PMGC Holdings Inc. 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-41875 PMGC HOLDINGS INC. (Exact name of registrant as specified in its charter) Nevada 33-2382547 (State of incorporation) (I.R.S. Employer Identification No.) Graydon Bensler 120 Newport Center Drive , Suite 249 Newport Beach , CA 92660 (Address of principal executive office) (Zip code) (888) 445-4886 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.0001 per share ELAB The Nasdaq Stock Market LLC Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, during the preceding 12 months (or for such shorter period than the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ As of August 12, 2025, there were 1,484,827 shares of our common stock, par value $0.0001 per share, issued and outstanding. PMGC Holdings Inc. Quarterly Report on Form 10-Q TABLE OF CONTENTS PART I – FINANCIAL INFORMATION 1 Item 1. Financial Statements 1 Notes to Unaudited Condensed Consolidated Financial Statements 7 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 25 Item 3. Quantitative and Qualitative Disclosure About Market Risk 33 Item 4. Controls and Procedures 33 PART II – OTHER INFORMATION 34 Item 1. Legal Proceedings 34 Item 1A. Risk Factors 34 Item 2. Recent Sales of Unregistered Securities; Use of Proceeds and Issuer Purchases of Equity Securities 34 Item 3. Defaults Upon Senior Securities 34 Item 4. Mine Safety Disclosures 34 Item 5. Other Information 34 Item 6. Exhibits 35 SIGNATURES 36 i Forward-Looking Statements This Quarterly Report on Form 10-Q (this “Quarterly Report”) of PMGC Holdings Inc. (“we,” “us,” “our,” “PMGC” and the “Company”) contains statements that constitute “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Any statements that are not statements of historical facts may be deemed to be forward-looking statements. These statements appear in several different places in this Quarterly Report and, in some cases, can be identified by words such as “anticipates,” “estimates,” “projects,” “expects,” “contemplates,” “intends,” “believes,” “plans,” “may,” “will” or their negatives or other comparable words, although not all forward-looking statements contain these identifying words. Forward-looking statements in this Quarterly Report may include, but are not limited to, statements and/or information related to: our financial performance and projections; our business prospects and opportunities; our business strategy and future operations; the projection of timing and delivery of products in the future; projected costs; expected production capacity; expectations regarding demand and acceptance of our products; estimated costs of research and development to develop new pipeline products; trends in the market in which we operate; the plans and objectives of management; our liquidity and capital requirements, including cash flows and uses of cash; trends relating to our industry; and plans relating to our current products. We have based these forward-looking statements on our current expectations about future events on information that is available as of the date of this Quarterly Report, and any forward-looking statements made by us speak only as of the date on which they are made. While we believe these expectations are reasonable, such forward-looking statements are inherently subject to risks and uncertainties, many of which are beyond our control. Our actual future results may differ materially from those discussed or implied in our forward-looking statements for various reasons, including, our ability to change the direction of the Company; our ability to keep pace with new technology and changing market needs; our capital needs, and the competitive environment of our business. Additional Factors that could contribute to such differences include, but are not limited to: ● general economic and business conditions, including changes in interest rates; ● prices of other competitive products, costs associated with research and development of our products and other economic conditions; ● the effect of an outbreak of disease or similar public health threat, such as any future outbreak of COVID-19 on our business (natural phenomena, including the lingering effects of the COVID-19 pandemic); ● the impact of political unrest, natural disasters or other crises, terrorist acts, acts of war and/or military operations, and our ability to maintain or broaden our business relationships and develop new relationships with strategic alliances, suppliers, customers, distributors or otherwise; ● breaches in data security, failure of information security systems, cyber-attacks or other security or privacy-related incidents affecting us or our suppliers; ● the ability of our information technology systems or information security systems to operate effectively; ● actions by government authorities, including changes in government regulation; ● uncertainties associated with legal proceedings; ● changes in the size of the medical aesthetics, cosmetics and biotechnology market; ● future decisions by management in response to changing conditions; ii ● our ability to execute prospective business plans; ● misjudgments in the course of preparing forward-looking statements; ● our ability to raise sufficient funds to carry out our proposed business plan; ● inability to keep up with advances in medical aesthetics and biotechnology; ● inability to design, develop, market and sell new medical aesthetics and biotech products that address additional market opportunities to generate revenue and positive cash flows; ● dependency on certain key personnel and any inability to retain and attract qualified personnel; ● our expectations regarding our ability to obtain, maintain, protect, defend and enforce our intellectual property rights and operate without infringing, misappropriating, or otherwise violating the intellectual property rights of others; ● disruption of supply or shortage of raw materials; ● the unavailability, reduction or elimination of government and economic incentives; ● failure to manage future growth effectively; and ● the other risks and uncertainties detailed from time to time in our filings with the U.S. Securities and Exchange Commission (“SEC”), including, but not limited to, those described under “Risk Factors” in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 28, 2025 (the “Form 10-K”). Although management has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There is no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such forward-looking statements. Accordingly, readers should not place undue reliance on forward-looking statements. These cautionary remarks expressly qualify, in their entirety, all forward-looking statements attributable to us or persons acting on our behalf. We do not undertake to update any forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting such statements, except as, and to the extent required by, applicable securities laws. iii PART I - FINANCIAL INFORMATION Item 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Condensed Consolidated Financial Statements of PMGC Holdings Inc. (formerly Elevai Labs Inc.) For the quarterly periods ended June 30, 2025, and 2024 (Unaudited - Expressed in United States Dollars) PMGC Holdings Inc. (formerly Elevai Labs Inc.) Condensed Consolidated Balance Sheets (Unaudited - Expressed in United States dollar) As of: June 30, 2025 December 31, 2024 ASSETS Current Assets Cash $ 5,682,628 $ 3,984,453 Receivables, net - 5,276 Prepaids and deposits 791,055 868,464 Short-term loan receivable 128,111 - Other receivables 76,212 - Investment in securities- current 624,838 - Assets held for sale - 1,192,808 Total Current Assets 7,302,844 6,051,001 Investment in securities-noncurrent - 139,084 Equipment, net - 1,087 Intangibles, net 2,072,632 2,801,993 TOTAL ASSETS $ 9,375,476 $ 8,993,165 LIABILITIES Current Liabilities Accounts payable and accrued liabilities $ 271,567 $ 481,001 Due to related parties 54,734 419,217 Current portion of consideration payable - 350,000 Liabilities held for sale - 548,916 Total Current Liabilities 326,301 1,799,134 Consideration payable - 534,467 TOTAL LIABILIITES $ 326,301 $ 2,333,601 Commitments and Contingencies EQUITY Preferred stock $ 0.0001 par value; 500,000,000 stock authorized: Series B preferred stock, 6,372,874 and Nil shares issued and outstanding as of June 30, 2025, and December 31, 2024, respectively 637 - Common stock, $ 0.0001 par value, 285,714,286 shares authorized; 1,477,575 and 438,987 shares issued and outstanding as of June 30, 2025, and December 31, 2024, respectively (1) 148 44 Additional paid-in capital 24,490,049 19,929,484 Accumulated other comprehensive income ( 1,222 ) ( 337 ) Accumulated deficit ( 15,440,437 ) ( 13,269,627 ) TOTAL EQUITY 9,049,175 6,659,564 TOTAL LIABILITIES AND EQUITY $ 9,375,476 $ 8,993,165 (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.” The accompanying notes are an integral part of these unaudited condensed consolidated financial statements 1 PMGC Holdings Inc. (formerly Elevai Labs Inc.) Condensed Consolidated Statements of Operations and Comprehensive Loss For the Three and Six months ended June 30, 2025, and 2024 (Unaudited - Expressed in United States dollars) Three months ended June 30, 2025 Three months ended June 30, 2024 Six months ended June 30, 2025 Six months ended June 30, 2024 Operating expenses Depreciation and amortization 20 140 1,105 276 Marketing and promotion 82,329 133,597 117,923 265,113 Consulting fees 198,345 179,843 745,902 558,316 Office and administrative 319,839 148,341 528,870 280,800 Professional fees 284,175 48,706 550,643 91,996 Investor relations 46,827 5,987 116,777 97,565 Research and development 66,675 34,824 99,108 55,553 Foreign exchange (gain) loss ( 883 ) 188 ( 497 ) 1,981 Travel and entertainment 16,191 4,616 55,411 4,616 Total operating expenses $ 1,013,518 556,242 2,215,242 1,356,216 Other income (expense) Change in fair value of derivative liabilities - 26,864 - 301,803 Gain on the termination of intangible assets - - 129,613 - Interest income 36,527 64 65,383 150 Interest expense ( 2 ) ( 23,597 ) ( 10,476 ) ( 42,769 ) Dividend income 3,016 - 3,016 - Other Income - - - - Realized gain (loss) on investments 95,184 - ( 371,494 ) - Unrealized gain (loss) on investments 299,303 - 238,899 - Net loss from continuing operations $ ( 579,490 ) ( 552,911 ) ( 2,160,301 ) ( 1,097,032 ) Loss from discontinued operations (Note 4) 17,135 ( 859,580 ) ( 10,509 ) ( 1,712,709 ) Total net loss ( 562,355 ) ( 1,412,491 ) ( 2,170,810 ) ( 2,809,741 ) Other comprehensive income (loss) Currency translation adjustment ( 406 ) ( 141 ) ( 885 ) 1,040 Total comprehensive loss $ ( 562,761 ) ( 1,412,632 ) ( 2,171,695 ) ( 2,808,701 ) Basic and diluted loss per share Continuing operations $ ( 0.466 ) ( 42.303 ) ( 2.411 ) ( 86.215 ) Discontinued