at $ 4,200 per

common stock.

The warrants shall be exercisable, in whole or in part at the issue date but such exercisability shall cease upon the date

of the Company’s IPO and listing of its common shares on the Nasdaq Capital Market or other Trading Market and shall continue to

be exercisable in whole or in part immediately after the Lock-up Period but no later than the Warrant Expiration Date or Accelerated

Warrant Expiration Date (the “Exercise Period”).

16 unchanged sentences

an offer or proposal for, or indication of interest in, the issuance of debt or the capital stock of the Company.

the Consolidated Financial Statements

For the years

ended December 31, 2023 and 2022

in United States dollars)

September 13, 2023, the Company issued 60 common stock and 72 common stock purchase warrants.

Each warrant is exercisable at

$ 3.00 per common stock.

The Warrants shall be exercisable, in whole or in part immediately upon issuance, but such exercisability shall

cease upon the date of the Company’s initial public offering (the “IPO”) and listing of its Common Shares on the Nasdaq

Capital Market or other Trading Market (as defined herein) and will only become exercisable after the expiration of one hundred eighty

Each warrant is exercisable at $ 4,200 per

common stock.

The Warrants shall be exercisable, in whole or in part immediately upon issuance, but such exercisability shall cease upon

the date of the Company’s initial public offering (the “IPO”) and listing of its Common Shares on the Nasdaq Capital

Market or other Trading Market (as defined herein) and will only become exercisable after the expiration of one hundred eighty ( 180 )

days following the Company’s initial public offering (the “Lock-up Period”).

The expiration date shall be three

years and one hundred eighty (180) days following the issuance of the Warrant Shares.

during the year ended December 31, 2022.

was no equity warrant activity during the year ended December 31, 2022.

The expiration date shall be three years

and one hundred eighty ( 180 ) days following the issuance of the Warrant Shares.

Holdings Inc.

(formerly Elevai Labs Inc.)

to the Consolidated Financial Statements

the years ended December 31, 2024 and 2023

in United States dollars)

of December 31, 2024, the following equity warrants were outstanding:

average exercise price ($)

Outstanding Expiry date Weighted average

exercise price ($)

179 August 28, 2026 4,200.00

72 March 12, 2027 4,200.00

of December 31, 2022, there were no equity warrants outstanding.

of December 31, 2023, and December 31, 2022, the weighted average life of equity warrants outstanding was 2.81 and Nil years , respectively.

138,485 October 30, 2029 78.40

1,021 March 24, 2028 470.40

139,978 88.67

of December 31, 2024, and December 31, 2023, the weighted average life of equity warrants outstanding was 4.82 and 2.81 years, respectively.

Company has a stock option plan included in the Company’s 2020 Equity Incentive Plan (the “Plan”) where the Board of

3 unchanged sentences

for issuance pursuant to stock options granted under the Plan shall not exceed 1,239 shares.

The plan shall remain in effect until

it is terminated by the Board of Directors.

The plan shall remain in effect until it

is terminated by the Board of Directors.

during the year ended December 31, 2024

February 1, 2023, the Company granted 10,000 stock options with a contractual life of ten years and an exercise price of $ 5.00 per common

January 2024, the Company granted 9 stock options with a contractual life of ten years and an exercise price of $ 7,000 per common stock.

These stock options were valued at $ 16,178 using the Black-Scholes Option Pricing Model.

1 unchanged sentence

of the grant date and the remaining 75 % vest evenly over 36 months thereafter.

May 12, 2023 to June 30, 2023, the Company granted 222,500 stock options (includes 80,000 each to two of its newly appointed independent

directors) with a contractual life of ten years and an exercise price of $ 5.00 per common stock.

These stock options were valued at $ 584,787

using the Black-Scholes Option Pricing Model.

The options vest 25 % on the first vesting date and the remaining 75 % vest evenly over 36

months thereafter.

the Consolidated Financial Statements

For the years

ended December 31, 2023 and 2022

in United States dollars)

June 30, 2023, the Company cancelled and reissued 80,000 options previously issued to an advisor of the Company upon their appointment

as a director effective June 1, 2023.

