What changed in this filing

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Item 1. Business

2026-03-30 compared with 2025-03-28 · 1088 added, 865 removed, 69 unchanged (97% of the section changed)

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

● Northstrive

Biosciences Inc.

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

therapeutic products.

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

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

PMGC Research Inc.

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

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

PMGC Capital LLC

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

across diverse markets.

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

returns on capital.

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

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

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

Elevai Skincare

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

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

changed its name to PMGC Impasse Corp.

on January 17, 2025.

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

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

Our efforts will focus on the clinical

development of biotechnology assets through NorthStrive Biosciences Inc.

while leveraging our R&D capabilities through PMGC Research

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

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

As of December 31, 2025, we manage and operate a diverse

portfolio of four (4) wholly owned subsidiaries across the medical aesthetics and biopharmaceutical sectors:

● Northstrive Biosciences

(“Northstrive Biosciences”) is a biopharmaceutical company focusing on the development and acquisition of cutting-edge

aesthetic medicines and therapeutic products.

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

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

● 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.

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

maximizing returns on capital.

Pacific Sun Packaging, Inc.

(“Pacific Sun Packaging” or “Pacific Sun”) is a specialty packaging provider focused on high-precision, component-level packaging solutions for the electronics and information technology (“IT”) hardware industries.

The company designs and supplies custom-engineered protective packaging for delicate components such as central processing units (“CPUs”), memory modules (Dual In-line Memory Modules (“DIMMs”) and Small Outline Dual Inline Memory Modules (“SO-DIMMs”), solid state drives (“SSDs”), hard disk drives (“HDDs”), and fiber-optic transceivers, serving customers across the semiconductor, data center, and networking equipment supply chains.

AGA Precision Systems LLC (“AGA Precision Systems” or “AGA”) is a specialized computer numerical control (“CNC”) machine shop focused on high-tolerance milling, turning, mold manufacturing, and machining of complex metals including titanium and Inconel.

The company serves customers across the aerospace, defense, and industrial sectors, delivering precision components to demanding technical specifications.

We are dedicated to enhancing our portfolio through

the acquisition of operating companies and innovative biotechnology assets that align with our growth mission, while actively pursuing

the acquisition of operating companies.

On January 16, 2025, we completed the divestiture of the assets relating

to our prior Elevai Skincare Inc.

Elevai Skincare Inc., previously specializing in developing and commercializing physician-dispensed

skincare products, is no longer part of our operations.

The Skincare asset divestiture enabled us to dedicate more resources and time

to advancing our initiatives and assets in larger markets with unmet needs, creating greater growth opportunities for the Company and

its shareholders.

Our efforts are now focused on the clinical development of biotechnology assets through NorthStrive Biosciences.

this strategic shift has positioned us to actively explore and execute potential business acquisitions and high-value biotechnology assets,

further strengthening our portfolio and driving long-term growth.

Business Strategy

PMGC Holdings Inc.

currently operates as a holding

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

and development partnerships.

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

Biosciences Inc.

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

of cutting-edge aesthetic medicines and therapeutic products.

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

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

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

including Type 2 diabetes and heart failure.

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

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

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

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

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

is a diversified holding company

focused on acquiring and growing valuable assets and operating businesses across various industries.

Our strategy is to identify and invest

in compelling opportunities—regardless of sector—with strong fundamentals, growth potential, and scalable operations.

seek acquisitions that complement our existing portfolio and align with our long-term value creation objectives.

Northstrive Biosciences Inc.

Northstrive Biosciences Inc., a wholly owned subsidiary

of PMGC Holdings Inc., is a biopharmaceutical company focusing on the development and acquisition of cutting-edge aesthetic medicines

and therapeutic products.

Currently, more than 40% of adults in the United States live with obesity - a figure predicted to rise to approximately

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

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

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.

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

generally well tolerated and safe in healthy volunteers.

No subjects dropped out due to adverse events and no statistically

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

Elevai intends

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

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

We are working towards filing

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

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

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

receptor agonists.

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

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

We are working

towards either submitting an Investigational New Drug application (“IND”) with the FDA to test EL-22 in human subjects,

assuming we have sufficient working capital, or collaborating with another company in order to facilitate completing and submitting

an IND more quickly.

Our second asset, EL-32, is a preclinical engineered probiotic expressing dual myostatin & activin-A and

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

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

antibodies, confirming the efficacy using the ELISA test.

Research Inc .

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

in Canada by leveraging government grants and funding programs.

Through strategic collaborations with leading research institutions and

industry partners, PMGC Research Inc.

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

viable products.

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

pursuing diversified investment opportunities.

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

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

into and acquiring assets and companies that are undervalued.

Biosciences Products

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

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

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

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

No subjects dropped out due to adverse events and

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

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

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

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

agonists, by preserving muscle mass while decreasing fat mass.

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

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

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

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

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

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

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

Northstrive Biosciences Products

Northstrive Biosciences leverages a first-in-class

engineered probiotic approach to address obesity’s pressing issue of preserving muscle while on weight loss treatments, including

GLP-1 receptor agonists.

Our lead asset, EL-22, has completed a Phase 1 clinical trial in South Korea, demonstrating it was generally

well tolerated and safe in healthy volunteers.