operations $ 0.014 ( 65.765 ) ( 0.012 ) ( 134.601 ) Weighted average shares outstanding (1) 1,243,720 13,070 896,149 12,724 (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” The accompanying notes are an integral part of these unaudited condensed consolidated financial statements 2 PMGC Holdings Inc. (formerly Elevai Labs Inc.) Condensed Consolidated Statements of Changes in Stockholders’ Equity For the Three and Six months ended June 30, 2025, and 2024 (Unaudited - Expressed in United States dollars) Common Stock Series B Preferred Stock Additional Accumulated other Number of shares # Amount $ Number of shares # Amount $ paid-in capital $ Accumulated deficit $ comprehensive income $ Total $ Balance, April 1, 2024 (1) 12,384 1 - - 10,906,102 ( 8,421,140 ) 1,383 2,486,346 Issued for acquisition of intangible assets 1,117 1 - - 772,402 - - 772,403 Obligation to issue stock for acquisition of intangible assets - - - - 838,374 - - 838,374 Share-based compensation - - - - ( 44,855 ) - - ( 44,855 ) Net loss for the period - - - - - ( 1,412,491 ) - ( 1,412,491 ) Currency translation adjustment - - ( 141 ) ( 141 ) Balance, June 30, 2024 (1) 13,501 2 - - 12,472,023 ( 9,833,631 ) 1,242 2,639,636 Balance, April 1, 2025 707,076 71 6,372,874 637 23,006,702 ( 14,878,082 ) ( 816 ) 8,128,512 Issued and issuable shares for acquisition of intangible assets 12,000 1 - - ( 1 ) - - - Exercise of Pre-funded Warrants 165,305 17 - - ( 17 ) - - - Issuance of common shares under ATM program 593,194 59 - - 1,467,523 - - 1,467,582 Share-based compensation - - - - 15,842 - - 15,842 Net loss for the period - - - - - ( 562,355 ) - ( 562,355 ) Currency translation adjustment - - - - - - ( 406 ) ( 406 ) Balance, June 30, 2025 1,477,575 148 6,372,874 637 24,490,049 ( 15,440,437 ) ( 1,222 ) 9,049,175 (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.” The accompanying notes are an integral part of these unaudited condensed consolidated financial statements 3 PMGC Holdings Inc. (formerly Elevai Labs Inc.) Condensed Consolidated Statements of Changes in Stockholders’ Equity For the Three and Six months ended June 30, 2025, and 2024 (Unaudited - Expressed in United States dollars) Common Stock Series B Preferred Stock Additional Accumulated other Number of shares Amount Number of shares Amount paid-in capital Accumulated deficit comprehensive income Total # $ $ $ $ $ $ $ Balance, January 1, 2024 (1) 12,384 1 - - 10,850,763 ( 7,023,890 ) 202 3,827,076 Issued for acquisition of intangible assets 1,117 1 - - 772,402 - - 772,403 Obligation to issue stock for acquisition of intangible assets - - - - 838,374 - - 838,374 Share-based compensation - - - - 10,484 - - 10,484 Net loss for the period - - - - - ( 2,809,741 ) - ( 2,809,741 ) Currency translation adjustment - - - 1,040 1,040 Balance, June 30, 2024 13,501 2 - - 12,472,023 ( 9,833,631 ) 1,242 2,639,636 Balance, January 1, 2025 438,987 44 - - 19,929,484 ( 13,269,627 ) ( 337 ) 6,659,564 Settlement of accrued bonus liability - - 6,372,874 637 149,363 - - 150,000 Issued and issuable shares for acquisition of intangible assets 12,438 1 - - 43,534 - - 43,535 Exercise of Series A Warrants 138,485 14 - - 1,698,044 - - 1,698,058 Issued pursuant to the registered direct offering 129,145 13 - - 1,245,293 - - 1,245,306 Repurchase of shares ( 40 ) - - - ( 179 ) - - ( 179 ) Round up shares due to reverse stock splits 61 - - - - - - - Exercise of Pre-funded Warrants 165,305 17 - - ( 17 ) - - - Issuance of common shares under ATM program 593,194 59 - - 1,467,523 - - 1,467,582 Share-based compensation - - - - ( 42,996 ) - - ( 42,996 ) Net loss for the period - - - - - ( 2,170,810 ) - ( 2,170,810 ) Currency translation adjustment - - - - - - ( 885 ) ( 885 ) Balance, June 30, 2025 1,477,575 148 6,372,874 637 24,490,049 ( 15,440,437 ) ( 1,222 ) 9,049,175 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements 4 PMGC Holdings Inc. (formerly Elevai Labs Inc.) Condensed Consolidated Statements of Cash Flows For the six months ended June 30, 2025, and 2024 (Unaudited - Expressed in United States dollars) June 30, 2025 June 30, 2024 Operating activities Net loss $ ( 2,170,810 ) $ ( 2,809,741 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 1,622 6,477 Share-based compensation ( 42,996 ) 10,484 Rent expense ( 230 ) ( 1,379 ) Change in fair value of derivative liabilities - ( 301,803 ) Accretion interest expense 9,684 42,312 Research and development costs for intangible assets 14,358 39,483 Gain on termination of intangible asset ( 129,613 ) - Loss on the sale of Skincare 39,676 - Realized loss on sale of investments 371,494 - Unrealized gain on investments ( 238,899 ) - Changes in operating assets and liabilities: Receivables ( 104,473 ) 6,958 Prepaid expenses and deposits 120,999 137,295 Inventory 22,966 ( 482,881 ) Accounts payable and accrued liabilities ( 169,268 ) 210,111 Customer deposits ( 20,496 ) ( 12,379 ) Due to related parties ( 397,728 ) 50,306 Cash flows used in operating activities 1 $ ( 2,693,714 ) $ ( 3,104,757 ) Investing activities Purchase of equipment ( 9,160 ) Purchase of investments ( 995,100 ) - Proceeds from sale of investments 1,109,921 - Issuance of promissory note ( 127,300 ) - Purchase of intangible assets ( 6,000 ) ( 112,320 ) Cash flows used in investing activities 1 $ ( 18,479 ) $ ( 121,480 ) Financing activities Exercise of Series A warrants 1,938,772 - Proceeds from the issuance of common stock and warrants 1,484,028 - Share issuance costs ( 531,290 ) - Repurchase of shares and warrants ( 179 ) - Issuance of common shares under ATM agreement 1,519,437 - Cash flows provided by financing activities $ 4,410,768 $ - Effect of exchange rate changes on cash ( 400 ) ( 580 ) Increase(decrease) in cash 1,698,175 ( 3,226,817 ) Cash, beginning of period 3,984,453 3,326,851 Cash, ending of period $ 5,682,628 $ 100,034 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements 5 PMGC Holdings Inc. (formerly Elevai Labs Inc.) Condensed Consolidated Statements of Cash Flows For the three months ended March 31, 2025, and 2024 (Unaudited - Expressed in United States dollars) Supplemental cash flow information: Cash paid for interest $ 791 $ 11,104 Cash paid for taxes - - Non-cash Investing and Financing transactions: Common stock issued and issuable on acquisition of intangible asset 43,535 772,247 Obligation to issue stock for acquisition of intangible assets - 838,374 Shares received as proceeds for the sale of Skincare 728,550 - Series B preferred shares issues to settle accrued bonus liability 150,000 - Consideration payable settled through termination of the agreement 894,151 - 1 Refer to Note 4 for disclosure of cash flows used in operating and investing activities of discontinued operations. The accompanying notes are an integral part of these unaudited condensed consolidated financial statements 6 1. Organization and nature of operations PMGC 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.” On 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. On November 27, 2024, the Company completed a reverse stock split on a ratio of two hundred old shares of common stock 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 shares of common stock 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. On December 31, 2024, PMGC and Skincare entered into an asset purchase agreement (the “Asset Purchase Agreement”) with an unrelated third party, pursuant to which PMGC agreed to sell, and the unrelated third party agreed to purchase, PMGC’s skincare business. The sale of this 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 unaudited condensed consolidated financial statements as assets and liabilities held for sale and discontinued operations. The Company also retrospectively adjusted the unaudited condensed consolidated statement of operations and comprehensive loss for the three and six months ended June 30, 2024, to reflect discontinued operations separately from continuing operations (Note 4). Prior 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 its skincare business, the Company changed its principal business. After this sale, PMGC became 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: ● Northstrive BioSciences Inc. – a biopharmaceutical company focusing on the development and acquisition of cutting-edge aesthetic medicines and therapeutic products. Our lead asset, EL-22, is leveraging a first-in-class engineered probiotic approach to address obesity’s pressing issue of preserving muscle while on weight loss treatments, including GLP-1 receptor agonists. ● PMGC Research Inc. – PMGC Research is based in Canada and currently dedicated to medical scientific research and development efforts, utilizing Canadian research grants and partnering with leading Canadian Universities to push the boundaries of innovation. ● PMGC Capital LLC - 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. 7 2. Going Concern These unaudited condensed consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders and the ability of the Company to obtain necessary equity financing to continue operations, and ultimately the attainment of profitable operations. As of June 30, 2025, and December 31, 2024, the Company had a net working capital of $ 6,976,543 and $ 4,251,867 , respectively, and has an accumulated deficit of $ 15,440,437 and $ 13,269,627 , respectively. Furthermore, for the six months ended June 30, 2025, and 2024, the Company incurred a net loss of $ 2,170,810 and $ 2,809,741 , respectively, and used $ 2,693,714 and $ 3,104,757 , respectively, of cash flows for operating activities. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These unaudited condensed 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. The assessment of whether the going concern assumption is appropriate requires management to take into account all available information about the future, which is at least, but not limited to, 12 months from the date the financial statements are issued. The Company is aware that material uncertainties related to events or conditions may cast substantial doubt upon the Company’s ability to continue as a going concern. Management’s plans that alleviate substantial doubt about the Company’s ability to continue as a going concern include: (a) raising additional debt or equity financing and (b) the acquisition of cash flow generating assets or businesses. 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. 3. Summary of Significant Accounting Policies Basis of Presentation These unaudited condensed consolidated financial statements 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. GAAP”) for interim financial information and are expressed in United States dollars. Accordingly, the unaudited condensed consolidated financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, we have included all adjustments considered necessary for a fair presentation and such adjustments are of a normal recurring nature. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the years ended December 31, 2024, and 2023. The results of operations for the three and six months ended June 30, 2025 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2025. Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of PMGC and its 100 % owned subsidiaries, PMGC Research, Skincare, BioSciences, and PMGC Capital. All intercompany accounts, transactions and profits were eliminated in the unaudited condensed consolidated financial statements. 8 Use of Estimates The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to revenue recognition, the collectability of receivables, valuation of inventory, fair value of investments in securities, derivative liabilities and stock options, useful lives and recoverability of long-lived assets, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgements about the carrying value of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from those estimates. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the unaudited condensed consolidated financial statements in the period they are determined. Foreign Currency Translation The Company’s functional and reporting currency is the U.S. 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 date. Non-monetary assets, liabilities, and items recorded in income arising from transactions denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. The accounts of PMGC Research are translated to U.S. dollars using the current rate method. Accordingly, assets and liabilities are translated into U.S. dollars at the period-end exchange rate while revenues and expenses are translated at the average exchange rates during the period. Related exchange gains and losses are included in a separate component of stockholders’ equity as accumulated other comprehensive income (loss). Investments in securities Investments in securities include publicly traded equity securities and a convertible debenture that is convertible at any time into publicly traded securities. All investments are classified as trading securities and are reported at fair value, with both realized and unrealized gains and losses recognized in earnings. Equity securities have readily determinable fair values and are measured in accordance with ASC 321 – Accounting for Equity Interests. The convertible debenture is measured at fair value under ASC 320 – Investments – Debt Securities. The cost of securities sold is determined using the specific identification or average cost method. Investments, including publicly traded shares and those that management intends to convert into equity upon favorable market conditions, are classified as current assets on the condensed consolidated balance sheet. New Accounting Standards Recently Adopted Accounting Standards In June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. The FASB is issuing this Update (1) to clarify the guidance in Topic 820, Fair Value Measurement, when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security, (2) to amend a related illustrative example, and (3) to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 820. 9 Stakeholders asserted that the language in the illustrative example resulted in diversity in practice on whether the effects of a contractual restriction that prohibits the sale of an equity security should be considered in measuring that equity security’s fair value. Some stakeholders apply a discount to the price of an equity security subject to a contractual sale restriction, whereas other stakeholders consider the application of a discount to be inappropriate under the principles of Topic 820. For 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. The adoption of this standard did not have a significant impact on the Company’s consolidated financial statements. In 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. Recently Issued Accounting Standards The Company assesses the adoption impacts of recently issued, but not yet effective, accounting standards by the Financial Accounting Standards Board on the Company's unaudited condensed consolidated financial statements. There are no recently issued accounting standards which may have effect on the Company’s unaudited condensed consolidated financial statements 4. Assets and liabilities held for sale and discontinued operations Pursuant to the Asset Purchase Agreement, the Company agreed to sell its skincare business for (i) 1,267,040 shares of common stock of the buyer, having a market value of $ 728,550 at the closing of the agreement; (ii) buyer’s assumption of certain liabilities; and, (iii) $ 56,525 in cash, to be paid upon the sale of specified inventory existing as of the consummation of this transaction (“Closing”). Following the Closing, which occurred on January 16, 2025 (such date, the “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. 10 The 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: Three months ended June 30, 2025 Three months ended June 30, 2024 Six months ended June 30, 2025 Six months ended June 30, 2024 Revenue $ - $ 605,530 $ 152,381 $ 1,220,093 Cost of goods sold - 166,274 30,530 335,185 Gross profit $ - $ 439,256 $ 121,851 $ 884,908 Expenses Depreciation - 2,570 517 4,818 Marketing and promotion - 587,893 6,924 849,415 Consulting fees - 5,600 - 23,253 Office and administrative 7,661 515,619 54,875 1,261,767 Professional fees - 109,436 50,460 246,068 Investor relations - 390 7,057 Research and development - 17,561 16,921 117,973 Foreign exchange (gain) loss - 53 1,875 ( 1,198 ) Travel and entertainment - 52,505 10,726 111,613 Total expenses $ 7,661 $ 1,291,627 $ 142,298 $ 2,620,766 Other income (expense) Other income 24,796 - 49,614 34,723 Interest expense - ( 7,209 ) - ( 11,574 ) Loss on the sale of Skincare - - ( 39,676 ) - Net income (loss) from discontinued operations $ 17,135 $ ( 859,580 ) $ ( 10,509 ) $ ( 1,712,709 ) The following table summarizes the carrying amounts of major classes of assets and liabilities of discontinued operations as at the Closing Date (January 16, 2025) and December 31, 2024: Closing Date January 16, 2025 December 31, 2024 Assets Receivables, net 71,793 43,497 Inventory 875,996 898,962 Prepaid expenses and deposits 94,568 137,875 Property and equipment 47,618 48,134 Right of use asset 51,721 64,340 Total assets held for sale 1,141,696 1,192,808 Liabilities Accounts payable and accrued liabilities 307,024 449,125 Customer deposits 13,806 34,302 Lease liability 52,640 65,489 Total liabilities held for sale 373,470 548,916 Total assets and liabilities held for sale, net 768,226 643,892 The Company recorded a loss on sale of discontinued operations of $ 39,676 . The proceeds on sale, which was the fair value of the buyer shares received on Closing, amounted to $ 728,550 , and the carrying amounts of the net assets and liabilities sold amounted to $ 768,226 . 11 The following represents the cash flows from operating and investing activities of discontinued operations for the six months ended June 30, 2025 and 2024: June 30, 2025 June 30, 2024 Cashflows used in operating activities $ ( 174,767 ) $ ( 1,912,907 ) Cashflows used in investing activities - ( 9,160 ) 5. Short Term Loan Receivable As of June 30, 2025 and December 31, 2024, receivables consisted of the following: June 30, 2025 December 31, 2024 Promissory note receivable 127,300 - Interest receivable 811 - $ 128,111 $ - On May 30, 2025, the Company entered into a secured promissory note agreement with an individual, pursuant to which the Company loaned $ 127,300 to the borrower. The note bears interest at a variable rate equal to the U.S. prime rate as published in the Wall Street Journal ( 7.5 %), with interest computed on the basis of a 365 -day year and actual days elapsed. The entire principal amount, together with accrued and unpaid interest, is due and payable on or before September 30, 2025 . As of June 30, 2025, the Company recognized $ 811 in interest income related to this note for the 31 -day period from issuance to quarter-end. The total outstanding balance of $ 128,111 , consisting of principal and accrued interest, was recorded as a short-term loan receivable on the Company’s condensed consolidated balance sheet as of June 30, 2025. Subsequent to June 30, 2025, the note was fully settled through the transfer of a 10 % equity interest in Pacific Sun Packaging Inc. to the Company. The loan settlement was effected as part of the Company’s acquisition of all outstanding equity interests of Pacific Sun Packaging Inc., which was completed in July 2025. (Note 14). 6. Prepaids and Deposits As of June 30, 2025, and December 31, 2024, prepaid and deposits consisted of the following: June 30, 2025 December 31, 2024 Prepaid expenses $ 753,735 $ 867,420 Deposits 37,320 1,044 $ 791,055 $ 868,464 12 7. Investment in securities As of June 30, 2025, the Company’s investments consist of publicly traded equity securities and a convertible debenture. These investments are reported under ASC 321 – Investments in Equity Securities and ASC 320 – Investments – Debt Securities, as applicable. The Company has classified the investments as held for trading. The following table summarizes the changes in investments for the six months ended June 30, 2025 and year ended December 31, 2024: Public Company Investment Private Company Investment Convertible Debenture Total Balance, December 31, 2023 $ - - - - Purchases - 139,084 - 139,084 Balance, December 31, 2024 $ - 139,084 - 139,084 Purchases $ 870,100 - 125,000 995,100 Transfer 139,084 ( 139,084 ) - - Acquired in the sale of Skincare business 728,550 - - 728,550 Proceeds on sale ( 1,109,921 ) - - ( 1,109,921 ) Interest - - 4,620 4,620 Realized loss ( 371,494 ) - - ( 371,494 ) Unrealized loss 56,305 - 182,594 238,899 Balance, June 30, 2025 $ 312,624 - 312,214 624,838 Equity Securities The Company’s equity investments consist of publicly traded equity securities with readily determinable fair values. In accordance with ASC 321, these securities are measured at fair value, with changes in fair value recognized in profit or loss. For the six months ended June 30, 2025, the Company recognized a realized loss of $ 371,494 on the sale of equity securities, and an unrealized gain of $ 56,305 on equity securities still held at June 30, 2025. Convertible Debenture The Company also holds a convertible debenture, classified as a trading security under ASC 320, as it is held within a portfolio of investments and is intended to be converted into equity upon favorable market conditions. The debenture is measured at fair value, with changes in value recognized through profit or loss. For the six months ended June 30, 2025, the Company recognized interest income of $ 4,620 and an unrealized gain of $ 182,594 on the debenture. 