The cancelled and re-issued options had the same exercise price of $ 5.00 per common stock and the

same vesting terms and expiry date, and as such the cancellation and reissuance had no impact on the Company’s consolidated financial

July 1, 2023, the Company granted 1,500 stock options with a contractual life of ten years and an exercise price of $ 5.00 per common

March 6, 2024, the Company granted 57 stock options with a contractual life of ten years and an exercise price of $ 1,400 per common stock.

These stock options were valued at $ 52,845 using the Black-Scholes Option Pricing Model.

The options vest 25 % on the first vesting

date and the remaining 75 % vest evenly over 36 months thereafter.

The options vest 25 % on the first anniversary

of the grant date and the remaining 75 % vest evenly over 36 months thereafter.

during the year ended December 31, 2023

April 25, 2022, the Company granted 45,000 stock options with a contractual life of ten years and exercise price of $ 0.60 per common

February 1, 2023, the Company granted 7 stock options with a contractual life of ten years and an exercise price of $ 7,000 per common

These stock options were valued at $ 10,767 using the Black-Scholes Option Pricing Model.

1 unchanged sentence

of the grant date and the remaining 75 % vest evenly over 36 months thereafter.

June 1, 2022 to November 1, 2022, the Company granted 262,000 stock options with a contractual life of ten years and exercise price of

$ 1.34 per common stock.

These stock options were valued at $ 317,652 using the Black-Scholes Option Pricing Model.

The options vest 25 %

on the first anniversary of the grant date and the remaining 75 % vest evenly over 36 months thereafter.

September 1, 2022 to December 12, 2022, the Company granted 105,000 stock options with a contractual life of ten years and exercise price

of $ 5.00 per common stock.

May 12, 2023 to June 30, 2023, the Company granted 159 stock options (includes 57 each to two of its newly appointed independent directors)

with a contractual life of ten years and an exercise price of $ 7,000 per common stock.

These stock options were valued at $ 584,787 using

the Black-Scholes Option Pricing Model.

The options vest 25 % on the first vesting date and the remaining 75 % vest evenly over 36 months

Holdings Inc.

(formerly Elevai Labs Inc.)

to the Consolidated Financial Statements

the years ended December 31, 2024 and 2023

in United States dollars)

June 30, 2023, the Company cancelled and reissued 57 options previously issued to an advisor of the Company upon their appointment as

a director effective June 1, 2023.

The cancelled and re-issued options had the same exercise price of $ 7,000 per common stock and the

same vesting terms and expiry date, and as such the cancellation and reissuance had no impact on the Company’s consolidated financial

July 1, 2023, the Company granted 1 stock options with a contractual life of ten years and an exercise price of $ 7,000 per common stock.

These stock options were valued at $ 3,940 using the Black-Scholes Option Pricing Model.

The options vest

25 % on the first anniversary of the grant date and the remaining 75 % vest evenly over 36 months thereafter.

The options vest 25 % on the first vesting date

and the remaining 75 % vest evenly over 36 months thereafter.

following assumptions were used in the Black-Scholes option pricing model:

3 unchanged sentences

Expected life

Expected dividend rate

Expected dividend

Expected volatility

Forfeiture rate

continuity of stock options for the years ended December 31, 2024 and 2023 is summarized below:

stock options

exercise price

Outstanding, December 31, 2021

Outstanding, December 31, 2022

average exercise

December 31, 2022

Outstanding, December 31,

the Consolidated Financial Statements

For the years

ended December 31, 2023 and 2022

in United States dollars)

December 31, 2024

of December 31, 2024, the following options were outstanding, entitling the holders thereof the right to purchase one common stock for

each option held as follows:

average exercise price ($)

Outstanding Vested Expiry date Weighted average

exercise price ($)

459 450 February 8, 2031 840

1 unchanged sentence

4 2 April 25, 2032 840

August 8, 2032

11 7 June 1, 2032 1,876

11 6 September 30, 2032 1,876

2 unchanged sentences

4 2 November 1, 2032 7,000

November 1, 2032

December 12, 2032

7 3 February 1, 2033 7,000

36 14 April 16, 2033 7,000

January 25, 2033

57 24 May 1, 2033 7,000

7 3 June 27, 2033 7,000

1 - July 1, 2033 7,000

4 - February 12, 2034 7,000

57 - March 5, 2024 1,400

747 572 2,347.25

Holdings Inc.