No subjects dropped out due to adverse events and no statistically significant difference

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

Preclinical results of EL-22 from a 2022 study demonstrated physiological

(serum creatine kinase level), physical (body weight change), and functional (rotarod test) improvements in the dystrophic features of

mdx mice, a mouse model of Duchenne muscular dystrophy (“DMD”) 1 .

Elevai believes that EL-22 has the potential to treat obesity

in combination with popular weight loss therapeutics, including GLP-1 receptor agonists, by preserving muscle mass while decreasing fat

We hope to either submit or partner with another biopharmaceutical company in 2026 to submit an IND application in 2025 that utilizes

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

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

Regulatory bodies might require

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

Our second asset, EL-32, is a preclinical engineered

probiotic expressing dual myostatin & activin-A and also positioned for the muscle preservation space as a combination to weight loss

treatments, including GLP-1 receptor agonists.

Several key companies are actively developing GLP-1

drugs for obesity and complementary treatments to address associated conditions such as muscle wasting.

These companies include:

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

shown significant efficacy in weight loss and improving cardiovascular health.

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

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

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

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

living with overweight and obesity.

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

motor function.

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

therapy for obesity.

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

weight loss therapy with GLP-1 drugs.

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

A New Method of Myostatin Inhibition in Mice via Oral Administration

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

Novo Nordisk:

Known for its

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

They have shown significant efficacy

in weight loss and improving cardiovascular health.

Another major player

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

Eli Lilly also acquired Versanis Bio,

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

Developing danuglipron,

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

taldefgrobep is an investigational fusion protein targeting myostatin to impact skeletal muscle growth relevant to individuals living

with overweight and obesity.

Scholar Rock:

Scholar Rock’s

apitegromab is an inhibitor of the activation of latent myostatin, with the aim of improving patients’ motor function.

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

Veru’s enobosarm

is an androgen receptor modulator, also known as a SARM, to address the loss of muscle in patients undergoing weight loss therapy with

Sung DK, Kim H, Park

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

A New Method of Myostatin Inhibition in Mice via Oral Administration of Lactobacillus

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

2022, 23, 9059.

https://doi.org/10.3390/ijms23169059

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

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

and Competitive Strengths

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

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

First-in-Class Approach and Early Results

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

achieve substantial fat loss while preserving muscle mass.

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

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

agonists by preserving muscle mass while decreasing fat mass.

These companies are at the forefront of developing

both GLP-1 drugs and complementary treatments to address the growing need for effective obesity management and the prevention of muscle

wasting associated with weight loss.

PMGC Capital LLC

PMGC Capital LLC, a wholly owned subsidiary of PMGC

Holdings Inc., is a multi-strategy investment vehicle engaged in investing, lending and pursuing diversified investment opportunities.

PMGC Capital LLC actively supports the growth and expansion of PMGC Holdings Inc.’s portfolio companies.

The subsidiary’s

dynamic investment approach is designed to capitalize on high yield returns on capital and investing into and acquiring assets and companies

that are undervalued.

Pacific Sun Packaging, Inc.

Pacific Sun Packaging is a specialty provider

of high-precision, component-level packaging solutions serving the electronics and IT hardware industries.

Headquartered in San Clemente,

California, Pacific Sun Packaging designs and supplies custom-engineered protective packaging for sensitive IT hardware components, including

CPUs, memory modules (DIMMs and SO-DIMMs), SSDs, HDDs, and fiber-optic transceivers.

Pacific Sun Packaging’s packaging solutions

are engineered to meet demanding standards of durability, electrostatic discharge (ESD) protection, and dimensional precision.

Sun Packaging serves customers across the semiconductor, data center, and networking equipment supply chains, ensuring the secure transport,

handling, and storage of delicate, high-value electronic components.

Pacific Sun Packaging offers a portfolio of custom

and standard packaging solutions designed for component-level IT hardware applications.

Its product offerings include:

● CPU Packaging – precision

trays and protective carriers designed to protect processors during handling and shipment.

● Memory Module Packaging –

custom trays for DIMMs and SO-DIMMs used in servers, workstations, and PCs.

● Storage Device Packaging –

protective packaging for solid state drives (SSDs) and hard disk drives (HDDs).

● Optical and Networking Packaging

– solutions for fiber-optic transceivers and related networking hardware components.

● Custom Packaging Solutions

– tailored designs engineered to meet specific customer and component requirements.

Each solution is engineered to deliver protection against electrostatic

discharge vibration, and mechanical damage, while enabling ease of handling, automated processing, and efficient integration into customer

supply chains.

Pacific Sun Packaging serves a diverse base of over

300 commercial customers across North America.

Its customers include:

● Original equipment manufacturers

● Contract manufacturers;

● Global technology distributors;

● Data center operators;

● IT asset disposition (“ITAD”)

and lifecycle management firms.

These customers rely on Pacific Sun Packaging’s

specialized solutions to protect valuable IT hardware during manufacturing, distribution, and resale.

Sales and Marketing

Pacific Sun Packaging markets its products primarily

through a direct sales force.

Pacific Sun Packaging maintains long-standing relationships with customers by focusing on reliability, speed

of delivery, and the ability to provide tailored solutions.