13 Fair Value Measurement The following table presents the Company’s financial instruments measured at fair value on a recurring basis as of June 30, 2025, in accordance with the fair value hierarchy of ASC 820: Fair Value Measurement Using: Level 1 Level 2 Level 3 Total Equity securities $ 312,624 – – 312,624 Convertible debenture - 312,214 – 312,214 Total $ 312,624 312,214 – 624,838 8. Equipment Computers Cost Balance, December 31, 2023 $ 2,820 Foreign currency translation ( 219 ) Balance, December 31, 2024 $ 2,601 Foreign currency translation 3 Balance, June 30, 2025 $ 2,604 Accumulated depreciation Balance, December 31, 2023 $ 1,079 Depreciation 546 Foreign currency translation ( 111 ) Balance, December 31, 2024 $ 1,514 Depreciation 1,085 Foreign currency translation 5 Balance, June 30, 2025 $ 2,604 Net book value December 31, 2024 $ 1,087 June 30, 2025 $ - 9. Intangible assets and consideration payable License # 1 License # 2 (IPR&D asset) Total Cost: Balance, December 31, 2024 $ 861,452 2,023,097 2,884,549 Additions - 49,535 49,535 Termination of agreement ( 861,452 ) ( 861,452 ) Balance, June 30, 2025 $ - 2,072,632 2,072,632 Accumulated amortization: Balance, December 31, 2024 $ 82,556 - 82,556 Additions 14,358 - 14,358 Termination of agreement ( 96,914 ) - ( 96,914 ) Balance, June 30, 2025 $ - - - Net book value: December 31,2024 $ 778,896 2,023,097 2,801,993 June 30, 2025 - 2,072,632 2,072,632 14 On January 15, 2024, the Company entered into a license agreement with a biotechnology company to use the biotechnology company’s proprietary technology and process to assist in formulating stem cells (the license granted under this license agreement, “License #1”). The term of License # 1 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 1 Effective 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 are required of either party. The 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 Consideration payable – undiscounted $ 1,000,000 Discount on initial recognition ( 138,548 ) Fair value on initial recognition $ 861,452 Paid in cash ( 50,000 ) Accretion 73,015 Balance, December 31, 2024 $ 884,467 Accretion 9,684 Termination of agreement ( 894,151 ) Balance, June 30, 2025 $ - As a result of the termination, the Company derecognized the associated intangible asset and the related consideration payable, recognizing a gain of $ 129,613 in the condensed consolidated statements of operations for the six months ended June 30, 2025. On 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 (the license granted under this license agreement, “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 asset. The Company paid consideration of $ 400,000 and 679 shares of common stock 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 shares of common stock issued to the pharmaceutical company. The Company incurred transaction costs of $ 12,320 in legal fees and $ 1,117,771 in shares of common stock paid to a consultant who assisted in acquiring License # 2. The shares of common stock 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. The 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. 15 The following assumptions were used in the Black-Scholes Option Pricing Model: Initial recognition – April 30, 2024 Risk-free interest rate 5.12 - 5.44 % Expected life 0.5 - 1 years Expected dividend rate 0.00 % Expected volatility 100 % The consultant who assisted in acquiring License # 2 was to receive 1,750 shares of common stock 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) The cost of License # 2 IPR&D asset is $ 2,023,097 , which is the fair value of the consideration paid on initial recognition. On March 21, 2025, Biosciences entered into a first amendment to the exclusive license agreement covering License # 2, expanding the licensed fields in the exclusive license agreement to include all uses in animal health, including all applications as a feed additive. The Company paid $ 6,000 and issued 12,000 shares of common stock to the pharmaceutical company in consideration for entry into this first amendment to the exclusive license agreement regarding License # 2. 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 $ 15,624 on the value of the common stock issued to the pharmaceutical company. The fair value adjustments were calculated using the Black-Scholes Option Pricing Model. The first amendment to the exclusive license agreement did not result in a remeasurement of the intangible asset under ASC 350 – Intangibles – Goodwill and Other, as it does not constitute a new acquisition or recognition event. The Company will continue to monitor the asset for impairment indicators consistent with U.S. GAAP. The 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. 16 The following assumptions were used in the Black-Scholes option pricing model: Initial recognition – March 26, 2025 Risk-free interest rate 4.26 % Expected life 0.5 years Expected dividend rate 0.00 % Expected volatility 100 % On May 12, 2025, Biosciences entered into a second amendment to an existing license agreement related to License # 2. The second amendment to the license agreement clarified the scope and terms of use within the animal health field. Key changes included clarification that certain provisions regarding (i) the exclusive license granted to the pharmaceutical company, (ii) milestone payment obligations of the Company, (iii) research and development obligations of the Company, (iv) recording obligations of the Company, (v) development data provisions, (vi) regulatory responsibilities of the Company, (vii) commercialization plan obligations of the Company, did not apply to licensing rights granted under the license agreement as the rights applied to the animal health field. The second amendment’s provisions also narrowed the Company’s payment obligations as to royalty payments on direct sales and a proportion of amounts received from sublicensees, as the payment related to the animal health field. There was no cost associated with the second amendment. 10. Derivative liabilities On 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 notes. On November 21, 2023, the Company completed its Initial Public Offering (“IPO”) and issued 54 warrants (the “IPO warrants”). The IPO warrants are exercisable into one share of common stock of the Company at $ 5,600 per share and expire on November 21, 2028 . We 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. ASC 815, Derivatives and Hedging, requires that the warrants be accounted for as derivative liabilities with initial and subsequent measurement at fair value with changes in fair value recorded as other income (expense). A continuity of the Company’s common stock purchase derivative liability warrants is as follows: Derivative liabilities Outstanding, December 31, 2023 $ 369,158 Change in fair value of derivative liabilities ( 369,158 ) Outstanding, December 31, 2024 $ - Change in fair value of derivative liabilities - Outstanding, June 30, 2025 $ - We 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 at subsequent period ends through December 31, 2024. Given the exercise price of these warrants compared to the fair market value of the Company’s shares, the value is deemed to be $ nil . 17 As of June 30, 2025, the following warrants were outstanding: Outstanding Expiry date Weighted average exercise price ($) 167 April 27, 2027 2,817 54 November 21, 2028 5,600 221 3,497 As of June 30, 2025, and December 31, 2024, the weighted average life of derivative liability warrants outstanding was 2.21 and 2.71 years, respectively. 11. Equity Common Stock Authorized As of June 30, 2025, and December 31, 2024, the Company had 285,714,286 shares of common stock authorized, each having a par value of $ 0.0001 . Issued and outstanding As of June 30, 2025, and December 31, 2024, the Company had 1,477,575 and 438,987 shares of common stock issued and outstanding, respectively. Transactions during the six months ended June 30, 2025 On January 28, 2025, the Company entered into and completed a warrant inducement transaction with the holders of its Series A Common Stock Purchase Warrants pursuant to a warrant inducement agreement (“Series A Warrants”). Under the warrant inducement agreement, the exercise price of the outstanding Series A Warrants was reduced from $ 78.40 to $ 14.00 per share of common stock as an incentive for immediate exercise As a result, the holders exercised all outstanding Series A Warrants, and the Company issued 138,485 shares of common stock, generating gross proceeds of $ 1,938,772 . On February 2, 2025, the Company issued 438 shares of common stock to a consultant in relation to the acquisition of the License # 2 IPR&D asset. On March 7, 2025, the Company repurchased a total of 10 shares of common stock from two existing shareholders at for total consideration of approximately $ 52 . The shares were retired upon repurchase. On March 18, 2025, the Company entered into a securities purchase agreement with an existing investor to repurchase 30 shares of common stock and warrants to purchase 36 shares of common stock at an exercise price of $ 4,200.00 per share. The total consideration paid in the transaction was $ 127 . The repurchased shares and warrants were retired and cancelled. The transaction was initiated by the existing investor. On March 21, 2025, the Company entered into a Securities Purchase Agreement between the Company and certain institutional investors with respect to a registered direct offering for the offer and sale of 129,145 shares of common stock and 165,305 prefunded warrants for gross proceeds of $ 1,484,028 On March 26, 2025, Biosciences entered into a first amendment to the exclusive license agreement covering License # 2 (Note 8), expanding its rights to include the growing animal health market. The Company issued 12,000 shares of common stock in exchange for the expansion of its rights under License # 2. During the six months ended June 30, 2025, the Company sold an aggregate of 593,194 shares of common stock under its at-the-market (ATM) equity offering program, generating total gross proceeds of approximately $ 1,519,437 . After deducting total commissions and fees of approximately $ 51,855 , net proceeds amounted to approximately $ 1,467,582 . The shares were issued in multiple tranches between April and June 2025, with sales prices ranging from $ 2.26 to $ 2.83 per share. 