(formerly Elevai Labs Inc.)

to the Consolidated Financial Statements

the years ended December 31, 2024 and 2023

in United States dollars)

of December 31, 2024 and 2023, the weighted average life of stock options outstanding was 6.88 years and 7.84 years, respectively.

the years ended December 31, 2023 and 2022, the Company recorded $ 487,738 and $ 171,869 , respectively, in share-based compensation expense,

of which $ 476,905 and $ 10,833 , and $ 164,907 and $ 6,962 , respectively is included in office and administration and research and development,

respectively.

the sale of the skincare business on January 16, 2025, 253 stock options with a weighted average exercise price of $ 2,334 will be

forfeited or expire after the 90 -day exercise window following termination of employment with the Company.

Party Transactions

parties consist of the following individuals and corporations:

Lichti, Chairman and former President, significant shareholder through BWL Investments Ltd.

Resigned as President effective October 11, 2022.

Plews, CEO and Director, significant shareholder through JP Bio Consulting LLC

Bensler, CFO and Director

Guo, Former Director, resigned effective September 29, 2022

Sayed, Chief Medical Officer

Buechler, Chief Marketing Officer

Kraneiss, Chief Commercial Officer

Lichti, Non-executive Chairman

Plews, Former Director (resigned December 23, 2024) and CEO of Skincare and BioSciences (resigned

January 16, 2025)

Bensler, CFO, CEO and Director

Sayed, Former Chief Medical Officer and Former Director (resigned August 1, 2024)

Buechler, Former Chief Marketing Officer (effective June 20, 2024)

Kraneiss, Former Chief Commercial Officer (effective June 20, 2024)

Parry, Director (appointed June 1, 2023)

Daley, Director (appointed June 1, 2023)

Muilenburg, Director (appointed June 1, 2023)

Muilenburg, Former Director (appointed June 1, 2023, resigned February 29, 2024)

Kovalyov, Director (appointed March 1, 2024)

Capital Ltd., controlled by Graydon Bensler

Bio Consulting LLC, significant shareholder and controlled by Jordan Plews

Investments Ltd., significant shareholder and controlled by Braeden Lichti

Bio Consulting LLC, controlled by Jordan Plews

Investments Ltd., controlled by Braeden Lichti

● Northstrive

4 unchanged sentences

Directors, corporate officers, and individuals with more than 10 % control.

the Consolidated Financial Statements

For the years

ended December 31, 2023 and 2022

Holdings Inc.

(formerly Elevai Labs Inc.)

to the Consolidated Financial Statements

the years ended December 31, 2024 and 2023

in United States dollars)

1 unchanged sentence

Consulting fees

Share-based compensation

Director fees

the year ended December 31, 2024, the Company incurred consulting fees of $ 391,333 (December 31, 2023 - $ 110,000 ) to GB Capital Ltd.,

a company controlled by Graydon Bensler, CFO and Director.

a company controlled by Graydon Bensler, CEO, CFO and Director.

In addition, the Company incurred consulting fees of $ 365,900 (December

31, 2023 - $ 120,000 ) to Northstrive Companies Inc., a company controlled by the Company’s Chairman and former President.

Plews, CEO and Director, earned a Salary of $ 223,646 and $ 222,446 respectively during the year ended December 31, 2023 and 2022 (includes

employer taxes of $ 23,646 and $ 12,446 , respectively).

Buechler, Chief Marketing Officer, earned a Salary of $ 212,913 and $ 107,937 , respectively during the year ended December 31, 2023 and

2022 (includes employer taxes of $22 ,913and $ 7,937 respectively).

Kraneiss, Chief Commercial Officer, earned a Salary of $ 197,398 and $ 72,792 , respectively during the year ended December, 2023 and 2022

(includes employer taxes of $ 17,398 and $ 5,292 , respectively).

February 9, 2021, the Company granted 800,000 stock options to four related parties ( 200,000 stock options each) with a contractual life

of ten years and exercise price of $ 0.60 per share of common stock.