Sales efforts emphasize:

● Technical collaboration with

customers during design and production stages;

● Responsiveness and speed to

market for new product requirements;

● Consistent product quality

that reduces returns and integration issues.

Pacific Sun Packaging also participates in trade shows

and industry events to strengthen brand visibility.

The packaging industry is highly competitive and includes

large multinational packaging companies as well as smaller specialized providers.

Pacific Sun Packaging differentiates itself through

● Focus on component-level IT

hardware packaging;

● Custom engineering capabilities

tailored to customer needs;

● Technical expertise in ESD

protection and precision molding;

● Established reputation for

reliability among IT hardware supply chain participants.

Competitive Strengths

Pacific Sun Packaging’s competitive position

is supported by the following key strengths:

Specialization in High-Value

IT Hardware Packaging – Unlike general packaging providers, Pacific Sun Packaging focuses exclusively on component-level electronics,

enabling deep technical expertise and customer trust.

Custom Engineering Capabilities

– Pacific Sun Packaging’s ability to collaborate directly with OEMs and IT service providers on tailored solutions creates

high switching costs and long-term customer relationships.

U.S.-Based Operations –

Domestic manufacturing and fulfillment provide shorter lead times, reduced logistics risk, and alignment with industry trends favoring

onshoring of critical supply chains.

Established Customer Base –

With over 300 commercial customers, Pacific Sun Packaging benefits from a diversified client network across OEMs, distributors, and ITAD

Lean and Scalable Operations

– Pacific Sun Packaging’s disciplined cost structure and quality-focused processes provide a foundation for profitable growth

and operational scalability.

Growth Strategy

Pacific Sun Packaging intends to expand its market

Broadening its Customer Base

– targeting new OEMs, distributors, and ITAD firms in growing sectors such as cloud computing and AI infrastructure.

Expanding Product Offerings

– developing additional packaging solutions for next-generation IT hardware components.

Leveraging Industry Trends

– capitalizing on increased demand for IT lifecycle management, resale, and refurbishment, where packaging plays a critical role

in maintaining product value.

Operational Scaling –

investing in expanded production capacity and efficiency improvements to meet growing demand.

AGA Precision Systems LLC

AGA Precision Systems is a specialized computer numerical code CNC

machine shop focused on high-tolerance milling, turning, mold manufacturing, and machining of complex metals including titanium and Inconel.

Headquartered in California, AGA Precision Systems serves customers across the aerospace, defense, and industrial sectors, delivering

precision components to demanding technical specifications.

AGA Precision Systems has built its business over

more than a decade, growing primarily via referrals and repeat orders without a formal sales or marketing function.

Its operations emphasize

quality, precision, and reliability.

Precision Machining Industry Overview

The precision machining industry is a critical part

of the advanced manufacturing supply chain, supporting sectors such as aerospace, defense, medical devices, energy, and industrial equipment.

The market is characterized by:

● Increasing Demand for High-Precision

Components – Aerospace and defense programs, particularly those involving next-generation aircraft, spacecraft, and defense systems,

require components manufactured to extremely tight tolerances.

● Specialized Metals Usage –

Growth in the use of exotic materials such as titanium, Inconel, and other high-performance alloys reflects the need for strength, heat

resistance, and lightweight performance in mission-critical applications.

● Reshoring and Supply Chain

Security – U.S.

government initiatives and defense priorities emphasize domestic production of critical parts to reduce reliance

on foreign suppliers, creating opportunity for U.S.-based CNC machine shops.

● Industrial and Commercial Applications

– Beyond aerospace and defense, precision machining is essential for industries such as energy infrastructure, automotive performance,

and heavy machinery, all of which rely on exacting quality and reliability.

Within this context, AGA Precision Systems is positioned

as a niche provider specializing in high-tolerance machining of complex metals, enabling it to serve programs and customers with stringent

technical requirements.

Products & Services

AGA Precision Systems offers a suite of high-precision

manufacturing services, including:

● High-Tolerance Milling &

Turning – machining of complex parts to tight tolerances from hard or exotic metals.

● Mold Manufacturing –

design and fabrication of molds used in industrial and aerospace processes.

● Specialty Metals Machining

– handling of difficult materials (e.g., titanium, Inconel) that require specialized tooling, processes, and quality oversight.

Components produced by AGA Precision Systems are often

used in mission-critical applications where dimensional accuracy, material properties, and surface finish are essential.

AGA Precision Systems serves a diversified group of

clients primarily in:

● Aerospace manufacturers and

● Defense contractors and programs;

● Industrial equipment producers.

These customers require precision machining of components

with high standards for performance, durability, and regulatory compliance.

Long-standing relationships and repeat business are characteristic

of AGA Precision Systems’ customer base.

Sales & Marketing

AGA Precision Systems has historically grown via referrals

and repeat orders.

The company has not maintained a formalized sales or marketing department but relies on:

● Reputation for precision, quality,

and reliability;

● Word-of-mouth, referrals, and

customer networks;

● Technical credibility and capability

to meet or exceed customer specifications.

Going forward, we believe there is opportunity to

augment growth via more proactive business development, targeted outreach in aerospace/defense programs, and participation in trade or

industry events.

Manufacturing & Operations

AGA Precision Systems operates from its manufacturing

facility in California.