18 Transactions during the six months ended June 30, 2024 On April 30, 2024, the Company issued 679 shares of 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. On May 3, 2024, the Company committed to issue 1,750 fully vested shares of common stock, of which 438 shares of common stock were issued by June 30, 2024, for the acquisition of License # 2. A total of $ 1,117,832 was recognized in equity, of which $ nil was recognized in common stock and the remainder of $ 1,117,832 to additional paid in capital (Note 9). These shares are unregistered and restricted from trading as disclosed in Note 9. Preferred Stock Authorized As of June 30, 2025, and December 31, 2024, the Company had 500,000,000 of preferred stock authorized, respectively, each share of preferred stock having a par value of $ 0.0001 . Issued and outstanding As at June 30, 2025, and December 31, 2024, the Company had 6,372,874 and nil shares of Series B Preferred Stock issued and outstanding. Transactions during the six months ended June 30, 2025, and 2024 On March 26, 2025, at a special meeting of the Company’s 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 and Restated Consulting Agreement for Non-Employee Chief Executive Officer between the Company and GB Capital Ltd, dated October 25, 2024, as amended; and 3,336,437 shares of non-trading, non-convertible Series B Preferred Stock to Northstrive Companies Inc as a signing bonus pursuant to that certain Second Amended and Restated Consulting Agreement for Non-Executive Chairman between the Company and Northstrive Companies Inc., dated October 25, 2024, as amended. The total issuances of Series B Preferred Stock approved by the shareholders at this meeting was 6,372,874 shares. These bonuses to GB Capital Ltd and Northstrive Companies Inc. in the form of Series B Preferred Stock represented bonuses of $ 75,000 to each entity pursuant to their respective agreements aforementioned in this paragraph. These bonuses, totaling $ 150,000 , were accrued and included in due to related parties as of December 31, 2024. Equity Warrants Transactions during the six-month ended June 30, 2025. On January 28, 2025, in connection with the warrant inducement agreement (see above) and the exercise of the Series A Warrants, the Company issued 138,485 replacement warrants with an initial exercise price of $ 19.25 and a five-year term. On April 29, 2025, the exercise price of the replacement warrants were reset to the contractual floor price of $ 3.22 per share. Following the adjustment, each of the five investors now holds 165,580 warrants, resulting in a total of 827,900 replacement warrants outstanding at the adjusted exercise price, maintaining the aggregate exercise value of $ 2,665,836 . On March 18, 2025, the Company entered into a securities purchase agreement with an existing investor to repurchase warrants to purchase 36 shares of common stock at an exercise price of $ 4,200 per share for a nominal amount. On March 24, 2025, the Company consummated a registered direct offering with institutional investors, issuing 129,145 shares of common stock and 165,305 pre-funded warrants. The pre-funded warrants are immediately exercisable at an exercise price of $ 0.0001 per share, subject to a beneficial ownership limitation of 4.99 %, which may be increased to 9.99 % at the holder’s election. 19 On April 14, 2025, all 165,305 pre-funded warrants issued in connection with the Company’s registered direct offering consummated on March 24, 2025 were fully exercised for shares of common stock, at an exercise price of $ 0.0001 per share. Transactions during the six-month ended June 30, 2024. There was no equity warrant activity during the six months ended June 30, 2024 As of June 30, 2025, the following equity warrants were outstanding: Outstanding Expiry date Weighted average exercise price ($) 179 August 28, 2026 4,200.00 36 March 12, 2027 4,200.00 1,021 March 24, 2028 470.40 827,900 January 28, 2030 3.22 829,136 4.88 As of June 30, 2025 and December 31, 2024, the weighted average life of equity warrants outstanding was 4.58 and 4.82 years, respectively. Stock Options The Company has a stock option plan included in the Company’s 2020 Equity Incentive Plan (the “Plan”) where the Board of Directors or any of its committees can grant Incentive Stock Options, Nonstatutory Stock Options, and Restricted Stock to employees, advisors and directors of the Company. As of June 30, 2025 and December 31, 2024, the aggregate number of shares allocated and made available 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. Transactions during the three-month ended June 30, 2025 There was no stock option activity during the six months ended June 30, 2025. Transactions during the six-month ended June 30, 2024 In 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. The options vest 25 % on the first anniversary of the grant date and the remaining 75 % vest evenly over 36 months thereafter. On 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 anniversary of the grant date and the remaining 75 % vest evenly over 36 months thereafter. 20 The continuity of stock options for the six months ended June 30, 2025, and December 31, 2024, is summarized below: Number of stock options Weighted average exercise price Outstanding, December 31, 2023 1,088 2,389.27 Granted 66 2,156.76 Forfeited ( 407 ) 2,428.63 Outstanding, December 31, 2024 747 2,347.25 Granted - - Forfeited/Cancelled ( 223 ) ( 2,532.72 ) Exercised - - Outstanding, June 30, 2025 524 2,268.18 As of June 30, 2025, the following options were outstanding, entitling the holders thereof the right to purchase one common stock for each option held as follows: Outstanding Vested Expiry date Weighted average exercise price ($) 316 316 08-Feb-31 840 25 25 27-Feb-31 840 12 8 30-Sep-32 1,876 57 39 30-Sep-32 7,000 57 31 1-May-33 7,000 57 18 5-Mar-24 1,400 524 437 2,268.18 As of June 30, 2025, and December 31, 2024, the weighted average life of stock options outstanding was 6.41 years and 6.88 years, respectively. With the sale of the Company’s skincare business on January 16, 2025, 180 vested stock options with a weighted average exercise price of $ 1,696 have been cancelled on April 16, 2025, after the 90 -day exercise window following termination of employment with the Company. During the six months ended June 30, 2025 and 2024, the Company recorded $( 42,996 ) and $ 10,484 , respectively, in share-based compensation expense, of which $ 36,604 and ($ 79,600 ), and $ 31,781 and $( 21,297 ), respectively is included in office and administration and discontinued operations, respectively. Within discontinued operations for the six months ended June 30, 2025 and 2024, ($ 73,768 ) and ($ 5,832 ), and $( 23,876 ) and $ 2,579 , respectively is included in office and administration and research and development, respectively. 21 12. Related Party Transactions Related parties consist of the following individuals and corporations: ● Braeden Lichti, Non-executive Chairman ● Jordan Plews, Former Director (resigned December 23, 2024) and CEO of Skincare and BioSciences (resigned January 16, 2025) ● Graydon Bensler, CFO, CEO and Director ● Tim Sayed, Former Chief Medical Officer and Former Director (resigned August 1, 2024) ● Brenda Buechler, Former Chief Marketing Officer (termination effective June 20, 2024) ● Christoph Kraneiss, Former Chief Commercial Officer (termination effective June 20, 2024) ● Jeffrey Parry, Director (appointed June 1, 2023) ● Juliana Daley, Director (appointed June 1, 2023) ● Crystal Muilenburg, Former Director (appointed June 1, 2023, resigned February 29, 2024) ● George Kovalyov, Director (appointed March 1, 2024) ● GB Capital Ltd., controlled by Graydon Bensler ● JP Bio Consulting LLC, controlled by Jordan Plews ● BWL Investments Ltd., controlled by Braeden Lichti ● Northstrive Companies Inc., controlled by Braeden Lichti Key management personnel include those persons having authority and responsibility for planning, directing, and controlling the activities of the Company as a whole. The Company has determined that key management personnel consist of members of the Company’s Board of Directors, corporate officers, and individuals with more than 10 % control. Remuneration attributed to key management personnel are summarized as follows: Three months ended June 30, 2025 Three months ended June 30, 2024 Six months ended June 30, 2025 Six months ended June 30, 2024 Consulting fees $ 147,700 80,000 595,400 160,833 Director fees 83,290 - 83,290 - Salaries - 170,641 26,228 377,656 Share-based compensation 15,842 ( 54,859 ) 36,616 ( 32,583 ) $ 246,832 195,782 741,534 505,906 22 During the six months ended June 30, 2025: ● The Company incurred consulting fees of $ 281,000 (June 30, 2024 - $ 100,833 ) to GB Capital Ltd, a company controlled by Graydon Bensler, CEO, CFO and Director. ● The Company incurred consulting fees of $ 314,400 (June 30, 2024 - $ 60,000 ) to Northstrive Companies Inc., a company controlled by the Company’s Chairman and former President. ● The Company incurred director’s fees of $ 27,750 (June 30, 2024 – $ nil ) to George Kovalyov, a director of the Company. ● The Company incurred director’s fees of $ 27,790 (June 30, 2024 – $ nil ) to Juliana Daley, a director of the Company. ● The Company incurred director’s fees of $ 27,750 (June 30, 2024 – $ nil ) to Mystic Marine Advisors, LLC, a company owned and controlled by Jeffrey Parry, a director of the Company. Jordan Plews, Former Director and former CEO of Skincare and BioSciences, earned a salary of $ 26,228 and $ 122,032 , respectively, during the six months ended June 30, 2025, and 2024. Brenda Buechler, Former Chief Marketing Officer, earned a salary of $ nil and $ 132,807 , respectively, during the six months ended June 30, 2025, and 2024. Christoph Kraneiss, Former Chief Commercial Officer, earned a salary of $ nil and $ 122,818 , respectively during the six months ended June 30, 2025, and 2024. During the six months ended June 30, 2025, and 2024, the company issued the following stock options to related parties: On March 1, 2024, the Company granted 57 stock options to directors of the company with a contractual life of 10 years and exercise price of $ 7,000 per share of common stock. These stock options were valued at $ 45,986 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, as calculated on the grant date, to each related party in the current and prior periods, and the related expense recorded for the six months ended June 30, 2025 and 2024 is as follow: Six Months Ended June 30, 2025 Six Months Ended June 30, 2024 Grant date fair value Braeden Lichti, Non-executive Chairman $ 11 $ ( 5,355 ) $ 50,995 Graydon Bensler, CEO, CFO and Director 11 1,502 50,995 Jordan Plews, Former Director and former CEO of Skincare and BioSciences 2 11 1,502 50,995 Tim Sayed, Former Chief Medical Officer and Former Director 1 - 1,502 50,995 Jeffrey Parry, Director 6,428 13,349 107,669 Crystal Muilenburg, Former Director 1 - ( 41,668 ) 210,245 Julie Daley, Director 19,592 53,643 210,245 George Kovalyov, Director 10,563 10,308 52,845 Brenda Buechler, Former Chief Marketing Officer 1 - ( 36,918 ) 143,671 Christoph Kraneiss, Former Chief Commercial Officer 1 - ( 30,448 ) 121,243 $ 36,616 $ ( 32,583 ) $ 1,049,898 1 379 options of related parties were forfeited and or cancelled during the year ended December 31, 2024 2 143 options of Jordan Plews were cancelled during the three months ended June 30, 2025 23 As of June 30, 2025, and December 31, 2024, the Company had $ 53,355 and $ 227,749 , respectively, due to companies controlled by Braeden Lichti, of which $ 53,355 and $ 227,749 , respectively, is unsecured, non-interest bearing, and are due on demand. As of June 30, 2025, the Company had $ 127 (December 31, 2024 - $ 179,655 ) in consulting fees due to Graydon Bensler, CEO, CFO and Director, and $ Nil and $ 1,252 (December 31, 2024 - $ 11,813 and $ Nil ) due to Jordan Plews, Former Director and Former CEO of Skincare and BioSciences, and Jeffrey Parry, Director, respectively, for expenses incurred on behalf of the Company. These amounts are unsecured, non-interest bearing and are due on demand. 