These stock options were valued at $ 203,972 using the Black-Scholes

Option Pricing Model.

The options vest 25 % on the first anniversary of the grant date and the remaining 75 % vest evenly over 36 months

June 1, 2023, the Company granted 160,000 stock options to directors of the company ( 80,000 stock options each) with a contractual life

of ten years and exercise price of $ 5.00 per share of common stock.

These stock options were valued at $ 420,521 using the Black-Scholes

Option Pricing Model.

The options vest 25 % on the first anniversary of the grant date and the remaining 75 % vest evenly over 36 months

June 1, 2023, the Company cancelled and re-issued 80,000 stock options to a director of the company with a contractual life of ten years

and exercise price of $ 5.00 per share of common stock.

The cancelled and re-issued options had the same exercise price of $ 5.00 per common

stock and the same vesting terms and expiry date, and as such the cancellation and reissuance is not expected to impact on the Company’s

consolidated financial statements.

of the fair value of the options granted to each individual and the related expense recorded for the year ended December 31, 2023 and

2022 are as follow:

July 20, 2021, the Company granted 200,000 stock options to a related party, Yi Guo, former Director, with a contractual life of ten

Plews, Former Director and former CEO of Skincare and BioSciences, earned a Salary of $ 283,549 and $ 223,646 respectively during the year

ended December 31, 2024 and 2023.

Buechler, Former Chief Marketing Officer, earned a Salary of $ 132,807 and $ 212,913 , respectively during the year ended December 31, 2024

Kraneiss, Former Chief Commercial Officer, earned a Salary of $ 122,818 and $ 197,398 , respectively during the year ended December, 2024

2024, the Company paid director fees of $ 55,000 to each of non-executive directors for a total of $ 165,000 .

the year ended December 31, 2024, and 2023, the Company issued the following stock options to related parties:

June 1, 2023, the Company granted 114 stock options to directors of the company ( 57 stock options each) with a contractual life of ten

years and exercise price of $ 7,000 per share of common stock.

2 unchanged sentences

The options vest 25 % on the first anniversary of the grant date and the remaining 75 % vest evenly over 36 months thereafter.

On October 17, 2022, Yi Guo resigned from the board of directors of the Company and as a result, 137,500 unvested options were forfeited.

The remaining 62,500 vested option remain exercisable for 3 months after the resignation.

The share-based compensation expense recorded

for the years ended December 31, 2023 and 2022 relating to these stock options was Nil and $ 1,424 , respectively.

the Consolidated Financial Statements

For the years

ended December 31, 2023 and 2022

in United States dollars)

2023, the Company granted 250,000 stock options to two related parties ( 150,000 stock options to Brenda Buechler, Chief Marketing Officer,

and 100,000 options to Christoph Kraneiss, Chief Commercial Officer) with a contractual life of ten years and weighted average exercise

price of $ 1.22 per share of common stock.

June 1, 2023, the Company cancelled and re-issued 57 stock options to a director of the company with a contractual life of ten years

and exercise price of $ 7,000 per share of common stock.

The cancelled and re-issued options had the same exercise price of $ 7,000 per

common stock and the same vesting terms and expiry date, and as such the cancellation and reissuance did not impact on the Company’s

consolidated financial statements.

March 1, 2024, the Company granted 57 stock options to a director of the company with a contractual life of 10 years and exercise price

of $ 1,400 per share of common stock.

These stock options were valued at $ 45,986 using the Black-Scholes Option Pricing Model.

options vest 25 % on the first anniversary of the grant date and the remaining 75 % vest evenly over 36 months thereafter.

of the fair value granted to each individual and the related expense recorded for the year ended December 31, 2023 is as follow:

vest 25 % on the first anniversary of the grant date and the remaining 75 % vest evenly over 36 months thereafter.

Holdings Inc.