Key operational and technical features include:

● Capabilities to machine exotic

and high-performance metals such as titanium and Inconel, which require specialized processes and tooling;

● High-precision tolerances,

strict quality assurance, and inspection processes;

● Mold manufacturing capabilities

that complement standard CNC machining;

● Experienced management and

technical staff with machine shop expertise.

The precision machining and specialty metals CNC market

is competitive and includes both small niche shops and larger, vertically integrated manufacturers.

AGA Precision Systems differentiates

● Specialized machining of hard

and exotic metals to high tolerances;

● Reputation and proven reliability

in aerospace, defense, and industrial segments;

● Existing customer relationships

and repeat business without reliance on large marketing expenditures;

● Flexibility in managing small

to medium-sized, highly technical orders.

Competitive Strengths

AGA Precision Systems’ competitive advantages

Technical Specialization in Exotic Metals & Tight Tolerances

– its expertise in machining titanium, Inconel, and other challenging metals required for aerospace and defense applications.

Recognized Industry Certifications & Compliance –

AGA is International Traffic in Arms Regulations (“ITAR”) registered and maintains AS9100 certification, reinforcing its

credibility as a qualified manufacturing partner for aerospace and defense customers with strict quality and regulatory requirements.

Mold Manufacturing Capability

– its ability to design and fabricate molds provides value beyond standard machining services.

Long-Standing Customer Relationships

– its repeat business and referrals from established aerospace, defense, and industrial customers reflect trust and reliability.

U.S.-Based Operations –

domestic manufacturing reduces logistics risks, ensures regulatory compliance, and aligns with defense and aerospace reshoring priorities.

Growth Strategy

AGA Precision Systems intends to expand its market

Business Development &

Marketing Enhancements – formalizing efforts to reach new customers in aerospace, defense, and industrial sectors.

Expanding Capacity & Efficiency

– investing in machinery, tooling, process improvements, and quality systems to improve throughput and reduce cost.

Leveraging Strategic Support

– using financial and operational resources provided under its parent company to scale operations and compete for larger contracts.

Diversification of Customer & Program Exposure – pursuing opportunities in government defense programs, industrial supply chains, and emerging sectors beyond its core niches.

Operational and Competitive Strengths

We face competition from both commercialized obesity

medications, as well as clinical candidates that are still in the development stage.

We believe the primary competitive factors in our

favor for EL-22 & EL-32 are the following:

● Our First-in-Class Approach

and Early Results

Northstrive Biosciences is developing EL-22, an engineered

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

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

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

In the preclinical studies 1 :

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

of muscle growth.

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

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

by a longer duration during rotarod tests.

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

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

The Company intends

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

to evaluate the myostatin approach in combination with

one or more GLP-1 receptor agonists in obesity.

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

Candidates’ Ease of Use and Convenient Oral Administration

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

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

Existing approaches targeting obesity with combinations

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

● EL-22 showed a statistically

significant increase in anti-myostatin IgG antibody concentration, where myostatin is a key negative regulator of muscle growth.

● EL-22 showed a statistically

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

● EL-22 administered to mdx mice,

a mouse model of Duchenne muscular dystrophy, had improved physical activity and gross motor function, as demonstrated by a longer duration

during rotarod tests.

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

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

muscle mass while decreasing fat mass.

The Company aspires to either complete an IND submission in 2026, assuming it has sufficient working

capital, or to enter into a collaboration with another company to do so.

Our ability to proceed with human trials in the U.S.

the myostatin approach in combination with one or more GLP-1 receptor agonists in obesity is contingent upon the FDA clearing the IND

● Our Candidates’ Ease

of Use and Convenient Oral Administration

We believe our product candidates EL-22 and EL-32

would be the only oral myostatin formulations to date, making Northstrive Bioscience an early mover in the emerging GLP-1 combination

space for muscle preservation.

Existing approaches targeting obesity with combinations to preserve muscle mass while on weight loss therapies

are administered through injectable forms;

either subcutaneously or intravenously.

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

ease of administration, and fear of needles.

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

any needling.

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

of metabolic diseases, including obesity.

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

efforts for our drug candidates.

The key elements of our strategy are:

EL-22 & EL-32 for obesity.

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

A New Method of Myostatin Inhibition in Mice via Oral Administration

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

Although effective, many patients in general prefer

orally administered medications over injections due to factors like convenience, ease of administration, and fear of needles.

candidates have been designed to be oral capsules to provide benefits without any needling.

Northstrive Biosciences’ strategy focuses primarily

on the clinical development and commercialization of novel medicines for the treatment of metabolic diseases, including obesity.

need substantial capital to support our drug development and any related commercialization efforts for our drug candidates.

The key elements

of our strategy are:

● Develop EL-22 & EL-32 for

1 Sung DK, Kim H, Park SE, Lee J,

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

A New Method of Myostatin Inhibition in Mice via Oral Administration of Lactobacillus casei

Expressing Modified Myostatin Protein, BLS-M22, Int.

2022, 23, 9059.

https://doi.org/10.3390/ijms23169059

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

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

Currently, more than 40% of adults

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

1 Obesity is a leading risk

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

Goldman Sachs predicts that this

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

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

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

However, past studies of these

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

is necessary for metabolism, strength, and physical function.