13. Commitments and Contingencies There were no commitments as of June 30, 2025, and December 31, 2024, or during the periods then ended. 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 other parties to this dispute (each, a “Party” and, 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. The amounts were paid in full by June 30, 2025. 14. Subsequent Events Management has evaluated events subsequent to the year ended June 30, 2025, up to August 13, 2025, for transactions and other events that may require adjustment of and/or disclosure in the consolidated financial statements. On July 7, 2025, the Company completed the acquisition of 100 % of the issued and outstanding shares of common stock of Pacific Sun Packaging Inc., a California-based custom information technology packaging company (“Pacific Sun”), for total consideration of $ 1,148,000 in cash and a potential earnout of up to $ 250,000 , payable to the stockholder of Pacific Sun. This earnout is contingent upon Pacific Sun achieving $ 1,145,915 in revenue over the 12-month period following closing. The Company acquired a 10 % minority interest in Pacific Sun through the settlement of the $ 127,300 secured promissory note (referenced in Note 5) On July 18, 2025, the Company acquired all of the membership interests of AGA Precision Systems LLC, a California-based company specializing in CNC machining operations, for $ 650,000 in cash. This acquisition is expected to enhance the Company's precision manufacturing capabilities. The Company is finalizing the purchase price allocation and fair value assessment of the acquired assets and liabilities, which will be disclosed in future financial statements in accordance with ASC 805, Business Combinations. The financial effects of this acquisition are not reflected in the financial statements for the quarter ended June 30, 2025, as the transaction occurred subsequent to the reporting period. 24 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited condensed consolidated financial statements and the notes to those statements included elsewhere in this Quarterly Report and the audited consolidated financial statements and the other information set forth in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the U.S. Securities and Exchange Commission on March 28, 2025. Forward-Looking Statements This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s registration statement on Form S-1 filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov . Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise. Organization and Overview of Operations On December 31, 2024, the Company entered into an asset purchase agreement (the “Asset Purchase Agreement”) with an unrelated third party, pursuant to which the Company agreed to sell, and the unrelated third party agreed to purchase, the Company’s skincare business. The sale of the skincare business was consummated on January 16, 2025. Prior 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. After the sale of the skincare business, the Company changed its principal business. PMGC Holdings Inc. is a diversified holding company that manages and grows its portfolio through strategic acquisitions, investments, and development across various industries. The Company currently manages and operates a diverse portfolio of three wholly owned subsidiaries: ● NorthStrive BioSciences Inc. – Biosciences is a biopharmaceutical company focusing on the development and acquisition of cutting-edge aesthetic medicines and therapeutic products. This company’s 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 Inc. – PMGC Research is based in Canada and is currently dedicated to medical scientific research and development efforts. This company utilizes Canadian research grants and partnering with leading Canadian Universities, with aims of pushing the boundaries of innovation. ● PMGC Capital LLC – PMGC Capital is a multi-strategy investment firm focused on direct investments, strategic lending, and acquiring undervalued companies and assets across diverse markets. This company’s mission is to identify and seize high-potential opportunities, delivering sustainable growth and maximizing returns on capital. 25 Outlook Management’s Plans Over the next twelve months, we intend to focus on: ● Increasing revenue by achieving successful returns on capital through PMGC Capital LLC, our multi-strategy investment vehicle, by acquiring and managing undervalued assets, public and private investments, and structured financing opportunities. ● Establishing new wholly owned subsidiaries to develop and commercialize newly acquired or licensed assets across various industries. ● Utilizing clinical validation studies to strengthen the commercial potential and scientific credibility of our portfolio companies’ technologies. ● Advancing clinical development to progress NorthStrive Biosciences, Inc.’s clinical assets toward Investigational New Drug (IND) applications. ● Pursuing additional acquisitions of operating business-to-business companies with positive EBITDA. ● Evaluating potential opportunities such as out licensing our biotechnology applications, potential spin-offs, and creating new publicly traded companies, such as Special Purpose Acquisition Corporations (“SPACs”) Results of Operations Comparison of the six months ended June 30, 2025 to the six months ended June 30, 2024 In January 2025, the Company sold its skincare business, which had previously contributed to the financial results of the Company. The financial results of the disposed operations from January 1, 2025 until January 16, 2025 have been classified as discontinued operations. The following table provides certain selected financial information for continuing operations for the periods presented and does not include activity from the skincare business of the Company: Six Months Ended June 30, 2025 Six Months Ended June 30, 2024 Change Marketing and Promotion $ 117,923 $ 265,113 $ (147,190 ) Consulting Fees $ 745,902 $ 558,316 $ 187,586 Office and Administration $ 528,870 $ 280,800 $ 248,070 Professional Fees $ 550,643 $ 91,996 $ 458,647 Investor Relations $ 116,777 $ 97,565 $ 19,212 Research and Development $ 99,108 $ 55,553 $ 43,555 Total operating expenses $ 2,215,242 $ 1,356,216 $ 859,026 Other income (expense) 1 $ 54,941 $ 259,184 $ (204,243 ) Net loss from continuing operation $ (2,160,301 ) $ (1,097,032 ) $ (1,063,269 ) Basic and dilutive loss per common share- continuing operations $ (2.411 ) $ (86.215 ) $ 83.805 Weighted average number of shares outstanding – basic and diluted 896,149 12,724 1 Other expenses relate to interest income, interest expense, unrealized fair value gain/loss on investment, realized loss on sale of investments, gain on the termination of the intangible asset and fair value gain/loss on derivative liability. 26 Research and Development Expenses Research and development expenses for the six months ended June 30, 2025, were $99,108, compared to $55,553 for the six months ended June 30, 2024, an increase of $43,555. Research and Development related to the Company’s spending on clinical validation studies. The increase in research and development was mainly driven by the Company continuously working on its research project of EL-22 and the costs of its Type B pre-Investigational New Drug (“pre-IND”) meeting with the U.S. Food and Drug Administration. Marketing and Promotion Marketing and promotion expenses for the six months ended June 30, 2025 were $117,923, compared to $265,113 for the six months ended June 30, 2024, a decrease of $147,190. During the six months ended June 30, 2024, the Company engaged an investor relations agency, under a $125,000 agreement signed on January 5, 2024, to support external communications and investor engagement efforts. No comparable agreement was entered into during the six months ended June 30, 2025. Office and Administrative Expenses Office and Administration expenses for the six months ended June 30, 2025 were $528,870, compared to $280,800 for the six months ended June 30, 2024, an increase of $248,070. The increase was driven by higher business activity levels, general price increases, and a shift in cost responsibilities following the disposition of the Company’s skincare business. Consulting Fees Consulting fees for the six months ended June 30, 2025 were $745,902, compared to $558,316 for the six months ended June 30, 2024, an increase of $187,586. The Company’s Chief Executive Officer, Chief Financial Officer, and Chairman provide services in a consulting capacity. The increase was primarily driven by bonus-related consulting expenses of $300,000 (2024 – $27,072), representing contractual bonuses approved by the Board of Directors and the Compensation Committee. The increases were partially offset by a decrease in external consulting services. Professional Fees Professional fees for the six months ended June 30, 2025 were $550,643, compared to $91,996 for the six months ended June 30, 2024, an increase of $458,647. Professional fees comprise of legal, audit and accounting services. The increase during 2025, was primarily due to an increase in audit, legal and accounting services given the Company’s corporate restructuring, business acquisition due diligence, and financing efforts conducted during the six months ended June 30, 2025 compared to the six months ended June 30, 2024. Investor Relations Investor relations expenses for the six months ended June 30, 2025 were $116,777, compared to $97,565 for the six months ended June 30, 2024, an increase of $19,212. The increase is primarily attributable to an increase in public relations and media coverage expenses during the first six months. Other income (expense) Other income (expense) for the six months ended June 30, 2025 amounted to a net income of $54,941, compared to net income of $259,184 for the six months ended June 30, 2024, representing an unfavorable variance of $204,243. The variance was primarily driven by a realized loss on investments of $371,494 in the six months ended June 30, 2025, whereas no such losses were recognized in the prior period. Additionally, the comparative period included a $301,803 fair value gain on derivative liabilities, which did not recur in the current quarter. Partially offsetting these declines, the Company recognized a $129,613 gain on the termination of an intangible asset, an unrealized gain of $238,899 on investments and an interest income of $65,383, compared to only $150 in the prior year. Interest expense also declined to $10,474 from $42,769, reflecting lower financing costs during the six months ended June 30, 2025. 