(formerly Elevai Labs Inc.)

to the Consolidated Financial Statements

the years ended December 31, 2024 and 2023

in United States dollars)

of the fair value of the options granted to each individual and the related expense recorded for the years ended December 31, 2024 and

2023 are as follow:

stock options

Braeden Lichti, Former Chairman

and President

Graydon Bensler, CFO and Director

Jordan Plews, CEO and Director

Tim Sayed, Chief Medical Officer

Braeden Lichti,

Non-executive Chairman

Graydon Bensler, CEO, CFO

Jordan Plews, Former Director

and former CEO of Skincare and BioSciences

Tim Sayed, Former Chief Medical

Officer and Former Director 1

Jeffrey Parry, Director

Julie Daley, Director

Crystal Muilenburg, Director

Brenda Buechler, Chief Marketing Officer

Christoph Kraneiss,

Chief Commercial Officer

of December 31, 2023 and 2022, the Company had $ 22,455 and $ 142,705 , respectively due to companies controlled by Braeden Lichti, of which

$ 22,455 and $ 22,705 , respectively is unsecured, non-interest bearing and are due on demand.

As of December 31, 2023, the Company

had $ 34,378 (December 31, 2022 - $ 7,165 ) in consulting fees due to Graydon Bensler, CFO and Director, $ 15,143 (December 31, 2022 - $ 1,485 )

due to companies controlled by Braeden Lichti, and $ 4,272 and $ 879 (December 31, 2022 - $ 2,971 and $ Nil ) due to Jordan Plews, CEO and

Director, and Christopher Kraneiss, Chief Commercial Officer, respectively, for expenses incurred on behalf of the Company.

Crystal Muilenburg, Former

George Kovalyov, Director

Brenda Buechler, Former Chief

Marketing Officer 1

Kraneiss, Former Chief Commercial Officer 1

options of related parties were forfeited in during the year ended December 31, 2024.

of December 31, 2024 and 2023, the Company had $ 227,749 and $ 37,598 , respectively due to companies controlled by Braeden Lichti, these

amounts are unsecured, non-interest bearing and are due on demand.

Additionally, the Company drew $ 200,000 on a line of credit provided

by a company controlled by Braeden Lichti during the year ended December 31, 2024.

The line of credit incurs interest at a rate of 20 %

per annum on the outstanding principal.

Prior to December 31, 2024, the Company repaid the $ 200,000 principal in full in addition to

$ 40,000 in interest which was due in full upon early repayment of the line of credit.

of December 31, 2024, the Company had $ 179,655 (December 31, 2023 - $ 34,378 ) due to Graydon Bensler, CEO, CFO and Director, $ 11,813 and

$ nil (December 31, 2023 - $ 4,272 and $ 879 ) due to Jordan Plews, Director and CEO of Skincare and BioSciences, and Christopher Kraneiss,

Former Chief Commercial Officer.

These amounts are unsecured, non-interest bearing and are due on demand.

the years ended December 31, 2024 and 2023, there is $ Nil and $ Nil current and deferred income tax expense, respectively, reflected in

4 unchanged sentences

Net loss before income tax

$ ( 4,301,517 )

$ ( 1,800,268 )

Effective tax rate

Expected recovery

( 1,198,833 )

Share-based compensation

2 unchanged sentences

Tax rate differences

Change in valuation

Change in valuation allowance

Tax expense (recovery)

the Consolidated Financial Statements

For the years

ended December 31, 2023 and 2022

Holdings Inc.

(formerly Elevai Labs Inc.)

to the Consolidated Financial Statements

the years ended December 31, 2024 and 2023

in United States dollars)

11 unchanged sentences

income (loss).

the year ended December 31, 2023, the Company had aggregate net operating losses for income tax purposes of $ 4,168,622 (2022 –

$ 1,615,645 ) to offset future taxable income in the United States and Canada.

As of December 31, 2023, the deferred tax asset related

to these loss carry forwards amounted to approximately $ 1,710,000 (2022 - $ 662,000 ) and were fully reserved.

Management believes that

it is not yet more likely than not that these assets will be realized in the near future.

As of December 31, 2024, the Company

had aggregate net operating losses for income tax purposes of $ 11,937,946 (2023 – $ 4,168,622 ) to offset future taxable income in

the United States and Canada.

As of December 31, 2024, the deferred tax asset related to these loss carry forwards amounted to approximately

$ 3,323,000 (2023 - $ 1,710,000 ) and were fully reserved.