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

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

Northstrive Biosciences is developing EL-22, an engineered

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

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

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

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

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

History and Structure

PMGC Holdings Inc.

three wholly owned subsidiaries, PMGC Research Inc.

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

and PMGC Capital LLC.

Medical Labs Inc.

(referred to herein as “Reactive Labs”) was incorporated in Delaware on June 9, 2020.

On December 3, 2021,

Reactive Labs changed its name to Elevai Labs, Inc.

(referred to herein as “Elevai”).

Reactive Medical Inc.

herein as “Reactive”) was incorporated in British Columbia, Canada on February 5, 2018.

On September 7, 2022, Reactive changed

its name to Elevai Research Inc.

Elevai Research Inc.

is a wholly owned subsidiary of the Company.

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

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

Under the stock transfer agreement, we acquired 100% of the issued and outstanding common shares of Reactive.

before the stock transfer agreement BWL Investments Ltd., a British Columbia Canada corporation owned 100% of the issued and outstanding

common shares of Reactive.

In consideration of 100% of the issued and outstanding common shares of Reactive we issued 100 shares of our

Common Stock to BWL Investments Ltd.

Upon completion of the stock transfer agreement, Reactive became our wholly owned subsidiary.

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

On January 10, 2025, Elevai Research Inc.

changed its name to PMGC

Research Inc.

Industry and Other Research-Based Data

Market and Industry

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

pharmaceutical indications.

Our business model consists of two primary components:

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

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

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

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

Our metabolic drug pipeline is focused on the clinical

development of EL-22, a first-in-class engineered probiotic approach to address obesity’s pressing issue of preserving muscle while

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

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

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

1 Obesity is a leading risk factor for the development of serious

health conditions, including Type 2 diabetes and heart failure.

Goldman Sachs predicts that this epidemic will create a $100 billion market

for anti-obesity players.

Approved GLP-1 drugs used in weight loss, such as

Novo Nordisk’s Ozempic® (semaglutide) & Wegovy®(semaglutide) and Eli Lilly’s Zepbound (tirzepatide), and Mounjaro®

(tirzepatide) have transformed the obesity treatment landscape.

However, past studies of these highly effective drugs show that up to

20-50% of the weight loss is due to loss of lean muscle.

Muscle is necessary for metabolism, strength, and

physical function.

As a result, we believe that one of the key unmet needs in the current obesity landscape is the avoidance of muscle

loss while on weight loss treatments.

Northstrive Biosciences is developing EL-22, an engineered probiotic with myostatin antigens, to

elicit an immune response that could help people achieve substantial fat loss while preserving muscle mass.

Our second asset, EL-32, is a preclinical engineered

probiotic expressing dual myostatin & activin-A and also positioned for the muscle preservation space as a combination to weight loss

treatments, including GLP-1 receptor agonists.

We believe this urgent unmet medical need could be

addressed by both EL-22 and EL-32, that may effectively prevent the loss of muscle mass and increase the fat loss experienced by older

patients receiving GLP-1 drugs for the treatment of obesity.

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

Projected U.S.

State-Level Prevalence of Adult Obesity

and Severe Obesity.

State-Level Prevalence of Adult Obesity and Severe Obesity.

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

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

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

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

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

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

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

Cotransporter 2 Inhibitors on Lean Body Mass in Humans.

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

A Review of the Effects of Glucagon-Like Peptide-1 Receptor Agonists and Sodium-Glucose Cotransporter 2 Inhibitors on Lean Body Mass in Humans.

Endocrinol Metab (Seoul).

1 unchanged sentence

10.3803/EnM.2019.34.3.247.

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

Instead, our focus

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

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

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

CAGR of 12.8% from 2023 to 2030.

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

adoption of biotechnology-based therapies.

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

share of this growth.

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

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

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

and Eli Lilly’s Mounjaro® driving unprecedented demand.

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

billion by 2030.

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

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

Lead Asset - EL-22:

A Myostatin-Targeting Probiotic for Obesity and Muscle Preservation

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

preserve muscle mass while promoting fat loss.

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

we believe EL-22 has the potential to:

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

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

studies demonstrated that EL-22:

● Significantly

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

creatine kinase levels, indicating lower muscle destruction.

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

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

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

However, human trials are contingent upon FDA clearance

of the IND submission.

PMGC Capital LLC driving investment revenue and NorthStrive Biosciences Inc.

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

to capitalize on emerging opportunities in biotechnology.

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

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

Biotechnology

Market Size Report, 2023-2030.

Corporate History and Structure

As of December 31, 2025, PMGC Holdings Inc.

(4) wholly owned subsidiaries, Northstrive Biosciences Inc., PMGC Capital LLC, Pacific Sun Packaging, Inc., and AGA Precision Systems

Our predecessor company, Elevai Labs, Inc., was

incorporated in Delaware in June 2020, and completed its initial public offering of Common Stock on November 24, 2023.

On December 20,

2024, the Company re-domesticated to Nevada and changed its name to “PMGC Holdings Inc.” In January 2025, the Company completed

its divestiture of the Elevai Skincare business and another operating subsidiary, Elevai Biosciences, Inc., changed its name to Northstrive

In July 2025, the Company acquired both AGA Precision Systems and

Pacific Sun Packaging, respectively.

Market, Industry and Other Research-Based Data

Our Market and Industry

We have transitioned to a diversified holding

company focused on acquiring and growing valuable assets and operating businesses across various industries.

Our strategy is to identify

and invest in compelling opportunities—regardless of sector—with strong fundamentals, growth potential, and scalable operations.

We actively seek acquisitions that complement our existing portfolio and align with our long-term value creation objectives.

business model consists of four (4) primary components:

PMGC Capital LLC, our multi-strategy

investment vehicle, which seeks to generate revenue through capital deployment in undervalued assets, structured financings,

and public and private market investments.

NorthStrive Biosciences Inc.,

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

Pacific Sun Packaging, Inc., our specialty packaging subsidiary focused

on high-precision, component-level packaging solutions for the electronics and IT hardware industries, including custom-engineered protective

packaging for central processing units, memory modules, solid-state drives, hard disk drives, and fiber-optic transceivers across semiconductor,

data center, and networking supply chains.

AGA Precision Systems LLC, our precision manufacturing

subsidiary focused on high-tolerance CNC milling and turning, mold manufacturing, and machining of complex metals such as titanium and

Inconel, serving aerospace, defense, and industrial customers, and operating with ITAR registration and AS9100 certification to meet stringent

regulatory and quality requirements.

As part of this strategic shift, we no longer

operate in the physician-dispensed cosmetics or medical aesthetics markets.

The Company has transitioned to a diversified holding company

structure, operating through wholly owned subsidiaries across the biotechnology, advanced manufacturing, specialty packaging, and investment

We believe this diversified structure provides the Company with the ability to pursue growth opportunities across multiple industries

and reduces the risks associated with concentration in a single market or product line.

Industry Data

The following industry data is derived from third-party

sources that we believe to be reliable but that we have not independently verified.

Investors should not place undue reliance on these

estimates, and there can be no assurance that our business will grow at rates comparable to the industry projections described below.

See “Risk Factors — Certain market opportunity data and forecasts in this Annual Report were obtained from third-party sources

and were not independently verified by us.”

Biotechnology and Anti-Obesity Therapeutics

The global biotechnology market continues to grow,

driven by advancements in gene therapies, regenerative medicine, and biologics.

According to Grand View Research, the global biotechnology

industry was valued at approximately $1.37 trillion in 2022 and is expected to grow at a compound annual growth rate (“CAGR”)

of 12.8% from 2023 to 2030.¹ This expansion is fueled by rising research and development investments, regulatory approvals, and the

increasing adoption of biotechnology-based therapies.

The weight-loss drug market has emerged as a high-growth

sector, with GLP-1 receptor agonists such as Novo Nordisk’s Ozempic® and Eli Lilly’s Mounjaro® driving significant demand.

Sachs projects the anti-obesity drug market could reach $100 billion by 2030.² Currently, more than 40% of adults in the United States

live with obesity, a figure predicted to rise to approximately 50% by 2030.³ Obesity is a leading risk factor for the development

of serious health conditions, including Type 2 diabetes and heart failure.

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

of lean muscle mass, creating an unmet need for therapies that preserve muscle mass during treatment.⁴ We believe this represents

a significant market opportunity for our lead asset, EL-22.

Precision Manufacturing and Aerospace &

The precision machining industry is a critical

component of the advanced manufacturing supply chain, supporting sectors such as aerospace, defense, medical devices, energy, and industrial

According to Grand View Research, the global precision machining market was valued at approximately $123 billion in 2025 and

is expected to grow at a CAGR of approximately 8.1% from 2026 to 2033, driven by rising demand for high-precision components across advanced

industries and accelerated adoption of CNC automation and smart manufacturing.⁵

The aerospace and defense sector in

particular requires components manufactured to extremely tight tolerances from specialized materials such as titanium, Inconel, and

other high-performance alloys.

government initiatives and defense priorities continue to emphasize domestic production of

critical parts to reduce reliance on foreign suppliers, creating opportunity for U.S.-based precision manufacturers.⁶ The

global aerospace parts manufacturing market was valued at approximately $913 billion in 2023 and is expected to grow at a CAGR of

approximately 4.2% from 2024 to 2030.⁷

Specialty IT Hardware Packaging

The global electronic packaging market serves

the semiconductor, data center, and networking equipment supply chains and is driven by increasing demand for IT infrastructure, cloud

computing, and artificial intelligence applications.

According to Grand View Research, the market was valued at approximately $62.5 billion

in 2024 and is expected to reach $89.7 billion by 2030, growing at a CAGR of about 6.2%, supported by expanding data center construction,

growth in semiconductor production, and increasing demand for IT asset lifecycle management, resale, and refurbishment, where packaging

plays a critical role in maintaining product value.⁸

The trend toward onshoring critical supply chains

in the United States, combined with increasing data center capital expenditure, creates favorable demand dynamics for domestic specialty

packaging providers focused on component-level IT hardware protection.

Northstrive Biosciences Products

Northstrive Biosciences leverages a first-in-class

engineered probiotic approach to address the pressing issue of preserving muscle mass while on weight loss treatments, including GLP-1

receptor agonists.

Our lead asset, EL-22, is an engineered probiotic

expressing myostatin antigens, designed to elicit an immune response that helps preserve muscle mass while promoting fat loss.

completed a Phase 1 clinical trial in South Korea, demonstrating it was generally well tolerated and safe in healthy volunteers.

dropped out due to adverse events and no statistically significant difference was found between the intervention groups in the incidence

of treatment-emergent adverse events.

Preclinical results of EL-22 from a 2022 study

demonstrated physiological (serum creatine kinase level), physical (body weight change), and functional (rotarod test) improvements in

the dystrophic features of mdx mice, a mouse model of Duchenne muscular dystrophy

Based on the generated preclinical data and the

mechanism of the myostatin-activin signaling pathway effect on muscle wasting, we believe that EL-22 has the potential to treat obesity

in combination with GLP-1 receptor agonists by preserving muscle mass while decreasing fat mass.

In the preclinical studies:

● EL-22 showed a statistically significant increase in anti-myostatin IgG antibody concentration, where

myostatin is a key negative regulator of muscle growth.

● EL-22 showed a statistically significant decrease in creatine kinase levels, which indicates a decrease

of muscle destruction.

● EL-22 administered to mdx mice had improved physical activity and gross motor function, as demonstrated

by a longer duration during rotarod tests.

The Company intends to complete an IND submission

in 2025 and to initiate clinical trials in the U.S.

to evaluate the myostatin approach in combination with one or more GLP-1 receptor

agonists in obesity.

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

Regulatory bodies might require us to conduct

preclinical bridge studies in order to pivot EL-22 from DMD to obesity indications.

Our second asset, EL-32, is a preclinical engineered

probiotic expressing dual myostatin & activin-A antigens and is also positioned for the muscle preservation space as a combination

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

In a preclinical healthy mouse model, EL-32 demonstrated a statistically

significant increase in activin-A and myostatin antibodies, confirming the efficacy using the ELISA test.

Pacific Sun Packaging Products and Services

Pacific Sun Packaging offers a portfolio of custom

and standard packaging solutions designed for component-level IT hardware applications, including CPU packaging, memory module packaging

(DIMMs and SO-DIMMs), storage device packaging (SSDs and HDDs), optical and networking packaging (fiber-optic transceivers and related

networking hardware), and custom packaging solutions tailored to specific customer and component requirements.

Each solution is engineered

to deliver protection against electrostatic discharge (“ESD”), vibration, and mechanical damage, while enabling ease of handling,

automated processing, and efficient integration into customer supply chains.

AGA Precision Systems Products and Services

AGA Precision Systems offers a suite of high-precision

manufacturing services, including high-tolerance milling and turning of complex parts from hard or exotic metals, mold manufacturing for

industrial and aerospace applications, and specialty metals machining of difficult materials such as titanium and Inconel that require

specialized tooling, processes, and quality oversight.

Components produced by AGA Precision Systems are often used in mission-critical

applications where dimensional accuracy, material properties, and surface finish are essential.

We face competition across each of our operating

Northstrive Biosciences — Biotechnology

The obesity and muscle preservation therapeutic market is highly

Several key companies are actively developing GLP-1 drugs for obesity and complementary treatments to address

associated conditions such as muscle wasting.

These companies include:

Novo Nordisk — a leader in the GLP-1 drug market with its products Ozempic® (semaglutide)

and Wegovy® (semaglutide), which have shown substantial efficacy in weight loss and improving cardiovascular health.

Eli Lilly — developer of Mounjaro® (tirzepatide) and Zepbound® (tirzepatide) for

obesity treatment.

Eli Lilly also acquired Versanis Bio, which is developing bimagrumab, a drug designed to increase lean muscle mass

while reducing fat.

Pfizer — developing danuglipron, an oral GLP-1 analog aimed at offering a more convenient

dosing regimen for obesity treatment.

Biohaven — developing taldefgrobep, an investigational fusion protein targeting myostatin

to impact skeletal muscle growth in individuals living with overweight and obesity.

Scholar Rock — developing apitegromab, an inhibitor of latent myostatin activation, and assessing

its ability to preserve lean muscle mass in individuals on GLP-1 receptor agonist therapy for obesity.

Veru — developing enobosarm, an androgen receptor modulator to address the loss of muscle

in patients undergoing weight loss therapy with GLP-1 drugs.

Altimmune — developing pemvidutide, a GLP-1 drug that has shown potential in weight loss

and reduction of dyslipidemia.

AstraZeneca, Bristol Myers Squibb, Novartis, and Amgen — in the early stages of developing

obesity treatments, including various GLP-1 receptor agonists and other pharmacological approaches.

These companies have significantly greater financial,

technical, manufacturing, marketing, and human resources than we do.

There can be no assurance that we will be able to compete effectively

against these or other competitors.

Pacific Sun Packaging — Specialty Packaging

The packaging industry is highly competitive and

includes large multinational packaging companies as well as smaller specialized providers.

Pacific Sun Packaging differentiates itself

through its focus on component-level IT hardware packaging, custom engineering capabilities tailored to customer specifications, technical

expertise in ESD protection and precision molding, and established reputation for reliability among IT hardware supply chain participants.

We compete with both domestic and international packaging providers, some of which have substantially greater resources than we do.

AGA Precision Systems — Precision Manufacturing

The precision machining and specialty metals CNC

market is competitive and includes both small niche machine shops and larger, vertically integrated manufacturers.

AGA Precision Systems

differentiates itself through specialized machining of hard and exotic metals to high tolerances, reputation and proven reliability in

aerospace, defense, and industrial segments, existing customer relationships and repeat business, ITAR registration and AS9100 certification,

mold manufacturing capabilities, and flexibility in managing small to medium-sized highly technical orders.

We compete with other domestic

CNC machine shops and larger manufacturers, some of which have substantially greater resources, broader capabilities, and more established

customer relationships.

Operational and Competitive Strengths

We believe our competitive position is supported

by the following key strengths across our operating segments:

● Diversified Holdings Across Multiple Industries.

We operate wholly owned subsidiaries across the

biotechnology, advanced manufacturing, specialty packaging, and investment sectors.

This diversified structure provides the Company with

exposure to multiple end markets and reduces the risks associated with concentration in a single industry.

● Strategic Capital Deployment.

Through PMGC Capital LLC, we seek to deploy capital into undervalued

assets and investment opportunities, with the objective of generating returns on capital while expanding our portfolio of operating businesses

and investments.

● Advancement of High-Potential Biotechnology Assets.

Our subsidiary, Northstrive Biosciences Inc.,

is advancing EL-22 and EL-32, product candidates targeting muscle preservation in combination with weight loss treatments, addressing

what we believe to be a significant unmet medical need in the obesity treatment landscape.

● First-in-Class Oral Myostatin Approach.

We believe our product candidates EL-22 and EL-32 would

represent the only oral myostatin formulations currently in development, providing a potential competitive advantage over existing injectable

approaches to muscle preservation.

Existing approaches targeting muscle preservation in combination with weight loss therapies are administered

through injectable forms, whereas our product candidates have been designed as oral capsules.

● Specialized Precision Manufacturing Capabilities.

AGA Precision Systems provides high-tolerance

machining of complex and exotic metals, including titanium and Inconel, for aerospace, defense, and industrial customers.

AGA’s ITAR registration

and AS9100 certification position it to serve customers with stringent regulatory and quality requirements, and its U.S.-based operations

align with industry trends favoring domestic production of critical components.

● Niche IT Hardware Packaging Expertise.

Pacific Sun Packaging focuses exclusively on component-level

electronics packaging, providing deep technical expertise, custom engineering capabilities, and high switching costs that support long-term

customer relationships.

Pacific Sun serves a diversified base of commercial customers across OEMs, distributors, and ITAD firms.

● U.S.-Based Operations.

Both Pacific Sun Packaging and AGA Precision Systems operate from facilities

in California, providing shorter lead times, reduced logistics risk, and alignment with industry trends favoring onshoring of critical

supply chains and domestic manufacturing.

● Flexible M&A and Licensing Model.

Our holding company structure allows for strategic acquisitions,

licensing arrangements, and potential spin-offs of wholly owned subsidiaries or specific assets, providing flexibility to pursue value

creation opportunities across multiple sectors.

Biotechnology Market Size Report, 2023-2030.

(Grand View Research).

Therapy Market Growth, 2028.

(Fortune Business Insights)

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

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

(Goldman Sachs).

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

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

Mass in Humans.

Endocrinol Metab (Seoul).

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

10.3803/EnM.2019.34.3.247.

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

A New Method of Myostatin Inhibition in Mice via Oral Administration

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

2022, 23, 9059.

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

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

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

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

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

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

However, past studies of these

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

is necessary for metabolism, strength, and physical function.

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

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

PMGC is developing EL-22, an engineered probiotic

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

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

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

In the preclinical studies, 27

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

of muscle growth.

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

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

as demonstrated by a longer duration during rotarod tests.

on the highlighted preclinical data, PMGC believes that EL-22 has the potential to treat obesity in combination with GLP-1 by preserving

muscle mass while decreasing fat mass.

The Company intends to complete an IND submission in 2025 and to initiate clinical trials in the

to evaluate the myostatin approach in combination with one or more GLP-1 receptor agonists in obesity.

Our ability to proceed with

a human trial is contingent upon the FDA clearing the IND submission.

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

Ward ZJ, Bleich SN, Cradock AL, Barrett JL, Giles CM, Flax CN, Long MW, Gortmaker SL.

Projected U.S.

State-Level Prevalence of Adult Obesity

and Severe Obesity.

Prevalence of Adult Obesity and Severe Obesity.

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

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

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

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

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

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

Cotransporter 2 Inhibitors on Lean Body Mass in Humans.

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

A Review of the Effects of Glucagon-Like

Peptide-1 Receptor Agonists and Sodium-Glucose Cotransporter 2 Inhibitors on Lean Body Mass in Humans.

Endocrinol Metab (Seoul).

Sep;34(3):247-262.

10.3803/EnM.2019.34.3.247.

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

A New Method of Myostatin Inhibition in Mice via Oral Administration

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

2022, 23, 9059.

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

Biosciences Products

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

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

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

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

No subjects dropped out due to adverse events and

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

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

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

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