27 Comparison of the three months ended June 30, 2025 to the three months ended June 30, 2025 In January 2025, the Company sold its skincare business, which had previously contributed to the financial results of the Company. The following table provides certain selected financial information for continuing operations for the periods presented and does not include activity from the skincare business of the Company: Three Months Ended June 30, 2025 Three Months Ended June 30, 2024 Change Marketing and Promotion $ 82,329 $ 133,597 $ (51,268 ) Consulting Fees $ 198,345 $ 179,843 $ 18,502 Office and Administration $ 319,839 $ 148,341 $ 171,498 Professional Fees $ 284,175 $ 48,706 $ 235,469 Investor Relations $ 46,827 $ 5,987 $ 40,840 Research and Development $ 66,675 $ 34,824 $ 31,851 Total operating expenses $ 1,013,518 $ 556,242 $ 457,276 Other income (expense) 1 $ 434,028 $ 3,331 $ 430,697 Net loss from continuing operation $ (579,490 ) $ (552,911 ) $ (26,579 ) Basic and dilutive loss per common share- continuing operations $ (0.466 ) $ (42.303 ) $ 41.837 Weighted average number of shares outstanding – basic and diluted 1,243,720 13,070 1 Other expenses relate to interest income, interest expense, unrealized fair value gain/loss on investment, realized loss on sale of investments, and fair value gain/loss on derivative liability. Research and Development Expenses Research and development expenses for the three months ended June 30, 2025 were $66,675, compared to $34,824 for the three months ended June 30, 2024, an increase of $31,851. Research and Development related to the Company’s spending on clinical validation studies. The increase in research and development is mainly driven by the company continuously working on the research project of EL-22 and the costs of the Type B pre-Investigational New Drug (“pre-IND”) meeting with the U.S. Food and Drug Administration. Marketing and Promotion Marketing and promotion expenses for the three months ended June 30, 2025 were $82,329, compared to $133,597 for the three months ended June 30, 2024, a decrease of $51,268. During 2024, the Company engaged an investor relations agency under a $125,000 agreement signed on April 26, 2024, to support external communications and investor engagement efforts. No comparable agreement was entered into during the three months ended June 30, 2025. Office and Administrative Expenses Office and Administration expenses for the three months ended June 30, 2025 were $319,839, compared to $148,341 for the three months ended June 30, 2024, an increase of $171,498. The increase was driven by higher business activity levels, general price increases, and a shift in cost responsibilities following the disposition of the skincare business. 28 Consulting Fees Consulting fees for the three months ended June 30, 2025, were $198,345, compared to $179,843 for the three months ended June 30, 2024, an increase of $18,502. The Company’s Chief Executive Officer, Chief Financial Officer, and Chairman provide services in a consulting capacity.. The increase was primarily driven by higher fees under the GB Capital and Northstrive agreements. These increases were partially offset by lower external consulting expenses, as no comparable services were incurred during the current period. Professional Fees Professional fees for the three months ended June 30, 2025, totaled $284,175, an increase of $235,469 compared to $48,706 for the same period in 2024. Professional fees comprise of legal, audit and accounting services. The increase during 2025, is primarily due to an increase in audit, legal and accounting services given the corporate restructuring, business acquisition due diligence, and financing efforts conducted compared to 2024. Investor Relations Investor relations expenses for the three months ended June 30, 2025 were $46,827, compared to $5,987 for the three months ended June 30, 2024, representing an increase of $40,840. The increase is primarily attributable to an increase in public relations and media coverage expenses during the current quarter. Other income (expense) Other income (expense) for the three months ended June 30, 2025 resulted in net income of $434,028, compared to $3,331 for the same period in 2024, representing a favorable variance of $430,697. The increase was primarily attributable to a realized gain on investments of $95,184, an unrealized gain of $299,303 on investments, and interest income of $36,527 recognized in the current period, none of which were recorded in the comparative period. Additionally, the comparative period included $23,597 in interest expense, which did not recur in the current quarter. These increases were partially offset by a $26,864 gain on derivative liabilities recognized in the comparative period. Liquidity and Capital Resources The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and ultimately the attainment of profitable operations. As of June 30, 2025, we had cash of $5,682,628 and as of December 31, 2024, we had cash of $3,984,453. The increase between December 31, 2024 and June 30, 2025 was attributable to cash provided by financing activities exceeding cash used in operating and investing activities. As of June 30, 2025 and December 31, 2024, the Company had a net working capital of $6,976,543 and $4,251,867, respectively, and has an accumulated deficit of $15,440,437 and $13,269,627, respectively. Furthermore, for the six months ended June 30, 2025, and 2024, the Company incurred a net loss of $2,170,810 and $2,809,741, respectively, and used $2,693,714 and $3,104,757, respectively, of cash flows for operating activities. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The accompanying condensed 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. The Company believes it has sufficient funds to continue current operations for at least the next 12 months from the issuance date of the unaudited condensed consolidated financial statements. The Company may seek to raise additional capital to accelerate the execution of management’s plans as disclosed above. Our principal liquidity requirements are for working capital, capital expenditure and research and development. We fund our liquidity requirements primarily through cash on hand and the issuance of common and preferred stock. The Company expects an improvement in liquidity and capital resources, including cash obtained from any sale of investment securities it currently owns. Cash flows used in discontinued operating and investing activities and assets and liabilities held for sale has been excluded from our analysis. The Company may be paid additional earn-out consideration in connection with the sale of its skincare business, consisting of potential payments for each year ending on the anniversary of the closing date of the disposition during the five-year period following the closing equal to 5% of the sales generated during such year from the existing products as of the closing and a one-time payment of $500,000 if the 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 of the disposition. The Company plans to use the cash obtained from any sale of investment securities or earnout payment for working capital. 29 The following table provides selected financial data as of June 30, 2025, and December 31, 2024, respectively (excluding assets and liabilities held for sale). June 30, 2025 December 31, 2024 Change Current assets $ 7,302,844 $ 4,858,193 $ 2,444,651 Current liabilities $ 326,301 $ 1,250,218 $ (923,917 ) Working capital $ 6,976,543 $ 3,607,975 $ 3,368,568 The following table summarizes our cash flows from operating, investing and financing activities from continuing operations: Six Months Ended June 30, 2025 Six Months Ended June 30, 2024 Change Cash used in operating activities $ (2,518,947 ) $ (1,191,850 ) $ (1,327,097 ) Cash used in investing activities $ (18,479 ) $ (112,320 ) $ 93,841 Cash provided by financing activities $ 4,410,768 $ - $ 4,410,768 Cash Flow from Operating Activities For the six months ended June 30, 2025, net cash flows used in operating activities was $2,518,947, compared to $1,191,850 used during the six months ended June 30, 2024, primarily due to net loss and timing of settlement of assets and liabilities. Cash Flows from Investing Activities During the six months ended June 30, 2025 and 2024, we used $18,479 and $112,320, respectively, in investing activities. In 2025, the Company made strategic investments in publicly traded companies of $995,100 and advanced $127,300 under a short-term promissory note agreement. These outflows were offset by proceeds from the sale of investments of $1,109,921. In addition, the Company paid $6,000 towards the purchase of intangible assets, compared to $112,320 during the six-months ended June 30, 2024. Cash Flows from Financing Activities During the six months ended June 30, 2025, we had cash flow provided by financing activities of $4,410,768, compared to $Nil in the six months ended June 30, 2024. During the six months ended June 30, 2025, the Company raised $1,245,306 through the issuance of common stock and prefunded warrants, $1,698,058 through the exercise of Series A warrants and $1,467,583 through the sale of shares of common stock pursuant to that certain At-the-Market Sales Issuance Agreement. 30 Critical Accounting Policies and Significant Judgments and Estimates This discussion and analysis of our financial condition and results of operations is based on our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to revenue recognition, the collectability of receivables, valuation of inventory, fair value of investments in securities, derivative liabilities and stock options, useful lives and recoverability of long-lived assets, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgements about the carrying value of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from those estimates. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the consolidated financial statements in the period they are determined. The Company’s policy for intangible assets require 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 assessment of whether the going concern assumption is appropriate requires management to take into account all available information about the future, which is at least, but not limited to, 12 months from the date the financial statements are issued. The Company is aware that material uncertainties related to events or conditions may cast substantial doubt upon the Company’s ability to continue as a going concern. Foreign Currency Translation The Company’s functional and reporting currency is the U.S. dollar. The functional currency of the Company’s Canadian subsidiary, PMGC Research Inc. (“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 date. Non-monetary assets, liabilities, and items recorded in income arising from transactions denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. The accounts of PMGC Research are translated to U.S. dollars using the current rate method. Accordingly, assets and liabilities are translated into U.S. dollars at the period-end exchange rate while revenues and expenses are translated at the average exchange rates during the period. Related exchange gains and losses are included in a separate component of stockholders’ equity as accumulated other comprehensive income (loss). Stock-Based Compensation Employees - The Company accounts for share-based compensation under the fair value method which requires all such compensation to employees, including the grant of employee stock options, to be calculated based on its fair value at the measurement date (generally the grant date), and recognized in the consolidated statement of operations over the requisite service period. Nonemployees - During June 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”) to simplify the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees. Under the requirements of ASU 2018-07, the Company accounts for share-based compensation to non-employees under the fair value method which requires all such compensation to be calculated based on the fair value at the measurement date (generally the grant date) and recognized in the statement of operations over the requisite service period. 31 During the six months ended June 30, 2025 and 2024, the Company recorded ($42,996) and $10,484, respectively, in share-based compensation expense, of which $36,604 and ($79,600), and $31,781 and ($21,297), respectively, is included in office and administration and discontinued operations, respectively. Within discontinued operations for six months ended June 30, 2025 and 2024, ($73,768) and ($5,832), and ($23,876) and $2,579, respectively is included in office and administration and research and development, respectively. Determining the appropriate fair value model and the related assumptions requires judgment. During the six months ended June 30, 2025 and the year ended 2024, the fair value of each option grant was estimated using a Black-Scholes option-pricing model. The expected volatility represents the historical volatility of comparable publicly traded companies in similar industries, adjusted for variables such as stock price, market capitalization and life cycle. Due to limited historical data, the expected term for options granted is equal to the contractual life. The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected life of stock options. The Company has not paid and does not anticipate paying cash dividends on its shares of common stock; therefore, the expected dividend yield is assumed to be zero. Off-Balance Sheet Arrangements We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditure or capital resources that is material to investors. JOBS Act On April 5, 2012, the Jumpstart Our Business Startups Act (the “JOBS Act”) was signed into law. The JOBS Act contains provisions that, among other things, eases certain reporting requirements for qualifying public companies. We will qualify as an “emerging growth company” and under the JOBS Act will be allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates. Future Related Party Transactions The Corporate Governance Committee of our Board of Directors is required to approve all related party transactions. All related party transactions are made or entered into on terms that are no less favorable to use than can be obtained from unaffiliated third parties. Impact of Inflation We do not believe the impact of inflation on our Company is material. Inflation Risk We are also exposed to inflation risk. Inflationary factors, such as increases in labor costs, could impair our operating results. Although we do not believe that inflation has had a material impact on our financial position or results of operations to date, a high rate of inflation in the future may have an adverse effect on our ability to maintain current levels of gross margin and operating expenses. 32 Market Risk Market risk is the risk of loss arising from adverse changes in market rates and prices. Our market risk exposure is generally limited to those risks that arise in the normal course of business, as we do not engage in speculative, non-operating transactions, nor do we utilize financial instruments or derivative instruments for trading purposes. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1). ITEM 4. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act at the end of the period covered by this Quarterly Report. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of end of the period covered by this Quarterly Report, our disclosure controls and procedures (as defined in § 240.13a-15(e) or 240.15d-15(e) of Regulation S-K) were effective to provide reasonable assurance that the information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information (i) is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures and (2) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. We recognize that any controls system, no matter how well designed and operated, can provide only reasonable assurance of achieving its objectives, and our management necessarily applies its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting during the period covered by this Quarterly Report that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). 33 PART II – OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS We are not currently a party to any pending legal proceedings that we believe will have a material adverse effect on our business or financial conditions. We may, however, be subject to various claims and legal actions arising in the ordinary course of business from time to time. ITEM 1A. RISK FACTORS As a smaller reporting company, we are not required to make disclosures under this item. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS (a) Other than the following transactions, there have been no sales of unregistered equity securities which took place in the fiscal quarter beginning on April 1, 2025 to June 30, 2025 that we have not previously disclosed in a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission. ● In February 2025, the Company issued 438 shares of its common stock to a consultant in relation to the acquisition of License # 2. ● In March 2025, the Company issued 12,000 shares of its common stock to a consultant in exchange for the expansion of its rights under License # 2. ● In March 2025, the Company issued 3,036,437 shares of Series B Preferred Stock to an entity owned by the Chief Executive Officer, Chief Financial Officer and a director of the Company. ● In March 2025, the Company issued 3,336,437 shares of Series B Preferred Stock to an entity owned by the Chairman of the Board of the Company. The sales of the shares set forth in Part II, Item 2(a) of this Quarterly Report were deemed exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. (b) Not applicable. (c) The following table provides information with respect to repurchases of our Common Stock during each month of the quarter ended June 30, 2025. Issuer Purchases of Common Stock Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs April 1, 2025 - April 30, 2025 - $ - - $ - May 1, 2025 - May 31, 2025 - $ - - $ - June 1, 2025 - June 30, 2025 - $ - - $ - Total - ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. ITEM 5. OTHER INFORMATION (a) None. (b) None. (c) None. 34 Item 6. Exhibits The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report. EXHIBIT INDEX Exhibit No. Description 10.1# Amendment No. 2 to the Second Amended and Restated Consulting Agreement for Non-Executive Chairman by and between the Company and Northstrive Companies Inc. (included as Exhibit 10.1 in the Form 8-K/A filed with the SEC on April 8, 2025 and incorporated herein by reference). 10.2# Amendment No. 2 to the Second Amended and Restated Consulting Agreement for Non-Employee Chief Executive Officer by and between the Company and GB Capital Ltd dated April 3, 2025 (included as Exhibit 10.2 in the Form 8-K/A filed with the SEC on April 8, 2025. 10.3 Form of At-the-Market Issuance Sales Agreement between the Company and Univest Securities, LLC dated April 24, 2025 (included as Exhibit 10.1 to the Form 8-K filed with the SEC on April 24, 2025 and incorporated herein by reference). 10.4 Secondment Agreement between the Company and Northstrive Companies Inc. dated May 7, 2025 (included as Exhibit 10.1 to the Form 8-K filed with the SEC on May 13, 2025 and incorporated herein by reference). 10.5† Second Amendment to License Agreement between Northstrive Biosciences Inc. and MOA Life Plus Co., Ltd. (included as Exhibit 10.1 to the Form 8-K filed with the SEC on May 16, 2025 and incorporated herein by reference). 10.6† Binding term sheet between Northstrive Biosciences Inc. and Modulant Bioscience LLC (included as Exhibit 10.2 to the Form 8-K filed with the SEC on May 16, 2025 and incorporated herein by reference). 31.1 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certifications of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certifications of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS Inline XBRL Instance Document. 101.SCH Inline XBRL Schema Document. 101.CAL Inline XBRL Calculation Linkbase Document. 101.DEF Inline XBRL Definition Linkbase Document. 101.LAB Inline XBRL Label Linkbase Document. 101.PRE Inline XBRL Presentation Linkbase Document. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document filed as Exhibit 101). # Management contract or compensatory plan. † Certain portions of this document that constitute confidential information have been redacted in accordance with Item 601(b)(10) of Regulation S-K. 35 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. PMGC Holdings Inc. Date: August 13, 2025 By: /s/ Graydon Bensler Name: Graydon Bensler Title: Chief Executive Officer and Chief Financial Officer (Principal Executive, Accounting and Financial Officer) 36