Management believes that it is not yet more likely than not that these assets

will be realized in the near future.

and Contingencies

were no commitments as of December 31, 2024 and 2023 or during the years then ended.

Company had an ongoing dispute with a vendor regarding unpaid invoices.

The Company disputed the services claimed to have been rendered

by the vendor.

In May 2023, the Company and the vendor agreed to settle the matter, resulting in the Company agreeing to pay a final

settlement of Cnd$ 12,500 (approximately $ 9,225 ), an amount that is significantly less than the unpaid invoices originally claimed by

The Company included the settlement amount in accrued liabilities as of December 31, 2022 and the amount was paid over to

the vendor during the year ended December 31, 2023.

Upon the Company’s initial registration

of cosmetic products with Health Canada in 2022, the Canadian health ministry confirmed that the ingredients contained in the cosmetic

products were permitted for use in cosmetics in Canada, and our cosmetic products as sold were compliant with any applicable requirements

of the Food and Drugs Act (Canada) and Cosmetic Regulations pursuant to the Food and Drugs Act (Canada) with respect to all ingredients

and composition, including that none of the ingredients contained therein were named on the Cosmetic Ingredient Hotlist (as published

by Health Canada).

Health Canada is responsible for regulation

of the sale of cosmetics under the Food and Drugs Act and Cosmetic Regulations, including the interpretation of what may be represented

on labels and in promotional materials regarding the claimed properties of cosmetic products.

The Company markets its products in Canada

as cosmetics under the Food and Drugs Act, having submitted cosmetic notifications to Health Canada for both products as required by the

Cosmetic Regulations.

There is no pre-market approval required from Health Canada to market a cosmetic in Canada.

In March 2024, The Company

received correspondence from Health Canada, advising that Health Canada had reviewed certain undisclosed information about the Company’s

Health Canada advised that based on this review, the products did not meet Health Canada’s interpretation of the conditions

required to market a cosmetic in Canada.

In response to Health Canada’s communication, The Company has engaged Health Canada to

obtain clarity about the review and how the products can be marked in Canada.

Depending on the outcome of the Company’s

engagement with Health Canada, the Company’s products could be subject to additional regulatory requirements in order to be advertised

or sold in Canada.

Prior to receiving the March 2024 notice, our distribution agreement partner’s sales in Canada contributed $ 158,603

to our total revenue of $ 1,712,595 , representing about 9.26 % of total revenue for the year ended December 31, 2023.

As of March 18, 2024, the Company has

voluntarily stopped sale of its products in Canada.

The Company is working with Canadian regulatory and legal counsel to explore options

to rectify the issues raised.

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

our distributor, Evolve Medical Inc.

the Consolidated Financial Statements

For the years

ended December 31, 2023 and 2022

in United States dollars)

Concentrations

the year ended December 31, 2023, the Company recorded 34 % of its revenue from its 3 largest customers.

The Company’s largest customer,

representing $ 234,800 of revenue, relates to sales to a wholesaler during the period.

During the year ended December 31, 2022, the Company

recorded 54 % of its revenue from its two largest customers, each representing 45 % and 9 % respectively.

The Company’s largest customer,

representing $ 344,018 of revenue, relates to a white label distributor agreement signed during the year.

of December 31, 2023, the Company had $ 49 receivables due from these customers and $ 7,500 in customer deposits were received from its

largest customer.

Company expects its dependence on these major customers to decrease over time as it enters into additional distributor agreements and

builds out its sales team.

the year end December 31, 2023, and 2022, the Company had 3 key suppliers that represented approximately 73 % and 3 key suppliers that

represented approximately 64 %, respectively, of the cost incurred in the purchase and production of inventory.

The table below represents

a breakdown of each supplier as a percentage of the cost incurred (Suppliers are shown from largest to smallest and does not necessarily

represent the same suppliers period over period):

Company continually evaluates the performance of its suppliers and the availability of alternatives to substitute or supplement its inventory

production supply chain.

The Company believes that a breakdown in supply from one of its key suppliers would be overcome in a short amount

of time given the availability of alternatives.

As of December 31, 2024, the Company

had an ongoing dispute that arose in the normal course of business.

In February 2025, solely to avoid the cost and burdens associated

with litigation, the Company and the parties (each a “Party” or collectively “Parties”) entered into a settlement

agreement to fully and finally resolve any and all claims between them, without the Company or any Party admitting any liability or fault.

Due to the confidential nature of the settlement agreement, the Company is not in a position to disclose the terms of the settlement,

however the amounts payable by the Company to the Parties and their legal counsel is included in accounts payable and accrued liabilities

as of December 31, 2024.

has evaluated events subsequent to the year ended December 31, 2024 up to March 27, 2025, for transactions and other events that may

require adjustment of and/or disclosure in the consolidated financial statements.

January 2 to February 13, 2024, the Company issued 12,500 stock options to purchase common stock of the company at an exercise price

equal to $ 5.00 per share that mature in 10 years.

March 6, 2024, Health Canada notified the Company that it has classified the Company’s products as a drug.

This classification

could impede sales in Canada and raises concerns about our future collaboration with our distributor, Evolve Medical Inc (Note 15)

March 6, 2024, the Company issued 80,000 stock options to purchase common stock of the Company at an exercise price equal to $ 1.00 per

share that mature in 10 years.

Additionally, 160,000 stock options previously issued were repriced from $ 5.00 per share to $ 1.00 per

January 16, 2025, the Company closed the sale of the skincare business in accordance with the Asset Purchase Agreement (Notes 1 and 4).

On January 28, 2025, the Company completed

a warrant inducement transaction under the terms of a warrant inducement agreement entered into with the holders of the Series A Warrants.

The Company received gross proceeds of $ 1,938,772 from the exercise of all outstanding Series A Warrants at a reduced exercise price of

$ 14 per common share (lowered from $ 78.40 to $ 14 under the warrant inducement agreement).

In addition, the Company issued 138,485 replacement

warrants with an exercise price of $ 19.25 , subject to adjustments, and a 5 year term.

In connection with the registered direct

offering at a purchase price of $ 5.04 on March 24, 2025 (see below), the number and the exercise price of the replacement warrants adjusted

to 528,940 warrants at an exercise price of $ 5.04 , such that the aggregate exercise value of $ 2,665,836 remained unchanged.

February 2, 2025, the Company issued 438 shares to a consultant in relation to the acquisition of the License #2 IPR&D asset (Note

February 27, 2025, the Company and the Biotechnology company entered into a mutual termination agreement to terminate the Company’s

right to License #1 and to release the Company of the remaining undiscounted obligation payable of $ 950,000 (Note 9).

March 10, 2025, the Company completed a second reverse stock split on a ratio of 7 common shares for every one new post second reverse

split common share (Note 1).

On March 24, 2025, the Company closed

the issuance of 294,450 common shares at a purchase price of $ 5.04 per share in a registered direct offering priced at-the-market under

Nasdaq for gross proceeds of approximately $ 1.48 million.

March 26, 2025, at a special meeting of the shareholders, the shareholders approved the issuance of 3,036,437 shares of non-trading, non-convertible

Series B Preferred Stock to GB Capital Ltd.

as a signing bonus pursuant to that certain Second Amended GB Capital Consulting Agreement

dated October 25, 2024, as amended;

and 3,336,437 shares of non-trading, non-convertible Series B Preferred Stock to Northstrive Companies

as a signing bonus pursuant to that certain Second Amended Northstrive Companies Consulting Agreement dated October 25, 2024, as

amended ( 6,372,874 total Series B Preferred Stock).

These bonuses

are accrued and included in due to related parties as of December 31, 2024.

On March 26, 2025, the Company entered

into a first amendment to the exclusive license agreement covering License #2 (Note 9), expanding its rights to include the growing animal

health market.

The amendment to the existing agreement now covers a broad array of animal health applications, including pharmaceuticals

for muscular, metabolic, cardiovascular, neurological, and endocrine conditions, alongside innovative animal health solutions such as

feed additive applications.

The Company agreed to pay $ 6,000 and issue 12,000 common shares in exchange for the expansion of its rights

under License #2.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures