What changed in this filing

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Item 1A. Risk Factors

2026-03-30 compared with 2025-03-28 · 1097 added, 1383 removed, 12 unchanged (100% of the section changed)

Risk Factors.

Related to Our Financial Condition

financial statements have been prepared on a going-concern basis and our continued operations are in doubt.

The uncertainty about our ability to continue

in operation is based on our continuing losses from operation, limited revenue and limited working capital, among other things which existed

as of year-end December 31, 2023 and December 31, 2022.

As of December 31, 2024 and December 31, 2023, the Company had net working capital

of $4,251,867 and $3,622,091, respectively, and has an accumulated deficit of $13,269,627 and $7,023,890, respectively.

An investment in our securities involves a high degree of risk.

should carefully consider the risks and uncertainties described below, together with all of the other information contained in this Annual

Report, including our consolidated financial statements and the related notes thereto, before deciding to invest in our securities.

risks and uncertainties described below are not the only ones we face.

Additional risks and uncertainties that we are unaware of, or that

we currently believe are not material, may also become important factors that adversely affect our business.

If any of the following risks

actually occur, our business, financial condition, results of operations and prospects could be materially and adversely affected.

that event, the market price of our Common Stock could decline, and you could lose part or all of your investment.

RISKS RELATED TO OUR FINANCIAL CONDITION AND CAPITAL STRUCTURE

Our financial statements have been prepared

on a going-concern basis and our continued operations are in doubt.

The uncertainty about our ability to continue in operation

is based on our continuing losses from operation, limited revenue and limited working capital, among other things which existed as of

year-end December 31, 2025 and December 31, 2025.

As of December 31, 2025 and December 31, 2024, the Company had net working capital of

$2,928,959 and $4,251,867, respectively, and has an accumulated deficit of $21,017,440 and $13,269,627, respectively.

Included in the

accumulated deficit are losses of $6,245,737 for the year ended December 31, 2024 and $4,301,517 for the year ended December 31, 2023.

Given all these facts, we are dependent on obtaining funding from operations and the sale of debt or equity to continue as a going concern.

The financial statements do not include any adjustments relating to the recoverability of assets and classification of liabilities that

might be necessary should we be unable to continue as a going concern.

ability to continue as a going concern depends on the success of any future offering and receipt of additional funds through debt or

equity financing and our operations.

In the event we are unable to obtain such funding, we may have to delay, reduce or eliminate certain

of our planned operations, including some of our research and development and/or clinical validation studies to demonstrate aesthetic

improvement, reduce overall overhead expense, or divest assets.

This in turn may have an adverse effect on our ability to realize the

value of our assets.

If we are unable to continue as a going concern, you may lose all or part of your investment.

have a history of net losses, and we may not be able to achieve or maintain profitability in the future.

We have incurred net losses each year since our

inception, and we may not be able to achieve or maintain profitability in the future.

We incurred net losses of $6,245,737 and $4,301,517,

for the years ended December 31, 2024 and 2023, respectively.

Our expenses will likely increase in the future and may be more costly

than we expect and may not result in increased revenue or growth in our business.

These offerings may require significant capital investments

and recurring costs, maintenance, depreciation, asset life and asset replacement costs, and if we are not able to maintain sufficient

levels of utilization of such assets or such offerings are otherwise not successful, our investments may not generate sufficient returns

and our financial condition may be adversely affected.

Any failure to increase our revenue sufficiently to keep pace with our investments

and other expenses could prevent us from achieving or maintaining profitability or positive cash flow on a consistent basis.

unable to successfully address these risks and challenges as we encounter them, our business, financial condition, results of operations

and prospects could be adversely affected.

If we are unable to generate adequate revenue growth and manage our expenses, we may continue

to incur significant losses in the future and may not be able to achieve or maintain profitability.

current growth may not be indicative of our future growth and, if we begin to grow rapidly, we may not be able to effectively manage

our growth or evaluate our future prospects.

If we fail to effectively manage our future growth or evaluate our future prospects, our

business could be adversely affected.

We have experienced minimal growth since our launch

For example, our revenue increased from nil in 2020 to $827 in 2021, to $766,277 in 2022, to $1,712,595 in 2023, and increased

to $2,467,298 for the year ended December 31, 2024.

Moreover, the number of our full-time employees increased as of December 31, 2024.

As of the date of this Annual Report, we have two (2) full time employees and one part-time employee.

This growth has placed significant

demands on our management, financial, operational, technological and other resources.

The anticipated growth and expansion of our business

depends on a number of factors, including our ability to:

and acquire biotechnology assets and companies with strong commercial potential;

● Efficiently

integrate acquired businesses and optimize their operations;

financing and capital to support acquisitions and subsequent growth;

and commercialize biotechnology innovations through our portfolio companies;

and expand our intellectual property portfolio, including patents, trademarks, and proprietary technologies;

the complex regulatory landscape for drug development, medical devices, and other biotechnology-related products;

strategic partnerships to enhance market penetration and revenue generation.

growth and expansion of our business will place significant demands on our management and operations teams and require significant additional

resources, financial and otherwise, to meet our needs, which may not be available in a cost-effective manner, or at all.

continue to expend substantial resources on:

and acquisitions of companies and assets to expand our portfolio;

and development initiatives within our acquired companies;

and patent enforcement and other intellectual property protections to maintain competitive advantages;

compliance, including FDA and other global regulatory approvals;

and marketing efforts to support commercialization strategies;

administration, including increased finance, legal, and accounting expenses associated with operating as a public company.

investments may not result in the growth of our business.

Even if these investments do result in the growth of our business, if we do

not effectively manage our growth, we may not be able to execute on our business plan, respond to competitive pressures, take advantage

of market opportunities, satisfy our client requirements or maintain high-quality product offerings, any of which could adversely affect

our business, financial condition, results of operations and prospects.

You should not rely on our historical rate of revenue growth

as an indication of our future performance or the rate of growth we may experience in any new category or internationally.

addition, to support continued growth, we must effectively integrate, develop and motivate a large number of new employees while maintaining

our corporate culture.

We face significant competition for personnel.

To attract top talent, we have had to offer, and expect to continue

to offer, competitive compensation and benefits packages before we can validate the productivity of new employees.

We may also need to

increase our employee compensation levels to remain competitive in attracting and retaining talented employees.

The risks associated

with a rapidly growing workforce will be particularly acute as we choose to expand into new product categories and global markets.

Additionally,

we may not be able to hire new employees quickly enough to meet our needs.

If we fail to effectively manage our hiring needs or successfully

integrate new hires, our efficiency, ability to meet forecasts and employee morale, productivity and retention could suffer, which could

have an adverse effect on our business, financial condition, results of operations and prospects.

are also required to manage numerous relationships with various vendors and other third parties.

Further growth of our operations, client

base, or internal controls and procedures may not be adequate to support our operations.

If we are unable to manage the growth of our

organization effectively, our business, financial condition, results of operations and prospects may be adversely affected.

will need additional capital to conduct our operations and develop our products and our ability to obtain the necessary funding is uncertain.

During the years ended December 31, 2024, and

December 31, 2023 we used a significant amount of cash to finance our continued operations, and we need to obtain significant additional

capital resources in order to develop products going forward.

We may not be successful in maintaining our normal operating cash flow

and the timing of our capital expenditures may not result in cash flows sufficient to sustain our operations through the next twelve

If financing is not sufficient and additional financing is not available or available only on terms that are detrimental to our

long-term survival, it could have a major adverse effect on our ability to pursue our clinical research and product development programs

and could ultimately affect our ability to continue to function.

The timing and degree of any future capital requirements and our ability

to meet such capital requirements in a timely manner, on favorable terms or at all will depend on many factors, including:

accuracy of the assumptions underlying our estimates for capital needs in 2025 and beyond;

progress in our research and development programs;

magnitude and scope of our research and development programs and our ability to establish, enforce and maintain strategic arrangements

for research, development, product testing, manufacturing, third-party agreements and marketing;

costs involved in preparing, filing, prosecuting, maintaining, defending and enforcing patent claims;

number and type of pipeline product that we pursue;

development of major widespread events, including the possibility of a recession in the U.S.

and globally, market volatility the potential

for future pandemics or outbreaks such as any future COVID-19 outbreak, geopolitical conflict and other events which could impact us

and third parties on which we depend.

The progress, timing, and cost of clinical trials, regulatory submissions, and potential commercialization efforts for our biotech assets;

The identification, evaluation, and execution of potential acquisitions in industries beyond biotechnology;

The level of cash flows generated by current subsidiaries and any future acquired businesses;

Our ability to access capital markets or secure alternative financing sources under favorable conditions;

The structure and terms of any future financing transactions, including potential equity or debt offerings;

The performance and capital requirements of any new business lines or investments we may pursue;

Fluctuations in interest rates, inflationary pressures, and broader macroeconomic conditions;

Changes in investor sentiment and public market conditions, particularly for holding companies and emerging growth businesses;

The costs associated with maintaining our public company status, including legal, accounting, and compliance-related expenses;

Unforeseen events such as litigation, regulatory changes, or operational disruptions that could impact our liquidity or access to capital.

financing through strategic collaborations, public or private equity or debt financings or other financing sources may not be available

on acceptable terms, or at all.

Additional equity financing could result in significant dilution to our stockholders, and any debt financings

will likely involve covenants restricting our business activities.

Additional financing may not be available on acceptable terms, or

Further, if we obtain additional funds through arrangements with collaborative partners, these arrangements may require us to

relinquish rights to some of our technologies, pipeline product or products that we might otherwise seek to develop and commercialize

If sufficient capital is not available, we may be required to delay, reduce the scope of or eliminate one or more of our

research or product development initiatives, any of which could have a material adverse effect on our financial condition or business

Related to Our Business, Our Portfolio Companies, and the Biotechnology Industry

acquired technologies and products under development could be rendered obsolete by technological, regulatory, or medical advances.

biotechnology industry is highly competitive and rapidly evolving.

The technologies and product candidates developed by our portfolio

companies may become obsolete or uneconomical due to advancements in scientific research, new treatment modalities, disruptive innovations,

or competitive products that better or more cost-effectively address the conditions our assets aim to target.

including well-funded pharmaceutical and biotechnology companies, academic institutions, and research organizations, may develop more

effective, safer, or commercially viable solutions, rendering the technologies we acquire or invest in less attractive or non-competitive.

Additionally, shifts in regulatory frameworks or treatment paradigms could impact the viability of certain products in our portfolio.

mitigate these risks, we focus on acquiring intellectual property rights, including patents and proprietary technologies, to safeguard

competitive advantages.

However, there is no guarantee that our patents will be sufficient to prevent competitors from developing similar

or superior solutions.

Furthermore, if our portfolio companies fail to innovate or adapt to industry advancements, the commercial potential

of their technologies may diminish, negatively affecting our business, financial condition, and long-term growth strategy.

sustain our continued growth, we will need to increase the size of our organization, and we may encounter difficulties managing our growth,

which could adversely affect our results of operations.

may experience growth in the number of our employees and the scope of our operations.

To that extent, the resulting growth and expansion

of our sales force will place a significant demand on our financial, managerial and operational resources.

We may not be able to accurately

forecast the number of employees required, the timing of their hire or the associated costs with our expansion and/or our entrance into

The extent of any expansion we may experience will be driven largely by the success of our new products.

As a result, management’s

ability to project the size of any such expansion and its cost to the company is limited by the following uncertainties:

not have previously sold any of the new products and the ultimate success of these new products and applications is unknown;

will be entering new markets;

and (iii) the costs will be partially driven by factors that may not be fully in our control (e.g., timing

of hiring, market salary rates, ability to hire new managerial and senior staff).

Our success will also depend on the ability of our

executive officers and senior management to continue to implement and improve our operational, information management and financial control

systems to comply with the reporting requirements of the Securities Exchange Act of 1934, or the Exchange Act, and to expand, train and

manage our employee base.

Our inability to manage growth effectively could cause our operating costs to grow even faster than we are

currently anticipating and adversely affect our results of operations.

we are unable to secure strategic commercial partnerships, licensing agreements, funding, or other key business relationships following

successful clinical results, our revenue potential may be limited.

traditional biotechnology companies that build internal sales forces, we focus on strategic pathways to commercialization, including

partnerships, licensing agreements, acquisitions, and collaborations with larger pharmaceutical and biotechnology companies.

to generate revenue and successfully bring products to market depends on multiple factors, including:

positive clinical trial results that demonstrate the viability, efficacy, and safety of our portfolio companies’ technologies;

strategic commercial partnerships or licensing agreements with larger pharmaceutical or biotechnology companies to support late-stage

clinical trials, regulatory approvals, manufacturing, and distribution;

additional funding to continue development efforts, including non-dilutive funding sources such as government grants, private partnerships,

and strategic investments;

regulatory requirements, including obtaining FDA, European Medicines Agency (“EMA”), or other global regulatory approvals

necessary for commercialization;

and enforcing intellectual property, including patents and proprietary technologies, to maintain competitive advantages and prevent market

erosion from competitors;

operational and financial risks associated with product development timelines, regulatory setbacks, and clinical trial failures;

disruptions from changing government regulations, healthcare reimbursement policies, or shifts in market demand that could impact product

addition to the risks associated with clinical and regulatory success, our business strategy is dependent on external partners who may

not have aligned priorities, sufficient resources, or the willingness to enter into agreements on terms favorable to us.

accumulated deficit are net losses of $7,747,813 for the year ended December 31, 2025 and $6,245,737 for the year ended December 31, 2024.

Given all of these facts, we are dependent on obtaining funding from operations and the sale of debt or equity to continue as a going

The financial statements do not include any adjustments relating to the recoverability of assets and classification of liabilities

that might be necessary should we be unable to continue as a going concern.

Our ability to continue as a going concern depends

on the success of any future offering and receipt of additional funds through debt or equity financing and our operations.

we are unable to obtain such funding, we may have to delay, reduce or eliminate certain of our planned operations, including some of our

research and development and/or clinical validation studies to demonstrate aesthetic improvement, reduce overall overhead expense, or

divest assets.

This in turn may have an adverse effect on our ability to realize the value of our assets.

If we are unable to continue

as a going concern, you may lose all or part of your investment.

We have a history of net losses, and we may

not be able to achieve or maintain profitability in the future.

We have incurred net losses each year since our inception, and we may

not be able to achieve or maintain profitability in the future.

We incurred net losses of $7,747,813 and $6,245,737 for the years ended

December 31, 2025 and 2024, respectively.

Our expenses will likely increase in the future and may be more costly than we expect and may

not result in increased revenue or growth in our business.

These offerings may require significant capital investments and recurring costs,

maintenance, depreciation, asset life and asset replacement costs, and if we are not able to maintain sufficient levels of utilization

of such assets or such offerings are otherwise not successful, our investments may not generate sufficient returns and our financial condition

may be adversely affected.

Any failure to increase our revenue sufficiently to keep pace with our investments and other expenses could

prevent us from achieving or maintaining profitability or positive cash flow on a consistent basis.

If we are unable to successfully address

these risks and challenges as we encounter them, our business, financial condition, results of operations and prospects could be adversely

If we are unable to generate adequate revenue growth and manage our expenses, we may continue to incur significant losses in

the future and may not be able to achieve or maintain profitability.

Our operating cash consumption significantly

exceeds our revenue, and we may not be able to fund our operations without continued access to the capital markets.

Our current level of operating cash consumption

materially exceeds our revenue and is not sustainable without continued infusions of external capital.

If we are unable to substantially

increase revenue from our operating subsidiaries, achieve returns on capital through PMGC Capital, or continue to access debt and equity

financing, we may be unable to fund our operations.

There can be no assurance that we will be able to reduce our operating cash burn to

a level that can be sustained by our operating revenue within any particular timeframe, if at all.

We will need additional capital to conduct

our operations and develop our products and businesses, and our ability to obtain the necessary funding is uncertain.

We have used, and expect to continue to use, a significant amount of

cash to finance our operations, and we need to obtain significant additional capital resources in order to develop our businesses and

products going forward.

We may not be successful in maintaining our normal operating cash flow and the timing of our capital expenditures

may not result in cash flows sufficient to sustain our operations through the next twelve months.

If financing is not sufficient and additional

financing is not available or available only on terms that are detrimental to our long-term survival, it could have a major adverse effect

on our ability to pursue our business strategy, clinical research and product development programs, and could ultimately affect our ability

to continue to function.

The timing and degree of any future capital requirements and our ability to meet such capital requirements in

a timely manner, on favorable terms or at all will depend on many factors, including:

the accuracy of the assumptions underlying our estimates for capital needs;

the success and growth of our acquired operating subsidiaries;

scientific progress in our research and development programs at Northstrive Biosciences;

the magnitude and scope of our acquisition strategy and our ability to identify, negotiate, finance and integrate target companies;

the costs involved in preparing, filing, prosecuting, maintaining, defending and enforcing patent claims;

the performance of PMGC Capital’s investment portfolio;

the number and type of pipeline products that we pursue;

the development of major widespread events, including the possibility of a recession in the U.S.

and globally, market volatility, geopolitical conflict, tariffs, trade restrictions and other events which could impact us and third parties on which we depend.

Additional financing through strategic

collaborations, public or private equity or debt financings or other financing sources may not be available on acceptable terms, or at

Additional equity financing could result in significant dilution to our stockholders, and any debt financings will likely involve

covenants restricting our business activities.

Further, if we obtain additional funds through arrangements with collaborative partners,

these arrangements may require us to relinquish rights to some of our technologies, products or pipeline assets that we might otherwise

seek to develop and commercialize on our own.

If sufficient capital is not available, we may be required to delay, reduce the scope of

or eliminate one or more of our business initiatives, research or product development programs, or planned acquisitions, any of which

could have a material adverse effect on our financial condition or business prospects.

Our existing equity purchase facility may result in substantial dilution

to our existing stockholders and may place downward pressure on the price of our Common Stock.

We have entered into an equity purchase facility with Streeterville

Capital, LLC (“Streeterville”), as disclosed in previous SEC filings, pursuant to which we may consummate one or more secured

pre-paid purchases of our Common Stock, and we have consummated multiple pre-paid purchases thereunder.

Under these arrangements, the

outstanding principal and accrued interest is convertible at the option of the investor at a price that reflects a discount to the volume-weighted

average price of our Common Stock during a specified look-back period, subject to a floor price.

We have issued, and expect to continue

to issue, significant numbers of shares of Common Stock in settlement of amounts outstanding under these arrangements.

The conversion mechanics for the pre-paid purchases under the equity

purchase facility, which allow conversion at a discount to market price, may create significant downward pressure on the trading price

of our Common Stock.

As the stock price declines, additional shares may be required to settle the same dollar amount of debt, potentially

creating a cycle of increasing dilution and declining stock price.

These dynamics could materially and adversely affect the market price

of our Common Stock, the ability of existing stockholders to sell their shares at favorable prices, and our ability to raise additional

capital on acceptable terms.

The settlement and potential conversion of outstanding and future instruments under the equity line of credit

into shares of Common Stock will result in further dilution to our existing stockholders, and the magnitude of such dilution will depend

on market conditions at the time of conversion.

Our equity interests in our key subsidiaries and the assets of those subsidiaries are pledged as collateral under

our equity purchase facility with Streeterville,

and a default on our obligations pursuant to such facility could result in the loss of our operating businesses.

In connection with our equity purchase facility with Streeterville,

we entered into a Security Agreement and a Pledge Agreement, pursuant to which we pledged, as collateral, (i) 100% of the equity interests

(membership interests and stock, respectively) in our wholly-owned subsidiaries, AGA Precision Systems and Pacific Sun Packaging, and

(ii) substantially all of the assets of these subsidiaries.

Streeterville holds a first-position security interest in this collateral

(subordinate only to certain permitted liens).

If we default on our obligations under such agreements, Streeterville is entitled to seize

the pledged equity interests or the assets of the subsidiaries.

This may result in the loss of one or more of our primary operating businesses,

which would have a material adverse effect on our financial condition and ability to continue operations.

We have conducted multiple reverse stock

splits in a short period of time, which may adversely affect the market price of our Common Stock and investor confidence.

Since November 2024, we have completed multiple reverse stock splits

of our Common Stock.

Reverse stock splits may be viewed negatively by investors and analysts as an indication of financial difficulty

or poor stock performance.

There can be no assurance that the market price of our Common Stock following any reverse stock split will

remain at a level proportional to the prices prior to the reverse stock split.

The repeated use of reverse stock splits may diminish investor

confidence, reduce trading liquidity, and adversely affect our ability to attract and retain investors.

If we are unable to maintain compliance

with the Nasdaq listing requirements, including the minimum bid price rule, we may be required to undertake further reverse stock splits

in the future, which could result in additional negative market perception and further dilution on a per-share basis for investors who

acquired shares prior to such splits.

If we fail to generate sufficient cash flow

from our operations, we will be unable to continue to develop and commercialize our products and grow our businesses.

We expect capital outlays and operating expenditures

to increase over the next several years as we expand our operations, pursue acquisitions, and conduct research and development and manufacturing

However, our present and future funding requirements will depend on many factors, including, among other things:

the level of research and development investment required to maintain and improve our competitive position;

the success of product sales and service revenue at our operating subsidiaries and related collections;

the returns on capital deployed by PMGC Capital;

our need or decision to acquire or license complementary businesses, products or technologies;

costs relating to the expansion of our workforce, management and operational support across multiple subsidiaries;

competing technological and market developments;

costs relating to changes in regulatory policies or laws that affect our operations.

As a result of these factors, we may need to raise

additional funds, and we cannot be certain that such funds will be available to us on acceptable terms when needed, if at all.

raise funds on acceptable terms, we may not be able to expand our operations, develop new products, take advantage of future opportunities

or respond to competitive pressures or unanticipated business requirements.

We may need, but be unable, to obtain additional

funding on satisfactory terms, which could dilute our stockholders or impose burdensome financial restrictions on our business.

We have relied upon cash from financing activities.

In the future,

we hope to rely on revenues generated from operations to fund the cash requirements of our activities.

However, there can be no assurance

that we will be able to generate any significant cash from our operating activities in the future.

Future financing may not be available

on a timely basis, in sufficient amounts or on terms acceptable to us, if at all.

Any debt financing or other financing of securities

senior to the Common Stock will likely include financial and other covenants that will restrict our flexibility.

Any failure to comply

with these covenants would have a material adverse effect on our business, prospects, financial condition and results of operations because

we could lose our existing sources of funding and impair our ability to secure new sources of funding.

We may be unable to realize the expected

value from the divestiture of our Elevai Skincare business, including earn-out payments.

In connection with the divestiture of our Elevai

Skincare business, the purchase consideration included potential earn-out payments contingent upon the buyer achieving certain revenue

milestones over specified periods following the closing.

There can be no assurance that the buyer will achieve these milestones or that

we will receive any earn-out payments.

If the buyer’s business underperforms, experiences operational difficulties, or ceases operations,

we may receive little or no additional consideration beyond the amounts received at closing.

Additionally, shares of the buyer’s common

stock received as consideration may have limited liquidity and their value may decline.

Changes in tax laws or regulations could

adversely affect our business and financial results.

We are subject to U.S.

federal, state and local

tax laws, which are complex and subject to change.

Changes in tax laws, regulations, or interpretations thereof, including changes resulting

from new legislation, could increase our tax obligations, reduce the value of our deferred tax assets, or otherwise adversely affect our

financial condition and results of operations.

In addition, tax authorities may disagree with our tax positions or the manner in which

we allocate income and deductions among our subsidiaries, which could result in additional tax liabilities, interest and penalties.

RISKS RELATED TO OUR HOLDING COMPANY STRUCTURE

AND ACQUISITION STRATEGY

Our diversified holding company structure

may make our business more complex and difficult to manage.

We operate as a diversified holding company with

subsidiaries across multiple industries, including biotechnology, precision manufacturing, specialty packaging, and investment activities.

This structure increases the complexity of our operations, financial reporting, internal controls, and management oversight.

subsidiaries operates in distinct markets with unique regulatory requirements, competitive dynamics, and capital needs.

Managing multiple disparate businesses requires

broad management expertise, robust financial and operational reporting systems, and the ability to allocate capital and personnel effectively

across unrelated industries.

Our management team is small, and the breadth of our operations may strain our resources.

If we are unable

to secure the necessary partnerships, licensing deals, funding, or commercialization pathways, we may struggle to generate revenue or

achieve sustainable growth.

external factors such as macroeconomic conditions, evolving healthcare policies, investor sentiment toward the biotechnology sector,

and industry competition could significantly impact our ability to successfully bring products to market.

Any failure to effectively

manage these risks could materially and adversely affect our financial condition, business strategy, and long-term growth prospects.

business combinations and licensing agreements could require significant management attention and prove difficult to integrate, which

could divert attention away from management, disrupt our normal course of business, dilute stockholder value, and adversely affect our

operating results.

a biotechnology-focused holding company, our business strategy relies heavily on acquiring, licensing, and investing in biotechnology

assets, early-stage life sciences companies, and commercial-stage enterprises.

Business combinations and licensing agreements involve

several inherent risks, including:

in integrating newly acquired companies or licensed technologies into our existing structure, including management information systems,

personnel, regulatory compliance, intellectual property protection, and financial reporting systems;

on third-party licensors for key intellectual property, which may limit our control over development timelines, commercial strategies,

or pricing decisions;

risk of acquiring or licensing assets that fail to generate expected revenue or return on investment due to scientific, regulatory, or

market challenges;

failure to secure exclusive rights in licensing agreements, exposing us to competitive pressures and reduced market opportunity;

● Unanticipated

costs and liabilities, including intellectual property disputes, regulatory compliance issues, or unforeseen operational inefficiencies;

delays or failures in the commercialization of acquired or licensed product candidates due to clinical trial setbacks, changes in regulatory

requirements, or loss of key industry partnerships;

of ongoing business operations within acquired or partnered companies, leading to employee turnover, loss of strategic partners, or reputational

in integrating financial, accounting, and intellectual property portfolios, which could result in difficulties in reporting and forecasting

Additionally,

we may not realize the expected benefits of any business combination or licensing agreement if we fail to successfully integrate these

businesses, optimize their research and development efforts, or effectively monetize their intellectual property.

Any setbacks in evaluating,

structuring, integrating, or commercializing acquired or licensed assets could have an adverse effect on our revenue, operating results,

and overall strategic growth.

we fail to cost-effectively acquire, license, or develop biotechnology assets, our business could be adversely affected.

success depends in part on our ability to acquire and license promising biotechnology assets, advance them through preclinical and clinical

stages, and secure commercial partnerships for further development and distribution.

If we fail to do so cost-effectively, our business,

financial condition, and growth prospects may be adversely affected Risks related to the acquisition, licensing and development of biotechnology

assets include:

on licensing:

We rely on in-licensing agreements for a significant portion of our biotechnology assets.

If we are unable to secure favorable

licensing terms or if licensors terminate agreements, our ability to develop and commercialize key technologies may be compromised.

● Intellectual

property risks:

Our business depends on the strength and enforceability of our licensed and acquired intellectual property.

unable to obtain or maintain robust patent protections, we may lose competitive advantages.

Additionally, disputes over intellectual

property ownership, validity, or infringement could result in costly litigation and potential loss of key assets.

Acquiring or licensing assets requires navigating complex regulatory frameworks.

Any failure to obtain necessary regulatory

approvals or unexpected changes in regulatory requirements could result in delays, increased costs, or inability to commercialize certain

● Competitive

market pressures:

The biotechnology industry is highly competitive, and other companies with greater resources may outbid us for attractive

assets or develop competing products that render our acquisitions or licenses obsolete.

Advancing biotechnology assets requires significant capital for preclinical and clinical development.

If we are unable to

secure sufficient funding, we may be forced to delay, scale down, or abandon promising programs.

external factors such as macroeconomic conditions, evolving healthcare policies, investor sentiment toward the biotechnology sector,

and industry competition could significantly impact our ability to successfully bring products to market.

Any failure to effectively

manage these risks could materially and adversely affect our financial condition, business strategy, and long-term growth prospects.

we fail to secure strategic partnerships or commercialization agreements, our revenue potential may be limited.

than building an internal sales force, we rely on strategic partnerships, licensing agreements, and collaborations with pharmaceutical

and biotechnology companies to bring our portfolio assets to market.

Our ability to generate revenue and successfully commercialize these

assets depends on:

commercial partnerships with pharmaceutical companies willing to invest in late-stage clinical development and regulatory approval;

our assets to established players who have the infrastructure to manufacture, distribute, and market biotechnology products;

non-dilutive funding sources such as government grants, private partnerships, and strategic investments to support product development;

● Successfully

negotiating revenue-sharing agreements, royalty structures, and milestone payments that provide sufficient financial return;

potential conflicts of interest with licensors, co-development partners, or other stakeholders that may have competing priorities;

disruptions from changing government regulations, reimbursement policies, or shifts in market demand that could impact commercialization

we are unable to secure strategic partnerships or licensing agreements, we may face challenges in bringing our portfolio assets to market,

which could significantly impact our revenue potential and long-term viability.

brand and reputation may be diminished due to intellectual property disputes, perceived scientific failures, or negative publicity, which

could have an adverse effect on our business.

the biotechnology industry, intellectual property is a critical competitive asset.

Any loss of confidence in our ability to protect our

intellectual property, secure regulatory approvals, or successfully develop our portfolio assets could harm our reputation and business

Risks include:

litigation and intellectual property challenges:

If our patents, or those of our licensors, are challenged, invalidated, or circumvented,

we could lose key competitive advantages and revenue opportunities.

Competitors or third parties may also claim that our licensed or

acquired technologies infringe on their intellectual property, resulting in costly litigation.

perception of scientific validity:

If any of our portfolio companies experience clinical trial failures, safety concerns, or unexpected

regulatory hurdles, our brand and ability to attract investors or partners may be negatively impacted.

publicity in the biotechnology industry:

Misinformation, activist campaigns, or unfavorable media coverage related to biotechnology,

drug pricing, or perceived ethical concerns could reduce investor confidence and impact our ability to secure partnerships.

on third-party data and clinical results:

We rely on external research partners, licensors, and academic collaborations for much of the

underlying data supporting our biotechnology assets.

If any of these third parties publish misleading or inaccurate findings, or if data

discrepancies emerge, our reputation could suffer.

social media and digital risks:

With the rapid spread of information on social media, any negative sentiment regarding our portfolio

companies, partners, or industry practices could quickly impact investor and stakeholder confidence.

our brand reputation is damaged, it may become more difficult to attract investment, secure licensing agreements, or acquire high-value

biotechnology assets, all of which could have a material adverse impact on our business.

downturns, shifts in healthcare investment trends, regulatory changes, and evolving market demand for biotechnology products could negatively

affect our business.

have positioned our business as a biotechnology-focused holding company, acquiring and licensing promising life sciences technologies

with the intent to develop, commercialize, or out-license them to strategic partners.

The biotechnology sector is highly sensitive to

economic conditions, regulatory environments, investment cycles, and shifts in healthcare and pharmaceutical spending.

Changes in these

areas could significantly impact our ability to execute our business strategy.

Economic downturns, fluctuations in capital markets, and

changing investment trends in the biotechnology sector may adversely affect our ability to secure financing, complete acquisitions, and

license or commercialize our portfolio companies’ assets.

Factors that could impact our business include:

market conditions and investor sentiment:

The biotechnology industry is dependent on access to capital for research, clinical development,

and regulatory approvals.

Economic recessions, rising interest rates, inflation, or market downturns could reduce the availability of

funding from venture capital, institutional investors, and public markets.

A decline in investor confidence in biotechnology stocks could

negatively affect our ability to raise capital, acquire new assets, or finance ongoing operations.

and policy changes:

Government regulations, reimbursement policies, and drug approval processes can shift rapidly, affecting the commercialization

prospects of our biotechnology assets.

If regulators impose stricter safety requirements, pricing controls, or reimbursement restrictions,

it may impact the potential market for certain therapies and reduce the value of our acquired or licensed assets.

in pharmaceutical and biotechnology research and development spending:

Large pharmaceutical companies and institutional investors dictate

much of the demand for biotechnology innovations.

If there is a shift away from investing in the types of assets we acquire or license-such

as a focus on gene therapy over small molecules, or increased preference for in-house research and development versus external licensing-it

may negatively affect our business strategy.

● Intellectual

property and patent risks:

Biotechnology companies rely heavily on intellectual property protections, including patents, exclusivity

periods, and licensing rights.

If we are unable to secure strong IP protections, or if patents related to our portfolio assets expire,

are challenged, or become unenforceable, we could lose competitive advantages and revenue potential.

Additionally, litigation risks related

to patent disputes could lead to costly legal battles, settlements, or lost licensing deals.

demand for biotechnology products:

The success of our portfolio companies’ assets depends on healthcare providers, insurers, and

patients perceiving their benefits over existing treatments.

If scientific advancements, competitive innovations, or pricing pressures

reduce the demand for our acquired or licensed technologies, our ability to monetize these assets could be impaired.

perception and media influence:

The biotechnology sector is highly scrutinized by regulatory agencies, advocacy groups, and media outlets.

Negative coverage of clinical trial failures, ethical concerns related to biotechnology innovations (e.g., gene editing, stem cell therapy),

or pricing controversies could impact investor confidence, regulatory approvals, and commercial adoption of our assets.

on strategic partnerships:

Since we do not build an internal sales force, we rely on external partnerships for commercialization.

potential partners-such as pharmaceutical companies or larger biotechnology firms-are unwilling to license, acquire, or invest in our

assets due to economic pressures, shifting priorities, or competitive concerns, our revenue potential may be significantly limited.

general decline in healthcare and biotechnology investments, unexpected changes in regulatory requirements, or shifts in the demand for

certain therapies could adversely affect our ability to execute our growth strategy.

If we fail to anticipate industry trends, secure

financing, maintain strong intellectual property protections, or establish successful commercialization partnerships, our business, financial

condition, and results of operations could be materially and adversely affected.

we cannot maintain our company culture or focus on our strategic mission as we grow, our success and competitive position may be harmed.

believe our entrepreneurial approach, scientific focus, and commitment to acquiring and developing high-value biotechnology assets have

been key contributors to our success to date.

As a biotechnology-focused holding company, our ability to identify promising assets, secure

strategic partnerships, and drive innovation relies heavily on maintaining a strong leadership vision, a disciplined investment strategy,

and a culture of transparency and scientific integrity.

we scale our operations, pursue acquisitions, and develop the infrastructure of a public company, we may face challenges in maintaining

these core principles.

Factors that could negatively impact our corporate culture and strategic mission include:

● Operational

expansion and complexity:

As we acquire and license additional biotechnology assets, we may need to expand our management team, increase

regulatory and compliance functions, and establish new operational structures.

This could create challenges in maintaining our entrepreneurial

decision-making process and alignment with our long-term strategy.

and retaining talent:

The biotechnology industry is highly competitive, and our ability to execute our business model depends on recruiting

and retaining experienced scientists, regulatory experts, and business development professionals.

If we fail to maintain a corporate

culture that attracts top-tier talent, it could impact our ability to manage and grow our portfolio effectively.

of acquired companies and partners:

As we acquire or partner with biotechnology companies, differences in corporate culture, management

philosophies, or strategic priorities could create integration challenges, slowing execution and reducing operational efficiency.

public company responsibilities:

As a publicly traded entity, we must comply with additional regulatory, reporting, and governance requirements.

If these obligations divert management’s attention away from our core mission of identifying and developing valuable biotechnology assets,

it could negatively impact our growth trajectory.

short-term and long-term goals:

Investor expectations, market conditions, and financial pressures may require us to make short-term decisions

that could conflict with our long-term strategic vision.

If we prioritize immediate financial performance over scientific innovation

and strategic acquisitions, it could weaken our competitive advantage in the biotechnology sector.

we fail to preserve our entrepreneurial mindset, maintain our disciplined approach to asset selection, or sustain a culture that fosters

innovation and collaboration, our ability to compete, execute acquisitions successfully, and generate long-term shareholder value could

be significantly impaired.

A loss of focus on our strategic mission could adversely affect our business, financial condition, and long-term

growth prospects.

we lose key personnel or are unable to attract and retain other qualified personnel, we may be unable to execute our business plan, and

our business could be materially adversely affected.

As of March 26, 2025, we have only two (2) full-time

employees and one part-time employee.

Our executive leadership and key personnel provide services to us primarily through consulting agreements.

Braeden Lichti, our Founder and Chairman, serves as a non-employee consultant and plays a critical role in shaping the strategic direction

of the company.

Through his company, NorthStrive Companies, Inc., Braeden provides consulting services and, from time to time, funding

and advisory services to support our acquisitions, corporate restructuring efforts, and overall growth strategy.

Bensler, our Chief Executive Officer and Chief Financial Officer, also serves in a non-employee capacity through his consulting agreement

Our business strategy relies heavily on these key individuals for capital markets expertise, merger and acquisition execution,

regulatory oversight, and financial structuring.

success depends on our continued ability to attract, retain, and motivate highly qualified management, business development, finance,

regulatory, and scientific personnel.

The biotechnology and life sciences industries are highly competitive, and securing experienced

professionals with the necessary expertise is challenging.

In particular, our ability to successfully execute our acquisition and licensing

strategy depends on retaining key executives and advisors with deep experience in biotechnology asset evaluation, intellectual property

protection, clinical development, and financial structuring.

We are expanding our executive leadership team

by hiring key personnel, including a new Chief Financial Officer, and we are looking to hire additional employees in positions that will

support the operations of our Company and its subsidiaries.

However, as part of our corporate restructuring, we also terminated our Chief

Marketing Officer and Chief Commercial Officer, which may have an adverse impact on certain operational functions.

we maintain “key employee” insurance policies on our executive officers that would compensate us for the loss of their services,

replacing critical personnel could be difficult and time-consuming.

The loss of Braeden Lichti, Graydon Bensler, or other senior personnel

could significantly disrupt our ability to execute our strategic business plan, impair investor confidence, and hinder capital-raising

and M&A activities.

given our reliance on non-employee consultants for executive management, we are exposed to additional risks, including:

potential for misalignment between our long-term strategic goals and consultants’ personal or business interests;

day-to-day oversight and direct control over key operational decisions;

risk that consulting agreements may not be renewed or could be terminated, leading to leadership instability;

difficulty in retaining executive talent who may be recruited by competing firms offering full-time roles with equity-based incentives;

on external funding sources, including capital contributions from NorthStrive Companies, Inc., which may fluctuate based on market conditions

and investment opportunities.

we fail to recruit and retain qualified personnel-particularly in finance, acquisitions, clinical development, and regulatory affairs-our

ability to execute acquisitions, commercialize biotechnology assets, and achieve long-term profitability could be materially impaired.

A leadership transition or prolonged vacancies in key roles could negatively affect our financial condition, business operations, and

future growth.

may be unable to accurately forecast revenue and appropriately plan our expenses in the future.

forecasting presents significant challenges as we continue to expand our biotechnology portfolio, acquire new assets, secure licensing

agreements, and pursue commercial partnerships.

Unlike traditional operating companies with consistent revenue streams, our revenue generation

depends on various factors, including:

successful completion of acquisitions and licensing deals;

ability of our portfolio companies to advance product candidates through clinical and regulatory milestones;

timing and terms of strategic partnerships, royalty agreements, and potential asset monetization events;

conditions, investment cycles, and availability of funding for early-stage biotechnology assets.

base our expense levels and investment plans on revenue projections and anticipated gross margins.

However, due to the unpredictable

nature of the biotechnology industry, revenue realization may not align with our projections.

If our assumptions prove incorrect, we

may overspend on acquisitions, clinical development, or business expansion without generating the expected financial returns, adversely

impacting our business, financial condition, and results of operations.

Additionally,

PMGC Capital LLC, our newly established multi-strategy investment vehicle, introduces additional financial and operational risks.

we deploy capital across different asset classes, including biotechnology equities, private investments, and structured financial instruments,

our ability to generate consistent returns will be influenced by market volatility, economic downturns, and sector-specific risks.

PMGC Capital LLC underperforms or fails to achieve targeted returns, it could affect our ability to allocate capital efficiently, potentially

impacting the overall financial health of our holding company.

have a limited operating history at our current scale, which may make it difficult to evaluate our business and future prospects.

began commercial operations in 2020 and have undergone significant strategic transitions, evolving from a single-product skincare company

into a biotechnology-focused holding company with multiple subsidiaries and investment vehicles.

Given our relatively short operating

history at this scale, we have limited financial data available to evaluate the long-term viability and success of our business model.

evolving strategy presents increased risks, uncertainties, and challenges, including:

ability to successfully integrate and manage multiple biotechnology assets with different risk profiles, regulatory pathways, and commercialization

the uncertainties of clinical development, licensing negotiations, and regulatory approvals across our portfolio companies;

reliance on PMGC Capital LLC as a multi-strategy investment vehicle, which introduces exposure to market volatility and investment risks

beyond traditional biotechnology operations;

necessity of securing consistent external funding to finance acquisitions, clinical trials, and operational growth.

evaluation of our business must consider these risks, as well as the unpredictability of biotechnology asset monetization, regulatory

timelines, and capital market conditions.

Our limited operating history at our current scale may make it difficult for investors and

stakeholders to accurately assess our future financial performance and long-term viability.

disruption in our operations could have an adverse effect on our business.

a biotechnology-focused holding company, we rely on a combination of licensing agreements, acquisitions, research partnerships, and strategic

Our operations, including those of our portfolio companies, licensors, and third-party manufacturers, are subject to various

risks, including:

● Disruptions

in research and development at partner institutions, contract research organizations (“CROs”), or third-party laboratories;

and compliance issues that could delay clinical trials, impact licensing agreements, or restrict the commercialization of biotechnology

● Cybersecurity

threats and data integrity risks, particularly concerning confidential clinical research data, intellectual property, and regulatory

volatility and investment risks associated with PMGC Capital LLC, our multi-strategy investment vehicle, which could impact capital allocation

chain disruptions affecting critical raw materials, specialized equipment, or active pharmaceutical ingredients (APIs) necessary for

drug development;

economic conditions, pandemics, geopolitical conflicts, and border disputes that may affect cross-border licensing agreements, manufacturing,

or capital markets.

we do not manufacture or distribute physical products directly, we are dependent on third-party contract manufacturers, biotechnology

partners, and pharmaceutical collaborators for the development, scaling, and commercialization of our portfolio assets.

If any of these

third parties face operational failures, financial distress, or regulatory setbacks, our business, financial condition, and results of

operations could be negatively impacted.

business is at an early stage of asset development, and we may not successfully develop, License, or commercialize biotechnology assets.

As of the date of this Annual Report, we have

not yet commercialized any biotechnology assets at scale, and our business model relies on acquiring, licensing, and monetizing promising

biotechnology technologies rather than direct product development.

Our ability to generate revenue and grow our business depends on:

● Successfully

identifying and acquiring high-potential biotechnology assets in early or mid-stage development;

regulatory approvals for portfolio companies’ product candidates in different jurisdictions;

● Establishing

commercial partnerships or licensing agreements with pharmaceutical companies, research institutions, and biotechnology firms;

intellectual property risks, including patent expiration, challenges, and disputes;

market competition, scientific advancements, and evolving healthcare policies that may impact the value and relevance of our assets.

the complexities of drug development and regulatory approvals, there is a significant risk that assets within our portfolio:

fail to demonstrate safety or efficacy in clinical trials, leading to project abandonment or financial losses;

face unforeseen regulatory challenges that delay commercialization or limit market access;

be rendered obsolete by competitors’ innovations, market trends, or changing treatment standards;

struggle to attract commercial partners, impacting our ability to generate licensing revenue.

the success of PMGC Capital LLC, our multi-strategy investment vehicle, introduces additional financial and operational risks.

If biotechnology

market volatility, unsuccessful investments, or capital misallocation affect our ability to sustain operations and finance acquisitions,

it could impair our long-term growth prospects.

in market demand, regulatory approval, and investment cycles could impact our future growth.

companies that generate revenue from direct product sales, our ability to generate consistent financial returns depends on strategic

licensing, asset monetization, and investment performance.

Our long-term success relies on:

anticipating industry trends and investing in biotechnology assets with high commercial potential;

FDA, EMA, and other regulatory approvals for key assets within our portfolio;

● Effectively

negotiating licensing agreements and revenue-sharing deals with pharmaceutical and biotechnology partners;

investment risks associated with PMGC Capital LLC, which may be affected by market downturns, liquidity constraints, and shifting investor

sentiment in the biotechnology sector.

we fail to secure regulatory approvals, commercial partnerships, or licensing deals for our portfolio assets, our ability to generate

meaningful revenue, sustain operations, and expand our investment portfolio may be significantly impacted.

Additionally, unforeseen macroeconomic

factors, public health crises, regulatory changes, or geopolitical tensions could further compound risks and limit our growth potential.

may incur product liability or intellectual property claims that could harm our business.

a biotechnology-focused holding company, we do not manufacture or sell physical products directly.

Instead, we acquire, license, and

develop biotechnology assets through our portfolio companies, many of which may engage in drug development, medical device innovation,

or therapeutic biotechnology applications.

These industries inherently involve significant legal, regulatory, and liability risks, including:

Our portfolio companies may conduct preclinical and clinical trials that expose participants to investigational treatments.

Any adverse events, unforeseen side effects, or trial-related injuries could lead to legal claims, regulatory scrutiny, and financial

liability risks for licensed or commercialized assets:

If any of our acquired or licensed technologies progress to commercialization,

we or our partners could face product liability claims related to safety concerns, manufacturing defects, mislabeling, or improper usage

instructions.

Regulatory agencies, including the FDA, EMA, and other global health authorities, may require market withdrawals, labeling

changes, or additional safety warnings, which could negatively impact the commercial viability of a product.

● Third-party

intellectual property claims:

The biotechnology industry is highly patent-driven, and competitors, research institutions, or other companies

may challenge the validity of our patents or claim that our portfolio assets infringe on their intellectual property.

If we or our licensing

partners are sued for patent infringement, trade secret misappropriation, or IP violations, we could face costly legal battles, licensing

fees, or restrictions on commercialization.

compliance and liability risks:

Biotechnology and pharmaceutical companies must comply with stringent regulatory requirements, including

Good Manufacturing Practices (GMP), Good Clinical Practices (GCP), and post-market surveillance obligations.

If a portfolio company fails

to meet these standards, we could be subject to regulatory fines, warnings, or litigation.

is a risk that our insurance policies and our portfolio companies’ insurance policies are inadequate to cover liabilities.

we maintain general liability and directors’ & officers’ (D&O) insurance, these policies may not fully cover potential

liabilities arising from product safety issues, regulatory penalties, or IP disputes.

Additionally, some of our portfolio companies,

licensees, or strategic partners may not maintain adequate insurance coverage, which could expose us to indirect liabilities.

insurance policies are not adequate, our financial results may be adversely impacted.

face additional business risks through our multi-strategy investment vehicle, PMGC Capital LLC, which risks may adversely impact our

financial performance.

PMGC Capital LLC, our multi-strategy investment vehicle, we engage in public and private investments, structured financing, and biotechnology-related

asset trading.

These financial activities introduce additional risks, including:

losses and market volatility:

If we invest in biotechnology equities, structured finance deals, or private placements, we may experience

significant losses due to market fluctuations, sector downturns, or investment miscalculations.

to third-party legal and compliance risks:

Some investments may involve joint ventures, co-development agreements, or financing arrangements

with third parties.

If these partners fail to meet regulatory requirements or face lawsuits, we could be indirectly exposed to financial,

reputational, or legal consequences.

and capital constraints:

If PMGC Capital LLC underperforms, we may have limited access to capital for acquisitions or operational needs,

which could disrupt our biotechnology strategy and portfolio growth.

employees, independent contractors, consultants, strategic partners, and third parties may engage in unethical misconduct, regulatory

noncompliance, or other improper activities that could harm our business .

a biotechnology-focused holding company, we rely on a network of independent consultants, advisors, licensing partners, contract research

organizations (CROs), pharmaceutical collaborators, and strategic investment partners to execute our business strategy.

We are exposed

to the risk that these third parties, as well as our employees, independent contractors, and vendors, may engage in unethical, fraudulent,

or illegal activities that could have significant regulatory, financial, and reputational consequences.

also face the risk of abusive sales and marketing practices through our portfolio companies and licensing partners, which risks may adversely

impact our financial performance.

While we do not directly commercialize products, our portfolio companies and licensing partners may

be involved in sales and distribution agreements that expose us to commercial compliance risks, including anti-kickback and unfair trade

practices laws.

Such risks may include:

financial incentives:

Licensing or sales arrangements that incentivize monetary gain over patient outcomes could be subject to regulatory

scrutiny under anti-kickback laws and fair competition statutes.

marketing claims:

Portfolio companies, partners, or distributors could misrepresent the efficacy, safety, or regulatory status of biotechnology

assets, leading to potential litigation or consumer backlash.

distribution practices:

Partners or licensees may engage in self-dealing, unauthorized discounting, or stockpiling inventory to manipulate

financial results, which could negatively impact product valuation and revenue expectations.

Additionally,

we operate in highly regulated industries, including biotechnology, pharmaceuticals, and public markets, and misconduct by third parties

could include:

noncompliance:

Failure to adhere to FDA, EMA, and other foreign regulatory standards, including improper handling of clinical trial data,

inaccurate regulatory filings, and noncompliance with good manufacturing practices (GMP) or good clinical practices (GCP).

● Intellectual

property violations:

Unauthorized disclosure of trade secrets, proprietary technologies, or confidential licensing agreements, which

could result in patent disputes or loss of competitive advantages.

misrepresentation or securities law violations:

Improper reporting of financial transactions, investment performance, or acquisition

valuations, which could lead to regulatory investigations by the SEC, FINRA, or other governing bodies.

or trading violations:

Since we operate PMGC Capital LLC, a multi-strategy investment vehicle, we are also exposed to risks related to

insider trading, conflicts of interest, and improper market practices by third-party investment managers or financial partners.

licensing or partnership agreements:

Misrepresentation of clinical trial data, exaggeration of asset valuation, or deceptive licensing

negotiations by third parties could result in unfavorable deals, financial losses, or reputational harm.

we rely on third-party contractors and partners rather than a fully integrated internal workforce, our ability to monitor compliance

is inherently limited.

We may not always be able to detect, deter, or prevent misconduct before it results in regulatory investigations,

fines, legal proceedings against us or our portfolio companies, reputational damage, diminished investor confidence, legal costs, loss

of strategic relationships with licensing partners, biotechnology startups or financial institutions, to name only some.

Further, even

if we are not directly responsible for unethical conduct, any association with misconduct by partners or portfolio companies could damage

our reputation and negatively impact our ability to raise capital, attract strategic investors, or execute future M&A transactions.

we are unable to detect, mitigate, or respond to unethical behavior in a timely manner, our business, financial condition, and long-term

growth strategy could be significantly impacted.

portfolio companies’ products and technologies may fail to achieve the broad adoption necessary for commercial success, which may

negatively impact our financial performance.

commercial success of the biotechnology assets being developed by our portfolio companies and strategic partners depends on:

and healthcare provider adoption:

Even if our portfolio companies successfully develop innovative therapies, medical devices, or biologics,

their products must gain broad acceptance among physicians, hospitals, and healthcare institutions to achieve significant market penetration.

● Competitive

The biotechnology and pharmaceutical industries are highly competitive, with many well-funded companies developing alternative

treatments, gene therapies, small-molecule drugs, and novel biologics.

If superior or more cost-effective solutions enter the market,

demand for our licensed or acquired assets may be diminished.

approval and reimbursement challenges:

Many biotechnology innovations require FDA, EMA, or other global regulatory approvals.

Additionally,

payers, including insurance providers and government healthcare programs, must determine reimbursement eligibility.

If our portfolio

companies fail to obtain regulatory approvals or favorable reimbursement terms, market adoption may be limited.

and market sentiment:

PMGC Capital LLC, our multi-strategy investment vehicle, actively invests in biotechnology companies and public

The valuation and adoption of our portfolio assets may be affected by broader investment trends, market downturns, and changes

in investor sentiment toward biotechnology stocks.

● Manufacturing

and supply chain risks:

Even if portfolio companies receive regulatory approval, scaling manufacturing, ensuring consistent supply, and

maintaining cost-efficient production remain significant challenges.

skepticism or resistance:

New therapies and treatment modalities often face skepticism from medical professionals, particularly if they

challenge existing treatment paradigms or require new training, infrastructure, or procedural adjustments.

and clinical validation:

Our success depends on portfolio companies generating robust clinical data that proves safety, efficacy, and

superiority over existing treatments.

If clinical trials fail to demonstrate clear advantages, regulatory agencies or healthcare providers

may hesitate to adopt new technologies.

cannot assure that these biotechnology assets will achieve commercial success or achieve commercial success at a level needed for our

business to profit.

In such cases, our financial performance may be negatively impacted.

Furthermore, our ability to generate returns

on acquired and licensed assets depends on their ability to differentiate from competing technologies, secure market share, and establish

strong intellectual property protections.

If our portfolio companies fail to achieve market acceptance, struggle with regulatory hurdles,

or cannot differentiate from competing technologies, our ability to monetize our assets, secure licensing deals, and generate shareholder

value may be negatively impacted.

outcome of clinical and product testing for our portfolio companies is uncertain.

portfolio companies rely on clinical trials and validation studies to demonstrate the safety, efficacy, and commercial viability of their

biotechnology assets.

If clinical testing fails to produce positive, timely, or cost-effective results, it may hinder regulatory approvals,

limit physician adoption, and reduce the likelihood of securing commercial partnerships.

to achieve strong clinical outcomes could delay, prevent, or limit revenue generation, negatively impacting our ability to monetize assets,

secure licensing deals, and sustain business operations.

Any setbacks in clinical development could adversely affect our financial condition

and long-term growth strategy.

if our portfolio companies’ technologies are successful, rapid advancements in biotechnology could make them obsolete.

biotechnology and pharmaceutical industries evolve rapidly, and new discoveries could render our portfolio companies’ technologies

Even if their products demonstrate positive clinical results, adoption may be limited due to competing treatments, evolving

scientific advancements, or superior alternative solutions.

competitiveness requires continuous innovation, additional investment, and strategic adaptation.

If our portfolio companies fail to keep

pace with technological progress or market demands, the commercial viability of their assets-and our ability to generate revenue-could

be negatively impacted, which may adversely impact our financial performance.

high costs of manufacturing biotechnology products may negatively impact profitability.

to effectively manage this complexity, our business, financial condition, and results of operations could be adversely affected.

Our results depend on our ability to allocate

capital effectively across our subsidiaries and investments.

Our business model relies on deploying capital

across multiple subsidiaries and investment opportunities.

Our ability to generate returns depends on management’s judgment in allocating

capital among competing opportunities, including acquisitions, internal investments, strategic initiatives, and investments through PMGC

There can be no assurance that our capital allocation

decisions will achieve desired returns.

Capital deployed into underperforming subsidiaries or unsuccessful investments represents an opportunity

cost and may result in impairment charges.

Misallocation of capital could materially adversely affect our financial condition and long-term

shareholder value.

We may not realize anticipated benefits

from operating as a platform of multiple businesses.

We may not achieve expected operational, strategic,

or financial benefits from managing multiple subsidiaries under a single corporate structure.

Our subsidiaries may operate independently

with limited synergies, and the costs associated with maintaining a diversified platform—including corporate overhead, compliance

costs, management attention and reporting requirements—may outweigh the benefits.

If the anticipated advantages of our holding company

structure do not materialize, our financial condition and results of operations could be adversely affected.

Our growth strategy depends on acquisitions,

which involve significant risks and uncertainties.

A core element of our business strategy is to

grow through the acquisition of operating companies and assets.

We have completed multiple acquisitions and intend to continue pursuing

additional acquisitions.

These transactions involve numerous risks, including:

difficulties in identifying suitable targets at reasonable valuations;

failure to accurately assess the value, prospects, strengths and weaknesses of acquisition candidates;

inability to negotiate favorable terms or obtain financing for acquisitions;

failure to complete transactions after expending significant time and resources on due diligence;

difficulties in integrating acquired businesses, operations, technologies, systems and personnel;

assumption of unknown or undisclosed liabilities, including potential legal, regulatory, tax, environmental or contractual obligations;

disruption to our existing business and diversion of management attention;

loss of key employees, customers or suppliers of acquired businesses;

potential impairment of acquired goodwill and intangible assets;

dilution to existing stockholders from equity issued as acquisition consideration or to finance acquisitions;

increased debt and associated covenants and restrictions.

Acquired businesses may not perform as expected

and may require significantly more capital than anticipated.

Failure to successfully identify, execute, finance or integrate acquisitions

could materially adversely affect our business, financial condition, and results of operations.

Potential business combinations could require

significant management attention, prove difficult to integrate, and adversely affect our operating results.

Business combinations generally involve a number

of additional difficulties and risks to our business, including failure to integrate management information systems, personnel, research

and development and marketing, operations, sales and support;

disruption of our ongoing business and diversion of management’s attention

from other business matters;

potential loss of the acquired company’s customers;

failure to further develop or integrate the acquired

company’s products or technology successfully;

unanticipated costs and liabilities;

and other accounting consequences.

In addition, we may not realize benefits from

any business combination we may undertake in the future.

If we fail to successfully integrate such businesses, or the products and technologies

associated with such business combinations into our Company, the revenue and operating results of the combined company could be adversely

Any integration process would require significant time and resources, and we may not be able to manage the process successfully.

We may not successfully evaluate, integrate or utilize the acquired technology and product lines or accurately forecast the financial

impact of a combination.

The purchase price allocations for our acquisitions

may be preliminary and subject to adjustment, which could materially affect our reported financial results.

In connection with our acquisitions, the initial

purchase price allocations may be preliminary and subject to adjustment as we finalize our valuations of identifiable assets acquired

and liabilities assumed.

Adjustments to preliminary purchase price allocations during the measurement period could result in changes to

the carrying values of acquired assets and liabilities, including goodwill, intangible assets, property and equipment, and deferred tax

Such adjustments could materially affect our consolidated balance sheet, results of operations and financial condition in

future periods.

We have recorded goodwill on our consolidated

balance sheet that may be subject to impairment, which could adversely affect our financial results.

We have recorded goodwill arising from our acquisitions.

not amortized but is subject to annual impairment testing, or more frequently if events or changes in circumstances indicate that the

carrying value may not be recoverable.

Factors that could trigger an impairment review include, among others, a significant decline in

expected future cash flows of an acquired business, deterioration of market conditions, loss of key customers, underperformance relative

to projected financial results, and a sustained decline in the market price of our Common Stock.

If any of our reporting units fail to

achieve projected results or if market conditions deteriorate, we may be required to record a non-cash goodwill impairment charge, which

could have a material adverse effect on our reported financial results and the market price of our Common Stock.

Earn-out and contingent consideration arrangements

may result in disputes or financial obligations that adversely affect our results.

Certain of our acquisition agreements include

earn-out or contingent consideration provisions that are payable based on the achievement of specified financial milestones by the acquired

If acquired businesses achieve the applicable performance thresholds, we will be required to make additional payments that

will increase the overall cost of the acquisitions and reduce our available cash.

Conversely, disagreements with sellers regarding the

measurement or achievement of earn-out targets could result in disputes, litigation or strained relationships with key personnel who remain

involved in the acquired businesses.

Changes in fair value of contingent consideration are recognized in earnings and may cause volatility

in our reported results of operations.

We depend on the founders and key employees

of our acquired businesses, and their departure could adversely affect the performance of those businesses.

Our recently acquired subsidiaries have historically

been operated by their founders and small teams with deep customer relationships, specialized technical knowledge and institutional know-how.

The success of these businesses following acquisition depends in significant part on our ability to retain and motivate these individuals

during the transition period and beyond.

If the former owners or other key employees of our acquired businesses depart or become disengaged,

we may experience disruptions to operations, loss of customer relationships, loss of critical technical expertise, and a decline in the

performance of these businesses, any of which could materially adversely affect our revenue and results of operations.

RISKS RELATED TO OUR OPERATING SUBSIDIARIES

Risks Related to Northstrive Biosciences Inc.

(Biotechnology)

products often require complex, costly manufacturing processes.

If our portfolio companies fail to optimize production, scale efficiently,

or negotiate favorable supply chain agreements, their profit margins may be significantly lower than competing therapies.

if these portfolio companies’ products achieve regulatory approval, the products must be priced competitively while covering production

If the portfolio companies cannot achieve cost efficiencies or command premium pricing, profitability may be limited, negatively

impacting our financial performance .

regulations governing biotechnology, pharmaceuticals, and investments could negatively impact our business.

portfolio companies and investment strategies are subject to extensive government regulation, which varies across federal, state, and

international markets.

Changes in laws governing biotechnology, drug approvals, licensing, and investment disclosures could impact our

ability to develop, acquire, or commercialize biotechnology assets.

Regulatory challenges may include:

or restrictions on product approvals due to changes in FDA or EMA guidelines.

compliance costs related to clinical trials, manufacturing, and post-market surveillance.

● Limitations

on licensing agreements or commercial partnerships due to regulatory uncertainties.

● Restrictions

on investment strategies within PMGC Capital LLC, including compliance with SEC, FINRA, or global financial regulations.

law changes affecting intellectual property protections for portfolio assets.

trends show increasing scrutiny over biotechnology ingredients, drug pricing, and marketing practices, requiring us to adapt our business

model, investment strategies, and licensing terms to comply with evolving laws.

If regulatory changes negatively impact biotechnology

valuations, investment returns, or portfolio company operations, our financial condition, business performance, and future growth prospects

could be negatively affected.

regulations and private party actions relating to the marketing and advertising of biotechnology and pharmaceutical products may restrict,

inhibit, or delay commercialization efforts.

portfolio companies and licensing partners are subject to strict advertising and promotional regulations governing biotechnology, pharmaceuticals,

and medical devices.

If a portfolio company markets or advertises a product outside of its approved indications, regulatory agencies

such as the FDA, Federal Trade Commission (“FTC”), or international health authorities could issue warning letters, impose

fines, or initiate enforcement actions that may result in mandatory corrective measures or product sales restrictions.

Additionally,

government agencies regulate claims related to product efficacy, safety, and comparative benefits.

Regulators may require robust clinical

evidence to substantiate marketing claims, and failure to meet these requirements could lead to demand for claim modifications, product

labeling revisions, or advertising restrictions.

● Unauthorized

health claims, exaggerated efficacy statements, or misleading promotions could trigger regulatory scrutiny, fines, or forced marketing

in international advertising laws create compliance challenges, requiring us and our portfolio companies to adapt promotional strategies

across different jurisdictions.

to comply with the FTC’s Guides on Endorsements and Testimonials could lead to enforcement actions requiring transparent disclosures,

limitations on marketing partnerships, or penalties for misleading advertising.

regulatory authorities impose restrictions on advertising or promotional claims, it could delay product adoption, limit revenue generation,

and negatively impact commercialization efforts for our portfolio companies.

Such actions could also damage investor confidence, impact

licensing opportunities, and hinder our ability to monetize biotechnology assets effectively and negatively impact our financial performance.

development and acquisition of therapeutic product candidates could expose us to significant legal and regulatory risks.

acquisition and development of innovative therapeutic product candidates, specifically with our lead asset, EL-22, could expose us to

significant legal and regulatory risks.

The development and commercialization of therapeutic product candidates, including EL-22, are

subject to extensive regulation by the FDA and other regulatory authorities.

The regulations govern all aspects of product development,

including pre-clinical studies, clinical trials, manufacturing and marketing.

Any failure to comply with the regulations might result

in significant delays in product development, approval and commercialization or suspension or termination of clinical trials.

Any non-compliance

could lead to enforcement actions, including warning letters, fines, injunctions and withdrawal of marketing approvals.

ability to proceed with human clinical trials for our product candidates is contingent upon receiving FDA clearance of our IND submission.

If the FDA requires us to provide extensive additional data to demonstrate safety and efficacy, including without limitation, generating

additional preclinical data, conducting further toxicology or pharmacology studies or addressing unforeseen issues, we may face significant

delays or be unable to proceed as planned.

In addition, as one of the first companies pursuing an oral myostatin formulation combined

with GLP-1 receptor agonists, we may encounter heightened regulatory scrutiny.

Regulators may impose unexpected conditions, mandate more

extensive trials or request additional safety and efficacy data, all of which could increase our costs and delay timelines.

unexpected requirements or delays in the approval process could adversely impact our ability to bring EL-22, or any of our other therapeutic

product candidates, to market and achieve commercial success.

license from a third party the rights to product candidates related to the potential prevention and treatment of muscular and obesity-related

conditions, and are therefore subject to the risk that we lose the license after investing substantial resources into the research and

development of these product candidates.

a License Agreement entered into on April 30, 2024 between MOA Life Plus Co., Ltd., a South Korean corporation (“MOA”) and

the Company (“License Agreement”), MOA granted the Company an exclusive license to commercialize under certain of MOA’s

patent rights concerning two licensed products,:

(i) a clinical stage engineered probiotic expressing myostatin and, (ii) preclinical

engineered probiotic expressing dual myostatin & activin-A antigens (collectively, “Licensed Products”).

If MOA terminates

the License Agreement, or if we breach our obligations under the License Agreement, which include, amongst other things, using commercially

reasonable efforts to develop the Licensed Products in accordance with the License Agreement, or the license expires before we can successfully

commercialize a product candidate, or investment in research, development, and commercialization efforts for such product candidate(s)

would be lost.

Additionally, if we or MOA fail to adequately protect or informed the related intellectual property rights relating to

the Licensed Products, we may not realize the perceived or potential benefits of the License Agreement.

we expect to continue to rely on third parties to conduct, supervise and monitor pre-clinical and clinical trials with respect to the

Licensed Products, if these third parties fail to perform in a satisfactory manner and one that meets applicable regulatory, scientific

and safety requirements, it may materially harm our business.

will rely on CROs and other third parties to ensure the proper and timely conduct of our pre-clinical and clinical trials for the Licensed

While we establish agreements governing the activities of such CROs and other third parties, we and our partners will have

limited influence over their actual performance.

Nevertheless, we and our partners will be responsible for ensuring that each of our

clinical trials is conducted in accordance with its protocol, and that all legal, regulatory and scientific standards are met.

on the CROs and other third parties does not relieve us of our regulatory responsibilities.

our partners and our CROs must comply with current Good Clinical Practices, or cGCPs, as defined by the FDA and the International Conference

on Harmonization, for conducting, recording and reporting the results of preclinical studies and clinical trials, to ensure that data

and reported results are credible and accurate and that the rights, integrity and confidentiality of clinical trial participants are

The FDA enforces these cGCPs through periodic inspections of trial sponsors, principal investigators, and clinical trial sites.

If we or our CROs fail to comply with cGCPs, the clinical data generated in our clinical trials may be deemed unreliable and the FDA

or other regulators may require us to perform additional clinical trials before approving any marketing applications.

Our clinical trials

will require a sufficiently large number of test subjects to evaluate the safety and effectiveness of a product candidate.

fail to comply with these regulations or fail to recruit a sufficient number of patients, fail to recruit properly qualified patients

or fail to properly record or maintain patient data, we may be required to repeat such clinical trials, which would delay the regulatory

approval process.

contracted CROs will not be our employees, and we cannot control whether they devote sufficient time and resources to our clinical and

nonclinical programs.

These CROs may also have relationships with other commercial entities, including our competitors, for whom they

may also be conducting clinical trials, or other drug development activities that could harm our competitive position.

If our CROs do

not successfully carry out their contractual duties or obligations, fail to meet expected deadlines, or if the quality or accuracy of

the clinical data they obtain is compromised due to failing to adhere to our clinical protocols or regulatory requirements, or for any

other reasons, our clinical trials may be extended, delayed or terminated, and we may not obtain regulatory approval for, or successfully

commercialize our product candidates.

Our financial results and the commercial prospects for such products and any product candidates

we develop would be harmed, our costs could increase, and our ability to generate revenues could be delayed.

also expect to rely on other third parties to manufacture, store and distribute drug products for any clinical trials we may conduct.

Any performance failure or defect resulting from our manufacturers or distributors could delay or hinder clinical development or marketing

approval of our product candidates or commercialization of our products, if approved, producing additional losses and depriving us of

potential product revenue.

our future commercial success with respect to the Licensed Products depends on gaining regulatory approval for our products, we cannot

generate revenue without obtaining approvals.

long-term success and generation of revenue with respect to the Licensed Products will depend upon the successful development of these

product candidates from our research and development activities.

Product development is very expensive and involves a high degree of

Only a small number of research and development programs result in the commercialization of a product.

For example, the FDA indicates

that approximately 70% of drugs proceed past Phase 1 studies, 33% proceed past Phase 2, and just 25%-30% proceed past Phase 3 to Phase

4 which is the final phase in the FDA review and approval process for marketing therapeutic product candidates.

The process for obtaining

regulatory approval to market product candidates is expensive, usually takes many years, and can vary substantially based on the type,

complexity, and novelty of the product candidates involved.

Our ability to generate revenue from the Licensed Products would be adversely

affected if we are delayed or unable to successfully develop our products.

cannot guarantee that any marketing application for our product candidates will be approved.

If we do not obtain regulatory approval

of our products or we are significantly delayed or limited in doing so, we cannot generate revenue, and we may need to significantly

curtail operations.

we are unable to successfully complete preclinical testing and clinical trials of the Licensed Products or experience significant delays

in doing so, our business will be materially harmed.

expect to invest material efforts and financial resources in the development of the Licensed Products.

Our ability to generate product

revenues, which we do not expect will occur for many years, if ever, will depend heavily on the successful development and eventual commercialization

Our biotechnology subsidiary, Northstrive Biosciences, is at an early

stage of product development, and we may not develop products that can be successfully commercialized.

Northstrive Biosciences is at an early stage of

product development.

As of the date of this Annual Report, we have not commercialized any therapeutic products.

Our lead asset, EL-22,

has completed a Phase 1 clinical trial in South Korea but has not yet been tested in human subjects in the United States.

Our second asset,

EL-32, is in the preclinical stage.

A key element of our growth strategy depends on our ability to develop and advance these product candidates

through clinical trials, obtain regulatory approvals, and ultimately commercialize products, which may take many years and may never occur.

We may not be able to successfully commercialize or synthesize any of our product candidates at a scale that is profitable.

candidates may prove to have undesirable and unintended side effects or other characteristics adversely affecting their safety, efficacy

or cost effectiveness that could prevent or limit their use.

Because our future commercial success with

respect to our Licensed Products (as defined below) depends on gaining regulatory approval, we cannot generate therapeutic revenue without

obtaining such approvals.

Our long-term success and generation of revenue

with respect to the Licensed Products will depend upon the successful development of these product candidates from our research and development

Product development is very expensive and involves a high degree of risk.

Only a small number of research and development

programs result in the commercialization of a product.

The process for obtaining regulatory approval to market product candidates is expensive,

usually takes many years, and can vary substantially based on the type, complexity, and novelty of the product candidates involved.

ability to generate revenue from the Licensed Products would be adversely affected if we are delayed or unable to successfully develop

our products.

We cannot guarantee that any marketing application

for our product candidates will be approved.

If we do not obtain regulatory approval of our products or we are significantly delayed or

limited in doing so, we cannot generate therapeutic revenue, and we may need to significantly curtail operations related to Northstrive

(“Field” means (a) all prophylactic

and therapeutic uses in humans, including but not limited to the prevention and treatment of muscular (including, but not limited to,

Duchenne muscular dystrophy and sarcopenia), obesity, metabolic, renal, cardiovascular, psychological, psychiatric, neurologic, and endocrine

conditions in humans;

and (b) all uses in animal health, including all applications as a feed additive.

“Licensed Products” means any therapeutic product or course

of treatment, in the Field comprising one or more Compound(s) including any Improvement(s) thereto.

Capitalized terms in this definition

not defined herein have the meanings set forth in the License Agreement between the Company and MOA Life Plus Co., Ltd (“MOA”)

dated April 30, 2024, as amended, and as assigned to Northstrive Biosciences on February 28, 2025).

The development and acquisition of therapeutic

product candidates could expose us to significant legal and regulatory risks.

Our acquisition and development of innovative therapeutic product candidates,

specifically with our lead asset, EL-22, could expose us to significant legal and regulatory risks.

The development and commercialization

of therapeutic product candidates, including EL-22, are subject to extensive regulation by the FDA and other regulatory authorities.

regulations govern all aspects of product development, including pre-clinical studies, clinical trials, manufacturing and marketing.

failure to comply with the regulations might result in significant delays in product development, approval and commercialization or suspension

or termination of clinical trials.

Any non-compliance could lead to enforcement actions, including warning letters, fines, injunctions

and withdrawal of marketing approvals.

The ability to proceed with human clinical trials for our product candidates

is contingent upon receiving FDA clearance of our eventual IND submission.

If the FDA requires us to provide extensive additional data

to demonstrate safety and efficacy, including without limitation generating additional preclinical data, conducting further toxicology

or pharmacology studies or addressing unforeseen issues, we may face significant delays or be unable to proceed as planned.

as one of the first companies pursuing an oral myostatin formulation combined with GLP-1 receptor agonists, we may encounter heightened

regulatory scrutiny.

Regulators may impose unexpected conditions, mandate more extensive trials or request additional safety and efficacy

data, all of which could increase our costs and delay timelines.

If we are unable to successfully complete

preclinical testing and clinical trials of the Licensed Products or experience significant delays in doing so, our business will be materially

We expect to invest material efforts and financial

resources in the development of the Licensed Products.

Our ability to generate product revenues from our therapeutic candidates, which

we do not expect will occur for many years, if ever, will depend heavily on the successful development and eventual commercialization

of the Licensed Products.

commercial success of the Licensed Products will depend on several factors, including:

completion of preclinical studies and clinical trials;

of marketing and pricing approvals from regulatory authorities;

and maintaining patent and trade secret protection for the Licensed Products;

● establishing

The commercial success of the Licensed Products

will depend on several factors, including successful completion of preclinical studies and clinical trials;

receipt of marketing and pricing

approvals from regulatory authorities;

obtaining and maintaining patent and trade secret protection for the Licensed Products;

and maintaining manufacturing relationships with third parties or establishing our own manufacturing capability;

● commercializing

our products, if and when approved, whether alone or in collaboration with others.

we do not achieve one or more of these factors in a timely manner or at all, we could experience significant delays or an inability to

successfully complete development of, or to successfully commercialize, the Licensed Products, which would materially harm our business.

Most pharmaceutical products that do overcome the long odds of drug development and achieve commercialization still do not recoup their

cost of capital.

If we are unable to design and develop each drug to meet a commercial need far in the future, the approved drug may

become a commercial failure and our investment in those development and commercialization efforts will have been commercially unsuccessful.

Licensed Products may cause adverse effects or have other properties that could delay or prevent their regulatory approval or limit the

scope of any approved label or market acceptance.

events (“AEs”) or serious adverse events (“SAEs”), that may be observed during clinical trials of the Licensed

Products could cause us, other reviewing entities, clinical trial sites or regulatory authorities to interrupt, delay or halt such trials

and could cause denial of regulatory approval.

If AEs or SAEs are observed in any clinical trials of the Licensed Products, our ability

to obtain regulatory approval for the Licensed Products may be negatively impacted.

or unexpected side effects caused by an approved product could result in significant negative consequences, including the following:

regulatory authorities

may withdraw prior approval of the product or impose restrictions on its distribution in the form of a modified risk evaluation and

mitigation strategy (“REMS”) which may restrict the manner in which the product can be distributed or administered;

we may be required to add

labeling statements, such as warnings or contraindications;

we may be required to change

the way the product is administered or conduct additional clinical trials;

we may decide or be forced

to temporarily or permanently remove the affected product from the marketplace;

we could be sued and held

liable for harm caused to patients;

our reputation may suffer.

events could prevent us or our partners from achieving or maintaining market acceptance of the affected product and could substantially

increase the costs of commercializing the Licensed Products and impair our ability to generate revenues from the commercialization of

these products.

third parties may be developing competitive products without our knowledge, we may later learn that competitive products are superior

to the Licensed Products which may force us to terminate our research efforts of one or more product candidates.

face potential competition from companies that may be developing competitive products that are superior to one or more of the Licensed

If in the future, we learn of the existence of one or more competitive products, we may be required to:

cease our development efforts

for a product candidate;

cause a partner to terminate

its support of a product candidate;

cause a potential partner

to terminate discussions about a potential license.

of these events may occur after we have spent substantial sums in connection with the clinical research of one or more product candidates.

divestiture of our Elevai Skincare business could negatively impact our operations and strategic positioning.

January 2025, we completed the divestiture of our Elevai Skincare business as part of our strategic shift toward a biotechnology-focused

holding company.

While this divestiture enables us to focus on our core business of acquiring and developing biotechnology assets, it

may result in operational, legal, and strategic challenges, including:

Disruptions in operations

and market perception:

The transition away from the skincare segment may cause short-term operational inefficiencies, impact our

brand recognition, and result in adverse market perception, potentially affecting investor confidence and market valuation.

Legal claims from former

Employees who were terminated as part of the divestiture may bring claims against us for wrongful termination, severance

disputes, or other employment-related matters.

Even if meritless, these claims could lead to legal expenses, reputational risks,

and potential financial settlements.

Loss of strategic relationships:

The sale of the skincare business may result in the loss of long-standing customer relationships, distribution partners, and supplier

agreements, impacting our ability to leverage past business networks.

Limited diversification

and growth constraints:

While the divestiture aligns with our biotechnology investment strategy, it reduces business diversification,

potentially limiting future growth opportunities.

we fail to manage this transition effectively, we may incur unforeseen costs, legal liabilities, and operational inefficiencies, which

could adversely impact our financial condition, results of operations, and long-term growth prospects.

International

trade disputes, including U.S.

trade tariffs and retaliatory tariffs, could adversely impact our business.

International

trade disputes, including threatened or implemented tariffs by the United States and threatened or implemented tariffs by foreign countries

in retaliation, could adversely impact our business.

Many of our tenants sell imported goods and tariffs or other trade restrictions

could increase costs for these tenants.

To the extent our tenants are unable to pass these costs on to their customers, our tenants could

be adversely impacted.

In addition, international trade disputes, including those related to tariffs, could result in inflationary

pressures that directly impact our costs, such as costs for steel, lumber and other materials applicable to our redevelopment projects.

Trade disputes could also adversely impact global supply chains which could further increase costs for us and our tenants or delay delivery

of key inventories and supplies.

political, trade, regulatory developments, and other circumstances beyond our control, could have a material adverse effect on our financial

condition or results of operations.

political, trade, or regulatory developments in the jurisdictions in which we sell our products, such as those stemming from the change

federal administration, are difficult to predict and may have a material adverse effect on us.

Similarly, changes in U.S.

policy that affect the geopolitical landscape could give rise to circumstances outside our control that could have negative impacts on

our business operations.

For example, during the prior Trump administration, increased tariffs were implemented on goods imported

into the U.S., particularly from China, Canada, and Mexico.

On February 1, 2025, the U.S.

imposed a 25% tariff on imports from Canada

and Mexico, which were subsequently suspended for a period of one month, and a 10% additional tariff on imports from China.

Historically,

tariffs have led to increased trade and political tensions, between not only the U.S.

and China, but also between the U.S.

countries in the international community.

In response to tariffs, other countries have implemented retaliatory tariffs on U.S.

Political tensions as a result of trade policies could reduce trade volume, investment, technological exchange, and other economic activities

between major international economies, resulting in a material adverse effect on global economic conditions and the stability of global

financial markets.

Any changes in political, trade, regulatory, and economic conditions, including, but not limited to, U.S.

trade policies, could have a material adverse effect on our financial condition or results of operations.

changes or actions may alter the nature of an investment in us or restrict the use of cryptocurrencies in a manner that adversely affects

our business, prospects, or operations.

cryptocurrencies have grown in both popularity and market size, governments around the world have reacted differently to cryptocurrencies;

certain governments have deemed them illegal, and others have allowed their use and trade without restriction, while some jurisdictions,

such as the United States, subject the mining, ownership and exchange of cryptocurrencies to extensive, and in some cases overlapping,

unclear and evolving regulatory requirements.

January 2025, U.S.

President Donald Trump issued an executive order forming a presidential working group to establish a clear regulatory

framework for digital assets, and leaders in both houses of the U.S.

Congress have announced a bicameral working group with the objective

of passing legislation to provide regulatory clarity for the industry.

Committees in both houses of the U.S.

Congress have held hearings

to ensure fair access to financial services, including for companies operating in the digital asset space.

Additionally, President Trump and

members of the U.S.

Congress announced that they are studying the possibility of creating a national strategic digital asset reserve

to include Bitcoin, and at least twelve states have introduced legislation to create strategic Bitcoin reserves.

these ongoing regulatory developments appear to be positive, and we anticipate greater regulatory certainty in the future, given the

difficulty of predicting the outcomes of ongoing and future regulatory actions and legislative developments, it is possible that future

developments could have a material adverse effect on our business, prospects, or operations.

business, operations, financial position and clinical development plans and timelines, could be materially adversely affected by the

continuing military action in Ukraine and the war between Israel and Hamas.

a result of the military action commenced in February 2022 by the Russian Federation and Belarus in Ukraine and the war between Israel

and Hamas commenced in October 2023, and related economic sanctions imposed or that may in the future be imposed by certain governments,

our financial position and operations may be materially and adversely affected.

As our ability to continue to operate will be dependent

on raising debt and equity finance, any adverse impact to those markets as a result of these conflicts, including due to increased market

volatility, decreased availability in third-party financing and/or a deterioration in the terms on which it is available (if at all),

could negatively impact our business, results of operations, cash flows, financial condition, and/or prospects.

The extent of any potential

impact is not yet determinable, however.

Related to Our Dependence on Third Parties

depend on our collaborators to help us develop and test our proposed products, and our ability to develop and commercialize products

may be impaired or delayed if collaborations are unsuccessful.

strategy for the development, product testing and commercialization of our proposed products may require entering into collaborations

with corporate partners, licensors, licensees and others.

We may then be dependent upon the subsequent success of these other parties

in performing their respective responsibilities and the continued cooperation of our partners.

Our potential collaborators may not cooperate

with us or perform their obligations under our agreements with them.

We cannot control the amount and timing of our collaborators’

resources that will be devoted to our research and development activities related to our collaborative agreements with them.

Our collaborators

may choose to pursue existing or alternative technologies in preference to those being developed in collaboration with us.

agreements with collaborators, we may rely significantly on such collaborators to, among other things:

and conduct product testing and studies to demonstrate aesthetic improvement;

research and development activities with us;

us fees upon the achievement of milestones;

with us any commercial products that result from our collaborations.

we collaborate with others in the development and commercialization of potential products, those expected product pipeline timelines

may be delayed if collaborators fail to conduct these activities in a timely manner, or at all.

In addition, our potential collaborators

could terminate their agreements with us, and we may not receive any development or milestone payments.

If we do not achieve milestones

set forth in the agreements, or if our collaborators breach or terminate their collaborative agreements with us, our business may be

materially harmed.

reliance on the activities of our non-employee consultants, third-party vendors, and operational contractors, whose activities are not

wholly within our control, may lead to delays in development of our proposed products.

an early-stage company, we rely extensively upon and have relationships with in-house consultants and with expertise in strategy or other

business matters.

These consultants are not our employees and may have commitments to, or consulting or advisory contracts with, other

entities that may limit their availability to us.

We have limited control over the activities of these consultants and, except as otherwise

required by our collaboration and consulting agreements to the extent they exist, can expect only limited amounts of their time to be

dedicated to our activities.

These consultants may have commitments to other commercial and non-commercial entities.

We have limited

control over the operations of our consultants and can expect only limited amounts of time to be dedicated to our research, development

and business goals.

and commercializing our

products, if and when approved, whether alone or in collaboration with others.

If we do not achieve one or more of these factors

in a timely manner or at all, we could experience significant delays or an inability to successfully complete development of, or to successfully

commercialize, the Licensed Products, which would materially harm our business.

Most pharmaceutical products that do overcome the long

odds of drug development and achieve commercialization still do not recoup their cost of capital.

The Licensed Products may cause adverse

effects or have other properties that could delay or prevent their regulatory approval or limit the scope of any approved label or market

Adverse events or serious adverse events that may be observed during

clinical trials of the Licensed Products could cause us, other reviewing entities, clinical trial sites or regulatory authorities to interrupt,

delay or halt such trials and could cause denial of regulatory approval.

Serious or unexpected side effects caused by an approved product

could result in significant negative consequences, including regulatory withdrawal of approval, mandatory labelling changes, additional

clinical trials, removal from the marketplace, patient litigation, and reputational damage.

These events could prevent us or our partners

from achieving or maintaining market acceptance of the affected product and could substantially increase the costs of commercializing

the Licensed Products.

We license from a third party the rights to our therapeutic product

candidates and are therefore subject to the risk that we lose this license after investing substantial resources.

Under the License Agreement with MOA, MOA granted Northstrive Biosciences

an exclusive license to commercialize under certain of MOA’s patent rights concerning two Licensed Products:

(i) a clinical stage

engineered probiotic expressing myostatin (EL-22) and (ii) a preclinical engineered probiotic expressing dual myostatin & activin-A

antigens (EL-32).

If MOA terminates the License Agreement under the terms thereunder, including, amongst other things, if we breach our

obligations under the License Agreement, or the license expires before we can successfully commercialize a product candidate, our investment

in research, development, and commercialization efforts for such product candidate(s) would be lost.

Additionally, if we or MOA fail to

adequately protect the related intellectual property rights relating to the Licensed Products, we may not realize the perceived or potential

benefits of the License Agreement.

Our products under development could be

rendered obsolete by technological or other medical advances.

Our products under development may be rendered

obsolete or uneconomical by our competitors’ products or technological advances or those advances within other markets that may better

or more inexpensively address the conditions that our products are designed to address.

Biotechnology is rapidly developing and could

undergo significant change in the future.

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

to address associated conditions such as muscle wasting, and research and discoveries by other bioengineering, pharmaceutical or other

companies may render our technologies or potential products uneconomical or result in products superior to those we develop.

Since we rely on third parties to conduct,

supervise and monitor pre-clinical and clinical trials, their failure to perform satisfactorily may materially harm our business.

We rely on contract research organizations (“CROs”) and

other third parties to ensure the proper and timely conduct of our pre-clinical and clinical trials for the Licensed Products.

have agreements governing the activities of such CROs and other third parties, we cannot guarantee the actual performance of these CROs

and third parties.

Nevertheless, we will be responsible for ensuring that each of our clinical trials is conducted in accordance with

its protocol, and that all legal, regulatory and scientific standards are met.

Our reliance on CROs and other third parties does not relieve

us of our regulatory responsibilities.

If we or our CROs fail to comply with cGCPs, which are the ethical,

scientific, and quality standards established by the FDA and the International Council for Harmonisation of Technical Requirements for

Pharmaceuticals for Human Use for the design, conduct, performance, monitoring, auditing, recording, analysis, and reporting of clinical

trials, the clinical data generated in our clinical trials may be deemed unreliable and the FDA or other regulators may require us to

perform additional clinical trials before approving any marketing applications.

If our CROs do not successfully carry out their contractual

duties or obligations, fail to meet expected deadlines, or if the quality or accuracy of the clinical data they obtain is compromised,

our clinical trials may be extended, delayed or terminated, and we may not obtain regulatory approval for our product candidates.

Because third parties may be developing

competitive products without our knowledge, we may later learn that competitive products are superior to the Licensed Products.

We face potential competition from companies that may be developing

competitive products that are superior to one or more of the Licensed Products.

If in the future we learn of the existence of one or more

competitive products, we may be required to cease our development efforts for a product candidate, cause a partner to terminate its support

of a product candidate, or cause a potential partner to terminate discussions about a potential license.

Any of these events may occur

after we have expended substantial amounts in connection with the clinical research of one or more product candidates.

Our therapeutic products may be expensive

to manufacture, and they may not be profitable if we are unable to control the costs to manufacture them.

Our therapeutic products may be significantly more expensive to manufacture

than other products currently on the market.

We hope to substantially reduce manufacturing costs through process improvements, development

of new methods, increases in manufacturing scale and outsourcing to experienced manufacturers.

If we are not able to make these improvements,

our profit margins may be significantly less than those of competitive products.

In addition, we may not be able to charge a high enough

price for any product we develop, even if they are safe and effective, to make a profit.

If we are unable to realize significant profits

from our pipeline products, our business will be materially and adversely impacted.

Risks Related to Pacific Sun Packaging, Inc.

(Specialty Packaging)

Pacific Sun Packaging operates in a competitive

industry and may face pricing pressure from larger competitors.

The packaging industry is highly competitive and

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

Pacific Sun Packaging competes primarily on the

basis of specialization in component-level IT hardware packaging, custom engineering capabilities, and reputation for reliability.

competitors may have significantly greater financial, manufacturing, marketing and distribution resources.

If competitors offer comparable

products at lower prices or invest in technologies that render our packaging solutions less competitive, Pacific Sun’s revenue and

margins could be adversely affected.

Pacific Sun Packaging’s revenue depends

on the IT hardware industry, which is subject to cyclical and secular changes.

Pacific Sun Packaging designs and supplies custom-engineered

protective packaging for IT hardware components, including CPUs, memory modules, SSDs, HDDs, and fiber-optic transceivers.

Pacific Sun’s products is driven by activity levels in the semiconductor, data center, and networking equipment supply chains.

These industries

are subject to cyclical downturns, shifts in technology, and changes in end-market demand.

A decline in IT hardware production, changes

in component form factors that reduce the need for specialized packaging, or a shift to packaging solutions that do not require Pacific

Sun’s products could materially and adversely affect Pacific Sun’s revenue and results of operations.

Pacific Sun Packaging is dependent on a

limited number of suppliers for raw materials and components.

A significant portion of Pacific Sun’s inventory

purchases are concentrated among a limited number of key suppliers.

Although we believe that alternative suppliers are available, a disruption

in supply from one or more of these key suppliers, or a significant increase in the cost of raw materials, could adversely affect Pacific

Sun’s ability to fulfill customer orders on a timely basis and at acceptable margins.

Risks Related to AGA Precision Systems LLC

(Precision Manufacturing)

AGA Precision Systems operates in industries

subject to stringent regulatory requirements, including International Traffic in Arms Regulations.

AGA Precision Systems operates in industries subject to export control

laws and regulations, including the ITAR.

AGA is ITAR-registered and maintains AS9100 certification, reflecting the stringent quality

and regulatory requirements of its aerospace and defense customers.

Compliance with these regulations is complex and costly.

to comply could result in significant penalties, loss of export privileges, reputational harm, restrictions on our ability to conduct

business with certain customers, including U.S.

government and defense contractors, and potential debarment from government contracting.

Changes in export control regulations, trade restrictions, tariffs, or international sanctions could also adversely affect AGA’s

ability to conduct business and serve its customers.

Maintaining and renewing industry certifications,

including AS9100, is critical to AGA’s ability to serve its customers.

AGA Precision Systems holds AS9100 certification,

which is required or strongly preferred by many aerospace and defense customers.

Loss of or failure to renew this certification, or failure

to meet evolving certification standards, could result in the loss of existing customers, inability to bid on new contracts, and reputational

The certification process requires ongoing compliance with quality management standards, investment in systems and personnel,

and periodic audits.

There can be no assurance that AGA will maintain its certifications at all times, and any lapse could have a material

adverse effect on AGA’s revenue and competitive position.

AGA Precision Systems has incurred, and

may continue to incur, significant repair and maintenance costs, and the condition of its equipment may require ongoing capital investment.

Following the acquisitions of AGA Precision Systems and certain assets

of Indarg Engineering, Inc., we incurred significant costs related to building maintenance, machine repair and recalibration of equipment.

These costs were necessary to optimize operations and maintain the useful lives of acquired equipment.

There can be no assurance that

additional significant repair, maintenance or capital expenditure costs will not be required in the future.

If the acquired equipment

requires replacement or further significant investment, our results of operations and cash flows could be adversely affected.

AGA Precision Systems has historically operated

without a formal sales and marketing function, which may limit its growth.

AGA Precision Systems has historically grown via referrals and repeat

orders without a formalized sales or marketing department.

While we believe there is opportunity to augment growth via more proactive

business development, we cannot assure you that investments in sales and marketing efforts will result in meaningful revenue growth.

we are unable to expand AGA’s customer base beyond its existing network of relationships, AGA’s growth may be limited and

its financial performance may be adversely impacted.

Risks Related to All Operating Subsidiaries

Our operations across multiple industries

expose us to diverse and potentially conflicting market risks.

We operate in multiple industries, including biotechnology,

aerospace and defense manufacturing, specialty packaging, and financial investments.

These industries are subject to different economic

cycles, regulatory frameworks, and competitive pressures.

Adverse developments in any one sector may not be offset by performance in other

segments, and the diversification of our operations may not mitigate overall risk as expected.

A downturn affecting one or more of our

operating sectors could have a disproportionate impact on our consolidated results.

We may be subject to liability for workplace

safety and employment-related claims across our operating subsidiaries.

Our manufacturing subsidiaries operate facilities that involve the use of heavy machinery, hazardous materials,

and industrial processes that present inherent risks of workplace accidents and injuries.

We are subject to federal, state and local occupational

safety and health laws and regulations, including those administered by the Occupational Safety and Health Administration ( “OSHA”).

Failure to comply with these requirements could result in fines, penalties, work stoppages, or litigation.

In addition, employment-related

claims, including claims related to wages, benefits, discrimination, harassment, wrongful termination, or misclassification of employees

or independent contractors, could result in significant legal costs and liabilities.

We rely in part on employees seconded from entities

controlled by our Chief Executive Officer and Chairman pursuant to the Company’s secondment agreements with each, and the classification

and treatment of these individuals could be subject to challenge by regulatory authorities.

Our insurance coverage may be inadequate

to protect us against all potential losses and liabilities.

We maintain insurance coverage that we believe

is customary for businesses of our size and type;

however, there can be no assurance that our insurance will be sufficient to cover all

potential claims, liabilities or losses, including product liability, property damage, business interruption, cybersecurity incidents,

environmental liabilities, and professional liability.

Certain types of losses may be uninsurable or may only be insurable at prohibitive

If we incur losses or liabilities that exceed or are not covered by our insurance, our financial condition and results of operations

could be materially adversely affected.

A portion of our revenue may be derived

from a limited number of customers.

Certain of our subsidiaries may depend on a limited number of key customers

or contracts.

The loss of one or more significant customers, a reduction in orders, or unfavorable changes in the terms of business with

these customers could materially adversely affect our revenue and operating results.

Our recently acquired subsidiaries, Pacific Sun Packaging

and AGA, are in the early stages of operating under PMGC’s ownership, and customer relationships established by prior owners may

not transfer smoothly or be maintained over time.

Disruptions in supply chains or manufacturing

operations could adversely affect our business.

Our manufacturing and packaging operations depend

on the availability of raw materials, components, and third-party services.

Disruptions in supply chains, including those caused by geopolitical

events, inflation, tariffs, trade restrictions, natural disasters, pandemics, labor disputes, supplier insolvency or supplier concentration,

could increase costs, delay production and impair our ability to fulfill customer orders.

If we are unable to maintain adequate supply

chain resilience across our operating subsidiaries, our revenue, margins and customer relationships could be adversely affected.

A disruption in our operations could have

an adverse effect on our business.

Our operations, including those of our subsidiaries, third-party suppliers

and distribution partners, are subject to the risks inherent in manufacturing and distribution activities, including industrial accidents,

environmental events, strikes and other labor disputes, disruptions in information systems, product quality control, safety and licensing

requirements and other regulatory issues, as well as natural disasters, pandemics or other public health emergencies, acts of terrorism

and other external factors beyond our control.

The loss of, or damage to, any of our operating facilities or those of our key suppliers

may have an adverse effect on our business, financial condition, results of operations and prospects.

To sustain our growth, we will need to increase

the size of our organization, and we may encounter difficulties managing growth across multiple subsidiaries.

If we are able to successfully grow our operating subsidiaries and

execute additional acquisitions, we may experience significant growth in the number of our employees and the scope of our operations across

disparate industries.

The resulting growth will place significant demands on our financial, managerial and operational resources.

not be able to accurately forecast the number of employees required, the timing of their hire or the associated costs of expansion.

success will depend on the ability of our executive officers and senior management to implement and improve operational, information management

and financial control systems across multiple businesses and to expand, train and manage our employee base.

Our inability to manage growth

effectively may cause our operating costs to grow faster than anticipated and adversely affect our results of operations.

RISKS RELATED TO OUR INVESTMENT ACTIVITIES

(PMGC CAPITAL)

Capital LLC may be deemed an “investment company” under the Investment Company Act of 1940, which could impose significant

regulatory burdens.

PMGC Capital LLC is a multi-strategy investment firm engaged in investing,

lending and pursuing diversified investment opportunities.

If we are deemed to be an investment company under the Investment Company Act

of 1940, as amended (the “1940 Act”), we would become subject to extensive regulation, which could impose significant compliance

costs and operational restrictions.

Under the 1940 Act, a company may be deemed to be an investment company if more than 40% of its total

assets (exclusive of cash and U.S.

government securities) consist of “investment securities.” We must ensure that we do not

exceed this threshold.

If we fail to maintain our exclusion from the 1940 Act, we could be required to register as an investment company,

which would impose significant limitations on our capital structure, affiliate transactions and other aspects of our business, or we could

be required to restructure our operations or divest certain assets.

Any such outcome could materially adversely affect our business, financial

condition, and operations.

PMGC Capital’s investment activities subject

us to market risk, and we may incur losses on our investment portfolio.

Through PMGC Capital, we hold investments in publicly traded equity

securities, private company stock, and convertible debentures.

These investments are subject to market risk, including fluctuations in

the market prices of publicly traded securities, credit risk associated with debt instruments, and liquidity risk associated with private

company investments.

We have in the past recognized, and may in the future recognize, realized and unrealized losses on our investment

There can be no assurance that our investments will appreciate in value or that we will not incur additional losses.

Poor investment

performance may adversely affect our financial results and our ability to fund operations.

RISKS RELATED TO REGULATORY, LEGAL AND INTELLECTUAL

PROPERTY MATTERS

We may become subject to litigation, regulatory

proceedings, or governmental investigations that could be costly and time-consuming.

From time to time, we may be subject to legal

proceedings, claims, disputes, regulatory inquiries, or governmental investigations arising in the ordinary course of business or otherwise.

Such matters may include contract disputes, employment claims, intellectual property disputes, product liability claims, stockholder litigation,

regulatory enforcement actions, or claims arising from our acquisitions or divestitures.

Litigation and regulatory proceedings are inherently

uncertain, and adverse outcomes could result in significant monetary damages, injunctive relief, penalties, or restrictions on our business

Even if we prevail, the costs of defending against such claims may be substantial and could divert management’s attention

from our business operations.

We are subject to anti-corruption, anti-bribery,

and similar laws, and non-compliance could expose us to significant penalties.

We are subject to the U.S.

Foreign Corrupt Practices

Act, and other anti-corruption and anti-bribery laws and regulations.

As we expand our operations, pursue international business relationships,

and engage third-party consultants, distributors and partners, our exposure to these laws increases.

Any violation or alleged violation

could result in significant criminal and civil penalties, sanctions, and reputational harm.

Our policies and procedures designed to promote

compliance with these laws may not be effective in preventing all violations by our employees, consultants, agents, or business partners.

Changes in U.S.

trade policy, tariffs, and

international relations could adversely affect our supply chain and cost structure.

Our manufacturing and packaging operations depend

on materials and components that may be sourced domestically or internationally.

Changes in U.S.

trade policy, including the imposition

or escalation of tariffs, export controls, sanctions, or trade restrictions, could increase our costs, disrupt our supply chains, or limit

our ability to serve certain customers.

AGA Precision Systems operates in the aerospace and defense sector, which is particularly sensitive

to changes in government policy, defense spending priorities, and international relations.

Adverse changes in any of these areas could

materially affect our revenue and profitability.

If we fail to protect or enforce our intellectual

property, others could compete against us more directly and we may not be able to compete effectively in our market.

Our success depends in part on our ability to

protect our intellectual property rights.

We rely on a combination of trademarks, trade secrets, confidential proprietary information,

domains, patent rights and other intellectual property rights to protect our intellectual property.

We also rely on patent applications

licensed by us for the Licensed Products which we are contractually obligated to file, prosecute and maintain under our License Agreement

Patent protection is limited in time, and we may be unsuccessful in developing and commercializing a product before a patent

expires and the underlying technology becomes available for commercialization by competitors, in which case our investment of substantial

time and resources towards the applicable product or product candidate could be lost without the realization of the benefits we anticipated.

Certain of our technology may not be subject

to protection through patents, which leaves us vulnerable to theft of our technology.

Certain parts of our know-how and technology are

not patentable or are trade secrets.

To protect our proprietary position in such know-how and technology, we have entered and intend to

require all employees, consultants, advisors and collaborators to enter into confidentiality and invention ownership agreements with us.

These agreements may not provide meaningful protection for our trade secrets, know-how or other proprietary information in the event of

any unauthorized use or disclosure.

In the absence of patent protection, competitors who independently develop substantially equivalent

technology may harm our business.

If we cannot adequately protect or enforce our intellectual property rights, we may not be able to adequately

compete, and our business and prospects could be adversely affected.

We may not be able to protect our proprietary technology, which may

harm our ability to operate profitably.

The molecular biology and bioprocessing industries

place considerable importance on obtaining patent and trade secret protection for new technologies, products and processes.

will depend, to a substantial degree, on our ability to obtain and enforce patent protection for our products, preserve any trade secrets

and operate without infringing the proprietary rights of others.

We cannot assure you that we will succeed in obtaining any patents or

obtain them in a timely manner;

that the use of our technology will not infringe on the proprietary rights of others;

that patent applications

relating to our product candidates will result in the issuance of any patents;

that we will be successful in monitoring, enforcing or

otherwise protecting our patents or other intellectual property rights;

or that patents will not be issued to other parties which may

be infringed by our potential products or technologies.

Patents held by other persons may result

in infringement claims against us that are costly to defend and which may limit our ability to use disputed technologies.

A number of biotechnology and other companies,

universities and research institutions have filed patent applications or have been issued patents relating to technologies potentially

relevant to or required by our expected products.

If third party patents or patent applications contain claims infringed by either our

licensed technology or other technology required to make and use our potential products and such claims are ultimately determined to be

valid, we might not be able to obtain licenses to these patents at a reasonable cost, if at all, or be able to develop or obtain alternative

Patent litigation is very expensive and could consume substantial resources and create significant uncertainties.

If our trademarks and trade names are not

adequately protected, we may not be able to build name recognition in our target markets.

Our registered or unregistered trademarks or trade

names may be challenged, infringed, circumvented, declared generic or determined to be infringing on other marks.

We may not be able to

protect our rights in these trademarks and trade names, which we need in order to build name recognition with potential partners or customers

in our target markets.

If we are unable to establish name recognition based on our trademarks and trade names, our business may be adversely

If we infringe or are alleged to infringe

intellectual property rights of third parties, our business could be harmed.

Our research, development and commercialization

activities may infringe or otherwise violate or be alleged to infringe or otherwise violate patents owned or controlled by other parties.

These third parties could bring claims against us that would cause us to incur substantial expenses and, if successful, could cause us

to pay substantial damages or be forced to stop or delay research, development, manufacturing or sales of the applicable product or product

We may need to license additional intellectual

property from third parties in the future, and such licenses may not be available on commercially reasonable terms.

A third party may hold intellectual property, including patent rights,

that are important or necessary to the development of our future products.

It may be necessary for us to use the patented or proprietary

technology of third parties to commercialize our prospective products, in which case we would be required to obtain a license from these

third parties.

Failure to obtain such licenses on commercially reasonable terms may limit or eliminate our ability to develop or commercialize

our future product candidates, which may have a negative impact on our business and results of operations.

A recall or suspension of sale of our products,

or the discovery of serious safety issues, could have a significant negative impact on us.

The FDA and comparable agencies of other countries

regulate certain of our products.

The FDA and equivalent foreign regulatory authorities have the authority to require the recall or suspension,

either temporarily or permanently, of commercialized products in the event that a product has a reasonable probability of causing a serious

adverse health risk due to adulteration or misbranding.

Recalls, suspensions or other notices relating to any products that we distribute

would divert managerial and financial resources and have an adverse effect on our reputation, financial condition and operating results.

Regulations governing our products could

harm our business.

Certain of our products are or will be subject

to extensive government regulation by numerous federal, state and local government agencies and authorities.

Many of these laws and regulations

involve a high level of subjectivity, are subject to interpretation, and vary significantly from market to market.

These laws and regulations

can have several impacts on our business, including delays or prohibitions in introducing or selling a product in one or more markets;

limitations on the claims we can make regarding our products;

and delays, expenses and potential product reformulations associated with

Government regulations relating to marketing

and advertising may restrict, inhibit or delay our ability to sell our products.

If our products are marketed outside of their intended use, regulatory

agencies such as the FDA or the FTC may investigate our marketing practices.

Government authorities may regulate advertising and product

claims regarding the benefits of our products, and enforcement actions could require us to revise our marketing materials, amend our claims

or stop selling certain products, which could harm our business.

We may incur product liability claims that

could harm our business, and past product liability claims relating to our previously divested Elevai Skincare products could still adversely

affect our business.

We may be subject to various product liability

claims related to the products we sell or develop.

Product liability claims could increase our costs, cause negative publicity, and adversely

affect our business and financial results.

Although we maintain general liability insurance, this insurance may not fully cover potential

In addition, even though we completed the divestiture of our Elevai

Skincare business in January 2025, we may still be subject to liability for past product claims related to those products.

divestiture, we marketed and sold skincare products, and claims related to those products—including adverse reactions, product contamination,

or labeling inaccuracies—could result in legal action against us.

We cannot assure you that the indemnification provisions in the

asset sale agreement will fully protect us from such liabilities.

In connection with the divestiture, we also provided certain representations,

warranties and indemnification obligations.

Claims under these provisions could arise if post-sale issues emerge, such as regulatory non-compliance,

product defects, or third-party intellectual property claims.

If such claims are asserted and indemnification is required, we could incur

substantial financial obligations.

We may not have sufficient product liability

insurance, which may leave us vulnerable to future claims we will be unable to satisfy.

The development, testing, manufacturing, marketing

and sale of our products entail an inherent risk of product liability claims.

We currently have a limited amount of product liability

insurance, which may not be adequate to meet potential product liability claims.

Adequate insurance coverage may not be available in the

future on acceptable terms, if at all.

Whether or not a product liability insurance policy is obtained or maintained in the future, any

product liability claim could harm our business or financial condition.

Our employees, independent contractors,

consultants, distributors, vendors and strategic partners may engage in misconduct or improper activities.

We are exposed to the risk that our employees,

independent contractors, consultants, distributors, vendors, strategic partners and other individuals or entities with whom we have arrangements

may engage in unethical, fraudulent or illegal activity.

It is not always possible to identify and deter misconduct by these parties,

and the precautions we take to detect and prevent these activities may not be effective.

If such actions are instituted against us, those

actions could result in government investigations, legal proceedings, the imposition of significant fines or other sanctions, which could

adversely affect our ability to operate our business and our results of operations.

If we, or our third-party manufacturers

fail to comply with environmental laws and regulations, we could become subject to fines or penalties.

Our research and development activities and our

third-party manufacturers’ and suppliers’ activities involve the controlled storage, use and disposal of hazardous materials and other

hazardous compounds.

We and our manufacturers and suppliers are subject to laws and regulations governing the use, manufacture, storage,

handling and disposal of these hazardous materials.

We cannot eliminate the risk of contamination, which could cause an interruption of

our business operations and environmental damage resulting in costly clean-up and liabilities.

If our third-party suppliers, logistics

providers, and manufacturers do not comply with ethical business practices or applicable laws, our reputation and business could be harmed.

Our reputation and our customers’ willingness

to purchase our products and services depend in part on our suppliers’, manufacturers’, and service providers’ compliance with ethical

employment practices and all legal and regulatory requirements relating to the conduct of their businesses.

We do not exercise control

over our third-party service providers and cannot guarantee their compliance with ethical and lawful business practices.

The divestiture of our Elevai Skincare business

could negatively impact our operations and strategic positioning.

In January 2025, we completed the divestiture

of our Elevai Skincare business as part of our strategic realignment.

While this divestiture allows us to focus on our core businesses,

it may result in operational and strategic challenges, including adverse market perception, loss of diversification, and potential unforeseen

expenses or liabilities related to the transition.

If we fail to manage this transition effectively, our financial condition, results

of operations and future growth prospects could be adversely affected.

RISKS RELATED TO OUR MANAGEMENT AND GOVERNANCE

Our corporate governance documents

and Nevada law may have anti-takeover effects that could discourage, delay, or prevent a change in control.

Provisions of our articles of incorporation, bylaws, and Nevada law may have the effect of discouraging, delaying,

or preventing a merger, acquisition, tender offer, or other change in control of the Company that stockholders might consider favorable,

including transactions in which stockholders might receive a premium over the then-current market price of our Common

These provisions include the authority of the Board to issue preferred stock with rights, preferences, and privileges determined

by the Board without stockholder approval, advance notice requirements for stockholder proposals and director nominations, and other provisions

of Nevada corporate law that may limit the ability of stockholders to effect a change in control.

These provisions may frustrate or prevent

any attempt by stockholders to replace or remove our current management.

If we lose key personnel or are unable to

attract and retain qualified personnel, we may be unable to execute our business plan.

We have a limited number of employees.

Our Chief Executive Officer

serves in a non-employee capacity pursuant to his consulting agreement with the Company.

Our success depends on our continued ability

to attract, retain and motivate highly qualified management, business development, and operational personnel.

Our success depends in large

part on the efforts and abilities of our Chief Executive Officer and Chief Financial Officer, Graydon Bensler, as well as other members

of our senior management.

Finding replacements for key individuals could be difficult, may take an extended period of time and could significantly

impede the achievement of our business objectives.

Graydon Bensler serves

as both our Chief Executive Officer and Chief Financial Officer, which presents governance risks and limitations.

Our Chief Executive Officer, Graydon Bensler, currently also serves

as our Chief Financial Officer.

While this dual role reduces costs, it concentrates significant authority and responsibility in a single

individual and may limit the segregation of duties and independent oversight over financial reporting that would be provided by separate

individuals in these roles.

This concentration may increase the risk of errors or irregularities in financial reporting going undetected

and may be viewed negatively by investors, analysts and regulatory bodies.

Such perception may adversely impact our financial performance

and/or business.

Significant related-party transactions with

entities controlled by our executive officers and directors may present conflicts of interest.

The Company has entered into consulting agreements and secondment agreements

with entities controlled by our Non-Employee Chief Executive Officer and our Non-Employee, Non-Executive Chairman, pursuant to which the

Company pays significant consulting fees, contracted performance bonuses, management fees, and reimbursements to such entities.

to such entities under the terms of such agreements include milestone-based bonuses, acquisition-based bonuses, and market capitalization-based

These compensation arrangements create potential conflicts of interest between the personal financial interests of our executive

officers and directors and the interests of the Company and its stockholders.

The milestone-based and acquisition-based bonus arrangements

may incentivize management to pursue transactions that trigger bonus payments, even if such transactions are not in the best long-term

interests of stockholders.

Although our Audit Committee reviews and approves related-party transactions, there can be no assurance that

these transactions are or will be on terms as favorable to the Company as those that could be obtained from unaffiliated third parties.

We may be unable to accurately forecast

revenue and appropriately plan our expenses.

Forecasts may be particularly challenging given

our recently acquired subsidiaries, early-stage biotechnology programs, and ongoing acquisition strategy.

We base our expense levels and

investment plans on our estimates of revenue and gross margin.

However, we cannot be sure that historical growth rates or trends of our

acquired businesses are meaningful predictors of future performance, particularly under PMGC ownership.

If our assumptions prove to be

wrong, we may spend more than anticipated or may generate lower revenue than expected, either of which could have an adverse effect on

our business, financial condition, results of operations and prospects.

We have a limited operating history at our

current scale and with our current business model, which may make it difficult to evaluate our business and future prospects.

We began commercial operations in 2020 as a skincare

development company, divested our skincare business in January 2025, and completed our first operating acquisitions in mid-2025.

result, we have an extremely limited history of operating as a diversified holding company and an even more limited history of generating

revenue from our current operating subsidiaries.

Any evaluation of our business and prospects must be considered in light of this limited

operating history, which may not be indicative of future performance.

Because of our limited operating history in our current form, we

face increased risks, uncertainties, expenses, and difficulties.

We have previously identified a material

weakness in our internal control over financial reporting, and there can be no assurance that additional material weaknesses will not

be identified in the future.

As disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, our management previously

identified a material weakness in our internal control over financial reporting.

During the fiscal year ended December 31, 2025, we implemented

remediation measures, including the hiring of additional accounting and finance personnel and the implementation of standardized reconciliation

procedures and enhanced review processes.

Based on management ’s

evaluation as of December 31, 2025, the Company has concluded that the previously reported material weakness has been remediated.

there can be no assurance that our remediation efforts will remain effective or that additional material weaknesses or significant deficiencies

will not be identified in the future, particularly as we integrate newly acquired subsidiaries into our financial reporting processes.

If we identify additional material weaknesses or significant deficiencies, we could be subject to sanctions or investigations by Nasdaq,

the SEC or other regulatory authorities, investor perceptions of our Company may suffer and cause a decline in the market price of our

Common Stock.

Any failure of our internal control over financial reporting may have a material adverse effect on our stated results of

operations and harm our reputation.

The requirements of being a public company

may strain our resources, divert management’s attention and affect our results of operations.

As a public company in the United States, we face

increased legal, accounting, administrative and other costs and expenses.

We are subject to the reporting requirements of the Exchange

Act and the Sarbanes-Oxley Act of 2002.

Section 404 of the Sarbanes-Oxley Act requires that our management report on the effectiveness

of our internal controls structure and procedures for financial reporting.

Compliance with these requirements diverts internal resources

and management attention.

If we fail to maintain compliance, we could be subject to sanctions or investigations.

We may need to hire additional

employees with public accounting and disclosure experience, which will increase costs.

These increased costs will require us to divert

money that we could otherwise use to develop our business.

If we cannot maintain our Company culture

or focus on our mission as we grow, our success and competitive position may be harmed.

We believe our culture and mission have been key

contributors to our success to date.

Any failure to preserve our culture or focus on our mission could negatively affect our ability to

retain and recruit personnel, which is critical to our growth.

As we grow across multiple industries through acquisitions and develop

the infrastructure of a public company, we may find it difficult to maintain a cohesive corporate culture.

RISKS RELATED TO OUR DEPENDENCE ON THIRD PARTIES

We depend on our collaborators to help us

develop and test our proposed products, and our ability to develop and commercialize products may be impaired or delayed if collaborations

are unsuccessful.

Our strategy for the development, testing and

commercialization of our proposed products may require entering into collaborations with corporate partners, licensors, licensees and

We may then be dependent upon the subsequent success of these other parties in performing their respective responsibilities and

the continued cooperation of our partners.

Our potential collaborators may not cooperate with us or perform their obligations under our

agreements with them.

We cannot control the amount and timing of our collaborators’ resources that will be devoted to our research and

development activities.

Should collaborators fail to conduct activities in a timely manner, or at all, expected product pipeline timelines

may be delayed.

If we do not achieve milestones set forth in the agreements, or if our collaborators breach or terminate their collaborative

agreements with us, our business may be materially harmed.

Our reliance on non-employee consultants,

third-party vendors, and operational contractors may lead to delays in development of our proposed products and operation of our businesses.

We rely extensively on third parties for critical operational and strategic

functions, including through secondment agreements with entities controlled by our Chief Executive Officer and Chairman.

These individuals

and entities are not our employees and may have commitments to other entities that limit their availability to us.

We have limited control

over the activities of these service providers and can expect only limited amounts of their time to be dedicated to our business objectives.

If key consultants or contractors become unavailable or fail to perform satisfactorily, our operations and development activities could

be materially delayed.

Certain market opportunity data and forecasts

in this Annual Report were obtained from third-party sources and were not independently verified by us.

We believe the estimates of market

opportunity data and forecasts of market growth included in this Annual Report are reliable, but may prove to be inaccurate, and even

if the markets in which we compete achieve the forecasted growth, our business could fail to grow at similar rates, if at all.

This Annual Report contains certain data and information

that we obtained from various government and private entity publications and reports.

There is no guarantee that any particular number

or percentage of market participants covered by our market opportunity estimates will purchase our products at all or generate any particular

level of revenue for us.

While we have not independently verified the data and information contained therein and such data and information

may have been collected using third-party methodologies, we believe that the data and information, including projections based on a number

of assumptions, from these third-party publications and reports used in this Annual Report is reliable.

Any expansion in the medical aesthetics

industry on a number of factors, including the cost and perceived value associated with our product offerings and those of our competitors.

Even if the markets in which we compete meet the size estimates and growth forecast in this Annual Report, our business could fail to

grow at the rate we anticipate, if at all, which could adversely affect our business, financial condition, results of operations and prospects.

Our growth is subject to many factors, including our success in implementing our business strategy, which is subject to many risks and

uncertainties.

Accordingly, the forecasts of market growth included in this Annual Report should not be taken as indicative of our future

For more information regarding the estimates of market opportunity and forecasts of market growth included in this Annual Report,

see the section titled “ Business- Market, Industry and Other Research-Based Data.

or our third-party vendors may experience in the future network or system failures, or service interruptions, including cybersecurity

attacks, or other technology risks.

Our inability to protect our systems and data against such risks could harm our business and reputation.

ability to operate uninterrupted and provide high levels of service depends upon the performance of our internal network, systems and

related infrastructure, and those of our third-party vendors.

Any significant interruptions in, or degradation of, the quality of the

services, including infrastructure storage and support, that these third parties provide to us could severely harm our business and reputation

and lead to the loss of customers and revenue.

Our internal network, systems, and related infrastructure, in addition to the networks,

systems, and related infrastructure of our third-party vendors, may be vulnerable to computer viruses and other malware that infiltrate

such systems and networks, as well as physical or electronic security breaches, natural disasters, and similar disruptions.

been and may continue to be the target of attempts to identify and exploit network and system vulnerabilities, penetrate or bypass security

measures in order to interrupt or degrade the quality of the services we receive or provide, or otherwise gain unauthorized access to

our networks and systems or those of our third-party vendors.

These vulnerabilities or other attempts at access may result from, or be

caused by, human error or technology failures, however, they may also be the product of malicious actions by third parties intending

to harm our business.

The methods that may be used by these third parties to cause interruptions or failures or to obtain unauthorized

access to information change frequently, are difficult to detect, evolve rapidly, and are increasingly sophisticated and hard to defend

we have not experienced any security breaches or attempted security breaches and continue to invest in security measures, we cannot be

certain that our defensive measures, and those employed by our third-party vendors, will be sufficient to defend against all such current

and future methods.

actual or perceived security breach, whether experienced by us or a third-party vendor;

the reporting or announcement of such an event,

or reports of perceived security vulnerabilities of our systems or the systems of our third-party service providers whether accurate

or our failure or perceived failure to respond or remediate an event or make adequate or timely disclosures to the public, regulatory

or law enforcement agencies following any such event may be material and lead to harm to our financial condition, business reputation,

and prospects of future business due to, among other factors:

loss of customer confidence arising from interruptions or outages, delays,

failure to meet contractual obligations, and loss of data or public release of confidential data;

increase regulatory scrutiny on us;

compromise our trade secret and intellectual property;

expose us to costly uninsured liabilities such as material fines, penalties, liquidated

damages, and overall margin compression due to renegotiation of contracts on less favorable terms or loss of business;

liability for

claims relating to misuse of personal information in violation of contractual obligations or data privacy laws;

and potential theft of

our intellectual property.

security breach could occur and persist for an extended period of time without detection.

We expect that any investigation of a security

breach could take a substantial amount of time, and during such time we may not necessarily know the extent of the harm or how best to

remediate it, and certain errors or actions could be repeated or compounded before they are discovered and remediated, all of which could

further increase the costs and consequences of such a breach.

Further, detecting and remediating such incidents may require specialized

expertise and there can be no assurance that we will be able to retain or hire individuals who possess, or otherwise internally develop,

such expertise.

Our remediation efforts therefore may not be successful.

The inability to implement, maintain, and upgrade adequate safeguards

could have a material and adverse impact on our business, financial condition and results of operations.

Moreover, there could be public

announcements regarding any data security-related incidents and any steps we take to respond to or remediate such incidents.

occurrence of any such failure may also subject us to costly lawsuits, claims for contractual indemnities, as well as divert valuable

management, research and development, information technology, and marketing resources toward addressing these issues and delay our ability

to achieve our strategic initiatives.

In addition, we gather, as permitted by law, non-public, personally-identifiable financial information

from customers, such as names, addresses, telephone numbers, bank and credit card account numbers and financial transaction information,

and the compromise of such data, which may subject us to fines and other related costs of remediation.

business could be negatively impacted by cybersecurity threats and other security threats and disruptions.

our business relies on proprietary technology and computer systems, we face certain security threats, including threats to our information

technology infrastructure, attempts to gain access to our proprietary or confidential information, threats to physical security, and

domestic terrorism events.

Our information technology networks and related systems are critical to the operation of our business and

our research and development efforts.

We are also involved with information technology systems for certain third parties, which generally

face similar security threats.

Cybersecurity threats in particular, are persistent, evolve quickly and include, but are not limited to,

computer viruses, attempts to access information, denial of service and other electronic security breaches believe that we have implemented

appropriate measures and controls and invested in skilled information technology resources to appropriately identify threats and mitigate

potential risks, but there can be no assurance that such actions will be sufficient to prevent disruptions to critical systems, the unauthorized

release of confidential information or corruption of data.

A security breach or other significant disruption involving these types of

information and information technology networks and related systems could:

the proper functioning of these networks and systems and therefore its operations and/or those of third parties on which we rely;

in the unauthorized access to, and destruction, loss, theft, misappropriation or release of, our proprietary, confidential, sensitive

or otherwise valuable information, or that of third parties with which we collaborate or otherwise depend, which others could use to

compete against us or for disruptive, destructive or otherwise harmful purposes and outcomes;

or compromise preclinical or clinical studies or the analysis and use of data collected in our efforts to develop product candidates;

significant attention and resources of management and key personnel to remedy any damages or other adverse consequences that result;

us to claims for breach of contract, damages, credits, penalties or termination with respect to our relationships with third parties,

or regulatory actions by governmental agencies;

our reputation with industry participants, existing or prospective strategic alliances, and the public generally.

or all of the foregoing could have a material negative impact on its business, financial condition and prospects.

our third-party suppliers, logistics, and manufacturers do not comply with ethical business practices or with applicable laws and regulations,

our reputation, business, financial condition, results of operations and prospects could be harmed.

reputation and our clients’ willingness to purchase our products depend in part on our suppliers’, packagers’, manufacturers’,

and formulators’ compliance with ethical employment practices, such as with respect to child labor, wages and benefits, forced

labor, discrimination, safe and healthy working conditions, and with all legal and regulatory requirements relating to the conduct of

their businesses.

We do not exercise control over our suppliers, packagers, shippers, manufacturers, and formulators and cannot guarantee

their compliance with ethical and lawful business practices.

If our suppliers, packagers, shippers, manufacturers, or formulators fail

to comply with applicable laws, regulations, safety codes, employment practices, human rights standards, quality standards, environmental

standards, production practices, or other obligations, norms, or ethical standards, our reputation and brand image could be harmed, and

we could be exposed to litigation, investigations, enforcement actions, monetary liability, and additional costs that would harm our

reputation, business, financial condition, results of operations and prospects.

we, or our third-party manufacturers fail to comply with environmental laws and regulations, we could become subject to fines or penalties

or incur costs that could have a material adverse effect on the success of our business.

research and development activities and our third-party manufacturers’ and suppliers’ activities involve the controlled storage,

use and disposal of hazardous materials and other hazardous compounds.

We and our manufacturers and suppliers are subject to laws and

regulations governing the use, manufacture, storage, handling and disposal of these hazardous materials.

In some cases, these hazardous

materials and various wastes resulting from their use are stored at our and our manufacturers’ facilities pending their use and

We cannot eliminate the risk of contamination, which could cause an interruption of our commercialization efforts, research

and development efforts, business operations and environmental damage resulting in costly clean-up and liabilities under applicable laws

and regulations governing the use, storage, handling and disposal of these materials and specified waste products.

Although we believe

that the safety procedures utilized by our third-party manufacturers for handling and disposing of these materials generally comply with

the standards prescribed by these laws and regulations, we cannot guarantee that this is the case or eliminate the risk of accidental

contamination or injury from these materials.

In such an event, we may be held liable for any resulting damages and such liability could

exceed our resources and state or federal or other applicable authorities may curtail our use of certain materials and/or interrupt our

business operations.

Furthermore, environmental laws and regulations are complex, change frequently and have tended to become more stringent.

We cannot predict the impact of such changes and cannot be certain of our future compliance.

Related to Our Intellectual Property

we fail to protect or enforce our intellectual property or confidential proprietary information relating to our current and any future

medical aesthetics products or medical aesthetics pipeline product, others could compete against us more directly and we may not be able

to compete effectively in our market.

success depends in part on our ability to protect our intellectual property rights.

We rely on a combination of trademarks, trade secrets,

confidential proprietary information, domains, patent rights and other intellectual property rights to protect our intellectual property.

We also rely on and patent applications licensed by us for the Licensed Products which we are contractually obligated to file, prosecute

and maintain under our License Agreement with MOA.

Patent protection is limited in time, and we may be unsuccessful in developing and

commercializing a product before a patent expires and the underlying technology becomes available for commercialization by competitors,

in which case our investment of substantial time and resources towards the applicable product or product candidate could be lost without

the realization of the benefits we anticipated or sought.

of our technology may not be subject to protection through patents, which leaves us vulnerable to theft of our technology.

parts of our know-how and technology are not patentable or are trade secrets.

To protect our proprietary position in such know-how and

technology, we have entered and intend to require all employees, consultants, advisors and collaborators to enter into confidentiality

and invention ownership agreements with us.

These agreements may not provide meaningful protection for our trade secrets, know-how or

other proprietary information in the event of any unauthorized use or disclosure.

Further, in the absence of patent protection, competitors

who independently develop substantially equivalent technology may harm our business.

There can be no assurances that we will be able

to enforce these agreements or alternatively, these agreements may be deemed to be unenforceable.

If we cannot adequately protect or

enforce our intellectual property rights, we may not be able to adequately compete, and our business and prospects could be adversely

may not be able to protect our proprietary technology, which could harm our ability to operate profitably.

molecular biology and bioprocessing industries place considerable importance on obtaining patent and trade secret protection for new

technologies, medical aesthetics products and processes.

Our success will depend, to a substantial degree, on our ability to obtain and

enforce patent protection for our products, preserve any trade secrets and operate without infringing the proprietary rights of others.

We cannot assure you that:

will succeed in obtaining any patents, obtain them in a timely manner, or that the breadth or degree of protection that any such patents

will protect our interests;

use of our technology will not infringe on the proprietary rights of others;

applications relating to our products candidates will result in the issuance of any patents or that, if issued, such patents will afford

adequate protection to us or will not be challenged, invalidated or infringed;

will be successful or effective in monitoring, enforcing or otherwise protecting our patents or other intellectual property rights from

third party infringement;

will not be issued to other parties, which may be infringed by our potential medical aesthetics products or technologies.

research in the areas of stem cells, molecular biology and bioprocessing is being performed in countries outside of the United States,

and a number of our competitors are located in those countries.

The laws protecting intellectual property in some of those countries

may not provide adequate protection to prevent our competitors from misappropriating our intellectual property.

our trademarks and trade names are not adequately protected, then we may not be able to build name recognition in our target markets

and our business may be adversely affected.

registered or unregistered trademarks or trade names may be challenged, infringed, circumvented, declared generic or determined to be

infringing on other marks.

We may not be able to protect our rights in these trademarks and trade names, which we need in order to build

name recognition with potential partners or customers in our target markets.

If we are unable to establish name recognition based on

our trademarks and trade names, then we may not be able to compete effectively, and our business may be adversely affected.

we infringe or are alleged to infringe intellectual property rights of third parties, our business could be harmed.

research, development and commercialization activities may infringe or otherwise violate or be alleged to infringe or otherwise violate

patents owned or controlled by other parties.

Additionally, a number of biotechnology companies, universities, and research institutions

have filed patent applications or hold issued patents related to technologies potentially relevant to our portfolio assets.

and validity of these patents can be unpredictable, and we cannot determine in advance whether any claims in pending applications will

be granted or how they may impact our ability to commercialize or license certain technologies.

If third-party patents are found to cover

technologies used in our portfolio assets, we may be unable to license these patents at a reasonable cost, if at all, or develop suitable

alternatives.

This could limit our ability to advance certain biotechnology assets through research, development, and commercialization.

in the field of aesthetics have developed large portfolios of patents and patent applications in fields relating to our business.

Additionally,

there may also be patent applications that have been filed but not published that, when issued as patents, could be asserted against

These third parties could bring claims against us that would cause us to incur substantial expenses and, if successful against us,

could cause us to pay substantial damages and/or we could be forced to stop or delay research, development, manufacturing or sales of

the product or product candidate that is the subject of the suit.

Further, if a patent infringement suit were brought against us, during

the pendency of the litigation, we could be forced to stop or delay research, development, manufacturing or sales of the product or product

candidate that is the subject of the suit.

If we are unable to effectively navigate intellectual property risks, our ability to license,

develop, and commercialize our biotechnology assets could also be negatively impacted.

may be subject to damages resulting from claims that we or our employees have wrongfully used or disclosed alleged trade secrets of our

competitors or are in breach of non-competition or non-solicitation agreements with our competitors.

may employ individuals who were previously employed at universities or pharmaceutical companies, including our competitors or potential

Although we try to ensure that our employees, consultants and independent contractors do not use the proprietary information

or know-how of others in their work for us, and we are not currently subject to any claims that our employees, consultants or independent

contractors have wrongfully used or disclosed confidential information of third parties, we may in the future be subject to such claims.

Litigation may be necessary to defend against these claims.

If we fail in defending any such claims, in addition to paying monetary damages,

we may lose valuable intellectual property rights or personnel.

Even if we are successful in defending against such claims, litigation

could result in substantial costs and be a distraction to management and other employees.

may need to license intellectual property from third parties, and such licenses may not be available or may not be available on commercially

reasonable terms.

third party may hold intellectual property, including patent rights that are important or necessary to the development of our future

It may be necessary for us to use the patented or proprietary technology of third parties to commercialize our prospective

products, in which case we would be required to obtain a license from these third parties.

There can be no assurance that such third

parties will grant us the necessary licenses on commercially reasonable terms or at all.

Failure to obtain such licenses on commercially

reasonable terms could limit or eliminate our ability to develop or commercialize our future product candidates, which would have a negative

impact on our business and results of operations.

Related to Our Capital Requirements and Finances

we fail to generate sufficient cash flow from our operations, we will be unable to continue to develop and commercialize our products.

expect capital outlays and operating expenditures to increase over the next several years as we expand our operations, and our commercialization,

product validation studies, research and development and manufacturing activities.

However, our present and future funding requirements

will depend on many factors, including, among other things:

level of research and development investment required to maintain and improve our competitive position;

success of our product sales and related collections;

need or decision to acquire or license complementary businesses, products or technologies or acquire complementary businesses;

relating to the expansion of the sales force, management and operational support;

technological and market developments;

relating to changes in regulatory policies or laws that affect our operations.

a result of these factors, we may need to raise additional funds, and we cannot be certain that such funds will be available to us on

acceptable terms when needed, if at all.

In addition, if we raise additional funds through collaboration, licensing or other similar

arrangements, it may be necessary to relinquish potentially valuable rights to our future products or proprietary technologies, or grant

licenses on terms that are not favorable to us.

If we cannot raise funds on acceptable terms, we may not be able to expand our operations,

develop new products, take advantage of future opportunities or respond to competitive pressures or unanticipated customer requirements.

Related to the Ownership of Our Securities

price of our Common Stock may be adversely affected by the future issuance and sale of shares of our Common Stock or other equity securities.

cannot predict the size of future issuances or sales of our Common Stock or other equity securities, future acquisitions or capital raising

activities, or the effect, if any, that such issuances or sales may have on the market price of our Common Stock.

The issuance and sale

of substantial amounts of Common Stock or other equity securities or announcement that such issuances and sales may occur, could adversely

affect the market price of our Common Stock.

sales by stockholders, or the perception that such sales may occur, may depress the price of our Common Stock.

The sale or availability for sale of substantial

amounts of our shares in the public market or exercise of Common Stock warrants or other derivative securities or the perception that

such sales could occur, could adversely affect the market price of our Common Stock and also could impair our ability to raise capital

through future offerings of our shares.

As of March 26, 2025, we had 577,961 outstanding shares of Common Stock.

Any decline in the price

of our Common Stock may encourage short sales, which could place further downward pressure on the price of our Common Stock and may impair

our ability to raise additional capital through the sale of equity securities.

issuance of shares upon exercise of derivative securities may cause immediate and substantial dilution to our existing stockholders .

issuance of shares upon exercise of options and settlement of outstanding derivative securities may result in substantial dilution to

the interests of other shareholders since these selling shareholders may ultimately convert or exercise and sell all or a portion of the

full amount issuable upon exercise.

If all derivative securities outstanding as of March 26, 2025, including the Warrants, were converted

or exercised into shares of Common Stock, there would be approximately an additional 531,353 shares

of Common Stock outstanding as a result.

The issuance of these shares will have the effect of further diluting the proportionate equity

interest and voting power of holders of our Common Stock.

Common Stock may be affected by limited trading volume and price fluctuations, which could adversely impact the value of our Common Stock.

Common Stock has experienced and is likely to experience in the future, significant price and volume fluctuations, which could adversely

affect the market prices of our Common Stock without regard to our operating performance.

In addition, we believe that factors such as

quarterly fluctuations in our financial results and changes in the overall economy or the condition of the financial markets could cause

the market prices of our Common Stock to fluctuate substantially.

These fluctuations may also cause short sellers to periodically enter

the market in the belief that we will have poor results in the future.

We cannot predict the actions of market participants and, therefore,

can offer no assurances that the market for our Common Stock will be stable or appreciate over time.

may not be able to continue to satisfy listing requirements of Nasdaq to maintain a listing of our Common Stock.

Common Stock is currently listed on Nasdaq and we must meet certain financial and liquidity criteria to maintain such listing.

violate the maintenance requirements for continued listing of our Common Stock, our Common Stock may be delisted.

can be no assurance that we will maintain compliance with any of the other Nasdaq continued listing requirements.

If the Common Stock

is delisted, it could be more difficult to buy or sell the Common Stock or to obtain accurate quotations, and the price of the shares

of Common Stock could suffer a material decline.

Delisting could also impair our ability to raise capital.

addition, our Board may determine that the cost of maintaining our listing on a national securities exchange outweighs the benefits of

such listing.

A delisting of our Common Stock from Nasdaq may materially impair our stockholders’ ability to buy and sell our Common

Stock and could have an adverse effect on the market price of, and the efficiency of the trading market for, our Common Stock.

the delisting of our Common Stock could significantly impair our ability to raise capital.

currently do not intend to declare dividends on our Common Stock in the foreseeable future and, as a result, your returns on your investment

may depend solely on the appreciation of our Common Stock.

currently do not expect to declare any dividends on our Common Stock in the foreseeable future.

Instead, we anticipate that all of our

earnings in the foreseeable future will be used to provide working capital, to support our operations and to finance the growth and development

of our business.

Any determination to declare or pay dividends in the future will be at the discretion of our Board, subject to applicable

laws and dependent upon a number of factors, including our earnings, capital requirements and overall financial conditions.

terms of any future debt or preferred securities may further restrict our ability to pay dividends on our Common Stock.

your only opportunity to achieve a return on your investment in our Common Stock may be if the market price of our Common Stock appreciates

and you sell your shares at a profit.

The market price for our Common Stock may never exceed, and may fall below, the price that you

pay for such Common Stock.

See “ Dividend Policy .”

investment in our securities is speculative and there can be no assurance of any return on any such investment.

investment in our securities is speculative and there can be no assurance that investors will obtain any return on their investment.

Investors may be subject to substantial risks involved in an investment in the Company, including the risk of losing their entire investment.

may need, but be unable, to obtain additional funding on satisfactory terms, which could dilute our stockholders or impose burdensome

financial restrictions on our business.

have relied upon cash from financing activities and in the future, we hope to rely on revenues generated from operations to fund the

cash requirements of our activities.

However, there can be no assurance that we will be able to generate any significant cash from our

operating activities in the future.

Future financing may not be available on a timely basis, in sufficient amounts or on terms acceptable

to us, if at all.

Any debt financing or other financing of securities senior to the Common Stock will likely include financial and other

covenants that will restrict our flexibility.

Any failure to comply with these covenants would have a material adverse effect on our

business, prospects, financial condition and results of operations because we could lose our existing sources of funding and impair our

ability to secure new sources of funding.

requirements of being a public company may strain our resources, divert management’s attention and affect our results of operations.

a public company in the United States, we face increased legal, accounting, administrative and other costs and expenses.

We are subject

to the reporting requirements of the Exchange Act and the Sarbanes-Oxley Act of 2002.

The Exchange Act requires, among other things,

that we file annual, quarterly and current reports with respect to our business and financial condition.

The Sarbanes-Oxley Act requires,

among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting.

example, Section 404 requires that our management report on the effectiveness of our internal controls structure and procedures for financial

Section 404 compliance may divert internal resources and will take a significant amount of time and effort to complete.

we fail to maintain compliance under Section 404, or if in the future management determines that our internal control over financial

reporting are not effective as defined under Section 404, we could be subject to sanctions or investigations by Nasdaq, the SEC or other

regulatory authorities.

Furthermore, investor perceptions of our Company may suffer, and this could cause a decline in the market price

This Annual Report contains certain data and information that we obtained

from various government and private entity publications and reports.

While we believe the data and information is reliable, we have not

independently verified them.

There is no guarantee that any particular number or percentage of market participants covered by our market

opportunity estimates will purchase our products or generate any particular level of revenue for us.

Even if the markets in which we compete

meet the size estimates and growth forecasts included in this Annual Report, our business may fail to grow at all or at the rate we anticipate.

We or our third-party vendors may experience

network or system failures, cybersecurity attacks, or other technology risks.

Our ability to operate uninterrupted depends upon

the performance of our internal network, systems and related infrastructure, and those of our third-party vendors.

Our systems and those

of our third-party vendors may be vulnerable to computer viruses and other malware, physical or electronic security breaches, natural

disasters, and similar disruptions.

Although we have not experienced any material security breaches, we cannot be certain that our defensive

measures will be sufficient to defend against all current and future methods of attack.

Any actual or perceived security breach may lead to loss of customer

confidence, regulatory scrutiny, compromise of intellectual property, costly litigation, fines and penalties, and reputational damage.

A security breach could occur and persist for an extended period without detection, increasing the costs and consequences of such a breach.

Our business may be negatively impacted

by cybersecurity threats and other security threats and disruptions.

Because our business relies on proprietary technology and computer

systems, we face security threats, including threats to our information technology infrastructure, attempts to gain access to our proprietary

or confidential information, and physical security threats.

Cybersecurity threats are persistent, evolve quickly and include computer

viruses, attempts to access information, denial of service and other electronic security breaches.

A security breach or other significant

disruption could disrupt operations, result in unauthorized access to or release of proprietary information, delay clinical studies, subject

us to claims and regulatory actions, and damage our reputation.

RISKS RELATED TO THE OWNERSHIP OF OUR SECURITIES

Our Common Stock may be affected by limited trading volume and price

fluctuations, which could adversely impact the value of our Common Stock.

Our Common Stock has experienced and is likely to experience in the

future significant price and volume fluctuations, which could adversely affect the market prices of our common stock without regard to

our operating performance.

In addition, factors such as quarterly fluctuations in our financial results, changes in the overall economy

or the condition of the financial markets, announcements of acquisitions, and changes in investor sentiment could cause the market prices

of our common stock to fluctuate substantially.

These fluctuations may also cause short sellers to periodically enter the market.

predict the actions of market participants and, therefore, can offer no assurances that the market for our common stock will be stable

or appreciate over time.

We have a significant number of shares

of Series B Preferred Stock outstanding with voting rights

that may dilute the voting power of Common Stock holders.

As of the date of this Annual Report, we have shares of Series B Preferred Stock outstanding that carry voting

The voting power of our Series B Preferred Stock and

Common Stock is concentrated in a small group of holders, mainly in entities controlled by our Chief Executive Officer and Chairman.

concentration of voting power may discourage potential acquirers and reduce the market price of our Common Stock.

It also limits the ability

of other stockholders to influence corporate matters, including but not limited to the election of directors, changes to the Company’s

governance documents, the expansion of employee equity or option pool, any merger, consolidation, sale of all or substantially all of

our assets, and other major actions requiring stockholder approval.

Our Common Stock may be subject to significant volatility due to limited

public float and market conditions.

Our Common Stock may experience significant price volatility due to

limited trading volume, concentrated ownership, and market conditions affecting small-cap or microcap companies.

This volatility may be

unrelated to our operating performance and could result in substantial losses for investors.

We may not be able to continue to satisfy

listing requirements of Nasdaq to maintain a listing of our Common Stock.

Our Common Stock is currently listed on Nasdaq and we must meet certain

financial and liquidity criteria to maintain such listing.

Our Common Stock may be delisted if we fail to meet Nasdaq’s continued

listing requirements.

We have previously received notices from Nasdaq regarding non-compliance with listing requirements and have utilized

reverse stock splits to regain compliance.

There can be no assurance that we will maintain compliance with the Nasdaq continued listing

requirements in the future.

If our Common Stock is delisted, it may be more difficult to buy or

sell them or to obtain accurate quotations, and the price of the shares of Common Stock may suffer a material decline.

Delisting may also

impair our ability to raise capital.

In addition, our Board may determine that the cost of maintaining our listing on a national securities

exchange outweighs the benefits of such listing.

Changes to Nasdaq listing requirements,

including potential minimum market capitalization requirements, could adversely affect our continued listing.

Nasdaq periodically reviews and may revise its continued listing standards,

including requirements relating to minimum bid price, stockholders’ equity, market value of listed securities, and market capitalization.

Any changes to these requirements, including potential increases in minimum market capitalization thresholds, may make it more difficult

for us to maintain compliance.

If we are unable to meet applicable listing standards, our Common Stock may be subject to delisting, which

may adversely affect liquidity, market price, and our ability to raise capital.

We currently do not intend to declare dividends

on our Common Stock in the foreseeable future and, as a result, your returns on your investment may depend solely on the appreciation

of our common stock.

Any failure of our internal control over financial reporting could have a material adverse effect on our stated

results of operations and harm our reputation.

If we are unable to implement these changes effectively or efficiently, it could harm

our operations, financial reporting or financial results and could result in an adverse opinion on internal controls from our independent

We may need to hire a number of additional employees with public accounting and disclosure experience in order to meet our

ongoing obligations as a public company, particularly if we become fully subject to Section 404 and its auditor attestation requirements,

which will increase costs.

We expect these rules and regulations to increase our legal and financial compliance costs and to make some

activities more time consuming and costly, although we are currently unable to estimate these costs with any degree of certainty.

of those requirements will require us to carry out activities we have not done previously.

Our management team and other personnel will

need to devote a substantial amount of time to new compliance initiatives and to meeting the obligations that are associated with being

a public company, which may divert attention from other business concerns, which could have a material adverse effect on our business,

financial condition and results of operations.

Additionally,

the expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing.

These increased

costs will require us to divert a significant amount of money that we could otherwise use to develop our business.

If we are unable to

satisfy our obligations as a public company, we could be subject to delisting of our Common Stock, fines, sanctions and other regulatory

action and potentially civil litigation.

laws, regulations and standards relating to corporate governance and public disclosure may create uncertainty for public companies, increasing

legal and financial compliance costs and making some activities more time consuming.

laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result,

may evolve over time as new guidance is provided by the courts and other bodies.

This could result in continuing uncertainty regarding

compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices.

If our efforts to comply

with new laws, regulations, and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related

to their application and practice, regulatory authorities may initiate legal proceedings against us and our business may be adversely

a public company subject to these rules and regulations, we may find it more expensive for us to obtain director and officer liability

insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage.

These factors could

also make it more difficult in the future for us to attract and retain qualified members of our Board, particularly to serve on its audit

committee and compensation committee, and qualified executive officers.

securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price

and trading volume could decline.

trading market for our Common Stock will depend in part on the research and reports that securities or industry analysts publish about

us or our business.

Several analysts may cover our stock.

If one or more of those analysts downgrade our stock or publish inaccurate

or unfavorable research about our business, our stock price would likely decline.

If one or more of these analysts cease coverage of

We currently do not expect to declare any dividends on our Common Stock

in the foreseeable future.

Instead, we anticipate that all of our earnings in the foreseeable future will be used to provide working capital,

support our operations and finance the growth and development of our business.

Any determination to declare or pay dividends in the future

will be at the discretion of our Board, subject to applicable laws and dependent upon a number of factors, including our earnings, capital

requirements and overall financial conditions.

In addition, terms of any future debt or preferred securities may further restrict our

ability to pay dividends on our Common Stock.

Accordingly, your only opportunity to achieve a return on your investment in our Common

Stock may be if the market price of our Common Stock appreciates and you sell your shares at a profit.

The market price for our Common

Stock may never exceed, and may fall below, the price that you pay for such Common Stock.

An investment in our securities is speculative

and there can be no assurance of any return on any such investment.

An investment in our securities is speculative

and there can be no assurance that investors will obtain any return on their investment.

Investors may be subject to substantial risks

involved in an investment in the Company, including the risk of losing their entire investment.

If securities or industry analysts do not

publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.

The trading market for our Common Stock will depend in part on the

research and reports that securities or industry analysts publish about us or our business.

If one or more analysts downgrade our stock

or publish inaccurate or unfavorable research about our business, our stock price would likely decline.

If analysts cease coverage of

our Company or fail to publish reports on us regularly, demand for our stock could decrease, which might cause our stock price and trading

volume to decline.

there is no active public market for our Common Stock, you may be unable to sell your shares at or above your purchase price.

our Common Stock is listed on Nasdaq, an active trading market for our shares may not be sustained following the purchase of your Common

You may be unable to sell your shares quickly or at the market price if trading in shares of our Common Stock is not active.

an inactive market may also impair our ability to raise capital by selling shares of our Common Stock and may impair our ability to enter

into strategic partnerships or acquire companies or products by using our shares of Common Stock as consideration.

may be subject to securities litigation, which is expensive and could divert our management’s attention.

market price of our securities may be volatile, and in the past companies that have experienced volatility in the market price of their

securities have been subject to securities class action litigation.

If there is no active public market for

our Common Stock, you may be unable to sell your shares at or above your purchase price.

Although our Common Stock is listed on Nasdaq, an active trading market

for our shares may not be sustained.

You may be unable to sell your shares quickly or at the market price if trading in shares of our

common stock is not active.

An inactive market may also impair our ability to raise capital by selling shares and may impair our ability

to enter into strategic partnerships or acquire companies using our shares as consideration.

We may be subject to securities litigation,

which is expensive and could divert our management’s attention.

The market price of our securities may be volatile, and in the past

companies that have experienced volatility in the market price of their securities have been subject to securities class action litigation.

We may be the target of this type of litigation in the future.

litigation against us could result in substantial costs and divert our management’s attention from other business concerns.

ADDITION TO THE ABOVE RISKS, BUSINESSES ARE OFTEN SUBJECT TO RISKS NOT FORESEEN OR FULLY APPRECIATED BY MANAGEMENT.

IN REVIEWING THIS

FILING, POTENTIAL INVESTORS SHOULD KEEP IN MIND THAT OTHER POSSIBLE RISKS MAY ADVERSELY IMPACT OUR BUSINESS OPERATIONS AND THE VALUE

OF OUR SECURITIES.

Securities litigation against us may result in substantial costs and divert

our management’s attention from other business concerns.

Future issuances of our Common Stock or securities convertible into

or exercisable for our Common Stock could cause the market price of our Common Stock to decline and result in additional dilution to our

stockholders.

We may issue additional shares of Common Stock,

warrants, options, or other equity-linked securities in connection with future financings, acquisitions, equity incentive plans, or the

settlement of outstanding obligations.

The issuance of additional shares of Common Stock, or securities convertible into or exercisable

for shares of Common Stock, will dilute the ownership interest of existing common stockholders and could depress the market price of

our Common Stock.

Sales of substantial amounts of our Common Stock in the public market, or the perception that such sales could occur,

could also adversely affect the market price of our Common Stock.

IN ADDITION TO THE ABOVE RISKS, BUSINESSES

ARE OFTEN SUBJECT TO RISKS NOT FORESEEN OR FULLY APPRECIATED BY MANAGEMENT.

IN REVIEWING THIS FILING, POTENTIAL INVESTORS SHOULD KEEP

IN MIND THAT OTHER POSSIBLE RISKS MAY ADVERSELY IMPACT OUR BUSINESS OPERATIONS AND THE VALUE OF OUR SECURITIES.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors