PMGC Holdings Inc. 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures Pursuant to Rule 13a-15(b) under the Exchange Act, the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (the Company’s principal executive officer and principal financial and accounting officer), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report. Based upon that evaluation, the Company’s Chief Executive Officer concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Management’s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f) and 15d-15(f) under the Exchange Act. Internal control over financial reporting is a process used to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external purposes in accordance with U.S. GAAP. Internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of our financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with the authorization of our Board and management; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements. Any system of internal control, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the system are met. Because of the inherent limitations in all internal control systems, no system of internal control over financial reporting can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. Our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2025. Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2025. Remediation of Previously Reported Material Weakness As previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, management identified a material weakness in our internal control over financial reporting related to insufficiently designed and operating controls surrounding accounting policies and controls, including standardized reconciliation schedules to ensure the Company’s books and records are maintained in accordance with GAAP. During the fiscal year ended December 31, 2025, the Company implemented remediation measures to address the previously identified material weakness, including hiring additional accounting and finance personnel with the requisite knowledge, training and experience in U.S. GAAP and public company reporting requirements, and implementing standardized reconciliation procedures and enhanced review processes over the Company’s financial close and reporting cycle. Based on management’s evaluation as of December 31, 2025, the Company has concluded that the previously reported material weakness has been remediated and that the Company’s internal control over financial reporting is effective as of December 31, 2025. Changes in Internal Controls over Financial Reporting Other than the remediation measures described above, no change in our internal control over financial reporting occurred during the fiscal year ended December 31, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information. During the year ended December 31, 2025, no director or officer adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. The Company has adopted an insider trading policy governing the purchase, sale, and/or other dispositions of the Company’s securities by directors, officers and employees, or the registrant itself, that have been designed to promote compliance with insider trading laws, rules and regulations, and Nasdaq’s listing standards. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections None.   58 PART III Item 10. Directors, Executive Officers and Corporate Governance. The following table sets forth certain information with respect to our directors, executive officers and significant employees. Name Age Position Executive Officers: Graydon Bensler 34 Non-Employee Chief Executive Officer, Chief Financial Officer and Director Non-Executive Directors: Braeden Lichti 41 Non-Employee, Non-Executive Chairman of the Board Jeffrey Parry (1)(2)(3) 64 Independent Director and Chair of Nominating Committee George Kovalyov (1)(2)(3) 39 Independent Director and Chair of Compensation Committee Juliana Daley (1)(2)(3) 36 Independent Director and Chair of the Audit Committee (1) Member of the Audit Committee. (2) Member of the Compensation Committee. (3) Member of the Nominating Committee. Each of our directors serves for a term of one year ending on the date of the subsequent annual meeting of stockholders following the annual meeting at which such director was elected. Notwithstanding the foregoing, each director is to serve until his or her successor is elected and qualified or until his death, resignation or removal. Our Board appoints our officers, and each officer is to serve until his or her successor is appointed and qualified or until his or her death, resignation or removal. Graydon Bensler, CFA , Non-Employee Chief Executive Officer, Chief Financial Officer and Director Mr. Bensler has served as our Chief Executive Officer since June 2024 and Chief Financial Officer since inception and a director since June 9, 2020. Mr. Bensler is a financial professional and analyst with over eight years of experience in financial consulting and management for both private businesses and US/Canadian publicly traded companies and is a CFA Charterholder (CFA). Mr. Bensler is the founder and sole owner of GB Capital Ltd, a privately held holding company he founded in 2019 and which company is engaged in capital markets advisory, financial consulting, and management. In 2017, Mr. Bensler co-founded an education technology curriculum management and scheduling company that was implemented in academic schools in Canada and the United States. From 2017 to 2019, Mr. Bensler was an account manager at a leading Canadian investor relations firm where he represented publicly traded companies across a wide range of sectors and worked directly with investment banks, investment brokers and company executives and directors. During his tenure at this investor relations firm, Mr. Bensler created and conveyed messaging about his clients’ strategic position in the market and successfully guided several companies through multiple financings. From 2019 to 2021, Mr. Bensler was a Senior Associate at Evans & Evans, a Canadian boutique investment banking firm where he led valuations and going public transactions for Canadian and United States companies. In this capacity, Mr. Bensler gained strong knowledge of the capital markets, public company compliance requirements, and regularly interfaced with regulators, auditors, board and executive management. We believe that Mr. Bensler’s past experience as our Chief Financial Officer, his familiarity with both the banking and the financial consulting sectors and his having served as an account manager for similarly situated companies makes him a qualified director for our Company. Mr. Bensler received his Bachelor of Management and Organizational Studies degree from the University of Western Ontario, with specialization in Finance, and is a CFA Charterholder.   59 Braeden Lichti , Non-Employee, Non-Executive Chairman of the Board Braeden Lichti is the founder and Chief Executive Officer of BWL Investments Ltd., a privately held holding corporation he established in 2016, and NorthStrive Companies, Inc., a U.S. based investment, advisory and management services company he founded in 2021. Mr. Lichti also serves as Chairman of Hydromer, Inc., a global leader in surface modification and coating solutions, focusing on hydrophilic, thromboresistant and antimicrobial coatings for medical devices and various industrial applications. Established in 1980 and headquartered in Concord, North Carolina, Mr. Lichti co-founded PMGC Holdings Inc. in 2020 and has served as its advisor and has been a principal stockholder since its formation. We believe that Mr. Lichti’s past experience as a company founder, director and advisor, and his extensive capital markets and executive experience makes him a qualified director for our Company. Jeffrey Parry , Independent Director, Chair of the Nominating Committee and member of the of Audit Committee and Compensation Committee Mr. Parry was appointed as an independent director in June 2023 and is a partner of Mystic Marine Advisors LLC, a Connecticut based advisory firm he founded in 1998 focused on emerging and turnaround situations for strategic and financial stakeholders. Jeffrey served as Executive Chairman of TBS Shipping Limited from 2012 to 2018 where he led a successful restructuring and co-founded Valhalla Shipping, Inc with an $167 million equity investment by institutional investors. From July 2008 to October 2009, Mr. Parry was the Chief Executive Officer of Nasdaq-listed Aries Maritime Transport Limited and led a successful turn-around and sale to strategic investors. Mr. Parry was a Managing Director of Poten & Partners, an international energy advisor, from 2001 to 2007 where in 2006 he co-founded Poten Capital Services LLC, a New York based broker-dealer. Earlier in his career, Mr. Parry founded Cool FM and 7X Television in Athens, Greece and served as President of One Fifth Avenue Apartment Corporation. Since 2010, Jeffrey has served as an independent director of Nasdaq listed Globus Maritime Ltd. where he sits on the audit committee. Mr. Parry holds a BA from Brown University and MBA from Columbia University. His educational and professional experience in business, his background and familiarity in investment banking, and his having served as a director of a company listed on Nasdaq makes him a qualified director candidate for our Company. George Kovalyov , Independent Director, Chair of the Compensation Committee and member of the of Audit Committee and Nominating Committee Mr. Kovalyov has acted as Chief Financial Officer and Treasurer of Marizyme, Inc. since December 2021. Since November 2022, Mr. Kovalyov has also been a director of DGTL Holdings Inc. Previously he served as the chief operating officer and director of Health Logic Interactive Inc. (“HLII”) from September 2020 to November 2021, and as HLII’s chief financial officer from December 2021 to September 2022. In addition, Mr. Kovalyov served as a director and audit committee member of Margaret Lake Diamonds Inc. from January 2021 to August 2022. From September 2018 to September 2020, Mr. Kovalyov was VP of Finance and director of Phivida Holdings Inc., a brand of cannabidiol-infused foods, beverages and clinical products. From October 2016 to September 2020, Mr. Kovalyov was the principal owner of Schindler and Company, an accounting consulting firm. Mr. Kovalyov is a chartered accountant and is a member of Chartered Professional Accountants of Canada. Mr. Kovalyov is qualified to serve on the Board due to his extensive accounting and finance experience.   60 Juliana Daley , CPA Independent Director, Chair of the Audit Committee and member of the of Compensation Committee and Nominating Committee Ms. Daley was appointed as an independent director in June 2023 and holds over eleven years of accounting, controller, and financial reporting experience in the public sector. Ms. Daley has worked a variety of industries in both the United States and Canada. Since July 2021, Ms. Daley has served as Manager of Accounting at Anavex Life Sciences Corp. (NASDAQ: AVXL), a clinical-stage biopharmaceutical company based in New York, NY that is focused on developing treatments for debilitating neurodegenerative and neurodevelopmental diseases. In addition, from August 2021 to July 2022, she served as an independent director and audit committee chair to Vegano Foods (CSE: VAGN) during Vegano Food’s initial public offering in February 2022. From October 2015 to July 2021, Ms. Daley was a Manager of Financial Reporting and Advisory Services to various public companies in the United States and Canada, through her position with the accounting firm, Treewalk (previously ACM Management, Inc.). At Treewalk Ms. Daley assisted clients in meeting their quarterly and annual reporting requirements including the preparation of complete financial reporting packages and managing assurance engagements from start to finish. At Treewalk, she also served as chief financial officer to Makena Resources Inc. (CSE: MKNA) (April 2018 - April 2019) and Naked Brand Group Inc. (NASDAQ: NAKD) (March 2018 - June 2018) until the completion of their prospective mergers in April 2019 and June 2018, respectively. From September 2011 to April 2015, Ms. Daley was employed with Naked Brand Group Inc., where she worked in the accounting department, serving as controller from August 2013 until her departure in April 2015, and where she was also responsible for assisting in various operational functions including EDI implementation, ERP implementation, inventory management, information technology and office administration. From July 2021 to present, Ms. Daley has acted as manager of accounting at Anavex Life Sciences where she assists to in the finalization of all internal reporting, budgeting, and operational matters such as annual SOX audits, quarterly reviews, IT audits, and annual audits. Ms. Daley’s expertise in financial accounting for public companies and her having served as a chief financial officer and controller on companies listed on United States public exchanges makes her a qualified director candidate for our company. Term of Office Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board. Board Leadership Structure and Risk Oversight Our Board has responsibility for the oversight of our risk management processes and, either as a whole or through its committees, regularly discusses with management our major risk exposures, their potential impact on our business and the steps we take to manage them. The risk oversight process includes receiving regular reports from Board committees and members of senior management to enable our Board to understand our risk identification, risk management and risk mitigation strategies with respect to areas of potential material risk, including operations, finance, legal, regulatory, cybersecurity, strategic and reputational risk. Director Independence Our Board is composed of a majority of “independent directors” as defined under the rules of Nasdaq. We use the definition of “independence” applied by Nasdaq to make this determination. Nasdaq Listing Rule 5605(a)(2) provides that an “independent director” is a person other than an officer or employee of the company or any other individual having a relationship which, in the opinion of the Company’s Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The Nasdaq listing rules provide that a director cannot be considered independent if: ● the director is, or at any time during the past three (3) years was, an employee of the company;   61 ● the director or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of twelve (12) consecutive months within the three (3) years preceding the independence determination (subject to certain exemptions, including, among other things, compensation for board or board committee service); ● the director or a family member of the director is a partner in, controlling shareholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exemptions); ● the director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three (3) years, any of the executive officers of the company served on the compensation committee of such other entity; or ● the director or a family member of the director is a current partner of the company’s outside auditor, or at any time during the past three (3) years was a partner or employee of the company’s outside auditor, and who worked on the company’s audit. Under such definitions, our Board has undertaken a review of the independence of each director. Based on information provided by each director concerning his background, employment and affiliations, our Board has determined that Jeffrey Parry, George Kovalyov and Juliana Daley are independent directors of the Company. Board Committees We have established three committees under the board of directors: an audit committee, a compensation committee and a nominating committee. We have adopted a charter for each of the three committees. Copies of our committee charters are posted on our corporate investor relations website. Each committee’s members and functions are described below. Audit Committee . Our Audit Committee consists of Jeffrey Parry, George Kovalyov and Juliana Daley. Ms. Daley is the Chairman of our Audit Committee. We have determined that these directors satisfy the “independence” requirements of Nasdaq Rule 5605 and Rule 10A-3 under the Securities Exchange Act of 1934. Our Board of Directors has determined that Ms. Daley qualifies as an audit committee financial expert and has the accounting or financial management expertise as required under Item 407(d)(5)(ii) and (iii) of Regulation S-K. The Audit Committee will oversee our accounting and financial reporting processes and the audits of the financial statements of our company. The Audit Committee is responsible for, among other things: ● appointing the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors; ● reviewing with the independent auditors any audit problems or difficulties and management’s response; ● discussing the annual audited financial statements with management and the independent auditors; ● reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and control major financial risk exposures; ● reviewing and approving all proposed related party transactions; ● monitoring management’s communication and implementation of the Company’s anti-fraud policy;   62 ● reviewing the Company’s cybersecurity mitigation measures and practices periodically; ● meeting separately and periodically with management and the independent auditors; and ● monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance. Compensation Committee . Our Compensation Committee consists of Jeffrey Parry, George Kovalyov and Juliana Daley. Mr. Kovalyov is the Chairman of our Compensation Committee. The compensation committee assists the board in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers. Our chief executive officer may not be present at any committee meeting during which his compensation is deliberated. The compensation committee is responsible for, among other things: ● reviewing and approving, or recommending to the board for its approval, the compensation for our chief executive officer and other executive officers; ● reviewing and recommending to the shareholders for determination with respect to the compensation of our directors; ● reviewing periodically and approving any incentive compensation or equity plans, programs or similar arrangements; and ● selecting compensation consultant, legal counsel or other adviser only after taking into consideration all factors relevant to that person’s independence from management. Nomination Committee . Our Nomination Committee consists of Jeffrey Parry, George Kovalyov and Juliana Daley. Mr. Parry is the chairman of our nomination committee. The nomination committee assists the board of directors in selecting individuals qualified to become our directors and in determining the composition of the board and its committees. The nomination committee is responsible for, among other things: ● selecting and recommending to the board nominees for election by the shareholders or appointment by the board; ● reviewing annually with the Board the current composition of the Board with regards to characteristics such as independence, knowledge, skills, experience and diversity; ● making recommendations on the frequency and structure of Board meetings and monitoring the functioning of the committees of the Board; and ● advising the Board periodically with regards to significant developments in the law and practice of corporate governance as well as our compliance with applicable laws and regulations, and making recommendations to the board on all matters of corporate governance and on any remedial action to be taken. Family Relationships There are no family relationships between any of our directors or executive officers. Certain Legal Proceedings To our knowledge, no director, independent director, or executive officer of the Company has been a party in any legal proceeding material to an evaluation of his ability or integrity during the past ten years.   63 Code of Ethics The Company adopted a Code of Ethics applicable to its directors, officers, and employees. This includes our principal executive officer, principal financial officer, and principal accounting officer or controller, or persons performing similar functions. The full text of our Code of Ethics is posted on our website. Insider Trading Policy The Company has adopted an insider trading policy that governs the purchase, sale, and/or other transactions of our securities by our directors, officers and employees. A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report for the fiscal year ended December 31, 2025. In addition, with regard to the Company’s trading in its own securities, it is the Company’s policy to comply with the federal securities laws and the applicable exchange listing requirements. Compensation Recovery Policy Under the Sarbanes-Oxley Act, in the event of misconduct that results in a financial restatement that would have reduced a previously paid incentive amount, we can recoup those improper payments from our executive officers. The SEC also recently adopted rules which direct national stock exchanges to require listed companies to implement policies intended to recoup bonuses paid to executives if the company is found to have misstated its financial results. In 2023, we adopted an executive compensation recovery policy or “Clawback Policy” in compliance with Nasdaq rules. Under our Clawback Policy, if we are required to prepare an accounting restatement due to material noncompliance with the financial reporting requirements under any United States securities laws, we will be entitled to recover (and will seek to recover), from our executive officers, any excess incentive-based compensation received by our executive officers during the three-year period prior to the date on which we are required to prepare the restatement. This policy applies to both equity-based and cash compensation awards. The “excess compensation” is the difference between the actual amount that was paid and the amount that would have been paid if the financial statements were prepared properly in the first instance. Involvement in Certain Legal Proceedings To our knowledge, none of our current directors or executive officers has, during the past 10 years: ● been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); ● had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two (2) years prior to that time; ● been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his or her involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity; ● been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;   64 ● been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or ● been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. Item 11. Executive Compensation. Introduction We are an emerging growth company, as defined in the JOBS Act. As an emerging growth company, we will be exempt from certain requirements related to executive compensation, including, but not limited to, the requirements to hold a nonbinding advisory vote on executive compensation and to provide information relating to the ratio of total compensation of our Chief Executive Officer to the median of the annual total compensation of all of our employees, each as required by the Investor Protection and Securities Reform Act of 2010, which is part of the Dodd-Frank Wall Street Reform and Consumer Protection Act. This section provides an overview of our executive compensation programs, including a narrative description of the material factors necessary to understand the information disclosed in the summary compensation table below. Our named executive officers (“Named Executive Officers” or “NEOs”) are: ● Graydon Bensler, Chief Executive Officer and Chief Financial Officer. The objective of our compensation program is to provide a total compensation package to each NEO that will enable us to attract, motivate and retain outstanding individuals, align the interests of our executive team with those of our equity holders, encourage individual and collective contributions to the successful execution of our short- and long-term business strategies and reward NEOs for performance. Compensation of Directors and Named Executive Officers The following table presents information regarding the total compensation (excluding equity-based compensation reported) awarded to, earned by, and paid to our NEOs for services rendered to us in all capacities for the years indicated. Name and Principal Position Year Salary ($) Bonus ($) Option Awards ($) Total ($) Graydon Bensler 2025 $ 262,000 $ 435,800 - $ 697,800 Chief Executive Officer, Chief Financial Officer and Director 2024 $ 196,333 $ 195,000 $ - $ 391,333   65 Compensation Arrangements with Named Executive Officers Graydon Bensler Mr. Bensler serves as Chief Executive Officer and Chief Financial Officer of the Company, which positions he accepted the Board’s appointment for as of the close of business on June 21, 2024. On October 25, 2024, the Company entered into the Second Amended and Restated Consulting Agreement for Non-Employee Chief Executive Officer (the “Second Amended GB Capital Consulting Agreement”) with GB Capital Ltd, a British Colombia, Canada corporation (“GB Capital”) wholly owned by Mr. Bensler. The Second Amended GB Capital Consulting Agreement amended and restated the terms of that certain Amended and Restated Consulting Agreement between the Company and GB Capital for Non-Employee Chief Executive Officer dated June 1, 2020 (the “Original GB Capital Consulting Agreement”). The Original GB Capital Consulting Agreement was amended and restated again on June 21, 2024 pursuant to that certain Amended and Restated Consulting Agreement for Non-Employee Chief Executive Officer between the Company and GB Capital. Under the Second Amended GB Capital Consulting Agreement, GB Capital agreed to designate Mr. Graydon Bensler, Director of GB Capital, to perform the Services (as defined in the Second Amended GB Capital Consulting Agreement). Pursuant to the terms of the Second Amended GB Capital Consulting Agreement, as consideration for Mr. Bensler’s services as non-employee Chief Executive Officer of the Company, the Company would pay GB Capital a consultant fee of $250,000 per annum and certain bonuses. Upon execution of the Second Amended GB Capital Consulting Agreement, the Company would make the following payments to GB Capital (such payments, the Bensler Sign-on Bonuses”): (i) a one-time bonus of $175,000, with (A) $100,000 of such bonus to be paid to GB Capital in cash and (B) $75,000 of such bonus to be remitted to GB Capital in Series B Preferred Stock, with the cash equivalent of such shares of Series B Preferred Stock to be determined by mutual agreement of the Company and GB Capital, and provided such issuance of Series B Preferred Stock was approved by the Company’s stockholders. In the Board’s sole discretion, it may also award GB Capital a bonus at the end of the applicable fiscal year in the amounts it determines in its sole discretion (each of such bonuses, the “GB Capital Annual Bonus”), provided that GB Capital meets the Board’s performance objectives for GB Capital and GB Capital is engaged by the Company for such fiscal year in full. The target of the Annual Bonus is 125% or greater of the Bensler Annual Consultant Fee. For the avoidance of doubt, the first fiscal year for which the Company will consider whether GB Capital qualifies for the GB Capital Annual Bonus is the fiscal year in which the Effective Date falls. Pursuant to the Second Amended GB Capital Consulting Agreement, the Company shall also pay GB Capital in the first fiscal quarter of 2026 a bonus in the amount of $60,000 if the Company has a positive adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization (“EBITDA”) in 2025. Subject to the terms of the Second Amended GB Capital Consulting Agreement, GB Capital is also entitled to each of the following bonus payments (collectively, the “GB Capital Milestone Bonuses”). Such GB Capital Milestone Bonuses are payable upon the occurrence of the following events, at which time the Company shall remit the applicable Milestone Bonuses to GB Capital as follows: (i) the Company shall pay GB Capital $50,000 for each Company acquisition consummated, provided the target company of such acquisition has $2,000,000 in annual revenue or more upon consummation of such acquisition; (ii) the Company shall pay GB Capital $50,000 upon any closing of an equity or equity-linked financing of the Company which results in net proceeds being raised in such financing of $3,000,000 in a fiscal quarter (the closing which qualifies GB Capital for such payment, the “GB Triggering Equity Financing,” and such payment, the “GB Equity Financing Bonus”). For the avoidance of doubt, GB Capital is entitled only to a one-time payment of the GB Equity Financing Bonus $50,000 per fiscal quarter and the Company will not make further payments as an Equity Financing Bonus in spite of the occurrence of any of the following events: (A) the closing of any equity or equity-linked financings subsequent to the GB Triggering Equity Financing in such fiscal quarter which result in proceeds of $3,000,000 to the Company; (B) any closings for the same equity financing round subsequent to the GB Triggering Equity Financing in such fiscal quarter which result in additional proceeds of $3,000,000 or more to the Company); (iii) if and when the Company achieves each of the targeted EBITDA amounts in one fiscal quarter, as set forth in this Section 1(e)(iii) (each of such amounts, “EBITDA Milestone”), the Company shall pay GB Capital a fee equal to 25% of the applicable EBITDA Milestone (such fee, the “EBITDA Milestone Bonus”: (A) $50,000; (B) $150,000; (C) $250,000; (D) $350,000. For the avoidance of doubt, GB Capital may only receive a one-time payment of the EBITDA Milestone Bonus in each fiscal quarter, upon the Company’s achievement of the applicable EBITDA Milestone, and the Company will not make further payments to GB Capital as the EBITDA Milestone Bonus even upon achievement of an EBITDA Milestone in the same fiscal quarter which value exceeds the value of the first EBITDA Milestone GB Capital has achieved in such fiscal quarter; and (iv) the Company shall pay GB Capital $300,000 each time the Company achieves a Market Valuation (as defined in the Second Amended GB Capital Consulting Agreement) of $50,000,000 and $100,000,000, provided that each of such Market Valuations continues for each at least 5 consecutive Trading Days (as defined in the Second Amended GB Capital Consulting Agreement).   66 Additionally, GB Capital may elect to accrue the GB Capital Milestone Bonuses and convert the cash amount of the Bensler Milestone Bonus into shares of the Company’s Common Stock or preferred stock. In such event, the conversion ratio of the Bensler Milestone Bonus shall be determined by mutual agreement between the Company and GB Capital. On October 25, 2024, the Company entered into the Amendment to the Second Amended GB Capital Consulting Agreement which stipulated that the Company’s issuances of Series B Preferred Stock to GB Capital as the Bensler Sign-on Bonuses, were subject to stockholder approval. On April 3, 2025, the Company entered into Amendment No. 2 to the Second Amended GB Capital Consulting Agreement, which amended and restated paragraph 1e of Exhibit B of the Second Amended GB Capital Consulting Agreement, to include the following: “e. Milestone - based Cash Bonuses . Upon the occurrence of the following events, the Company shall remit the applicable cash bonuses to the Consultant as set forth in this Section 1(e) and subject to the terms and conditions of this Section 1(e): (i) The Company shall pay the Consultant $50,000 for each Company acquisition consummated, provided the target company of such acquisition has $2,000,000 in annual revenue or more upon consummation of such acquisition; (ii) The Company shall pay the Consultant $50,000 upon any closing of an equity or equity-linked financing of the Company which results in net proceeds being raised in such financing of $3,000,000 in a fiscal quarter (the closing which qualifies the Consultant for such payment, the “Triggering Equity Financing,” and such payment, the “Equity Financing Bonus”). For the avoidance of doubt, the Consultant is entitled only to a one-time payment of the Equity Financing Bonus $50,000 per fiscal quarter and the Company will not make further payments as an Equity Financing Bonus in spite of the occurrence of any of the following events: (A) the closing of any equity or equity-linked financings subsequent to the Triggering Equity Financing in such fiscal quarter which result in proceeds of $3,000,000 to the Company; (B) any closings for the same equity financing round subsequent to the Triggering Equity Financing in such fiscal quarter which result in additional proceeds of $3,000,000 or more to the Company. (iii) If and when the Company achieves each of the targeted EBITDA amounts in one fiscal quarter, as set forth in this Section 1(e)(iii) (each of such amounts, “EBITDA Milestone”), the Company shall pay the Consultant a fee equal to 25% of the applicable EBITDA Milestone (such fee, the “EBITDA Milestone Bonus”: (A) $50,000; (B) $150,000; (C) $250,000; (D) $350,000. For the avoidance of doubt, the Consultant may only receive a one-time payment of the EBITDA Milestone Bonus in each fiscal quarter, upon the Company’s achievement of the applicable EBITDA Milestone, and the Company will not make further payments to the Consultant as the EBITDA Milestone Bonus even upon achievement of an EBITDA Milestone in the same fiscal quarter which value exceeds the value of the first EBITDA Milestone the Consultant has achieved in such fiscal quarter. (iv) Company shall pay the Consultant $50,000 each time the Company achieves a Market Valuation (as defined below) of $5,000,000, $10,000,000, $15,000,000, $20,000,000, and $25,000,000 (each of such payments, “Valuation Payment”); provided that each of such Market Valuations continue for each at least five (5) consecutive Trading Days (as defined below), and provided further that the Company may only recover any erroneously awarded amounts in Valuation Payments for one (1) year following the date of such erroneous award. (v) The Company shall pay the Consultant $600,000 each time the Company achieves a Market Valuation of $50,000,000 and $100,000,000, provided that each of such Market Valuations continues for each at least 5 consecutive Trading Days.   67 (vi) In any calendar year, the Company shall remit the Consultant a one-time payment of $300,000 upon the Company’s achievement of its first positive EBITDA of $2,000,000 for such calendar year. (vii) The Board, in its sole discretion, may award a cash or equity bonus payment (“Licensing Milestone Bonus”) to the Consultant upon the Company or any of its Subsidiaries’ (as defined below) entry into a license agreement which provides for either: (A) the Company or Subsidiary’s license of any intellectual property rights of the Company or Subsidiary to another party, including the license of intellectual property rights of the Company or Subsidiary to each other; or (B) a third party’s license of intellectual property rights to the Company or Subsidiary; provided, however , that if the Board determines to award the Licensing Milestone Bonus to the Consultant in the form of preferred stock, such preferred stock issuance is subject to the approval of the Company’s shareholders. (viii) Notwithstanding anything to the contrary in this Second A&R Agreement, the Consultant may elect to accrue the payments due to the Consultant under Section 1(e) of this Exhibit B (each, a “Milestone Bonus”) convert the cash amount of the Milestone Bonus into shares of the Company’s common stock or preferred stock. In such event, the conversion ratio of the Milestone Bonus shall be determined by mutual agreement between the Company and the Consultant, provided, however , that if the Consultant determines to receive the Milestone Bonus payment in the form of preferred stock, the Milestone Bonus payment is subject to the approval of the Company’s shareholders.” Capitalized terms used in the text quoted immediately above have the meanings set forth in Amendment No. 2 to the Second Amended GB Capital Consulting Agreement. Amendment No. 2 to the Second Amended GB Capital Consulting Agreement further clarified that the equity grants made to GB Capital under Section 2 of Exhibit B of the GB Consulting Agreement, if determined by the Board to be in the form of preferred stock, is subject to the approval of the Company’s shareholders. Amendment No. 2 to the Second Amended GB Capital Consulting Agreement also deleted Section 4a of the GB Consulting Agreement in its entirety. The foregoing summary of Amendment No. 2 to the Second Amended GB Capital Consulting Agreement does not purport to be complete and is subject to and is qualified in its entirety by a copy of Amendment No. 2 to the Second Amended GB Capital Consulting filed herein as Exhibit 10.9. On August 12, 2025, the Company entered into Amendment No. 3 to the Second Amended GB Capital Consulting Agreement, which provided for the Company’s grant of a fully vested award in the form of either: (i) restricted stock units (“RSUs”), (ii) restricted stock, or (iii) cash (each, an “Acquisition Award”) to GB Capital on the consummation of any acquisition of (i) an entity, (ii) assets, or (iii) capital stock by the Company or any Subsidiary (as defined below). The amount of the Acquisition Award will be calculated based on the total purchase price of the consummated acquisition, regardless of whether or not such purchase price is paid in cash, stock, assumed debt, or other consideration (such purchase price, the “Acquisition Value”), and will be determined as follows: ● Acquisition Value from $0 to $5,000,000 – GB Capital is entitled to an Acquisition Award of 5% of the Acquisition Value; ● Acquisition Value over $5,000,000 to $10,000,000 – GB Capital is entitled to an Acquisition Award of 6% of the Acquisition Value; ● Acquisition Value over $10,000,000 to $20,000,000 – GB Capital is entitled to an Acquisition Award of 7% of the Acquisition Value; and ● Acquisition Value over $20,000,000 – GB Capital is entitled to an Acquisition Award of 8% of the Acquisition Value. In addition to the determinations of Acquisition Value set forth above, the Compensation Committee may, in its sole discretion, determine to award GB Capital an additional 1% of the applicable percentage of the Acquisition Value if: (i) the Board and/or Compensation Committee projects the applicable acquisition to be earnings before interest, tax, depreciation, and amortization (EBITDA) or net income accretive within twelve (12) months of closing or (b) the Compensation Committee deems the applicable acquisition as an advancement to the Company’s long-term growth objectives, competitive positioning, and/or operational capabilities.   68 If GB Capital elects to receive its Acquisition Award in the form of RSUs or restricted stock, the number of RSUs (“RSU Award Amount”) or restricted stock granted shall equal (x) the dollar value of the Acquisition Award divided by (y) the trailing five (5) day volume-weighted average price (VWAP) of the Company’s Common Stock ending on the trading day prior to the acquisition closing date (such RSU Award Amount rounded down to the nearest whole share). The RSUs or restricted stock granted to GB Capital will be fully vested and shall not be subject to any further service or performance conditions. Acquisition Awards may, at the Board’s discretion and in compliance with applicable law, be issued directly to GB Capital or any other designated entity of GB Capital. All such Acquisition Awards shall be subject to applicable securities laws and the terms of the Company’s then-effective equity incentive plan or other applicable grant policy. “Person” means an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, any other entity, or a governmental entity. “Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, joint venture or other legal entity of which such Person (either above or through or together with any other Subsidiary) owns, directly or indirectly, more than 50% of the stock or other equity interests the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such entity. Amendment No. 3 to the Second Amended GB Capital Consulting Agreement also provided for the name change of the Second Amended GB Capital Consulting Agreement, going forward, to “Consulting and Services Agreement for Non-Employee Chief Executive Officer.” Amendment No. 3 to the Second Amended GB Capital Consulting Agreement is filed as Exhibit 10.17 herein. On October 16, 2025, the Company entered into Amendment No. 4 to the Consulting and Services Agreement for Non-Employee Chief Executive Officer (“Amendment No. 4 to the GB Capital Consulting Agreement”) with GB Capital. Amendment No. 4 to the Consulting and Services Agreement for Non-Employee Chief Executive Officer between the Company and GB Capital (the “GB Capital Consulting Agreement”) modified the terms of the GB Capital Consulting Agreement as follows: a. Add terms to Section 3 to provide for a monthly housing reimbursement of $8,000 to GB Capital solely for the purpose of facilitating its performance of services in Newport Beach, California. b. Amend and restate Section 5’s provisions regarding GB Capital’s independent contractor relationship with the Company; c. Amend and restate Section 6’s provisions regarding GB Capital’s determination of the method, detail, and means of performing its services, subject to the results required by the Company set forth in the GB Capital Consulting Agreement and applicable Statements of Work, if any; d. Amend and restate subsection 6(b)’s provisions regarding GB Capital’s ineligibility for the Company’s employee benefits; e. Amend and restate subsection 6(c)’s provisions regarding GB Capital’s tax responsibilities for compensation paid under the GB Capital Consulting Agreement;   69 f. Add subsection 6(d) to provide for GB Capital’s express authorization to enter into contracts and make commitments on behalf of the Company, subject to any limitations or approval requirements established by the Board or as otherwise provided in writing by the Company; g. Add subsection 6(e) to provide for GB Capital’s non-exclusive engagement as consultant under the GB Capital Consulting Agreement and permit GB Capital’s to provide services to other clients and other clients and to engage in other business activities; and h. Add subsection 6(f) to state that the GB Capital Consulting Agreement does not create an employment, agency, partnership, fiduciary, or joint venture relationship between the Parties. Additionally, Amendment No. 4 to the GB Capital Consulting Agreement replaces all references to “severance payment”, “Severance Payment”, and “Severance Event”) in the GB Capital Consulting Agreement with “termination payment,” “Termination Payment,” and “Termination Event,” respectively, on a nomenclature basis without changing the parties’ substantive rights or obligations. Except as expressly amended in Amendment No. 4 to the GB Capital Consulting Agreement, the GB Capital Consulting Agreement remains in full force and effect. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 4 to the GB Capital Consulting Agreement, a copy of which is filed as Exhibit 10.28 herein. Director Compensation The Company pays each of its independent directors $55,500 in compensation for their services to the Company as independent directors. The Company’s current independent directors are paid this annual compensation on a quarterly basis, or $13,875 at each fiscal quarter’s end. We previously compensated our independent directors for their services as directors through a mix of cash and stock options. In addition to in-person attendance bonuses, we intend to reimburse our non-employee directors for reasonable travel and out-of-pocket expenses incurred in connection with attending Board and Board committee meetings. Equity Incentive Awards The Company has historically granted stock options to its employees, including its executive officers, under the Amended 2020 Equity Incentive Plan (“2020 Plan”). On September 15, 2025 (the “2025 Plan Effective Date”), the 2025 Plan became effective. As of the 2025 Plan Effective Date, the 2025 Plan superseded the 2020 Plan, and any shares of Common Stock underlying awards already made under the 2020 Plan will be issued from the 2025 Plan. On the Plan Effective Date, (i) outstanding awards made under the 2020 Plan will remain outstanding, and such awards will remain subject to the original award terms; and (ii) shares subject to any outstanding awards made under the 2020 Plan will be administered from the share reserve of the 2025 Plan. The 2025 Plan is filed herein as Exhibit 10.1. The purpose of the 2025 Plan is to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to employees, directors and consultants, and to promote the success of our business. The administrator of the 2025 Plan (the “Administrator”) may, in its sole discretion, amend, alter, suspend or terminate the 2025 Plan, or any part thereof, at any time and for any reason. We will obtain stockholder approval of any 2025 Plan amendment to the extent necessary and desirable to comply with legal and regulatory requirements relating to the administration of equity-based awards. Unless earlier terminated by the Administrator, the 2025 Plan will terminate ten years after the 2025 Plan Effective Date. Any capitalized terms used in this “2025 Equity Incentive Plan” subsection and not otherwise defined herein have the meaning given to that term in the 2025 Plan.   70 Authorized Shares Initially, the maximum number of shares of our Common Stock that may be subject to awards under the 2025 Plan is 169,281, or 25% of the issued and outstanding shares of Common Stock as of the 2025 Plan Effective Date. Subject to adjustment upon dividends or other distributions, recapitalizations, stock splits, reorganizations, merger, consolidations, split-ups, spin-offs, combinations, changes in control, repurchases or exchange of Shares or other securities of the Company as provided in Section 12 of the 2025 Plan, the number of shares of Common Stock reserved and available for issuance under the 2025 Plan will be (i) no less than twenty five percent (25%) of the shares of Common Stock issued and outstanding as of the 2025 Plan Effective Date; (ii) on January 1 of each calendar year after the 2025 Plan Effective Date, will automatically increase by an amount equal to the lesser of: (A) ten percent (10%) of the shares of Common Stock issued and outstanding as of January 1 of the applicable calendar year; and (B) such lesser amount as determined by the Administrator, in its sole discretion. Additionally, if an Award expires or becomes unexercisable without having been exercised in full, is surrendered pursuant to an exchange program, or, with respect to restricted stock, is forfeited to or repurchased by the Company due to the failure to vest, the unpurchased shares of Common Stock (or for Awards other than Options the forfeited or repurchased Shares) which were subject thereto will become available for future grant or sale under the 2025 Plan (unless the 2025 Plan has terminated). Shares of Common Stock that have actually been issued under the 2025 Plan under any Award will not be returned to the 2025 Plan and will not become available for future distribution under the 2025 Plan; provided, however, that if shares of Common Stock issued pursuant to Awards of Restricted Stock are repurchased by the Company or are forfeited to the Company due to the failure to vest or upon certain events, such shares of Common Stock will become available for future grant under the 2025 Plan. Shares of Common Stock used to pay the exercise price of an Award or to satisfy the tax withholding obligations related to an Award will become available for future grant or sale under the 2025 Plan. To the extent an Award under the 2025 Plan is paid out in cash rather than shares of Common Stock, such cash payment will not result in reducing the number of shares of Common Stock available for issuance under the 2025 Plan. Notwithstanding the foregoing and, subject to adjustment as provided in Section 12, the maximum number of shares of Common Stock that may be issued upon the exercise of Incentive Stock Options will equal the aggregate number of shares reserved and issuable under the 2025 Plan, plus, to the extent allowable under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations promulgated under the Code, any shares of Common Stock that become available for issuance under the 2025 Plan pursuant to Section 3(b) of the 2025 Plan (shares of Common Stock which were subject to Awards which have: expired or becomes unexercisable without having been exercised in full, surrendered pursuant to an exchange program, or with respect to restricted stock, is forfeited to or repurchased by the Company due to the failure to vest, the unpurchased shares of Common Stock (or for Awards other than Options the forfeited or repurchased Shares). Plan Administration The 2025 Plan will be administered by (i) the Compensation Committee or (ii) the Board, if the Compensation Committee does not exist, and in any event, the administrator of the 2025 Plan shall administer the 2025 Plan in compliance with Applicable Laws. Subject to the provisions of the 2025 Plan, and in the case of the Compensation Committee, subject to the specific duties delegated by the Board to the Compensation Committee, the Administrator will have the authority, in its discretion: (A) to determine the Fair Market Value; (B) to select the Service Providers to whom Awards may be granted under the 2025 Plan; (C) to determine the number of Shares to be covered by each Award granted under the 2025 Plan; (D) to approve forms of Award Agreements for use under the 2025 Plan; (E) to determine the terms and conditions, not inconsistent with the terms of the 2025 Plan, of any Award granted under the 2025 Plan, of which terms and conditions include, but are not limited to, the exercise price, the time or times when Awards may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award or the Shares of Common Stock relating thereto, based in each case on such factors as the Administrator will determine; (F) to institute and determine the terms and conditions of an Exchange Program; (G) to construe and interpret the terms of the 2025 Plan and Awards granted pursuant to the 2025 Plan; (H) to prescribe, amend and rescind rules and regulations relating to the 2025 Plan, including rules and regulations relating to sub-plans established for the purpose of satisfying applicable foreign laws or for qualifying for favorable tax treatment under applicable foreign laws; (I) to modify or amend each Award (subject to the amendment and termination provisions of the 2025 Plan), including but not limited to, the discretionary authority to extend the post-termination exercisability period of Awards and to extend the maximum term of an Option (subject to the Option term provisions set forth in the 2025 Plan; (J) to allow Participants to satisfy withholding tax obligations in a manner prescribed in Section 13 of the 2025 Plan; (K) to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Award previously granted by the Administrator; (L) to allow a Participant to defer the receipt of the payment of cash or the delivery of shares of Common Stock that otherwise would be due to such Participant under an Award; and (M) to make all other determinations deemed necessary or advisable for administering the 2025 Plan. The Administrator’s decisions, determinations and interpretations will be final and binding on all Participants and any other holders of Awards.   71 “Fair Market Value” means as of any date, the value of Common Stock determined as follows: (i) if the Common Stock is listed on any established stock exchange or a national market system, including without limitation The Nasdaq Global Select Market, The Nasdaq Global Market or The Nasdaq Capital Market of The Nasdaq Stock Market LLC, its Fair Market Value will be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system on the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; (ii) if the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of a Share will be the mean between the high bid and low asked prices for the Common Stock on the day of determination (or, if no bids and asks were reported on that date, as applicable, on the last trading date such bids and asks were reported), as reported in The Wall Street Journal or such other source as the Administrator deems reliable; and (iii) in the absence of an established market for the Common Stock, the Fair Market Value will be determined in good faith by the Administrator using one of the valuation methods set forth in Section 1.409A-1(b)(5)(iv)(B)(2) of the Treasury Regulation. Such determination shall be conclusive and binding on all persons. Eligibility Under the 2025 Plan, Non-statutory Stock Options, Restricted Stock, Restricted Stock Units and other equity awards granted may be granted to Service Providers. Additionally, Incentive Stock Options may be granted only to Employees. Stock Options Subject to the terms and provisions of the 2025 Plan, the Administrator, at any time and from time to time, may grant Options in such amounts as the Administrator, in its sole discretion, will determine. Each Award of an Option will be evidenced by an Award Agreement that will specify the exercise price, the term of the Option, the number of shares of Common Stock subject to the Option, the exercise restrictions, if any, applicable to the Option, and such other terms and conditions as the Administrator, in its sole discretion, will determine. Each Option will be designated in the Award Agreement as either an Incentive Stock Option or a Non-statutory Stock Option. Notwithstanding such designation, however, to the extent that the aggregate Fair Market Value of the shares of Common Stock with respect to which Incentive Stock Options are exercisable for the first time by the Participant during any calendar year (under all plans of the Company and any Parent or Subsidiary) exceeds one hundred thousand dollars ($100,000), such Options will be treated as Non-statutory Stock Options. The term of each Option will be stated in the Award Agreement; provided, however, that the term will be no more than five (5) years from the date of grant thereof. In the case of an Incentive Stock Option granted to a Participant who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary, the term of the Incentive Stock Option will be five (5) years from the date of grant or such shorter term as may be provided in the Award Agreement. The terms of outstanding Awards may be amended without shareholder approval to reduce the exercise price of outstanding Options, or to cancel outstanding Options in exchange for cash, other Awards, or Options with an exercise price that is less than the exercise price of the original Option, to the extent permitted by Applicable Law or the listing rules of Nasdaq.   72 The per share exercise price for the shares of Common Stock to be issued pursuant to the exercise of an Option will be determined by the Administrator, but will be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. As to an Incentive Stock Option granted to an Employee who owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the per share exercise price will be no less than one hundred ten percent (110%) of the Fair Market Value per Share on the date of grant. Options may be granted with a per share exercise price of less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant pursuant to a transaction described in, and in a manner consistent with, Code Section 424(a). At the time an Option is granted, the Administrator will fix the period within which the Option may be exercised and will determine any conditions that must be satisfied before the Option may be exercised. The Administrator will determine the acceptable form of consideration for exercising an Option, including the method of payment. In the case of an Incentive Stock Option, the Administrator will determine the acceptable form of consideration at the time of grant. Such consideration may consist entirely of: (i) cash; (ii) check; (iii) promissory note, to the extent permitted by Applicable Laws; (iv) other Shares, provided that such Shares have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which such Option will be exercised and provided further that accepting such Shares will not result in any adverse accounting consequences to the Company, as the Administrator determines in its sole discretion; (v) consideration received by the Company under cashless exercise program (whether through a broker or otherwise) implemented by the Company in connection with the 2025 Plan; (vi) by net exercise; (vii) such other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Law; or (viii) any combination of the foregoing methods of payment. In making its determination as to the type of consideration to accept, the Administrator will consider if acceptance of such consideration may be reasonably expected to benefit the Company. Any Option granted under the 2025 Plan will be exercisable according to the terms of the 2025 Plan and at such times and under such conditions as determined by the Administrator and set forth in the Award Agreement. An Option may not be exercised for a fraction of a share of Common Stock. Restricted Stock Subject to the terms and provisions of the 2025 Plan, the Administrator, at any time and from time to time, may grant Shares of Restricted Stock to Service Providers in such amounts as the Administrator, in its sole discretion, will determine. Each Award of Restricted Stock will be evidenced by an Award Agreement that will specify the Period of Restriction, the number of Shares granted, and such other terms and conditions as the Administrator, in its sole discretion, will determine. Unless the Administrator determines otherwise, the Company as escrow agent will hold Shares of Restricted Stock until the restrictions on such Shares have lapsed. Except as provided in the 2025 Plan or as the Administrator determines, shares of Restricted Stock may not be transferred until the end of the applicable Period of Restriction (as defined below). The Administrator, in its sole discretion, may impose such other restrictions on Shares of Restricted Stock as it may deem advisable or appropriate. Except as otherwise provided in the 2025 Plan, Shares of Restricted Stock covered by each Restricted Stock grant made under the 2025 Plan will be released from escrow as soon as practicable after the last day of the Period of Restriction or at such other time as the Administrator may determine. The Administrator, in its discretion, may accelerate the time at which any restrictions will lapse or be removed. During the Period of Restriction, Service Providers holding Shares of Restricted Stock granted under the 2025 Plan may exercise full voting rights with respect to those Shares, unless the Administrator determines otherwise. “Period of Restriction” means the period during which the transfer of shares of Restricted Stock are subject to restrictions and therefore, the shares of Common Stock are subject to a substantial risk of forfeiture. Such restrictions may be based on the passage of time, the achievement of target levels of performance, or the occurrence of other events as determined by the Administrator. During the Period of Restriction, Service Providers holding shares of Restricted Stock will be entitled to receive all dividends and other distributions paid with respect to such shares, unless the Administrator provides otherwise. If any such dividends or distributions are paid in shares of Common Stock, the shares of Common Stock will be subject to the same restrictions on transferability and forfeitability as the shares of Restricted Stock with respect to which they were paid. On the date set forth in the Award Agreement, the Restricted Stock for which restrictions have not lapsed will revert to the Company and again will become available for grant under the 2025 Plan.   73 Restricted Stock Units Subject to the terms and provisions of the 2025 Plan, the Administrator, at any time and from time to time, may grant Restricted Stock Units to Service Providers in such amounts as the Administrator, in its sole discretion, will determine. Each Award of Restricted Stock Units will be evidenced by an Award Agreement that will specify the terms, conditions, and restrictions (if any) related to the grant, including the number of Restricted Stock Units. The Administrator will set vesting criteria in its discretion, which, depending on the extent to which the criteria are met, will determine the number of Restricted Stock Units that will be paid out to the Participant. A Restricted Stock Unit Award may vest upon completion of a specified period of service with the Company or a Subsidiary and/or based on the achievement of certain performance goals during the applicable performance period, as set forth in the Participant’s Award Agreement. If Restricted Stock Units vest based upon satisfaction of performance goals, then the Administrator will: (x) determine the nature, length and starting date of any performance period for the Restricted Stock Units; (y) select the performance goals to be used to measure the performance; and (z) determine what additional vesting conditions, if any, should apply. Upon meeting the applicable vesting criteria, the Participant will be entitled to receive a payout as determined by the Administrator. Notwithstanding the foregoing, at any time after the grant of Restricted Stock Units, the Administrator, in its sole discretion, may reduce or waive any vesting criteria that must be met to receive a payout. The Administrator may, in its sole discretion, award dividend equivalents in connection with the grant of Restricted Stock Units that may be settled in cash, in Shares of equivalent value, or in some combination thereof. Payment of earned Restricted Stock Units will be made upon the date(s) determined by the Administrator and set forth in the Award Agreement. The Administrator, in its sole discretion, may only settle earned Restricted Stock Units in cash, Shares, or a combination of both. On the date set forth in the Award Agreement, all Shares underlying any unvested, unlapsed, unearned Restricted Stock Units will be forfeited to the Company for future issuance. Other Awards Other forms of Awards valued in whole or in part by reference to, or otherwise based on, Common Stock, including the appreciation in value thereof may be granted either alone or in addition to the specified Awards provided for in the 2025 Plan. Subject to the provisions of the 2025 Plan, the Board will have sole and complete discretion to determine the persons to whom and the time or times at which such Other Awards will be granted, the number of shares of Common Stock (or the cash equivalent thereof) to be granted pursuant to such other Awards and all other terms and conditions of such other Awards. Non-transferability of Awards Unless determined otherwise by the Administrator, Awards may not be sold, pledged, assigned, hypothecated, or otherwise transferred in any manner other than by will or by the laws of descent and distribution, and may be exercised, during the lifetime of the Participant, only by the Participant. If the Administrator makes an Award transferable, such Award may only be transferred (i) by will, (ii) by the laws of descent and distribution, or (iii) as permitted by Rule 701 of the Securities Act of 1933, as amended (the “Securities Act”). Certain Adjustments In the event that any dividend or other distribution (whether in the form of cash, shares of Common Stock, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of shares of Common Stock or other securities of the Company, or other change in the corporate structure of the Company affecting the shares of Common Stock occurs, the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the 2025 Plan, the Company will adjust the number and class of shares of Common Stock that is reserved and issuable under the 2025 Plan and/or the number, class, and price of shares of Common Stock covered by each outstanding Award.   74 Dissolution or Liquidation In the event of the proposed dissolution or liquidation of the Company, the Administrator will notify each Participant as soon as practicable prior to the effective date of such proposed transaction. To the extent it has not been previously exercised, an Award will terminate immediately prior to the consummation of such proposed action. Merger or Change in Control In the event of a merger or Change in Control (as defined below), each outstanding Award will be treated as the Administrator determines (subject to the provisions of the following paragraph) without a Participant’s consent including, without limitation, that: (i) Awards will be assumed, or substantially equivalent Awards will be substituted, by the acquiring or succeeding corporation (or an affiliate thereof) with appropriate adjustments as to the number and kind of shares and prices; (ii) upon written notice to a Participant, that the Participant’s Awards will terminate upon or immediately prior to the consummation of such merger or Change in Control; (iii) outstanding Awards will vest and become exercisable, realizable, or payable, or restrictions applicable to an Award will lapse, in whole or in part prior to or upon consummation of such merger or Change in Control, and, to the extent the Administrator determines, terminate upon or immediately prior to the effectiveness of such merger or Change in Control; (iv) (A) the termination of an Award in exchange for an amount of cash and/or property, if any, equal to the amount that would have been attained upon the exercise of such Award or realization of the Participant’s rights as of the date of the occurrence of the transaction (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction the Administrator determines in good faith that no amount would have been attained upon the exercise of such Award or realization of the Participant’s rights, then such Award may be terminated by the Company without payment), or (B) the replacement of such Award with other rights or property selected by the Administrator in its sole discretion; or (v) any combination of the foregoing. In taking any of the actions permitted under this Section 12(c), the Administrator will not be obligated to treat all Awards, all Awards held by a Participant, or all Awards of the same type, similarly. In the event that the successor corporation does not assume or substitute for the Award (or portion thereof), the Participant will fully vest in and have the right to exercise all of his or her outstanding Options, including Shares as to which such Awards would not otherwise be vested or exercisable, all restrictions on Restricted Stock will lapse, and, with respect to Awards with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at one hundred percent (100%) of target levels and all other terms and conditions met. In addition, if an Option is not assumed or substituted in the event of a merger or Change in Control, the Administrator will notify the Participant in writing or electronically that the Option will be exercisable for a period of time determined by the Administrator in its sole discretion, and the Option will terminate upon the expiration of such period. An Award will be considered assumed if, following the merger or Change in Control, the Award confers the right to purchase or receive, for each Share subject to the Award immediately prior to the merger or Change in Control, the consideration (whether stock, cash, or other securities or property) received in the merger or Change in Control by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the merger or Change in Control is not solely common stock of the successor corporation or its Parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of an Option, for each Share subject to such Award, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the merger or Change in Control. Notwithstanding anything in Section 12(c) of the 2025 Plan to the contrary, an Award that vests, is earned or paid-out upon the satisfaction of one or more performance goals will not be considered assumed if the Company or its successor modifies any of such performance goals without the Participant’s consent; provided, however, a modification to such performance goals only to reflect the successor corporation’s post-Change in Control corporate structure will not be deemed to invalidate an otherwise valid Award assumption.   75 Notwithstanding anything in Section 12(c) of the 2025 Plan to the contrary, if a payment under an Award Agreement is subject to Code Section 409A and if the change in control definition contained in the Award Agreement does not comply with the definition of “change of control” for purposes of a distribution under Code Section 409A, then any payment of an amount that is otherwise accelerated under this Section 12 will be delayed until the earliest time that such payment would be permissible under Code Section 409A without triggering any penalties applicable under Code Section 409A. “Change in Control” means any of the following events: (i) A change in the ownership of the Company which occurs on the date that any one person, or more than one person acting as a group (“Person”), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than 50% of the total voting power of the stock of the Company, except that any change in the ownership of the stock of the Company as a result of a private financing of the Company that is approved by the Board will not be considered a Change in Control; (ii) If the Company has a class of securities registered pursuant to Section 12 of the Exchange Act, a change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced during any twelve (12) month period by Directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. For purposes of this clause (ii), if any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change in Control; or (iii) A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than 50% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions. For purposes of this subsection (iii), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. For purposes of the definition of Change in Control, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Code Section 409A, as it has been and may be amended from time to time, and any proposed or final Treasury Regulations and Internal Revenue Service guidance that has been promulgated or may be promulgated thereunder from time to time. Further, and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (i) its sole purpose is to change the jurisdiction of the Company’s incorporation; or (ii) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction. Treatment of Awards on Termination of Relationship as a Service Provider Unless otherwise provided by the Administrator, if a Participant ceases to be a Service Provider, other than upon the Participant’s termination as the result of the Participant’s death or Disability, any unvested portion of any applicable Awards will be forfeited and shares of Common Stock covered by any vested portion of the applicable Awards that have not been issued to the Participant or its designees, as applicable, pursuant to the exercise or settlement thereof during the period beginning on the date of cessation of the Participant as a Service Provider until three (3) months thereafter, will revert to the 2025 Plan. Notwithstanding the immediately preceding sentence, if the Service Provider is terminated for Cause, any Award issued to such terminated Service Provider will be forfeited, regardless of any vested or unvested portion of such Award, and in the case of such forfeiture, the Shares covered by the Award will revert to the 2025 Plan. Unless otherwise provided by the Administrator, if a Participant ceases to be a Service Provider as a result of the Participant’s Disability, (i) the vested portion of the Option shall remain exercisable for the amount set forth in the Award Agreement (but in no event later than the expiration of the term of the Option as set forth in the Award Agreement), and if no time is specified in the Award Agreement, the vested portion of the Option shall remain exercisable for twelve (12) months following the Participant’s termination, and (ii) the unvested portion shall remain exercisable for three (3) months following the Participant’s termination due to Disability, and after such three (3) months the Shares underlying the unvested portion of the Option will be forfeited and revert to the 2025 Plan. If after termination the Participant does not exercise his or her Option within the time specified herein, the Option will terminate, and the Shares covered by such Option will revert to the 2025 Plan.   76 Unless otherwise provided by the Administrator, if a Participant dies while a Service Provider, the Option may be exercised within such period of time as is specified in the Award Agreement (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement) to the extent that the Option is vested on the date of death, by the Participant’s designated beneficiary, provided such beneficiary has been designated prior to the Participant’s death in a form acceptable to the Administrator. If no such beneficiary has been designated by the Participant, then such Option may be exercised by the personal representative of the Participant’s estate or by the person(s) to whom the Option is transferred pursuant to the Participant’s will or in accordance with the laws of descent and distribution. In the absence of a specified time in the Award Agreement, the Option shall remain exercisable for twelve (12) months following the Participant’s termination. Unless otherwise provided by the Administrator, if at the time of death Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will immediately revert to the 2025 Plan. If the Option is not so exercised within the time specified herein, the Option will terminate, and the Shares covered by such Option will revert to the 2025 Plan. Clawback Awards will be subject to any Company clawback policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable laws. The administrator also may specify in an award agreement that the participant’s rights, payments or benefits with respect to an award will be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events. The Administrator may require a participant to forfeit, return or reimburse the Company all or a portion of the Award or shares issued under the Award, any amounts paid under the Award and any payments or proceeds paid or provided upon disposition of the shares issued under the Award in order to comply with such clawback policy or Applicable Laws. U.S. Federal Income Tax Consequences The 2025 Plan is, in part, is a qualified plan for federal income tax purposes. As such, the Company is entitled to (i) withhold and deduct from future wages of the Participant, or make other arrangements for the collection of, all legally required amounts necessary to satisfy any and all federal, state and local withholding and employment-related tax requirements attributable to a qualified stock option, including, without limitation, the grant, exercise or vesting of, or payment of dividends with respect to, a qualified stock option or a disqualifying disposition of stock received upon exercise of a qualified stock option, or (ii) require the Participant promptly to remit the amount of such withholding to the Company before taking any action, including issuing any shares of Common Stock, with respect to a qualified stock option. Amendment and Termination The Board may at any time amend, alter, suspend or terminate the 2025 Plan. The Company shall obtain stockholder approval of any Plan amendment to the extent necessary and desirable to comply with Applicable Laws. Additionally, the Company shall obtain stockholder approval for each of the following: (i) increases to the shares of Common Stock reserved and issuable under the 2025 Plan other than as set forth in Section 3(c)(ii) to 3(c)(iii) of the 2025 Plan (evergreen and adjustment provisions of the 2025 Plan); (ii) any changes to the applicable prices that a Participant may pay for with regard to applicable Awards granted under the 2025 Plan, provided, however, that the terms of outstanding Awards may be amended without shareholder approval to reduce the exercise price of outstanding Options, or to cancel outstanding Options in exchange for cash, other Awards, or Options with an exercise price that is less than the exercise price of the original Option; (iii) changes to the 2025 Plan which would expand eligibility for Participant or potential Participants’ Awards; (iv) changes to the 2025 Plan which would materially increase Participants’ or potential Participants’ benefits available under the 2025 Plan; and (v) changes to the 2025 Plan which would expand the types of Awards provided under the 2025 Plan. Notwithstanding anything to the contrary in the 2025 Plan, the terms of outstanding Awards may be amended without shareholder approval to reduce the exercise price of outstanding Options, or to cancel outstanding Options in exchange for cash, other Awards, or Options with an exercise price that is less than the exercise price of the original Option to the extent permitted by applicable law or the listing rules of the applicable trading market.   77 No amendment, alteration, suspension or termination of the 2025 Plan will impair the rights of any Participant, unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be in writing and signed by the Participant and the Company. Termination of the 2025 Plan will not affect the Administrator’s ability to exercise the powers granted to it under the 2025 Plan with respect to Awards granted under the 2025 Plan prior to the date of such termination. As of December 31, 2025, no options to purchase shares of Common Stock under the Plan were outstanding, and 7,752 shares were available for future grant. Each option granted under the Plan will carry a term of no more than 10 years from the date of grant and the Plan will remain in effect until it is terminated by the Board. The term and vesting periods for options granted under the Plan are determined by the Board. The summary does not contain a complete description of all provisions of the 2025 Plan and is qualified in its entirety by reference to the 2025 Plan, a copy of which is filed as Exhibit 10.1 to this Annual Report. Policies and Practices for Granting Certain Equity Awards Our policies and practices regarding the granting of equity awards are carefully designed to ensure compliance with applicable securities laws and to maintain the integrity of our executive compensation program. The Compensation Committee is responsible for the timing and terms of equity awards to executives and other eligible employees. The timing of equity award grants is determined with consideration to a variety of factors, including but not limited to, the achievement of pre-established performance targets, market conditions and internal milestones. The Company does not follow a predetermined schedule for the granting of equity awards; instead, each grant is considered on a case-by-case basis to align with the Company’s strategic objectives and to ensure the competitiveness of our compensation packages. In determining the timing and terms of an equity award, the Board or the Compensation Committee may consider material nonpublic information to ensure that such grants are made in compliance with applicable laws and regulations. The Board’s or the Compensation Committee’s procedures to prevent the improper use of material nonpublic information in connection with the granting of equity awards include oversight by legal counsel and, where appropriate, delaying the grant of equity awards until the public disclosure of such material nonpublic information. The Company is committed to maintaining transparency in its executive compensation practices and to making equity awards in a manner that is not influenced by the timing of the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. The Company regularly reviews its policies and practices related to equity awards to ensure they meet the evolving standards of corporate governance and continue to serve the best interests of the Company and its shareholders. Equity Compensation Plan Information The table below sets forth information concerning securities granted under equity compensation plans approved and not approved by security holders of the Company and the weighted average exercise price for such securities as of December 31, 2025. Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted- average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (a) (b) (c) Equity compensation plans approved by security holders 6 $265,384 7,746 Equity compensation plans not approved by security holders - $ - - Total 6 $ 265,384 7,746   78 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The following table sets forth certain information regarding the ownership of the Company’s Common Stock and Series B Preferred Stock as of March 30, 2026 by: (i) each director and nominee for director; (ii) each executive officer named in the Summary Compensation Table; (iii) all executive officers and directors of the Company as a group; and (iv) all those known by the Company to be beneficial owners of more than five percent (5%) of its Common Stock and Series B Preferred Stock. We have determined beneficial ownership in accordance with the rules and regulations of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. In general, under these rules a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares voting power or investment power with respect to such security. A person is also deemed to be a beneficial owner of a security if that person has the right to acquire beneficial ownership of such security within 60 days of March 30, 2026. Except as indicated by the footnotes below, we believe, based on information furnished to us, that the persons and entities named in the table below have sole voting and sole investment power with respect to all shares that they beneficially own, subject to applicable community property laws. Percentage ownership is based on 1,159,112 shares of Common Stock and 6,372,874 shares of outstanding Series B Preferred Stock as of March 30, 2026. Number of Shares Beneficially Owned Beneficial Ownership Percentages Name and Address of Beneficial Owner (1) Common Stock Series B Preferred Stock Percent of Common Stock Percent of Series B Preferred Stock (2) Percent of Voting Stock (2) Officers and Directors Braeden Lichti, Non-employee, Non-Executive Chairman of the Board 35 (3) 3,336,437 (4) * % 52.35 % 44.30 % Graydon Bensler, Non-Employee Chief Executive Officer, Chief Financial Officer and Director 10 (5) 3,036,437 (6) * % 47.65 % 40.31 % Jeffrey Parry, Director 2 (7) 0 * % 0 % *% George Kovalyov, Director 0 0 * % 0 % *% Juliana Daley, Director 2 (8) 0 * % 0 % *% All executive officers and directors as a group (5 persons) 49 (9) 6,372,874 * % 100 % 84.64 % 5%+ Stockholders of Series B Preferred Stock Northstrive Companies Inc. (10) ** 3,336,437 (4) ** 52.35 % 44.30 % GB Capital Ltd (11) ** 3,036,437 (6) ** 47.65 % 40.31 % 5%+ Stockholders of Common Stock * Denotes less than one (1%) percent. ** This shareholder is not a 5% or greater holder of Common Stock, only a 5% or greater holder of Series B Preferred Stock. (1) Unless otherwise indicated, the business address of each of the individuals is our address of c/o PMGC Inc., 120 Newport Center Drive, Newport Beach, CA 92660. (2) Rounded to the nearest tenth percent. (3) Consists of (i) 2 shares of Common Stock that Mr. Lichti has the right to acquire from us within 60 days of March 30, 2026 pursuant to the exercise of stock options previously granted under the Amended 2020 Equity Incentive Plan, (ii) 32 shares of Common Stock held by Northstrive Companies Inc., of which Mr. Lichti has sole voting and dipositive power over the shares, and (iii) 1 share of Common Stock underlying warrants held by BWL Investments Ltd. (4) These shares of Series B Preferred Stock are held through Northstrive Companies Inc., a California corporation wholly owned by Braeden Lichti, the Company’s Non-employee, Non-Executive Chairman. Mr. Lichti has sole voting and dispositive power over these shares. (5) Consists of (i) 8 shares of Common Stock held by GB Capital Ltd, of which Mr. Bensler has sole voting and dipositive power over the shares and (ii) 2 shares of Common Stock that Mr. Bensler has the right to acquire from us within 60 days of March 30, 2026 pursuant to the exercise of stock options previously granted under the Amended 2020 Equity Incentive Plan. (6) These shares of Series B Preferred Stock are held through GB Capital Ltd, a British Columbia, Canada corporation wholly owned by Graydon Bensler, the Company’s Non-employee Chief Executive Officer, Chief Financial Officer, and Director. Mr. Bensler has sole voting and dispositive power over these shares. (7) Consists of (i) 1 share of Common Stock and (ii) 1 share of Common Stock that Mr. Parry has the right to acquire from us within 60 days of March 30, 2026, pursuant to the exercise of stock options previously granted under the Amended 2020 Equity Incentive Plan. (8) Consists of (i) 1 share of Common Stock and (ii) 1 share of Common Stock that Ms. Daley has the right to acquire from us within 60 days of March 30, 2026, pursuant to the exercise of stock options previously granted under the Amended 2020 Equity Incentive Plan.   79 (9) Consists of (i) 42 shares of Common Stock beneficially owned by our directors and executive officers, (ii) 6 shares of Common Stock underlying outstanding options, exercisable within 60 days of March 30, 2026 and (iii) 1 share of Common Stock underlying warrants. (10) Northstrive Companies Inc. is an entity wholly owned by Braeden Lichti, the Company’s Non-employee, Non-executive Chairman. Mr. Lichti has sole voting and dispositive power over the shares of Series B Preferred Stock held by Northstrive Companies Inc. (11) GB Capital Ltd is an entity wholly owned by Graydon Bensler, the Company’s Non-employee Chief Executive Officer, Chief Financial Officer, and Director. Mr. Bensler has sole voting and dispositive power over the shares of Series B Preferred Stock held by GB Capital Ltd. Item 13. Certain Relationships and Related Transactions, and Director Independence. Our Audit Committee, pursuant to its written charter, is responsible for reviewing and approving related party transactions to the extent we enter into such transactions. The Audit Committee will consider all relevant factors when determining whether to approve a related party transaction, including whether the related party transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances and the extent of the related party’s interest in the transaction. These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer. The following is a summary of transactions entered since January 1, 2024 to which we have been a party in which the amount involved exceeded or will exceed $109,308.19, which represents 1% of the average of our total assets amounts as of December 31, 2025 and 2024), and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other than equity and other compensation, termination, change in control and other arrangements, which are described under “ Executive and Director Compensation .” We also describe below certain other transactions with our directors, executive officers and stockholders. GB Capital Ltd The Company paid consulting fees of $412,000 and $391,333 to GB Capital Ltd, a company controlled by Graydon Bensler, Chief Executive Officer, Chief Financial Officer and Director in 2025 and 2024, respectively. The Company incurred consulting fees of $697,800 and $391,333 to GB Capital Ltd, a company wholly owned by Graydon Bensler, our current non-employee Chief Executive Officer, Chief Financial Officer and Director in 2025 and 2024, respectively. In the 2025 fiscal year, the Company paid GB Capital $262,000 in consulting fees under GB Capital’s Consulting and Services Agreement for Non-Employee Chief Executive Officer. As of December 31, 2025, the Company has $285,800 due to GB Capital in contract performance bonus payments and has paid $150,000 to GB Capital in contract performance bonus payments under GB Capital’s Consulting and Services Agreement for Non-Employee Chief Executive Officer. On July 25, 2025, the Company entered into the GB Capital Secondment Agreement with GB Capital, pursuant to which GB Capital agreed to second certain of its employees (each, a “GB Capital Employee” and, collectively, the “GB Capital Employees”), on an exclusive basis, to the Company from time to time to provide certain services in accordance with the terms of the GB Capital Secondment Agreement. The GB Capital Employees will remain employees of GB Capital during their respective periods of secondment (each, a “GB Capital Secondment Period”) and will not be employees of the Company. Under the GB Capital Secondment Agreement, GB Capital shall pay each Employee’s salary, incentives, health and retirement benefits, and other applicable compensation or benefits GB Capital Employee is entitled to as an employee of GB Capital. As consideration for GB Capital making GB Capital Employees available to provide services during the GB Capital Secondment Period, the Company shall reimburse GB Capital on a monthly basis based on (i) an agreed hourly rate set forth in Exhibit A of the GB Capital Secondment Agreement, multiplied by (ii) actual hours worked by the GB Capital Employee. Except as otherwise set forth in the GB Capital Secondment Agreement, each party to the GB Capital Secondment Agreement shall bear its own costs and expenses in connection with the GB Capital Secondment Agreement. However, if any extraordinary costs or expenses not contemplated by the GB Capital Agreement arise in connection with the GB Capital Agreement, including travel and expenses, the Company will reimburse GB Capital for such costs and expenses, provided that (i) the Company provided its written consent prior to GB Capital’s incurrence of such costs and expenses, and (ii) such costs and expenses are documented to the reasonable satisfaction of the Company. Pursuant to the terms of the GB Capital Secondment Agreement, each GB Capital Employee will provide services to the Company as agreed between the parties up to the number of hours per week specified in Exhibit A. Further, each GB Capital Employee shall provide services at the Company’s principal place of business or such other place as the parties may agree. The Company has full and exclusive responsibility for each GB Capital Employee’s actions performed in service to the Company during the GB Capital Secondment Period.   80 The Company may terminate the services provided by any GB Capital Employee at any time by providing at least fifteen (15) days’ prior written notice of termination to GB Capital, provided that the Company may terminate any GB Capital Employee’s secondment at any time, without advance notice, in the event of the GB Capital Employee’s misconduct, violation of the Company’s policies, or any conduct that the Company reasonably determines may be detrimental to the business or reputation of the Company. Upon the termination of any GB Capital Employee’s employment with GB Capital, any GB Capital Employee’s services to the Company will also terminate, and if such employment with GB Capital is terminated, GB Capital shall provide notice of the same to the Company no later than the close of business on the same day such termination becomes effective. GB Capital may terminate the GB Capital Secondment Agreement by providing at least 90 days’ written notice of termination to the Company. The Company may terminate the GB Capital Secondment Agreement by providing at least 30 days’ written notice of termination to GB Capital. The GB Capital Secondment Agreement may be terminated by either party upon 10 days’ written notice if the other party breaches or is in default of any provision of the GB Capital Secondment Agreement and does not cure such breach or default within such 10 day period, with such notice to be made and delivered to the addresses as provided by the applicable party. The foregoing summary of the GB Capital Secondment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the GB Capital Secondment Agreement, a copy of which is included as Exhibit 10.15 herein. On October 16, 2025, the Company entered into Amendment No. 1 to the GB Capital Secondment Agreement with GB Capital (“Amendment No. 1 to the GB Capital Secondment Agreement”). Amendment No. 1 to the GB Capital Secondment Agreement amends the GB Capital Secondment Agreement as follows: a. The effective date of the GB Capital Secondment Agreement was amended to October 16, 2025. b. Section 4 of the GB Capital Secondment Agreement was amended and supplemented to state that the seconded employees of GB Capital (“GB Capital Seconded Employees”) are classified as exempt under applicable law and will be paid on a salary basis, while non-exempt GB Capital Seconded Employees will be paid hourly, with overtime in accordance with law. Amendment No. 1 to the GB Capital Secondment Agreement also added terms to Section 4 providing for: GB Capital Seconded Employees’s eligibility to participate in the Company’s group health plans on the same terms as similarly situated employees; and GB Capital’s proposal of milestone-driven bonuses or incentive payments for GB Capital Seconded Employees, subject to the Company’s prior written approval. c. Terms were added to Section 5 providing for: (i) the Company’s reimbursement to GB Capital for all costs and expenses associated with any GB Capital Seconded Employee’s use of a company car in the course of providing services to the Company: (ii) the Company’s reimbursement to GB Capital for reasonable costs and expenses incurred in providing office space for GB Capital Seconded Employees during the secondment period, including rent, utilities, and related overhead, to the extent such office space is used for the performance of services for the Company; (iii) the Company’s provision of a mobile phone and/or reimbursement for certain costs associated with the phone if in performing the secondment, a mobile phone and/or associated service plan is reasonably required; and (iv) the Company’s reimbursement to GB Capital for fees actually incurred in connection with the hiring and onboarding of GB Capital Seconded Employees. d. Amendment No. 1 to the GB Capital Secondment Agreement replaced Exhibit A of the GB Capital Secondment Agreement with a new Exhibit A setting forth (i) approved GB Capital Seconded Employees; and (ii) the Company’s payment of a fee equal to 30% of aggregate employment costs for all of the GB Capital Seconded Employees. Any additions of employees beyond those set forth in Exhibit A requires prior review and approval by the Board. Except as expressly amended by Amendment No. 1 to the GB Capital Secondment Agreement, all other terms and conditions of the GB Capital Secondment Agreement remain unchanged and in full force and effect. The foregoing summary of Amendment No. 1 to the GB Capital Secondment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 1 to the GB Capital Secondment Agreement, a copy of which is filed as Exhibit 10.26 herein.   81 As of December 31, 2025, the Company has paid GB Capital a total of $159,996 for management fees, bonuses and fees and reimbursements under the Secondment Agreement. This amount includes $31,755 in management fees and $128,241 in expense reimbursements. The reimbursed expenses cover costs and bonuses for seconded GB Capital employees working on the Company’s operations, reimbursements for third party recruiting and temporary staffing fees paid by GB Capital and other personnel-related operating expenses required to operate the Company’s wholly owned subsidiaries. Northstrive Companies Inc. The Company incurred consulting fees of $764,600 and $365,900 to Northstrive Companies Inc., a company wholly owned by our Non-Employee, Non-Executive Chairman, Braeden Lichti, in 2025 and 2024, respectively. In the fiscal year ending December 31, 2025, the Company has paid $328,800 to Northstrive in consulting fees under Northstrive’s Consulting and Services Agreement for Non-Employee, Non-Executive Chairman, and has $285,800 due to Northstrive in bonus payments. As of December 31, 2025, the Company has $285,800 due to Northstrive in bonus payments and has paid $150,000 to Northstrive in bonus payments under Northstrive’s Consulting and Services Agreement for Non-Employee, Non-Executive Chairman. As amended and agreed to on May 1, 2023, and as effective on January 4, 2022, we entered into a consulting agreement (the “Northstrive Consulting Agreement”) with Northstrive Companies Inc., a California corporation (“Northstrive”) owned and managed by Braeden Lichti. Pursuant to the Northstrive Consulting Agreement, Northstrive is to assist us in a variety of business matters, including assistance in our overall investor outreach and communications strategy, and advising us on becoming a “public” company. As of December 31, 2025, the Company had $324,736 due to Northstrive. We retained the option, but not the obligation to issue the amount of Compensation due Northstrive in shares of our Common Stock equal to our series A preferred stock price at $1.34138 per share (pre 200:1 stock consolidation, pre 1-for-7 reverse stock split, pre 1-for-3.5 reverse stock split) equal to the value of the Compensation due to Northstrive for services provided through and up to March 31, 2023 and $3.00 per share (pre 200:1 stock consolidation, pre 1-for-7 split, and pre 1-for-3.5 Split). On June 21, 2024, we entered into the Amended and Restated Consulting Agreement with Northstrive (the “First Amended Northstrive Consulting Agreement”), pursuant to which Mr. Lichti would serve as non-executive Chairman of the Company. As consideration for his services as non-executive Chairman, the Company agreed to pay Northstrive $16,000 per month. For the fiscal year ended December 31, 2025, we paid Northstrive $328,800 under the Northstrive Consulting Agreement. The First Amended Northstrive Consulting Agreement was filed as Exhibit 10.13 in the Form S-1 filed with the SEC on February 12, 2025 and is incorporated herein by reference. On October 25, 2024, the Company entered into the Second Amended and Restated Consulting Agreement for Non-Executive Chairman (the “Second Amended Northstrive Companies Consulting Agreement”) with Northstrive. The Second Amended Northstrive Companies Consulting Agreement provided that, as consideration for Mr. Lichti’s provision of his services as non-executive Chairman, as set forth more fully in such agreement, the Company would compensate Northstrive as such: (i) an annual consultant fee of $300,000 per annum (the “Lichti Annual Consultant Fee”), 1/12 of which Lichti Annual Consultant Fee will be paid to Northstrive once per calendar month (“Northstrive Payment Cycle”), provided that Northstrive performs the Services required to be performed in each Northstrive Payment Cycle. The Company agreed that upon execution of the Second Amended Northstrive Companies Consulting Agreement, the Company would make the following payments to Northstrive (such payments, the “Northstrive Sign-on Bonuses”): (A) a one-time bonus of $175,000, with (I) $100,000 of such bonus to be paid to Northstrive in cash and (II) $75,000 of such bonus to be remitted to Northstrive in Series B Preferred Stock, with the cash equivalent of such shares of Series B Preferred Stock to be determined by mutual agreement of the Company and Northstrive; and (B) 300,000 shares of Series B Preferred Stock. In the Board’s sole discretion, it may also award Northstrive a bonus at the end of the applicable fiscal year in the amounts it determines in its sole discretion (each of such bonuses, the “Northstrive Annual Bonus”), provided that Northstrive meets the Board’s performance objectives for Northstrive and Northstrive is engaged by the Company for such fiscal year in full. The target of the Northstrive Annual Bonus is 125% or greater of the Lichti Annual Consultant Fee. Subject to the terms of the Second Amended Northstrive Companies Consulting Agreement, Northstrive is also entitled to each of the following bonus payments (collectively, the “Northstrive Milestone Bonuses”). Such Northstrive Milestone Bonuses are payable upon the occurrence of the following events, at which time the Company shall remit the applicable Northstrive Milestone Bonuses to Northstrive as follows: (i) The Company shall pay Northstrive $150,000 for each Company acquisition consummated, provided that the target company of such acquisition has $2,000,000 in annual revenue or more upon consummation of the acquisition.   82 (ii) The Company shall pay Northstrive $50,000 upon any closing of an equity or equity-linked financing of the Company which results in net proceeds being raised in such financing of $3,000,000 in a fiscal quarter (the closing which qualifies Northstrive for such payment, the “Northstrive Triggering Equity Financing,” and such payment, the “Northstrive Equity Financing Bonus”). For the avoidance of doubt, Northstrive is entitled only to a one-time payment of the Northstrive Equity Financing Bonus $50,000 per fiscal quarter and the Company will not make further payments as a Northstrive Equity Financing Bonus in spite of the occurrence of any of the following events: (A) the closing of any equity or equity-linked financings subsequent to the Northstrive Triggering Equity Financing in such fiscal quarter which result in proceeds of $3,000,000 to the Company; (B) any closings for the same equity financing round subsequent to the Northstrive Triggering Equity Financing in such fiscal quarter which result in additional proceeds of $3,000,000 or more to the Company. (iii) The Company shall pay Northstrive $75,000 each time the Company achieves a Market Valuation (as defined in the Second Amended Northstrive Companies Consulting Agreement) of $10,000,000, $20,000,000, $30,000,000, and $40,000,000 (each of such payments, “Northstrive Valuation Payment”), provided that each of such market valuations continue for each at least five (5) consecutive Trading Days, and provided further that the Company may only recover any erroneously awarded amounts in Northstrive Valuation Payments for one (1) year following the date of such erroneous award. (iv) The Company shall pay Northstrive $300,000 each time the Company achieves a Market Valuation of $50,000,000 and $100,000,000, provided that each of such Market Valuations continues for each at least two (2) consecutive Trading Days. Notwithstanding anything to the contrary stated in the Second Amended Northstrive Companies Consulting Agreement, Northstrive may elect to accrue the Northstrive Milestone Bonuses and convert the cash amount of the Northstrive Milestone Bonus into shares of the Company’s common stock or preferred stock. In such event, the conversion ratio of the Northstrive Milestone Bonus shall be determined by mutual agreement between the Company and Northstrive. The Second Amended Northstrive Companies Consulting Agreement was filed as Exhibit 10.20 in the Form S-1 filed with the SEC on February 12, 2025 and is incorporated herein by reference. On October 25, 2024, the Company entered into the Amendment to the Second Amended Northstrive Companies Consulting Agreement, which stipulated that the Company’s issuances of Series B Preferred Stock to Northstrive as the Northstrive Sign-on Bonuses, were subject to stockholder approval. The Amendment to the Second Amended Northstrive Companies Consulting Agreement is filed as Exhibit 10.22 in the Form S-1 filed with the SEC on February 12, 2025 and is incorporated herein by reference. For the fiscal year ended December 31, 2025, we paid Northstrive $328,800 under the Second Amended Northstrive Companies Consulting Agreement. On April 3, 2025, the Company entered into Amendment No. 2 to the Second Amended Northstrive Companies Consulting Agreement, which a mended and restated paragraph 1d of Exhibit B of the Second Amended and Restated Northstrive Companies Consulting Agreement to include: “d. Milestone - based Cash Bonuses . Upon the occurrence of the following events, the Company shall remit the applicable cash bonuses to the Consultant as set forth in this Section 1(d) and subject to the terms and conditions of this Section 1(d): (i) The Company shall pay the Consultant $150,000 for each Company acquisition consummated, provided the target company of such acquisition has $2,000,000 in annual revenue or more upon consummation of the acquisition;   83 (ii) The Company shall pay the Consultant $50,000 upon any closing of an equity or equity-linked financing of the Company which results in net proceeds being raised in such financing of $3,000,000 in a fiscal quarter (the closing which qualifies the Consultant for such payment, the “Triggering Equity Financing,” and such payment, the “Equity Financing Bonus”). For the avoidance of doubt, the Consultant is entitled only to a one-time payment of the Equity Financing Bonus $50,000 per fiscal quarter and the Company will not make further payments as an Equity Financing Bonus in spite of the occurrence of any of the following events: (A) the closing of any equity or equity-linked financings subsequent to the Triggering Equity Financing in such fiscal quarter which result in proceeds of $3,000,000 to the Company; (B) any closings for the same equity financing round subsequent to the Triggering Equity Financing in such fiscal quarter which result in additional proceeds of $3,000,000 or more to the Company. (iii) The Company shall pay the Consultant $50,000 each time the Company achieves a Market Valuation (as defined below) of $5,000,000, $10,000,000, $15,000,000, $20,000,000, and $25,000,000 (each of such payments, “Valuation Payment”); provided that each of such Market Valuations continue for each at least five (5) consecutive Trading Days (as defined below), and provided further that the Company may only recover any erroneously awarded amounts in Valuation Payments for one (1) year following the date of such erroneous award. (iv) The Company shall pay the Consultant $600,000 each time the Company achieves a Market Valuation of $50,000,000 and $100,000,000; provided that each of such Market Valuations continues for each at least two (2) consecutive Trading Days. (v) The Board, in its sole discretion, may award a cash or equity bonus payment (“Licensing Milestone Bonus”) to the Consultant upon the Company or any of its Subsidiaries’ (as defined below) entry into a license agreement which provides for (A) the Company or Subsidiary’s license of any intellectual property rights of the Company or Subsidiary to another party, including the license of intellectual property rights of the Company or Subsidiary to each other, or (B) a third party’s license of intellectual property rights to the Company or Subsidiary; provided, however , that if the Board determines to award the Licensing Milestone Bonus to the Consultant in the form of preferred stock, such preferred stock issuance is subject to the approval of the Company’s shareholders. “Subsidiary” means any corporation or other entity of which a majority of (i) the voting power of the voting equity securities or (ii) the outstanding equity interests is owned, directly or indirectly, by the Company.” (vi) Notwithstanding anything to the contrary in this Second A&R Agreement, the Consultant may elect to accrue the payments due to the Consultant under Section 1(d) of this Exhibit B (each, a “Milestone Bonus”) convert the cash amount of the Milestone Bonus into shares of the Company’s common stock or preferred stock. In such event, the conversion ratio of the Milestone Bonus shall be determined by mutual agreement between the Company and the Consultant, provided, however , that if the Consultant determines to receive the Milestone Bonus payment in the form of preferred stock, the Milestone Bonus payment is subject to the approval of the Company’s shareholders.” Capitalized terms used in the text quoted immediately above have the meanings set forth in Amendment No. 2 to the Second Amended Northstrive Companies Consulting Agreement. The Second Amended Northstrive Consulting Agreement further clarified that (the equity grants made to Northstrive under Section 2 of Exhibit B of the Northstrive Consulting Agreement, if determined by the Board to be in the form of preferred stock, is subject to the approval of the Company’s shareholders. The foregoing summary of Amendment No. 2 to the Second Amended Northstrive Consulting Agreement does not purport to be complete and is subject to and is qualified in its entirety by a copy of Amendment No. 2 to the Second Amended Northstrive Consulting Agreement, filed as Exhibit 10.8 herein.   84 On August 12, 2025, the Company entered into Amendment No. 3 to the Second Amended Northstrive Consulting Agreement, which provided for the Company’s grant of Acquisition Awards (as defined below) to Northstrive on the consummation of any acquisition of (i) an entity, (ii) assets, or (iii) capital stock by the Company or any Subsidiary (as defined below). The amount of the Acquisition Award will be calculated based on the total purchase price of the consummated acquisition, regardless of whether or not such purchase price is paid in cash, stock, assumed debt, or other consideration (such purchase price, the “Agreement Acquisition Value”), and will be determined as follows: (i) Agreement Acquisition Value from $0 to $5,000,000 – Northstrive is entitled to an Acquisition Award of 5% of the Northstrive Agreement Acquisition Value; (ii) Agreement Acquisition Value over $5,000,000 to $10,000,000 – Northstrive is entitled to an Acquisition Award of 6% of the Northstrive Agreement Acquisition Value; (iii) Agreement Acquisition Value over $10,000,000 to $20,000,000 – Northstrive is entitled to an Acquisition Award of 7% of the Northstrive Agreement Acquisition Value; and (iv) Agreement Acquisition Value over $20,000,000 - Northstrive is entitled to an Acquisition Award of 8% of the Northstrive Agreement Acquisition Value. In addition to the determinations of Agreement Acquisition Value set forth above, the Compensation Committee may, in its sole discretion, determine to award Northstrive an additional 1% of the applicable percentage of the Acquisition Value if: (i) the Board and/or Compensation Committee projects the applicable acquisition to be earnings before interest, tax, depreciation, and amortization (EBITDA) or net income accretive within twelve (12) months of closing or (b) the Compensation Committee deems the applicable acquisition as an advancement to the Company’s long-term growth objectives, competitive positioning, and/or operational capabilities. If Northstrive elects to receive its Acquisition Award in the form of RSUs or restricted stock, the number of RSUs (“RSU Award Amount”) or restricted stock granted shall equal (x) the dollar value of the Acquisition Award divided by (y) the trailing five (5) day volume-weighted average price (VWAP) of the Company’s common stock ending on the trading day prior to the acquisition closing date (such RSU Award Amount rounded down to the nearest whole share). The RSUs or restricted stock granted to Northstrive will be fully vested and shall not be subject to any further service or performance conditions. Amendment No. 3 to the Second Amended Northstrive Consulting Agreement also provided for the name change of the Second Amended Northstrive Consulting Agreement, going forward, to “Consulting and Services Agreement for Non-Employee, Non-Executive Chairman.” Amendment No. 3 to the Second Amended Northstrive Consulting Agreement is filed as Exhibit 10.16 herein. On October 16, 2025, the Company entered into Amendment No. 4 to the Northstrive Consulting Agreement with Northstrive. Amendment No. 4 to the Northstrive Consulting Agreement modified the terms of the Consulting and Services Agreement for Non-Employee, Non-Executive Chairman between the Company and Northstrive dated October 25, 2024 as follows: a. Amend subsection 1(a) to state that NorthStrive’s the “Non-Executive Chairman” title is for consulting purposes only and does not confer officer, employee, or director status on Northstrive. b. Replace all references to “Severance Payment” and “Severance Event” in Section 4 to “Termination Payment” and “Termination Event.”   85 c. Amend Section 4 to: (i) additionally provide that Northstrive is entitled to payment for all services performed and approved expenses incurred up to the effective date of termination of the Northstrive Consulting Agreement, (ii) remove any references in Section 4 to the requirement that Northstrive execute a separation agreement and release of claims as a condition to payment, and (iii) remove any language stating the Northstrive’s unvested options will not accelerate on termination not for Cause. d. Amend Section 6 to state that Northstrive shall determine the method, details, and means of performing its services, subject only to the results required by the Company. e. Amend and restate subsection 6(a) to provide that Northstrive is expressly authorized to enter into contracts and make commitments on behalf of the Company, subject to any limitations or approval requirements established by the Board or as otherwise provided in writing by the Company. f. Amend and restate subsection 6(b)’s provisions regarding Northstrive’s ineligibility for the Company’s employee benefits; g. Amend and restate subsection 6(c)’s provisions regarding Northstrive’s tax responsibilities for compensation paid under the Northstrive Consulting Agreement; h. Amend Section 7 to state that Northstrive retains the right to provide services to others, subject to applicable noncompete/conflict provisions in the Northstrive Consulting Agreement; and i. Add a new subsection 10(a) to emphasize that Northsrive does not have an employment relationship, partnership, joint venture, fiduciary, or agency relationship with the Company under the Northstrive Consulting Agreement. Capitalized terms used the description of Amendment No. 4 to the Northstrive Consulting Agreement in this Annual Report have the meanings set forth therein. Except as expressly amended in Amendment No. 4 to the Northstrive Consulting Agreement, the Northstrive Consulting Agreement remains in full force and effect. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 4 to the Northstrive Consulting Agreement, a copy of which is filed as Exhibit 10.29 herein. Secondment Agreement with Northstrive On May 7, 2025, the Company entered into a Secondment Agreement with Northstrive, pursuant to which Northstrive agreed to second certain of its employees (each, a “Northstrive Employee” and, collectively, the “Northstrive Employees”) to the Company from time to time to provide certain services in accordance with the terms of the Northstrive Secondment Agreement. The Northstrive Employees will remain employees of Northstrive during their respective periods of secondment (each, a “Northstrive Employee Secondment Period”) and will not be employees of the Company. Under the Northstrive Secondment Agreement, Northstrive shall pay each Northstrive Employee’s salary, incentives, health and retirement benefits, and other applicable compensation or benefits Northstrive Employee is entitled to as an employee of Northstrive. As consideration for Northstrive making Northstrive Employees available to provide services during the Northstrive Employee Secondment Period, the Company will reimburse Northstrive on a monthly basis based on (i) an agreed hourly rate set forth in the Secondment Agreement, multiplied by (ii) actual hours worked by the Northstrive Employee. Except as otherwise set forth in the Northstrive Secondment Agreement, each party to the Northstrive Secondment Agreement shall bear its own costs and expenses in connection with the Northstrive Secondment Agreement. However, if any extraordinary costs or expenses not contemplated by the Northstrive Secondment Agreement arise in connection with the Northstrive Secondment Agreement, including travel and expenses, the Company will reimburse Northstrive for such costs and expenses, provided that (i) the Company provided its written consent prior to Northstrive’s incurrence of such costs and expenses, and (ii) such costs and expenses are documented to the reasonable satisfaction of the Company.   86 Pursuant to the terms of the Northstrive Secondment Agreement, each Northstrive Employee will provide services to the Company as agreed between the parties up to the number of hours per week specified in the Northstrive Secondment Agreement. Further, each Northstrive Employee shall provide services at the Company’s principal place of business or such other place as the parties may agree. The Company has full and exclusive responsibility for each Northstrive Employee’s actions performed in service to the Company during the Northstrive Secondment Period. The Company may terminate the services provided by any Northstrive Employee at any time by providing at least fifteen (15) days’ prior written notice of termination to Northstrive. Upon the termination of any Northstrive Employee’s employment with Northstrive, any Northstrive Employee’s services to the Company will also terminate, and if such employment with Northstrive is terminated, Northstrive shall provide notice of the same to the Company. Either party may terminate the Northstrive Secondment Agreement by providing at least 90 days’ written notice of termination to the other party. If a party is in breach or default of any provision of the Northstrive Secondment Agreement and does not cure such breach or default within ten (10) days, the other party may terminate the Agreement upon ten (10) days’ written notice to the other party, with such notice to be made pursuant to the terms of the Northstrive Secondment Agreement. The Northstrive Secondment Agreement contains customary provisions relating to confidentiality, indemnification, and limitations on liability. The foregoing summary of the Northstrive Secondment Agreement does not purport to be complete and is subject to and are qualified in their entirety by a copy of the Northstrive Secondment Agreement, filed herein as Exhibit 10.11. As of December 31, 2025, the Company has paid NorthStrive a total of $382,707 for management fees, bonuses and fees and reimbursements under the Secondment Agreement. This amount includes $65,263 in management fees and $317,444 in expense reimbursements. The reimbursed expenses cover costs and bonuses for seconded NorthStrive employees working on the Company’s operations, reimbursements for third party recruiting and temporary staffing fees paid by Northstrive, and other personnel-related operating expenses required to operate the Company’s wholly owned subsidiaries. On October 16, 2025, the Company entered into Amendment No. 1 to the Northstrive Secondment Agreement with Northstrive. Amendment No. 1 to the Northstrive Secondment Agreement amends the Northstrive Secondment Agreement as follows: a. The effective date of the Northstrive Secondment Agreement was amended to October 16, 2025. b. Section 4 of the Northstrive Secondment Agreement was amended and supplemented to state that the Northstrive Seconded Employees are classified as exempt under applicable law and will be paid on a salary basis, while non-exempt Northstrive Seconded Employees will be paid hourly, with overtime in accordance with law. Amendment No. 1 to the Northstrive Secondment Agreement also added terms to Section 4 providing for: Northstrive Seconded Employees’ eligibility to participate in the Company’s group health plans on the same terms as similarly situated employees; and Northstrive’s proposal of milestone-driven bonuses or incentive payments for Northstrive Seconded Employees, subject to the Company’s prior written approval. On June 19, 2024, the Company entered into an Unsecured Revolving Line of Credit Promissory Note (the “Revolving Note”) with NorthStrive Fund II LP, an entity owned and controlled by Braeden Lichti. The Revolving Note provided for a $200,000 unsecured line of credit to the Company with a maturity date of June 19, 2025, and interest calculated at the rate of twenty percent (20.0%) per annum on the outstanding principal balance through the maturity date. Under the Revolving Note, the Company may prepay any outstanding balance of the Revolving Note at any time, provided that interest due on the Revolving Note is simultaneously satisfied in full. As of the date of this Proxy Statement, the Revolving Note has been repaid in full. The largest aggregate amount of principal outstanding in the last two (2) fiscal years was $200,000, and the interest paid in that time was $40,000.   87 Other Agreements with Our Stockholders Share Repurchases On March 7, 2025, the Company entered into two share buyback purchase agreements with two of its existing shareholders, pursuant to which the Company repurchased, in the aggregate, 11 shares of Common Stock (such share amount on a pre-adjusted basis and 4 on an as-adjusted basis) from such shareholders at a price of $5.0617 per share (such dollar amount on a pre-adjusted basis and $13.00 on an as-adjusted basis). These share repurchases were consummated on the same date. These shareholders had initially approached the Company for the share repurchases. On March 18, 2025, the Company entered into a securities purchase agreement with an existing shareholder, pursuant to which the Company purchased 30 shares of Common Stock (such share amount on a pre-adjusted basis and 9 on a as-adjusted basis) from such shareholder at a purchase price of $4.235 per share (such dollar amount on a pre-adjusted basis and $14.82 on an as-adjusted basis), and a warrant to purchase 36 shares of Common Stock (such share amount on a pre-adjusted basis and 11 on an as-adjusted basis) at an exercise price of $4,200.00 per share (such dollar amount on a pre-adjusted basis and $14,700 on an as-adjusted basis), at a purchase price of $0.01 (such dollar amount on a pre-adjusted basis and $0.035 on an as-adjusted basis). The total purchase price of such common stock and the warrant was equal to approximately $127. The purchase of such Common Stock and warrant was consummated on the same date. The shareholder had initially approached the Company for the share repurchases and purchase of the warrant. Registered Direct Offering On March 21, 2025, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain institutional investors in connection with a registered direct offering for the offer and sale of 129,145 shares of the Company’s Common Stock (such share amount on a pre-adjusted basis and 36,899 on an as-adjusted basis) and pre-funded warrants to purchase 165,305 shares of Common Stock” (such share amount on a pre-adjusted basis and 47,230 on an as-adjusted basis), in the aggregate (such offering, the “Registered Direct Offering”). Pursuant to the Securities Purchase Agreement, the Company also agreed to, amongst other things, adjustment terms in the Pre-Funded Warrants, issuance of the shares underlying the Pre-Funded Warrants upon the exercise of the Pre-Funded Warrants, in accordance with the terms of the Pre-Funded Warrants, and the Parties agreed to customary representations and warranties and agreements and indemnification rights and obligations. The Pre-Funded Warrants have an exercise price of $0.0001 per share and each Pre-Funded Warrant is exercisable for one share of Common Stock (the shares underlying the Pre-Funded Warrants, the “Warrant Shares”). A holder of the Pre-Funded Warrants (“Holder”) will not have the right to exercise any portion of its Pre-Funded Warrants if the Holder, together with its affiliates, would beneficially own in excess of 4.99% (or, at the election of the Holder, such limit may be increased to up to 9.99%) of the number of Common Stock outstanding immediately after giving effect to such exercise. The Pre-Funded Warrants will be immediately exercisable (subject to the aforementioned beneficial ownership limitation) and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. The Pre-Funded Warrant may be exercised, in whole or in part, at such time by means of a cashless exercise, under which cashless exercise the Holder is entitled to receive a number of Warrant Shares under the terms of the Pre-Funded Warrants. The exercise price of the Pre-Funded Warrants is subject to adjustment for stock splits, stock dividends, stock combinations, and similar capital transactions or such other event as further described in the Pre-Funded Warrants. As more fully described in the Securities Purchase Agreement, Holders are also entitled to acquire Purchase Rights (as defined in the Pre-Funded Warrants) upon subsequent rights offerings conducted by the Company, are entitled to certain pro rata distributions, and may be issued shares of Common Stock upon the occurrence of a Fundamental Transaction (as defined in the Pre-Funded Warrants).   88 The shares of Common Stock, the Pre-Funded Warrants, and the Warrant Shares were offered pursuant to the (i) registration statement on Form S-3 (File No. 333-284505) filed with the SEC on January 27, 2025 and declared effective by the SEC on February 7, 2025, and the (ii) prospectus supplement filed with the SEC on March 24, 2025. The Registered Direct Offering was consummated on March 24, 2025. The Company received net proceeds of approximately $1,245,305.76 from the Offering, after deducting offering expenses payable by the Company, including placement agent fees, legal fees, and clearing fees. The Company intends to use the net proceeds from the Offering for general corporate purposes and potential acquisitions of operating companies, which companies are yet to be identified at this time. Director Independence Mr. Parry, Ms. Daley, and Mr. Kovalyov are each “independent” within the meaning of Nasdaq Rule 5605(b)(1). Item 14. Principal Accounting Fees and Services. The following table sets forth fees billed to us by our independent auditor for the years ended December 31, 2025, and 2024, for (i) services rendered for the audit of our annual consolidated financial statements and the review of our quarterly consolidated financial statements, (ii) services rendered that are reasonably related to the performance of the audit or review of our consolidated financial statements that are not reported as audit fees, and (iii) services rendered in connection with tax preparation, compliance, advice and assistance. SERVICES 2025 2024 Audit fees $ 155,000 $ 60,000 Audit-related fees 69,500 27,000 Tax fees - - All other fees - - Total fees $ 224,500 $ 87,000 Audit fees and audit related fees represent amounts billed for professional services rendered for the audit of our annual consolidated financial statements and the review of our interim consolidated financial statements. Before our independent accountants were engaged to render these services, their engagement was approved by our Directors.   89 PART IV Item 15. Exhibits and Financial Statement Schedules. (a) The following documents are filed as part of this Annual Report: (1) Financial Statements: The audited balance sheet of the Company as of December 31, 2025, the related statements of operations and comprehensive loss, changes in stockholders’ equity and cash flows for the year then ended, the footnotes thereto, and the report of HTL International, LLC, independent auditors, are filed herewith. (2) Financial Schedules: None Financial statement schedules have been omitted because they are either not applicable or the required information is included in the financial statements or notes hereto. (3) Exhibits: The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Report. (b) The following are exhibits to this Report and, if incorporated by reference, we have indicated the document previously filed with the SEC in which the exhibit was included. Certain of the agreements filed as exhibits to this Report contain representations and warranties by the parties to the agreements that have been made solely for the benefit of the parties to the agreement. These representations and warranties: ● may have been qualified by disclosures that were made to the other parties in connection with the negotiation of the agreements, which disclosures are not necessarily reflected in the agreements; ● may apply standards of materiality that differ from those of a reasonable investor; and ● were made only as of specified dates contained in the agreements and are subject to subsequent developments and changed circumstances. Accordingly, these representations and warranties may not describe the actual state of affairs as of the date that these representations and warranties were made or at any other time. Investors should not rely on them as statements of fact.   90 Exhibit Number Description 3.1 Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Company’s registration statement on Form S-1, filed with the SEC on February 11, 2025). 3.2 Bylaws of Registrant (incorporated by reference to Exhibit 3.2 to the Company’s registration statement on Form S-1, filed with the SEC on February 11, 2025) 3.3 Certificate of Designations, Rights, and Preferences of Series B Preferred Stock. (incorporated by reference to Exhibit 3.3 to the Company’s registration statement on Form S-1, filed with the SEC on February 11, 2025) 3.4 Amended and Restated Certificate of Designations, Rights, and Preferences of Series B Preferred Stock (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K, filed with the SEC on February 27, 2025). 3.5 Certificate of Amendment to the Amended and Restated Certificate of Designations, Rights, and Preferences of Series B Preferred Stock (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K, filed with the SEC on February 27, 2025). 3.6 Certificate of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K, filed with the SEC on March 6, 2025). 3.7 Certificate of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K, filed with the SEC on September 4, 2025). 3.8 Certificate of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K, filed with the SEC on September 17, 2025). 10.1+ 2025 Equity Incentive Plan 10.2 Form of Warrant Inducement Agreement (incorporated by reference to Exhibit 10.23 to the Company’s registration statement on Form S-1, filed with the SEC on February 11, 2025). 10.3 Form of Warrant (incorporated by reference to Exhibit 10.24 to the Company’s registration statement on Form S-1, filed with the SEC on February 11, 2025). 10.4 Mutual Termination of License Agreement dated as of February 27, 2025, by and between the Company and INmune Bio, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Fork 8-K, filed with the SEC on March 3, 2025) 10.5 Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed with the SEC on March 27, 2025). 10.6 Form of Placement Agency Agreement between the Company and Univest (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, filed with the SEC on March 27, 2025). 10.7 Form of First Amendment to License Agreement between Northstrive Biosciences Inc. and MOA Life Plus Co., Ltd (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K, filed with the SEC on March 27, 2025). 10.8 Amendment No. 2 to Second Amended and Restated Consulting Agreement for Non-Executive Chairman between the Company and Northstrive Companies Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed with the SEC on April 8, 2025). 10.9 Amendment No. 2 to Second Amended and Restated Consulting Agreement for Non-Employee Chief Executive Officer between the Company and GB Capital Ltd (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, filed with the SEC on April 8, 2025). 10.10 Form of At-The-Market Issuance Sales Agreement between the Company and Univest (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed with the SEC on April 24, 2025). 10.11 Secondment Agreement between the Company and Northstrive Companies Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed with the SEC on May 13, 2025). 10.12 Second Amendment to License Agreement between Northstrive Biosciences Inc. and MOA Life Plus Co., Ltd. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed with the SEC on May 16, 2025).+ 10.13 Binding Term Sheet between Northstrive Biosciences Inc. and Modulant Biosciences LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, filed with the SEC on May 16, 2025).+ 10.14 Membership Interest Purchase Agreement by and between the Company, Jeffrey Uhrig, and AGA Precision Systems LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed with the SEC on July 22, 2025). 10.15 Secondment Agreement between the Company and GB Capital Ltd (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed with the SEC on July 31, 2025). 10.16 Amendment No. 3 to Second Amended and Restated Consulting Agreement for Non-Executive Chairman between the Company and Northstrive Companies Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed with the SEC on August 18, 2025). 10.17 Amendment No. 3 to Second Amended and Restated Consulting Agreement for Non-Employee Chief Executive Officer between the Company and GB Capital Ltd (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, filed with the SEC on August 18, 2025). 10.18 Form of Warrant Inducement Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed with the SEC on August 25, 2025). 10.19 Form of Securities Purchase Agreement dated September 23, 2025 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed with the SEC on September 29, 2025). 10.20 Form of Secured Pre-Paid Purchase (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, filed with the SEC on September 29, 2025). 10.21 Form of Guaranty (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K, filed with the SEC on September 29, 2025) .   91 10.22 Form of Security Agreement (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K, filed with the SEC on September 29, 2025). 10.23 Form of Pledge Agreement (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K, filed with the SEC on September 29, 2025). 10.24 Form of Placement Agency Agreement (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K, filed with the SEC on September 29, 2025). 10.25 Stock Purchase Agreement dated July 7, 2025 (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q, filed with the SEC on November 14, 2025). 10.26 Amendment No. 1 to the Secondment Agreement between the Company and GB Capital Ltd dated October 16, 2025 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed with the SEC on October 21, 2025). 10.27 Amendment No. 1 to the Secondment Agreement between the Company and Northstrive Companies Inc. dated October 16, 2025 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, filed with the SEC on October 21, 2025). 10.28 Amendment No. 4 to the Consulting and Services Agreement for Non-Employee Chief Executive Officer dated October 16, 2025 between the Company and GB Capital (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K, filed with the SEC on October 21, 2025). 10.29 Amendment No. 4 to the Consulting and Services Agreement for Non-Employee, Non-Executive Chairman dated October 16, 2025 between the Company and Northstrive (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K, filed with the SEC on October 21, 2025). 10.30 Asset Purchase Agreement between AGA Precision Systems LLC and Indarg Engineering dated October 26, 2025 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed with the SEC on October 30, 2025). 10.31 Form of Note (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, filed with the SEC on October 30, 2025). 14.1 Code of Ethics (incorporated by reference Exhibit 14.1 to the Company’s registration statement on Form S-1, filed with the SEC on September 28, 2023). 19.1 Registrant’s Insider Trading Policy 21.1 List of Subsidiaries. (incorporated by reference Exhibit 21.1 to the Company’s registration statement on Form S-1, filed with the SEC on February 11, 2025). 23.1 Consent of HTL International, LLC. 24.1 Powers of Attorney (the signature page to this registration statement) 31.1 Certification of Principal Executive Officer required by Rule 13a-14(a). 31.2 Certification of Principal Financial Officer required by Rule 13a-14(a). 32.1 Certification required by Section 1350 of Chapter 63 of Title 18 of the United States Code. 32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1 Registrant’s Policy Related to Recovery of Erroneously Awarded Compensation 101. INS Inline XBRL Instance Document. 101. SCH Inline XBRL Taxonomy Extension Schema Document. 101. CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101. DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. 101. LAB Inline XBRL Taxonomy Extension Label Linkbase Document. 101. PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). † Information in this exhibit identified by brackets is confidential and has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the type the Company treats as private or confidential. + Management contract or compensatory plan ITEM 16. FORM 10-K SUMMARY We have elected not to provide a summary of the information provided in this Annual Report.   92 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. PMGC HOLDINGS INC. By: /s/ Graydon Bensler Graydon Bensler Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer) Each person whose signature appears below constitutes and appoints Graydon Bensler as his or her attorney-in-fact, with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his or her substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Name Position Date /s/ Graydon Bensler Chief Executive Officer, Chief Financial Officer and Director March 30, 2026 Graydon Bensler (Principal Executive Officer and Principal Financial and Accounting Officer) /s/ Braeden Lichti Chairman of the Board of Directors March 30, 2026 Braeden Lichti /s/ Jeffrey Parry Director March 30, 2026 Jeffrey Parry /s/ Juliana Daley Director March 30, 2026 Juliana Daley /s/ George Kovalyov Director March 30, 2026 George Kovalyov   93 Consolidated Financial Statements of PMGC Holdings Inc. (formerly Elevai Labs Inc.) For the years ended December 31, 2025 and 2024 (Expressed in United States Dollars) F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Audit Committee and Shareholders of PMGC Holdings Inc. Opinion on The Financial Statements We have audited the accompanying consolidated balance sheets of PMGC Holdings, Inc (formerly Elevai Labs, Inc) and subsidiaries (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations and other comprehensive loss, changes in shareholders’ equity, and cash flows for the years ended, December 31, 2025 and 2024, and the related notes (collectively referred to as “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its consolidated cash flows for the year ended December 31, 2025 and 2024, in accordance with accounting principles generally accepted in the United States of America. Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 2 to the financial statements the Company has suffered recurring losses from operations and has cash flows used in operations that raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatements of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provided a reasonable basis for our opinion. /s/ HTL International, LLC HTL International, LLC We have served as PMGC Holdings, Inc’s auditor since 2024. Houston , TX March 30, 2026 HTL International, LLC Address: 12 Greenway Plaza, Suite 1100, Houston, TX 77046 Firm ID: 7000 F- 2 PMGC Holdings Inc. (formerly Elevai Labs Inc.) Consolidated Balance Sheets (Expressed in United States dollars) As of: December 31, 2025 December 31, 2024 ASSETS Current Assets Cash $ 5,402,333 $ 3,984,453 Receivables, net 245,423 - Prepaids and deposits 461,239 868,464 Inventory 95,098 - Other receivables 95,108 5,276 Investment in securities- current 572,054 - Assets held for sale - 1,192,808 Total Current Assets 6,871,255 6,051,001 Operating lease right-of-use-assets 1,241,527 - Investment in securities-noncurrent - 139,084 Property and equipment, net 885,520 1,087 Intangibles, net 2,892,397 2,801,993 Goodwill 977,774 - TOTAL ASSETS $ 12,868,473 $ 8,993,165 LIABILITIES Current Liabilities Accounts payable and accrued liabilities $ 697,633 $ 481,001 Due to related parties 1,032,895 419,217 Current portion of consideration payable 206,250 350,000 Current portion of operating lease liability 247,627 - Derivative liabilities 418,412 - Current portion of promissory notes payable 85,000 - Convertible debt 1,254,479 - Liabilities held for sale - 548,916 Total Current Liabilities 3,942,296 1,799,134 Promissory notes payable 85,000 - Operating lease liability 972,843 - Deferred tax liabilities 30,972 - Consideration payable - 534,467 TOTAL LIABILITIES $ 5,031,111 $ 2,333,601 Commitments and Contingencies EQUITY Preferred stock $ 0.0001 par value; 500,000,000 stock authorized: Series B preferred stock, 6,372,874 and Nil shares issued and outstanding as of December 31, 2025, and December 31, 2024, respectively 637 - Common stock, $ 0.0001 par value, 83,333,334 shares authorized; 80,699 and 5,226 shares issued and outstanding as of December 31, 2025, and December 31, 2024, respectively (1) 8 1 Additional paid-in capital 28,856,496 19,929,527 Accumulated other comprehensive income ( 2,339 ) ( 337 ) Accumulated deficit ( 21,017,440 ) ( 13,269,627 ) TOTAL EQUITY 7,837,362 6,659,564 TOTAL LIABILITIES AND EQUITY $ 12,868,473 $ 8,993,165 (1) Reflects retrospectively the 1-for-200 reverse stock split that became effective on November 27, 2024, the 1-for-7 reverse stock split that became effective March 10, 2025, the 1 for 3.5 reverse stock split that became effective on September 2, 2025, the 1 for 4 reverse stock split that became effective on January 6, 2026, and the 1 for 6 reverse stock split that became effective on March 10, 2026. On a combined basis, this reflects retrospectively a reverse stock split of 1-for-117,600. Refer to Note 1, “Organization and nature of operations” The accompanying notes are an integral part of these consolidated financial statements F- 3 PMGC Holdings Inc. (formerly Elevai Labs Inc.) Consolidated Statements of Operations and Comprehensive Loss For the years ended December 31, 2025 and 2024 (Expressed in United States dollars) December 31, 2025 December 31, 2024 Revenue 590,084 - Total revenue 590,084 - Cost of Goods Sold 404,770 - Gross margin 185,314 - Operating expenses Bad debt expense 55,380 - Depreciation and amortization 96,145 546 Marketing and promotion 200,940 292,522 Consulting fees 1,769,505 1,367,273 Office and administrative 2,238,660 1,092,576 Professional fees 1,423,021 563,242 Investor relations 253,333 208,326 Research and development 147,010 104,654 Repairs and maintenance 717,654 - Foreign exchange (gain) loss 5,238 5,846 Travel and entertainment 160,376 28,581 Total operating expenses $ 7,067,262 3,663,566 Other income (expense) Finance cost on ELOC ( 289,498 ) - Change in fair value of derivative liabilities 214,167 369,158 Gain on the termination of intangible assets 129,613 - Loss on disposal of PP&E ( 32,432 ) - Gain on extinguishment of related-party debt 31,261 - Interest income 118,030 12,891 Interest expense ( 257,630 ) ( 735,197 ) Impairment on prepaid expense ( 500,000 ) - Dividend income 15,550 - Other Income 33,079 - Realized gain (loss) on investments ( 113,917 ) - Unrealized gain (loss) on investments ( 216,043 ) - Loss from continuing operations before tax $ ( 7,749,768 ) ( 4,016,714 ) Deferred tax expense ( 30,972 ) - Net loss from continuing operations $ ( 7,780,740 ) ( 4,016,714 ) Income (loss) from discontinued operations 32,927 ( 2,229,023 ) Total net loss ( 7,747,813 ) ( 6,245,737 ) Other comprehensive income (loss) Currency translation adjustment ( 2,002 ) ( 539 ) Total comprehensive loss $ ( 7,749,815 ) ( 6,246,276 ) Basic and diluted loss per share: Continuing operations $ ( 382.301 ) ( 4,239.702 ) Discontinued operations $ 1.618 ( 2,352.767 ) Weighted average shares outstanding (1) 20,352 947 (1) Reflects retrospectively the 1-for-200 reverse stock split that became effective on November 27, 2024, the 1-for-7 reverse stock split that became effective March 10, 2025, the 1 for 3.5 reverse stock split that became effective on September 2, 2025, the 1 for 4 reverse stock split that became effective on January 6, 2026, and the 1 for 6 reverse stock split that became effective on March 10, 2026. On a combined basis, this reflects retrospectively a reverse stock split of 1-for-117,600. Refer to Note 1, “Organization and nature of operations” The accompanying notes are an integral part of these consolidated financial statements F- 4 PMGC Holdings Inc. (formerly Elevai Labs Inc.) Consolidated Statements of Changes in Stockholders’ Equity For the years ended December 31, 2025 and 2024 (Expressed in United States dollars) Common Stock Series B Preferred Stock Additional paid-in Accumulated Accumulated other comprehensive Number of Amount Number of Amount capital deficit income Total shares # $ shares # $ $ $ $ $ Balance, January 1, 2024 (1) 147 - - - 10,850,764 ( 7,023,890 ) 202 3,827,076 Issued and issuable shares for acquisition of intangible assets 24 - - - 1,610,778 - - 1,610,778 Issued pursuant to public offering 243 - - - 7,045,000 - - 7,045,000 Issued pursuant to Securities Purchase Agreement 11 - - - 325,819 - - 325,819 Exercise of Series B Warrants 4,801 1 - - ( 1 ) - - - Share-based compensation - - - - 97,167 - - 97,167 Net loss for the year - - - - - ( 6,245,737 ) - ( 6,245,737 ) Currency translation adjustment - - - - - - ( 539 ) ( 539 ) Balance, December 31, 2024 5,226 1 - - 19,929,527 ( 13,269,627 ) ( 337 ) 6,659,564 Balance, January 1, 2025 5,226 1 - - 19,929,527 ( 13,269,627 ) ( 337 ) 6,659,564 Settlement of accrued bonus liability - - 6,372,874 637 149,363 - - 150,000 Issued and issuable shares for acquisition of intangible assets 148 - - - 43,535 - - 43,535 Exercise of Series A Warrants 1,649 - - - 1,698,058 - - 1,698,058 Issued pursuant to the registered direct offering 1,538 - - - 1,245,306 - - 1,245,306 Repurchase of shares and warrants ( 1 ) - - - ( 179 ) - - ( 179 ) Round up shares due to reverse stock splits 3 - - - - - - - Exercise of Pre-funded Warrants 1,968 - - - - - - - Issuance of common shares under ATM program 7,827 1 - - 1,672,102 - - 1,672,103 Exercise of replacement warrants 9,856 1 - - 1,511,442 - - 1,511,443 Issuance of commitment shares of ELOC 2,363 - - - 306,180 - - 306,180 Issuance of Pre-Delivery shares of ELOC 429 - - - 7 - - 7 Issuance of common shares in settlement of the Initial Pre-Paid Purchase 49,693 5 2,320,315 2,320,320 Share-based compensation - - - - ( 19,160 ) - - ( 19,160 ) Net loss for the year - - - - - ( 7,747,813 ) - ( 7,747,813 ) Currency translation adjustment - - - - - - ( 2,002 ) ( 2,002 ) Balance, December 31, 2025 80,699 8 6,372,874 637 28,856,496 ( 21,017,440 ) ( 2,339 ) 7,837,362 (1) Reflects retrospectively the 1-for-200 reverse stock split that became effective on November 27, 2024, the 1-for-7 reverse stock split that became effective March 10, 2025, the 1 for 3.5 reverse stock split that became effective on September 2, 2025, the 1 for 4 reverse stock split that became effective on January 6, 2026, and the 1 for 6 reverse stock split that became effective on March 10, 2026. On a combined basis, this reflects retrospectively a reverse stock split of 1-for-117,600. Refer to Note 1, “Organization and nature of operations” The accompanying notes are an integral part of these consolidated financial statement F- 5 PMGC Holdings Inc. (formerly Elevai Labs Inc.) Consolidated Statements of Cash Flows For the years ended December 31, 2025 and 2024 (Expressed in United States dollars) December 31, 2025 December 31, 2024 Operating activities Net loss $ ( 7,747,813 ) $ ( 6,245,737 ) Adjustments to reconcile net loss to net cash used in operating activities: Bad debt expense 55,380 - Depreciation and amortization 96,663 12,950 Finance cost on ELOC 289,498 - Share-based compensation ( 19,160 ) 97,167 Straight-line rent expense ( 22,848 ) ( 2,758 ) Change in fair value of derivative liabilities ( 214,167 ) ( 369,158 ) Non-cash interest expense 253,922 686,334 R&D costs for intangible assets 14,358 82,556 Gain on termination of intangible asset ( 129,613 ) - Loss on sale of Skincare 39,676 - Loss on disposal of PP&E 32,432 - Gain on extinguishment of related-party debt ( 31,261 ) - Realized loss on sale of investments 113,917 - Unrealized loss on investments 216,043 - Impairment on prepaid expense 500,000 - Deferred tax expense 30,972 - Changes in operating assets and liabilities: Receivables ( 100,594 ) ( 12,969 ) Prepaid expenses and deposits 1,311 65,096 Inventory 147,868 ( 403,295 ) Accounts payable and accrued liabilities 957,759 207,497 Customer deposits ( 20,496 ) ( 2,391 ) Due to related parties ( 397,728 ) 397,728 Cash flows used in operating activities 1 $ ( 5,933,881 ) $ ( 5,486,980 ) Investing activities Purchase of equipment ( 442,255 ) ( 9,160 ) Purchase of intangible assets ( 6,000 ) ( 462,320 ) Purchase of investments ( 1,789,044 ) ( 139,084 ) Proceeds from sale of investments 1,762,201 - Issuance of promissory note ( 127,300 ) - Net cash paid in business combinations ( 2,162,756 ) - Cash flows used in investing activities 1 $ ( 2,765,154 ) $ ( 610,564 ) Financing activities Exercise of Series A warrants, net 1,698,058 - Proceeds from the registered direct offering, net 1,245,306 - Proceeds from issuance of common stock and warrants, net - 6,993,058 Proceeds from issuance of Notes, net - 914,442 Repayment of Notes - ( 1,150,000 ) Repurchase of shares and warrants ( 179 ) - Issuance of common stock under ATM agreement, net 1,672,103 - Exercise of replacement warrants, net 1,511,443 - Proceeds from the initial Pre-Paid Purchase of ELOC, net 3,990,007 Cash flows provided by financing activities $ 10,116,738 $ 6,757,500 Effect of exchange rate changes on cash 177 ( 2,354 ) Increase in cash 1,417,880 657,602 Cash, beginning of year 3,984,453 3,326,851 Cash, ending of year $ 5,402,333 $ 3,984,453 Supplemental cash flow information: Cash paid for interest 37,770 69,026 Cash paid for taxes - - Non-cash Investing and Financing transactions: Common stock issued and issuable on acquisition of intangible asset 43,535 1,610,778 Shares received as proceeds for the sale of Skincare 728,550 - Series B preferred shares issues to settle accrued bonus liability 150,000 - Consideration payable settled through termination of the agreement 894,151 - Commitment shares on the ELOC 306,180 - Common stock issued to settle a portion of the ELOC 2,320,320 - Settled of outstanding promissory note in business combination 128,294 1 Refer to Note 4 for disclosure of cash flows used in operating and investing activities of discontinued operations. The accompanying notes are an integral part of these consolidated financial statements F- 6 PMGC Holdings Inc. (formerly Elevai Labs Inc.) Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 (Expressed in United States dollars) 1. Organization and nature of operations PMGC Holdings Inc. (formerly Elevai Labs Inc.) (“PMGC”) was incorporated under the laws of the State of Delaware on June 9, 2020 . During 2024, PMGC completed a reorganization that included a name change and redomiciling from Delaware to Nevada. PMGC and its 100 % owned subsidiaries, PMGC Research Inc. (formerly Elevai Research Inc) (“PMGC Research”), PMGC Impasse Corp (formerly Elevai Skincare Inc.), Northstrive Biosciences Inc. (formerly Elevai Biosciences, Inc), PMGC Capital LLC, Pacific Sun Packaging Inc.(“Pacific Sun”) and AGA Precision Systems LLC (“AGA”), are collectively referred to in these consolidated financial statements as “the Company.” On April 29, 2024, PMGC Impasse Corp (“Skincare”) and Northstrive Biosciences Inc. (“BioSciences”) were incorporated under the laws of the state of Delaware. PMGC is the sole shareholder of Skincare and BioSciences. The purpose of Skincare is to operate the Company’s skincare business, while the purpose of BioSciences is to hold and develop the Company’s intellectual property. Effective May 1, 2024, PMGC transferred its operating assets and liabilities relating to its skincare business to Skincare in exchange for common stock of Skincare. On November 13, 2024, PMGC Capital LLC (“PMGC Capital”) was incorporated under the laws of the state of Nevada, PMGC is the sole shareholder of PMGC Capital. On November 27, 2024, the Company completed a reverse stock split on a ratio of two hundred old shares of common stock for every one new post reverse split share of common stock. On March 10, 2025, the Company completed a second reverse stock split on a ratio of seven (7) shares of common stock for every one new post second reverse split common stock. On September 2, 2025, the Company completed a third reverse stock split of its common stock on a ratio of 3.5 common stock for every one new post third reverse split common stock. On January 6, 2026, the Company completed a fourth reverse stock split of its common stock on a ratio of 4 common stock for every one new post fourth reverse split common stock. On March 10, 2026, the Company completed a fifth reverse stock split of its common stock on a ratio of 6 common stock for every one new post fourth reverse split common stock. All current and comparative references to the number of common stock, warrants, options, weighted average number of common stock, and loss per share have been retrospectively adjusted to give effect to these reverse stock splits. On a combined basis, this reflects retrospectively a reverse stock split of 1-for-117,600. On December 31, 2024, PMGC and Skincare entered into an asset purchase agreement (the “Asset Purchase Agreement”) with an unrelated third party, pursuant to which PMGC agreed to sell, and the unrelated third party agreed to purchase, PMGC’s skincare business. The sale of the skincare business closed on January 16, 2025. In accordance with Accounting Standards Codification (“ASC”) 205-20 “Discontinued Operations”, the assets and liabilities and the results of operations of the skincare business have been presented in these consolidated financial statements as assets and liabilities held for sale and discontinued operations. The Company also retrospectively adjusted the audited consolidated statement of operations and comprehensive loss for the three and year ended December 31, 2024, to reflect discontinued operations separately from continuing operations (Note 4). Prior to entering into the Asset Purchase Agreement, the Company’s principal business was operating a skincare development company engaged in the design, manufacture, and marketing of skincare products in the skincare industry. With the sale of its skincare business, the Company changed its principal business. After this sale, PMGC became a diversified holding company that manages and grows its portfolio through strategic acquisitions, investments, and development across various industries. As part of its diversification and growth strategy, the Company completed the following acquisitions during the fiscal year 2025: ● On July 7, 2025, the Company completed the acquisition of Pacific Sun Packaging Inc., a California-based custom IT packaging company (Note 5). ● On July 18, 2025, the Company acquired AGA Precision Systems LLC, a California-based CNC machining company (Note 5). F- 7 PMGC Holdings Inc. (formerly Elevai Labs Inc.) Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 (Expressed in United States dollars) ● On October 26, 2025, the Company, through its wholly owned subsidiary AGA Precision Systems LLC, acquired certain assets of Indarg Engineering, Inc., a California-based precision CNC machining business (Note 5). PMGC currently manages and operates a diverse portfolio of wholly owned subsidiaries: ● Northstrive BioSciences Inc. – a biopharmaceutical company focusing on the development and acquisition of cutting-edge aesthetic medicines and therapeutic products. Our lead asset, EL-22, is leveraging a first-in-class engineered probiotic approach to address obesity’s pressing issue of preserving muscle while on weight loss treatments, including GLP-1 receptor agonists. ● PMGC Research Inc. – PMGC Research was based in Canada and dedicated to medical scientific research and development efforts, utilizing Canadian research grants and partnering with leading Canadian Universities to push the boundaries of innovation. On November 12, 2025, PMGC Research was dissolved. ● PMGC Capital LLC – a multi-strategy investment firm focused on direct investments, strategic lending, and acquiring undervalued companies and assets across diverse markets. Our mission is to identify and seize high-potential opportunities, delivering sustainable growth and maximizing returns on capital. ● Pacific Sun Packaging Inc.- a California-based custom IT packaging company providing innovative, sustainable, and technology-driven packaging solutions to industrial and consumer markets. ● AGA Precision Systems LLC. - a California-based precision engineering and CNC machining company specializing in the design and production of high-tolerance components for industrial and technology applications. In October 2025, AGA acquired substantially all the operating assets of Indarg Engineering, Inc. AGA expands PMGC’s advanced manufacturing footprint and enhances its capacity to deliver vertically integrated engineering and production solutions across multiple sectors. 2. Going Concern These audited consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders and the ability of the Company to obtain necessary equity financing to continue operations, and ultimately the attainment of profitable operations. As of December 31, 2025 and 2024, the Company had a 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. Furthermore, for the years ended December 31, 2025 and 2024, the Company incurred a net loss of $ 7,747,813 and $ 6,245,737 , respectively and used $ 5,933,881 and $ 5,486,980 , respectively of cash flows for operating activities. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These audited consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The assessment of whether the going concern assumption is appropriate requires management to take into account all available information about the future, which is at least, but not limited to, twelve (12) months from the date the financial statements are issued. The Company is aware that material uncertainties related to events or conditions may cast substantial doubt upon the Company’s ability to continue as a going concern. F- 8 PMGC Holdings Inc. (formerly Elevai Labs Inc.) Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 (Expressed in United States dollars) Management’s plans that alleviate substantial doubt about the Company’s ability to continue as a going concern include: (a) raising additional debt or equity financing and (b) the acquisition of cash flow generating assets or businesses. Although the Company has been successful in raising funds in the past, and expects to do so in the future, there are no guarantees that it will be able to raise funds as anticipated. 3. Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) and generally accepted accounting principles in the United States (“U.S. GAAP”) and are expressed in U.S. dollars. These consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions were eliminated upon consolidation. This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s consolidated financial statements. The consolidated financial statements and notes are representations of the Company’s management who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the consolidated financial statements. Principles of Consolidation The consolidated financial statements include the accounts of PMGC and its 100 % owned subsidiaries, PMGC Research (until dissolution on November 12, 2025), Skincare, BioSciences, PMGC Capital, Pacific Sun and AGA. All intercompany accounts, transactions and profits were eliminated in the consolidated financial statements. Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to revenue recognition, the collectability of receivables, valuation of inventory, fair value of derivative liabilities and stock options, useful lives and recoverability of long-lived assets, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgements about the carrying value of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from those estimates. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the consolidated financial statements in the period they are determined. Emerging Growth Company The Company is an “Emerging Growth Company”, as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it has taken advantage of certain exemptions that are not applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding anon binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. F- 9 PMGC Holdings Inc. (formerly Elevai Labs Inc.) Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 (Expressed in United States dollars) Further, Section 102(b) (1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial reporting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public and private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. Foreign Currency Translation The Company’s functional and reporting currency is the U.S. dollar. The functional currency of PMGC Research is the Canadian dollar. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets, liabilities, and items recorded in income arising from transactions denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. The accounts of PMGC Research are translated to U.S. dollars using the current rate method. Accordingly, assets and liabilities are translated into U.S. dollars at the period-end exchange rate while revenues and expenses are translated at the average exchange rates during the period. Related exchange gains and losses are included in a separate component of stockholders’ equity as accumulated other comprehensive income (loss). Business Combinations The Company accounts for business combinations using the acquisition method of accounting in accordance with ASC 805, Business Combinations. Under this method, the purchase consideration transferred is measured at fair value on the acquisition date and allocated to the identifiable assets acquired and liabilities assumed based on their estimated fair values. Any excess of the purchase consideration over the fair value of the identifiable net assets acquired is recorded as goodwill. Acquisition-related costs (such as legal, due diligence, and advisory fees) are expensed as incurred and presented within general and administrative expenses in the consolidated statements of operations. Contingent consideration, if any, is recorded at fair value on the acquisition date and subsequently remeasured at each reporting period, with changes in fair value recognized in earnings in accordance with ASC 805-30-35 and ASC 450, Contingencies. During the fiscal year of 2025, the Company completed three acquisitions—Pacific Sun Packaging Inc., AGA Precision Systems LLC and Indarg Engineering Inc.—which were accounted for under ASC 805. The initial purchase price allocations are preliminary and subject to adjustment upon completion of final valuation analyses (Note 5). Goodwill and Intangible Assets Goodwill arising from business combinations represents the excess of the purchase price over the fair value of identifiable net assets acquired. Goodwill is not amortized but is tested for impairment annually or more frequently if events or circumstances indicate that the carrying amount may not be recoverable, in accordance with ASC 350, Intangibles – Goodwill and Other. F- 10 PMGC Holdings Inc. (formerly Elevai Labs Inc.) Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 (Expressed in United States dollars) Goodwill recognized from the 2025 acquisitions primarily reflects expected synergies, operational efficiencies, workforce know-how, and future growth opportunities within the Company’s manufacturing segment. Identifiable intangible assets acquired in business combinations are recorded at fair value as of the acquisition date and are amortized on a straight-line basis over their estimated useful lives. In accordance with ASC 730 “Research and development costs”, an acquired in-process researched and development (“IPR&D”) intangible asset with an alternative future use is capitalized, in accordance with ASC 350, and amortized over its useful life. Although IPR&D assets are likely to be finite-lived, amortization does not begin until the research and development projects are completed. In accordance with the IPR&D asset purchase agreement, the Company is required to meet development milestones starting with the initiation of a pre-clinical IND-enabling study within 2 years of the acquisition date and ending with obtaining marketing approval from the FDA within 9 years of the acquisition date. Management assesses impairment indicators at each reporting period end. The Company’s current classes and estimated useful lives of intangible assets are as follows: Intangible asset Estimated useful life Customer relationship 12 to 15 years Brand 5 years Backlog 1 year License #2 – MOA IPR&D project not yet complete Revenue Recognition The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers, when control of promised goods or services is transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled. The Company’s revenue is derived from (i) the sale of standard IT packaging products through Pacific Sun Packaging Inc. and (ii) CNC machining and precision manufacturing services through AGA Precision Systems LLC. Contracts with customers are generally established through customer purchase orders, which specify product or service details, pricing, and payment terms, typically due within 30 to 60 days. For both revenue streams, each contract contains a single performance obligation, consisting of either the delivery of finished goods or the delivery of completed machined parts. Activities such as design, setup, tooling, and production processes are not distinct and are considered inputs into a single combined output. Accordingly, the entire transaction price, which is generally a fixed amount based on agreed-upon unit pricing and quantities, is allocated to the single performance obligation. The Company does not generally enter into arrangements with multiple performance obligations or significant financing components. Revenue is recognized at a point in time when control transfers to the customer, which is typically upon shipment under FOB shipping point terms or, in limited cases, upon delivery where shipping terms require. The Company evaluates whether it acts as a principal or agent for each revenue stream. For both packaging product sales and precision manufacturing services, the Company acts as the principal because it controls the goods or services prior to transfer, bears inventory and production risk, and has primary responsibility for fulfillment. Accordingly, revenue is recognized on a gross basis. AGA assesses variable consideration, including expected returns, rejections, and credits, at contract inception and throughout the contract term in accordance with ASC 606. Customers may reject non-conforming parts, which are typically reworked, replaced, or credited. The Company estimates expected returns based on historical experience and records a reduction of revenue, along with a corresponding refund liability and return asset, as applicable. Such amounts have historically not been material. AGA provides assurance-type warranties that products conform to customer specifications. These warranties do not represent separate performance obligations and are accounted for under ASC 460. The Company evaluates the need for a warranty reserve based on historical experience; however, warranty-related costs have not been material. Warranty coverage is limited to defects in conformance and excludes misuse or modifications, and the Company’s liability is limited to the contract amount. Pacific Sun evaluates variable consideration, including expected returns and credits, at contract inception and throughout the contract term in accordance with ASC 606. Customers may receive replacements or credits for defective or incorrect products; however, general return rights are not provided. The Company estimates expected returns based on historical experience and records a reduction of revenue, along with a corresponding refund liability and return asset, as applicable. Such amounts have not been material for the periods presented. F- 11 PMGC Holdings Inc. (formerly Elevai Labs Inc.) Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 (Expressed in United States dollars) Pacific Sun does not provide formal warranty programs. Defective products are addressed through replacement or credit and are accounted for as variable consideration under ASC 606. Related amounts have not been material for the periods presented. Inventory Inventory entirely consists of IT packaging purchased and sold by Pacific Sun as finished goods and parts for machining purchased by AGA as raw materials. Inventory is stated at the lower cost or net realizable value. Cost is determined using the First in First out (FIFO) method. Net realizable value is determined on the basis of anticipated sales proceeds less the estimated selling expenses. To assess the need for an allowance due to obsolescence or a decline in net realizable value, management evaluates inventory aging in conjunction with expected future sales and compares the cost of inventory to its net realizable value. If the carrying amount exceeds net realizable value; an allowance is recorded to write down the inventory to its estimated net realizable value. Investments in securities Investments in securities include publicly traded equity securities and a convertible debenture that is convertible at any time into publicly traded securities. These investments are classified as trading securities and are reported at fair value, with both realized and unrealized gains and losses recognized in earnings. Publicly traded securities have readily determinable fair values and are measured in accordance with ASC 321 – Accounting for Equity Interests. The convertible debenture is measured at fair value under ASC 320 – Investments – Debt Securities. Investments in securities also include private company stock. The Company has elected to account for investments in equity securities without readily determinable fair values at cost minus impairment, if any, as permitted under ASC 321 “Investments – Equity Securities”. However, if the Company identifies observable price changes in orderly transactions for the identical or a similar investment of the same issuer, the Company shall measure the investment in equity security at fair value as of the date that the observable transaction occurred. At each reporting period, the Company makes a qualitative assessment considering impairment indicators to evaluate whether each equity investment without readily determinable fair value is impaired. Impairment indicators include, but are not limited to, the following: ● A significant deterioration in the earnings performance, credit rating, asset quality, or business prospects of the investee; ● A significant adverse change in the regulatory, economic, or technological environment of the investee; ● A significant adverse change in the general market condition of either the geographical area or the industry in which the investee operates; ● A bona fide offer to purchase, an offer by the investee to sell, or a completed auction process for the same or similar investment for an amount less than the carrying amount of that investment; ● Factors that raise significant concerns about the investee’s ability to continue as a going concern, such as negative cash flows from operations, working capital deficiencies, or noncompliance with statutory capital requirements or debt covenants. If equity security without a readily determinable fair value is deemed to be impaired based on the qualitative factors, the Company will estimate the fair value of the investment to determine the amount of the impairment loss, if any. No impairment loss related to such securities was recognized during the year ended December 31, 2025. The cost of securities sold is determined using the specific identification or average cost method. Investments, including publicly traded shares and those that management intends to convert into equity upon favorable market conditions, are classified as current assets on the consolidated balance sheet. F- 12 PMGC Holdings Inc. (formerly Elevai Labs Inc.) Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 (Expressed in United States dollars) Discontinued Operations, and Assets and Liabilities Held for Sale The Company classify long-lived assets, or disposal groups comprised of assets and liabilities, as held for sale in the period in which the following six criteria are met, (i) management, having the authority to approve the action, commits to a plan to sell the group of assets and liabilities; (ii) the assets and liabilities are available for immediate sale in its present condition, subject only to terms that are usual and customary; (iii) an active program to locate a buyer and other actions required to complete the plan to sell have been initiated; (iv) the sale is probable and is expected to be completed within one year; (v) the property is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and (vi) actions necessary to complete the plan of sale indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn, in accordance with Accounting Standard Codification (“ASC”) 360, Property, Plant and Equipment. A business classified as held for sale is recorded at the lower of its carrying amount or estimated fair value less cost to sell. If the carrying amount of the business exceeds its estimated fair value less cost to sell, a loss is recognized. Assets and liabilities related to a business classified as held for sale are segregated in the current and prior balance sheets in the period in which the business is classified as held for sale, resulting in changes to the presentation of certain prior period amounts. The Company ceases depreciation and amortization on long-lived assets (or disposal groups) classified as held for sale and measures them at the lower of carrying value or estimated fair value less cost to sell. The Company reports the results of operations of a business as discontinued operations if a disposal represents a strategic shift that has (or will have) a major effect on the Company’s operations and financial results when the business is classified as held for sale, in accordance with ASC 360, and ASC 205-20, Presentation of Financial Statements – Discontinued Operations. Under ASC 360, assets may be classified as held for sale even though discontinued operations classification is not met. The results of discontinued operations are reported in Net loss from discontinued operations, net of tax in the accompanying consolidated statements of operations and comprehensive loss for current and prior periods, including any gain or loss recognized on closing or adjustment of the carrying amount to fair value less cost to sell. All other notes to these consolidated financial statements present the results of continuing operations and exclude amounts related to discontinued operations for all periods presented. Research and Development Research and development costs are expensed as incurred in accordance with ASC 730, Research and Development. The Company incurs research and development costs in the pursuit of new products and improving the formulation of existing products. Examples of research costs include laboratory research, studies, surveys, and other activities aimed at acquiring new knowledge. Development costs include expenses incurred in the process of applying research findings or other knowledge to a plan or design for a new product or process. Examples of development costs include engineering, design, testing, and other activities aimed at developing a product or process for commercial production. Development costs may be capitalized if the following criteria are met: (1) technological feasibility has been established, (2) the Company intends to complete the product or process. (3) the Company has the ability to use or sell the product or process, (4) the product or process will generate future economic benefits, and (5) the costs can be reliably measured. As of December 31, 2025 and 2024, the Company has not capitalized any development cost. Marketing and Promotion Costs associated with marketing and promoting the Company’s products are expensed when incurred. Leases The Company accounts for leases in accordance with ASC 842, “Leases”. We determine if an arrangement meets the definition of a lease at inception of the contract. Leases are classified as either operating or finance leases. All of the Company’s leases have been assessed as operating leases. Accounting for operating leases, other than short term leases, results in operating lease right-of-use (“ROU”) assets, operating lease liabilities - current, and operating lease liabilities - noncurrent on the balance sheets. F- 13 PMGC Holdings Inc. (formerly Elevai Labs Inc.) Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 (Expressed in United States dollars) ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As our lease do not provide an implicit rate, we use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Income Taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Income Taxes”. The asset and liability method provides that deferred income tax assets and liabilities are recognized for the expected future tax consequence of temporary differences between the financial reporting and taxes basis of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred income tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred income tax assets to the amount that it believes more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income tax planning, strategies and results of recent operations. If the Company determines that such deferred tax assets will be recognized in the future in excess of the net recorded amount, then the deferred tax asset valuation will be adjusted which would reduce the provision for income taxes. Significant judgments and estimates are required in the determination of the consolidated income tax expense. As of December 31, 2025 and 2024, the Company recorded $ 30,972 deferred tax liabilities and $ nil , respectively. In addition, the Company recorded $ 30,972 tax expense during the year ended December 31, 2025. The Company records uncertain tax provisions in accordance with ASC 740 based on a two-step process whereby (1) a determination is made about whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and (2) for those tax positions that meet the more likely than not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. As of December 31, 2025 and 2024, the Company did not have any amounts recorded pertaining to uncertain tax positions. The Company recognizes interest and penalties related to uncertain tax positions in office and administrative expense. The Company did not incur any penalties or interest during the years ended December 31, 2025 and 2024. Concentration of Credit Risk Cash, receivables, other receivables and refundable deposits are the only financial instruments that are potentially subject to credit risk. The Company places its cash in what it believes to be credit-worthy financial institutions. Receivables relate to the timing differences in receiving proceeds from sales transactions processed through on customers’ credit. Refundable deposits relate to the Company’s security deposit on lease agreements. F- 14 PMGC Holdings Inc. (formerly Elevai Labs Inc.) Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 (Expressed in United States dollars) Risks and Uncertainties The Company is subject to risks from, among other things, competition associated with the industry in general, regulatory environment, other risks associated with financing, liquidity requirements, rapidly changing customer requirements, limited operating history, foreign currency exchange rates and the volatility of public markets. Contingencies Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and legal counsel assess such contingent liabilities, and such assessment inherently involves judgement. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought. If the assessment of a contingency indicates it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material would be disclosed. Loss contingencies considered to be remote by management are generally not disclosed unless they involve guarantees, in which case the guarantee would be disclosed. Cash and Cash Equivalents Cash includes cash on hand and cash in demand deposits. Cash equivalents include all highly liquid instruments with original maturities of three months or less. As of December 31, 2025 and 2024, the Company did not hold any cash equivalents. Receivables All receivables under standard terms are due thirty (30) days from the date billed. If the funds are not received within thirty (30) days, the customer is contacted to arrange payment. The Company uses the allowance for credit losses method to account for uncollectable receivables. As of December 31, 2025 and 2024, there was no allowance for credit losses related to receivables recorded. During the year ended December 31, 2025, the Company wrote off $ 55,380 of trade receivables deemed uncollectible. F- 15 PMGC Holdings Inc. (formerly Elevai Labs Inc.) Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 (Expressed in United States dollars) Property, Plant and Equipment Property and equipment is stated at cost less accumulated depreciation. Renewals and betterments that materially extend the life of assets are capitalized. Expenditure on maintenance and repairs are expensed as incurred. Property and equipment is depreciated using the straight-line method. The estimated useful lives of property and equipment are generally as follows: Machinery equipment 7 -year straight-line Furniture and office equipment 5 -year straight-line Computers 3 -year straight-line Leasehold improvement Depreciated over the shorter of the estimated useful life of the improvement or the remaining lease term The Company ceases to depreciate property and equipment on the date that it is reclassified to assets held for sale. Impairment of Long-Lived Assets The Company reviews long-lived assets such as equipment for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the total of the expected undiscounted future cash flows is less than the carrying value of the asset, a loss is recognized for the excess of the carrying amount over the fair value of the asset. The Company’s policy for long-lived assets requires judgement in determining whether the present value of future expected economic benefits exceeds capitalized costs. The policy requires management to make certain estimates and assumptions about future economic benefits related to its operations. Estimates and assumptions may change if new information becomes available. If information becomes available suggesting that the recovery of capitalized cost is unlikely, the capitalized cost is written off/impaired to the consolidated statement of operations. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statement of operations. For derivative instruments that qualify for equity classification under ASC 815-40 are recorded in stockholders’ equity at fair value on the issuance date and are not subsequently remeasured, unless reclassification is required due to changes in facts and circumstances. The Company reassesses the classification of derivative instruments at each reporting date. The Company uses the Black-Scholes or Binomial option-pricing model to value the derivative instruments at inception and subsequent valuation dates, generally applying the Black-Scholes model for instruments with standard terms and the Binomial model for instruments that include more complex features, such as variable settlement provisions, early exercise features, or path-dependent assumptions. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. F- 16 PMGC Holdings Inc. (formerly Elevai Labs Inc.) Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 (Expressed in United States dollars) Common Stock Warrants The Company classifies as equity any warrants that (i) require physical settlement or net-share settlement or (ii) provide the Company with a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies as assets or liabilities any warrants that (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the Company’s control), (ii) gives the counterparty a choice of net-cash settlement or (iii) that contain reset provisions that do not qualify for the scope exception. The Company assesses classification of its common stock warrants at each reporting date to determine whether a change in classification is required. Warrants classified as liabilities are initially recorded at fair value, with gains and losses arising from changes in fair value recognized in other income (expenses) in the consolidated statements of operations at each period end while such instruments remain outstanding. Financial Instruments and Fair Value Measurements The Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities from Equity,” and ASC 815 “Derivatives and Hedging”. ASC 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the consolidated balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows: Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Company’s financial instruments consist of cash, trade and other receivables, investment in securities, accounts payable and accrued liabilities, amounts due to related parties, consideration payable, promissory notes payable, convertible debt, and derivative liabilities. Except for cash, investment in securities, and derivative liabilities, the carrying amounts of the Company’s financial instruments approximate their fair values due to their short-term nature. Cash is measured and recognized at fair value based on Level 1 input for all periods presented. Investment in securities is measured and recognized at fair value based on Level 1, Level 2 and Level 3 inputs as at December 31, 2025. Derivative liabilities are measured and recognized at fair value based on Level 3 inputs. F- 17 PMGC Holdings Inc. (formerly Elevai Labs Inc.) Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 (Expressed in United States dollars) Level 1 Level 2 Level 3 Total December 31, 2025: Cash $ 5,402,333 $ - $ - $ 5,402,333 Investment in securities 398,942 48,111 - 447,053 Derivative liabilities - 418,412 418,412 $ 5,801,275 $ 48,111 $ 418,412 $ 6,267,798   December 31, 2024: Cash $ 3,984,453 $ - $ - $ 3,984,453 Investment in securities - 139,084 - 139,084 Derivative liabilities - - - - $ 3,984,453 $ 139,084 $ - $ 4,123,537 Loss per Share The Company computes net income (loss) per share in accordance with ASC 260, “Earnings per Share”. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the consolidated statement of operations. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential shares of common stock outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all potential shares if their effect is anti-dilutive. The Company’s stock options and warrants outstanding during the years ended December 31, 2025 and 2024, are considered potential common shares that could dilute earnings per share but were not included in the diluted loss per share computation because their effect was antidilutive for the periods presented. As a result, there is no difference between the computation of basic and diluted loss per shares for the periods presented. Share-Based Compensation Employees - The Company accounts for share-based compensation under the fair value method which requires all such compensation to employees, including the grant of employee stock options, to be calculated based on its fair value at the measurement date (generally the grant date), and recognized in the consolidated statement of operations over the requisite service period. Nonemployees - During June 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”) to simplify the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees. Under the requirements of ASU 2018-07, the Company accounts for share-based compensation to non-employees under the fair value method which requires all such compensation to be calculated based on the fair value at the measurement date (generally the grant date) and recognized in the statement of operations over the requisite service period. During the years ended December 31, 2025 and 2024, the Company recorded $( 19,160 ) and $ 97,167 , respectively, in share-based compensation expense, of which $ 60,440 and $( 79,600 ) and $ 93,449 and $ 3,718 , respectively is included in office and administration and discontinued operations, respectively. Within discontinued operations for the years ended December 31, 2025 and 2024, $( 73,768 ) and $( 5,832 ), and ($ 599 ) and $ 4,317 , respectively is included in office and administration and research and development, respectively. F- 18 PMGC Holdings Inc. (formerly Elevai Labs Inc.) Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 (Expressed in United States dollars) Determining the appropriate fair value model and the related assumptions requires judgment. During the years ended December 31, 2025 and 2024, the fair value of each option grant was estimated using a Black-Scholes option-pricing model. The expected volatility represents the historical volatility of comparable publicly traded companies in similar industries, adjusted for variables such as stock price, market capitalization and life cycle. Due to limited historical data, the expected term for options granted is equal to the contractual life. The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected life of stock options. The Company has not paid and does not anticipate paying cash dividends on its shares of common stock; therefore, the expected dividend yield is assumed to be zero. Convertible debentures The Company accounts for convertible debentures in accordance with ASC 470, Debt . Convertible debentures are recorded at face value less unamortized issuance costs, assuming the conversion feature does not meet the requirements for bifurcation. If the conversion feature does not meet the requirements to be classified as equity, it is bifurcated and accounted for separately as a derivative liability under ASC 815, Derivatives and Hedging , and measured at fair value, with subsequent changes recognized in earnings. If the conversion feature meets the equity classification criteria, no separate accounting for the conversion feature is required, and the entire instrument is classified as a liability. Interest expense is recognized using the effective interest method, which includes the amortization of any debt issuance costs and discounts or premiums. Debt Modifications and Extinguishments The Company evaluates modifications to convertible debt instruments in accordance with ASC 470-50, Modifications and Extinguishments. A modification is deemed to be substantial if: ● The present value of the cash flows under the terms of the modified debt differs by at least 10% from the present value of the remaining cash flows under the original debt terms, using the original effective interest rate (the “10% Test”); or ● The modification results in a change in the embedded conversion option that requires re-evaluation under ASC 815. If the modification is determined to be substantial, the original debt is extinguished, and the modified instrument is accounted for as a new debt issuance. The Company also assesses whether a modification constitutes a troubled debt restructuring under ASC 470-60. A restructuring is considered troubled if the Company is experiencing financial difficulty and the creditor has granted a concession. For modifications that are not substantial, the Company accounts for the changes prospectively, adjusting the effective interest rate to reflect the revised cash flows. In evaluating convertible debt where the conversion option is bifurcated as a derivative liability before and after the modification, the 10 % cash flow test is applied to the host debt instrument (without the conversion feature). Any change in fair value of the bifurcated conversion option is recognized in earnings. F- 19 PMGC Holdings Inc. (formerly Elevai Labs Inc.) Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 (Expressed in United States dollars) New Accounting Standards Recently Adopted Accounting Standards In June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. The FASB is issuing this Update (1) to clarify the guidance in Topic 820, Fair Value Measurement, when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security, (2) to amend a related illustrative example, and (3) to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 820. Stakeholders asserted that the language in the illustrative example resulted in diversity in practice on whether the effects of a contractual restriction that prohibits the sale of an equity security should be considered in measuring that equity security’s fair value. Some stakeholders apply a discount to the price of an equity security subject to a contractual sale restriction, whereas other stakeholders consider the application of a discount to be inappropriate under the principles of Topic 820. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The adoption of this standard did not have a significant impact on the Company’s consolidated financial statements. In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), intended to improve reportable segments disclosure requirements primarily through enhanced disclosures about significant segment expenses. In December 2023, the FASB issued “ASU 2023-09—Income Taxes (Topic 740)—Improvements to Income Tax Disclosures” (“ASU 2023-09”) which amends the Codification to enhance the transparency and decision usefulness of income tax disclosures. ASU 2023-09 requires additional disaggregation of the reconciliation between the statutory and effective tax rate for an entity and of income taxes paid, both of which are disclosures required by current GAAP. The amendments improve the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. The amendments in ASU 2023-09 apply to all entities that are subject to Topic 740, Income Taxes. For public business entities, the amendments in ASU 2023-09 are effective for annual periods beginning after December 15, 2024. The Company adopted the ASU prospectively for the period ending December 31, 2025, the effect being only related to our disclosures with no impact on our results of operations or financial condition. ASU 2023-07 includes a requirement to disclose significant segment expenses that are regularly provided to the CODM and included within each reported measure of segment profit or loss, the title and position of the CODM, an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources, and all segments’ profit or loss and assets disclosures. ASU 2023-07 is effective for all public companies for fiscal years beginning after December 15, 2023, and interim periods for the interim period beginning on January 1, 2025. Adoption of ASU 2023-07 did not have a material impact on the Company’s consolidated financial statement. In November 2024, the FASB issued ASU 2024-03, Expense Disaggregation Disclosures (Subtopic 220-40), which requires enhanced disclosures of the nature and composition of certain expense captions presented in the income statement, including inventory purchases, employee compensation, depreciation, and other significant expenses. The Company adopted this guidance during the year ended December 31, 2025. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements but resulted in additional disclosures in the notes to the consolidated financial statements. F- 20 PMGC Holdings Inc. (formerly Elevai Labs Inc.) Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 (Expressed in United States dollars) Recently Issued Accounting Standards The Company assesses the adoption impacts of recently issued, but not yet effective, accounting standards by the Financial Accounting Standards Board on the Company’s consolidated financial statements. There are no recently issued accounting standards which may have effect on the Company’s consolidated financial statements. 4. Assets and liabilities held for sale and Discontinued operations Pursuant to the Asset Purchase Agreement, the Company agreed to sell its skincare business for (i) 1,267,040 shares of common stock of the buyer, having a market value of $ 728,550 at the closing of the agreement; (ii) buyer’s assumption of certain liabilities; and, (iii) $ 56,525 in cash, to be paid upon the sale of specified inventory existing as of the consummation of this transaction (the “Closing”). Following the Closing, which occurred on January 16, 2025 (such date, the “Closing Date”), buyer will pay additional earn-out consideration for the sale, if and when payable: (a) buyer will pay, for each year ending on the anniversary of the Closing Date during the five-year period following the Closing, an amount, if any, equal to 5 % of the sales generated during such year from the existing products as of the Closing; and (b) buyer will pay a one-time payment of $ 500,000 if buyer achieves $ 500,000 in revenue from sales of the existing hair and scalp products as of the Closing on or before the 24-month anniversary of the Closing Date. The following table summarizes the major line items for the skincare business that are included in loss from discontinued operations, net of taxes in the consolidated statements of operations: December 31, 2025 December 31, 2024 Revenue $ 152,381 $ 2,467,298 Cost of goods sold 30,530 670,197 Gross profit $ 121,851 $ 1,797,101 Expenses Depreciation 517 10,390 Marketing and promotion 6,924 1,023,200 Consulting fees - 40,110 Office and administrative 56,763 2,051,571 Professional fees 50,460 415,878 Investor relations - 6,667 Research and development 16,921 308,597 Foreign exchange (gain) loss 1,874 ( 1,972 ) Travel and entertainment 10,726 186,244 Total expenses $ 144,185 4,040,685 Other income 94,937 34,723 Interest expense - ( 20,162 ) Loss on the sale of Skincare ( 39,676 ) Net income (loss) from discontinued operations $ 32,927 ( 2,229,023 ) F- 21 PMGC Holdings Inc. (formerly Elevai Labs Inc.) Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 (Expressed in United States dollars) The following table summarizes the carrying amounts of major classes of assets and liabilities of discontinued operations as at the Closing Date (January 16, 2025) and December 31, 2024: Closing Date January 16, 2025 December 31, 2024 Assets Receivables, net 71,793 43,497 Inventory 875,996 898,962 Prepaid expenses and deposits 94,568 137,875 Property and equipment 47,618 48,134 Right of use asset 51,721 64,340 Total assets held for sale 1,141,696 1,192,808 Liabilities Accounts payable and accrued liabilities 307,024 449,125 Customer deposits 13,806 34,302 Lease liability 52,640 65,489 Total liabilities held for sale 373,470 548,916 Total assets and liabilities held for sale, net 768,226 643,892 The Company recorded a loss on sale of discontinued operations of $ 39,676 . The proceeds on sale, which was the fair value of the buyer shares received on Closing, amounted to $ 728,550 , and the carrying amounts of the net assets and liabilities sold amounted to $ 768,226 . The following represents the cash flows from operating and investing activities of discontinued operations for the years ended December 31, 2025 and 2024: December 31, 2025 December 31, 2024 Cashflows used in operating activities $ ( 131,331 ) $ ( 2,686,379 ) Cashflows used in investing activities - ( 9,160 ) 5. Business combinations Pacific Sun Packaging Inc. On July 7, 2025, the Company completed the acquisition of 100 % of the outstanding shares of common stock of Pacific Sun Packaging Inc., a California corporation specializing in custom antistatic and high-precision protective packaging for electronic and IT hardware components (“Pacific Sun”). As consideration for the acquisition, the Company paid cash of $ 1,020,700 and settled an outstanding promissory note of $ 128,294 . The Company also agreed to a contingent earn-out payable up to a maximum of $ 250,000 if sales during the 12-month period following the acquisition equal or exceed $ 1,145,915 (the “Earn-out Target”). The earn-out payable will be reduced on a proportional basis if the Earn-out Target is not reached, with no amount payable if sales during the 12-month period following the acquisition are equal to or below $ 458,366 . The contingent consideration was recognized at fair value as of the acquisition date and is classified as a liability. The fair value was estimated using a probability-weighted discounted cash flow approach, incorporating management’s revenue projections and an estimated discount rate of approximately 11 %. As of December 31, 2025, the estimated fair value of the contingent consideration liability was $ 206,249 . The Company remeasures the contingent consideration liability at each reporting date. Changes in the liability due to the passage of time are recognized as accretion expense, while other changes in fair value, if any, are recognized in earnings. For the year ended December 31, 2025, the Company recognized accretion expense of $ 10,178 . F- 22 PMGC Holdings Inc. (formerly Elevai Labs Inc.) Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 (Expressed in United States dollars) In connection with the acquisition, the Company agreed to pay retention bonuses for past services to the remaining employees of the Company. The working capital target of the acquired business was set at $ 260,000 and the difference of $ 114,969 , as agreed between the parties, is accounted for as a working capital adjustment as part of the total consideration. The acquisition was accounted for under ASC 805, Business Combinations, with PMGC Holdings Inc., identified as the acquirer. The purchase price was allocated to the acquired assets and assumed liabilities based on their estimated fair values as of the acquisition date, determined with assistance from an independent valuation specialist. The resulting allocation is summarized below: Cash $ 1,020,700 Promissory note and interest 128,294 Sign on bonus 130,000 Earn out payment payable 196,072 Working capital adjustment 114,969 Total consideration $ 1,590,035 Net assets (liabilities) acquired of the Company: Cash $ 108,507 Receivables, net 130,893 Prepaid expenses and deposits 14,949 Inventory 210,000 Property and equipment 9,060 Intangible - customer relationships 340,000 Intangible – brand name 150,000 Accounts payable and accrued liabilities ( 33,009 ) Total net assets (liabilities) $ 930,400 Goodwill $ 659,635 Goodwill recognized primarily reflects expected synergies from integrating Pacific Sun’s operations and workforce and is not expected to be deductible for tax purposes. The results of Pacific Sun’s operations are included in the consolidated financial statements beginning July 7, 2025. AGA Precision Systems LLC On July 18, 2025, the Company acquired 100 percent of the membership interests of AGA Precision Systems LLC (“AGA”), for $ 650,000 in cash. AGA is a California-based high-tolerance CNC machining company serving the aerospace, defense, and industrial sectors. The seller entered into a five-year non-compete and non-solicitation agreement as part of the transaction. The working capital target of the acquired business was set at $ nil and the difference of $ 228,174 , as agreed between the parties, is accounted for as a working capital adjustment as part of the total consideration. F- 23 PMGC Holdings Inc. (formerly Elevai Labs Inc.) Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 (Expressed in United States dollars) The acquisition was accounted for as a business combination under ASC 805, and the purchase price was allocated to the identifiable assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date, as determined by an independent valuation specialist. The allocation is summarized below: Cash $ 650,000 Working capital adjustment 228,174 Total consideration $ 878,174 Net assets (liabilities) acquired of the Company: Cash $ 22,406 Receivables, net 188,117 Prepaid expenses and deposits 38,188 Property and equipment 328,000 Intangible - Customer Relationships 182,300 Intangible - Backlog 29,000 Accounts payable and accrued liabilities ( 20,537 ) Total net assets (liabilities) $ 767,474 Goodwill $ 110,700 Goodwill represents the assembled workforce and expected operating synergies and is not expected to be deductible for income tax purposes. The results of AGA’s operations are included in the consolidated financial statements beginning July 18, 2025. Indarg Engineering, Inc. On October 26, 2025, AGA Precision Systems LLC, a wholly owned subsidiary of the Company, acquired substantially all of the operating assets of Indarg Engineering, Inc., a California-based provider of high-tolerance precision machining services, including CNC machining, prototyping, and quality inspection for aerospace, defense, and industrial sectors. The acquisition was accounted for as a business combination under ASC 805, and the purchase price was allocated to the identifiable assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date, as determined by an independent valuation specialist. The allocation is summarized below: Cash $ 378,000 Promissory note 170,000 Total consideration $ 548,000 Net assets (liabilities) acquired of the Company: Inventory 10,000 Prepaid expenses and deposits 561 Property and equipment 170,000 Intangible - Customer Relationships 160,000 Total net assets (liabilities) $ 340,561 Goodwill $ 207,439 F- 24 PMGC Holdings Inc. (formerly Elevai Labs Inc.) Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 (Expressed in United States dollars) The aggregate purchase price for the acquired business was $ 548,000 , of which $ 170,000 was satisfied through the issuance of a promissory note. The promissory note bears interest at 8 % per annum and is payable in equal quarterly installments over a two-year period. As of December 31, 2025, the outstanding principal balance of the promissory note was $ 170,000 . No principal repayments had been made as of that date. The note is presented as current and non-current promissory notes payable on the consolidated balance sheet based on its contractual maturity terms. Goodwill represents the value of the assembled workforce, expected operating synergies, and other intangible benefits that do not qualify for separate recognition. The goodwill recognized from the acquisition is not expected to be deductible for income tax purposes. The results of operations have been included in the Company’s consolidated financial statements beginning October 26, 2025. 6. Short term loan receivable On May 30, 2025, the Company entered into a secured promissory note agreement with an individual, pursuant to which the Company loaned $ 127,300 to the borrower. The note incurred interest at a variable rate equal to the U.S. prime rate as published in the Wall Street Journal ( 7.5 %), with interest computed on the basis of a 365 -day year and actual days elapsed. The entire principal amount, together with accrued and unpaid interest, was due and payable on or before September 30, 2025 . On July 7, 2025, the outstanding principal and accrued interest totaling $ 128,294 was fully settled through the transfer of a 10 % equity interest in Pacific Sun to the Company. The loan settlement was effected as part of the Company’s acquisition of all outstanding equity interests of Pacific Sun Packaging Inc. (Note 5). 7. Receivables, net As of December 31, 2025, and December 31, 2024, receivables consisted of trade receivables of $ 245,423 and $ Nil , respectively. As of December 31, 2025, and December 31, 2024, the Company wrote off $ 55,380 of trade receivables deemed uncollectible and $ nil , respectively. 8. Prepaids and Deposits As of December 31, 2025 and 2024, prepaid and deposits consisted of the following: December 31, 2025 December 31, 2024 Prepaid expenses $ 363,314 $ 867,420 Deposits 97,925 1,044 $ 461,239 $ 868,464 During the year ended December 31, 2025, the Company impaired a $ 500,000 payment made for contract manufacturing of human stem cells using and supporting preclinical research for injectable exosomes. The $ 500,000 was paid and initially capitalized as a prepaid expense. Due to non-performance of the contracted services, the entire prepaid amount was fully written off in the current period. 9. Inventory As of September 30, 2025, and December 31, 2024, inventory consisted of the following: December 31, 2025 December 31, 2024 Finished goods $ 85,098 $ - Raw materials 10,000 - $ 95,098 $ - Cost of inventory recognized as expense in cost of sales for the year ended December 31, 2025 and 2024, totaled $ 317,749 and $ nil , respectively. As at December 31, 2025 and December 31, 2024, the Company recorded an allowance for inventory of $ nil F- 25 PMGC Holdings Inc. (formerly Elevai Labs Inc.) Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 (Expressed in United States dollars) 10. Investment in securities The Company’s investments consist of publicly traded equity securities, warrants and a convertible debenture. These investments are reported under ASC 321 – Investments in Equity Securities and ASC 320 – Investments – Debt Securities, as applicable. The Company has classified the investments as held for trading. The following table summarizes the changes in investments for the year ended December 31, 2025 and 2024: Public Company Investments Private Company Investment Convertible Debenture and Warrants Total Balance, December 31, 2023 $- - - - Purchases - 139,084 - 139,084 Balance, December 31, 2024 $ - 139,084 - 139,084 Purchases $ 1,539,044 125,000 125,000 1,789,044 Transfer 139,084 ( 139,084 ) - - Acquired in the sale of Skincare business 728,550 - - 728,550 Proceeds on sale ( 1,762,201 ) - - ( 1,762,201 ) Interest income - - 7,537 7,537 Conversion of debenture 132,537 ( 132,537 ) - Realized loss ( 113,917 ) - - ( 113,917 ) Unrealized gain (loss) ( 264,154 ) - 48,111 ( 216,043 ) Balance, December 31, 2025 $ 398,943 125,000 48,111 572,054 The Company accounts for investments in warrants as equity securities in accordance with ASC 321, Investments—Equity Securities, and measures such investments at fair value, with changes in fair value recognized in earnings. As of December 31, 2025, the Company held warrants with an estimated fair value of approximately $ 48,111 . The Company estimated fair value using an adjusted intrinsic value approach, calculated as the excess of the underlying share price over the exercise price, multiplied by the number of warrants outstanding. The Company determined that this approach was appropriate as the warrants were in-the-money at the measurement date and the time value component was not considered significant. The valuation was calibrated by applying a discount, which was determined based on the cash paid to acquire the warrants relative to the implied intrinsic value at that date. The Company considers the transaction price and underlying share price to represent observable market inputs, and no significant unobservable inputs were used in the valuation at the reporting date. Key inputs used in the valuation included: ● Underlying share price: $ 8.08 per share (observable market input) ● Exercise price: $ 3.00 per share ● Number of warrants: 26,041 (post reverse stock split) Based on the nature of the valuation inputs, the warrants are classified within Level 2 of the fair value hierarchy under ASC 820, Fair Value Measurement. F- 26 PMGC Holdings Inc. (formerly Elevai Labs Inc.) Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 (Expressed in United States dollars) Fair Value Measurement The following table presents the Company’s financial instruments measured at fair value on a recurring basis as of December 31, 2025 and 2024, in accordance with the fair value hierarchy of ASC 820: December 31, 2025 Level 1 Level 2 Level 3 Total Equity securities $ 398,943 – – 398,943 Warrants - 48,111 – 48,111 Total $ 398,943 48,111 – 447,054 December 31, 2024 Level 1 Level 2 Level 3 Total Equity securities $ - 139,084 – 139,084 Total $ - 139,084 – 139,084 11. Property, plant and equipment Computers Machinery & Equipment Furniture and office equipment Leasehold improvement Total Cost Balance, December 31, 2023 $ 2,820 - - - 2,820 Foreign currency translation ( 219 ) - - - ( 219 ) Balance, December 31, 2024 $ 2,601 - - - 2,601 Business combinations - 487,060 20,000 - 507,060 Additions 41,022 354,768 35,578 48,020 479,388 Disposal ( 50,000 ) ( 50,000 ) Foreign currency translation 3 - - - 3 Balance, December 31, 2025 $ 43,626 791,828 $ 55,578 48,020 939,052 Accumulated depreciation Balance, December 31, 2023 $ 1,079 - - - 1,079 Depreciation 546 - - - 546 Foreign currency translation ( 111 ) - - - ( 111 ) Balance, December 31, 2024 $ 1,514 - - - 1,514 Depreciation 5,044 43,314 2,740 3,512 54,610 Disposal - ( 2,568 ) - - ( 2,568 ) Foreign currency translation ( 24 ) - - - ( 24 ) Balance, December 31, 2025 $ 6,534 40,746 2,740 3,512 53,532 Net book value December 31, 2024 $ 1,087 - - - 1,087 December 31, 2025 $ 37,092 751,082 52,838 44,508 885,520 F- 27 PMGC Holdings Inc. (formerly Elevai Labs Inc.) Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 (Expressed in United States dollars) 12. Intangible assets, net License #1 License # 2 (IPR&D asset) Customer relationship Brand Backlog Total Cost: Balance, December 31, 2024 $ 861,452 2,023,097 - - - 2,884,549 Additions - 49,535 - - - 49,535 Business combinations - - 682,300 150,000 29,000 861,300 Termination of agreement ( 861,452 ) - - - - ( 861,452 ) Balance, December 31, 2025 $ - 2,072,632 682,300 150,000 29,000 2,933,932 Accumulated amortization: Balance, December 31, 2024 $ 82,556 - - - - 82,556 Amortization 14,358 - 16,946 14,568 10,021 55,893 Termination of agreement ( 96,914 ) - - - - ( 96,914 ) Balance, December 31, 2025 $ - - 16,946 14,568 10,021 41,535 Net book value: December 31,2024 $ 778,896 2,023,097 - - - 2,801,993 December 31, 2025 - 2,072,632 665,354 135,432 18,979 2,892,397 License #1: On January 15, 2024, the Company entered into a license agreement with a Biotechnology company to use their proprietary technology and process to assist in formulating stem cells (“License #1”). The term of the license is 10 years and has a purchase price of $ 1,000,000 . The payments structure for License #1 is as follows: a) $ 50,000 payable upon executing the license (paid) b) $ 350,000 payable on March 15, 2025 (updated from July 15, 2024 in an amendment dated July 9, 2024) 1 c) $ 600,000 payable on completion of technology transfer or two years from January 15, 2024, whichever comes first 1 . 1 Effective February 27, 2025, the Company and the biotechnology company entered into a mutual termination agreement to terminate the Company’s right to License # 1 and to release the Company of the remaining undiscounted obligation payable of $ 950,000 . Upon termination, no further obligations are required of either party. The cost of License #1 was measured at $ 861,452 , which is the fair value of the consideration payable on initial recognition, determined by discounting the future payments using a market interest rate of 11.75 %. F- 28 PMGC Holdings Inc. (formerly Elevai Labs Inc.) Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 (Expressed in United States dollars) Consideration payable Consideration payable – undiscounted $ 1,000,000 Discount on initial recognition ( 138,548 ) Fair value on initial recognition $ 861,452 Paid in cash ( 50,000 ) Accretion 73,015 Balance, December 31, 2024 $ 884,467 Accretion 9,684 Termination of agreement ( 894,151 ) Balance, December 31, 2025 $ - As a result of the termination, the Company derecognized the associated intangible asset and the related consideration payable, recognizing a gain of $ 129,613 in the consolidated statements of operations for the year ended December 31, 2025. License #2: On April 30, 2024, the Company entered into an exclusive license agreement with a pharmaceutical company granting the Company rights to develop, manufacture, and commercialize licensed products (the license granted under this license agreement, “License # 2”). The Company has classified License # 2 as an IPR&D asset resulting in only the acquisition costs plus any transaction costs to be capitalized upon acquisition. The research and development project associated with License # 2 is not yet complete and as a result the Company has not yet determined the useful life of the IPR&D asset. The Company paid consideration of $ 400,000 and 9 shares of common stock with a value of $ 492,850 to the pharmaceutical company. The shares issued to the pharmaceutical company are unregistered and subject to trading restrictions for six months from the issue date, resulting in a fair value discount adjustment of $ 173,100 on the value of the shares of common stock issued to the pharmaceutical company. The Company incurred transaction costs of $ 12,320 in legal fees and $ 1,117,771 in shares of common stock paid to a consultant who assisted in acquiring License # 2. The shares of common stock to be issued to the consultant will be unregistered and subject to trading restrictions for a 1-year period from the issue date of the first tranche resulting in a fair value discount adjustment of $ 599,863 on the value of the common shares issued to the consultant. The fair value adjustments were calculated using the Black-Scholes Option Pricing Model. The Black-Scholes Option Pricing Model requires six basic data inputs: the exercise or strike price, expected time to expiration or exercise, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The following assumptions were used in the Black-Scholes option pricing model: Initial recognition – April 30, 2024 Risk-free interest rate 5.12 - 5.44 % Expected life 0.5 - 1 years Expected dividend rate 0.00 % Expected volatility 100 % F- 29 PMGC Holdings Inc. (formerly Elevai Labs Inc.) Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 (Expressed in United States dollars) The consultant who assisted in acquiring License # 2 is to receive 21 shares in the following tranches and all shares were earned (i.e. fully vested) upon the Company’s acquisition of License # 2 as follows: ● May 3, 2024: 6 shares (issued) ● August 1, 2024: 5 shares (issued) ● November 1, 2024: 5 shares (issued) ● February 2, 2025: 5 shares (issued) The cost of License # 2 IPR&D asset is $ 2,023,097 , which is the fair value of the consideration paid on initial recognition. On February 18, 2025, Northstrive Biosciences Inc. submitted a pre-Investigational New Drug (“pre-IND”) meeting request to the U.S. Food and Drug Administration (“FDA”) for EL-22, a potential obesity therapy designed to promote fat loss and preserve muscle mass when used in combination with GLP-1 receptor agonists. On March 21, 2025, the Company entered into a first amendment to the exclusive license agreement covering License # 2, expanding the licensed fields in the exclusive license agreement to include all uses in animal health, including all applications as a feed additive. The Company paid $ 6,000 and issued 857 shares of common stock to the pharmaceutical company in consideration for entry into this first amendment to the exclusive license agreement regarding License # 2. The shares issued to the pharmaceutical company are unregistered and subject to trading restrictions for six months from the issue date resulting in a fair value discount adjustment of $ 15,624 on the value of the common stock issued to the pharmaceutical company. The fair value adjustments were calculated using the Black-Scholes Option Pricing Model. The first amendment to the exclusive license agreement did not result in a remeasurement of the intangible asset under ASC 350 – Intangibles – Goodwill and Other, as it does not constitute a new acquisition or recognition event. The Company will continue to monitor the asset for impairment indicators consistent with U.S. GAAP. The Black-Scholes Option Pricing Model requires six basic data inputs: the exercise or strike price, expected time to expiration or exercise, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The following assumptions were used in the Black-Scholes option pricing model: Initial recognition – March 26, 2025 Risk-free interest rate 4.26 % Expected life 0.5 years Expected dividend rate 0.00 % Expected volatility 100 % F- 30 PMGC Holdings Inc. (formerly Elevai Labs Inc.) Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 (Expressed in United States dollars) On May 12, 2025, the Company entered into a second amendment to an existing license agreement related to License # 2. The second amendment to the license agreement clarified the scope and terms of use within the animal health field. Key changes included clarification that certain provisions regarding (i) the exclusive license granted to the pharmaceutical company, (ii) milestone payment obligations of the Company, (iii) research and development obligations of the Company, (iv) recording obligations of the Company, (v) development data provisions, (vi) regulatory responsibilities of the Company, (vii) commercialization plan obligations of the Company, did not apply to licensing rights granted under the license agreement as the rights applied to the animal health field. The second amendment’s provisions also narrowed the Company’s payment obligations as to royalty payments on direct sales and a proportion of amounts received from sublicensees, as the payment related to the animal health field. There was no cost associated with the second amendment. As License #2 is an IPR&D intangible asset, the Company is required to perform an annual impairment test. In accordance with ASC 350 “Intangibles—Goodwill and Other”, the Company has the option to perform a qualitative assessment first, to determine if it is more likely than not that the IPR&D intangible asset is impaired. Only if the qualitative test indicates that it is more likely than not that the intangible asset is impaired, is the Company required to calculate the fair value of the intangible asset and perform a quantitative impairment test. Under the qualitative analysis, the Company determined that it is more likely than not that the intangible asset is not impaired, and as a result was not required to perform a quantitative test as of December 31, 2025. Customer relationship In connection with the acquisition of AGA Precision Systems, the Company recognized an intangible asset for customer relationships, representing the value associated with the acquired customer base, including both contractual and non-contractual relationships, and the expected future economic benefits from recurring business with such customers. The customer relationships intangible asset was recorded at its estimated fair value as of the acquisition date in accordance with ASC 805, Business Combinations. The fair value of customer relationships was determined using an income approach, specifically the multi-period excess earnings method (“MPEE”), which estimates the present value of cash flows attributable solely to the existing customer base after deducting contributory asset charges for supporting assets. Based on this methodology, the fair value of customer relationships was determined to be approximately $ 182,300 at the acquisition. The asset is amortized on a straight-line basis over an estimated useful life of 12 years. For the year ended December 31, 2025, the Company recognized amortization expense of approximately $ 3,780 , resulting in a net carrying value of approximately $ 178,520 as of December 31, 2025. The Company evaluated the customer relationships intangible asset for impairment and determined that no impairment indicators were present as of December 31, 2025. In connection with the acquisition of Pacific Sun Packaging, the Company recognized an intangible asset for customer relationships, representing the value associated with the acquired customer base, including both contractual and non-contractual relationships, and the expected future economic benefits from recurring business with such customers. The customer relationships intangible asset was recorded at its estimated fair value of approximately $ 340,000 as of the acquisition date in accordance with ASC 805, Business Combinations. The fair value of customer relationships was determined using an income approach, specifically the MPEE, which estimates the present value of cash flows attributable solely to the existing customer base after deducting contributory asset charges. The asset is amortized on a straight-line basis over an estimated useful life of 15 years. For the year ended December 31, 2025, the Company recognized amortization expense of approximately $ 11,007 , resulting in a net carrying value of approximately $ 328,993 as of December 31, 2025. The Company evaluated the customer relationships intangible asset for impairment and determined that no impairment indicators were present as of December 31, 2025. In connection with the acquisition of Indarg Engineering, Inc. , the Company recognized an intangible asset for customer relationships, representing the value associated with the acquired customer base, including both contractual and non-contractual relationships, and the expected future economic benefits from recurring business with such customers. The customer relationships intangible asset was recorded at its estimated fair value of approximately $ 160,000 as of the acquisition date in accordance with ASC 805, Business Combinations. The fair value of customer relationships was determined using an income approach, specifically the MPEE, based on projected cash flows attributable to existing customers, net of contributory asset charges. Key assumptions included a long-term revenue growth rate of approximately 2.7 %, an attrition rate of 12.0 %, and a discount rate of approximately 16.2 % reflecting the risk profile of the asset. The customer relationships intangible asset is amortized on a straight-line basis over an estimated useful life of approximately 13.2 years, which reflects the period over which the asset is expected to contribute to future cash flows. For the year ended December 31, 2025, the Company recognized amortization expense of approximately $ 2,159 , resulting in a net carrying value of approximately $ 157,841 as of December 31, 2025. F- 31 PMGC Holdings Inc. (formerly Elevai Labs Inc.) Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 (Expressed in United States dollars) The Company evaluated the customer relationships intangible asset for impairment and determined that no impairment indicators were present as of December 31, 2025. Brand In connection with the acquisition of Pacific Sun Packaging, the Company recognized an intangible asset for the Pacific Sun brand name, representing the value associated with brand recognition, market presence, and customer awareness within the electronics packaging industry. The brand intangible asset was recorded at its estimated fair value of approximately $ 150,000 as of the acquisition date in accordance with ASC 805, Business Combinations. The fair value of the brand was determined using an income approach, specifically the relief-from-royalty (“RFR”) method, which estimates the present value of royalties that the Company is deemed to avoid by owning the brand name rather than licensing it. The valuation was based on projected revenues attributable to the brand, an estimated royalty rate of approximately 3.5 % derived from comparable market transactions, and a discount rate reflecting the risk profile of the asset. The analysis also considered qualitative factors including the Company’s historical brand development efforts, industry recognition, operating history, and expected future growth. The brand is amortized on a straight-line basis over an estimated useful life of 5 years, which reflects the period over which the asset is expected to contribute to future cash flows. For the year ended December 31, 2025, the Company recognized amortization expense of approximately $ 14,568 , resulting in a net carrying value of approximately $ 135,432 as of December 31, 2025. The Company evaluated the brand intangible asset for impairment and determined that no impairment indicators were present as of December 31, 2025. Backlog In connection with the AGA Precision Systems, the Company recognized an intangible asset for backlog, representing confirmed customer purchase orders and contractual commitments on hand as of the acquisition date that are expected to be fulfilled and recognized as revenue within a short period, generally within the subsequent fiscal year. Backlog is considered a finite-lived intangible asset and was recognized separately from customer relationships to avoid double counting of economic benefits. The fair value of backlog was determined using an income approach, which estimates the earnings attributable to the fulfillment of existing orders, and was determined to be approximately $ 29,000 at the acquisition date. Backlog is amortized over its expected realization period. The asset is amortized on a straight-line basis over an estimated useful life of one year . For the year ended December 31, 2025, the Company recognized amortization expense of approximately $ 10,021 , resulting in a net carrying value of approximately $ 18,979 as of December 31, 2025. The Company evaluated the backlog intangible asset for impairment and determined that no impairment indicators were present as of December 31, 2025. 13. Operating Leases The Company’s subsidiaries, AGA and Pacific Sun, entered into non-cancelable operating leases for the office and warehouse spaces occupied to operate its business. The Pacific Sun lease was executed on July 9, 2025, and the Company committed to monthly lease payments of $ 6,300 through June 30, 2026. Thereafter, monthly payments increase by 3 % each year starting on July 1, 2026. The lease expires on June 30, 2030. On October 20, 2025, the lease was modified to expand the premises to the entire building. The modification revised the monthly base rent and shifted the remaining term to commence payments on January 1, 2026, and end on December 31, 2030. Modified monthly base rent is $ 7,415 for 2026, increasing 3 % annually thereafter. The modification was accounted for as a lease remeasurement under ASC 842; the lease liability and right-of-use asset were adjusted using the incremental borrowing rate. F- 32 PMGC Holdings Inc. (formerly Elevai Labs Inc.) Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 (Expressed in United States dollars) The AGA lease was executed on July 19, 2025, and the Company committed to monthly lease payments of $ 18,905 through August 31, 2026. Thereafter, monthly payments increase to $ 22,020 starting on September 1, 2026 and increase by 3 % each year starting on September 1, 2027. The lease expires on August 31, 2029. The Company committed to paying common area maintenance cost which is currently $ 1,045 per month. The Company used a discount rate of 8 %, as the incremental cost of borrowing, to calculate the present value of the future lease payments and the resulting operating lease liabilities and right-of-use assets. The Company recognized a total lease cost related to its non-cancelable operating leases of $ 165,091 for the year ended December 31, 2025, included in office and administrative expenses. The Company recognizes right-of-use (“ROU”) assets and corresponding lease liabilities for operating leases in accordance with ASC 842, Leases. ROU assets represent the Company’s right to use underlying leased assets over the lease term and are initially measured at the amount of the lease liability, adjusted for initial direct costs, prepaid lease payments, and lease incentives. As of December 31, 2025, the Company’s operating lease ROU assets had a carrying value of approximately $ 1,241,527 . During the year ended December 31, 2025, additions to ROU assets were approximately $ 1,280,137 , primarily related to a new lease for office space with an associated warehouse component. Lease modifications during the year resulted in an increase of approximately $ 82,147 to the ROU assets. Amortization of ROU assets for the year ended December 31, 2025 was approximately $ 120,757 , which is included in operating expenses, primarily within office and administrative. The Company’s ROU assets relate primarily to office and warehouse facilities used in its operations. As of December 31, 2025 and 2024, the Company recorded a security deposit of $ 81,757 and $ nil , associated with these operating leases. Future minimum lease payments under the Company’s operating leases that have an initial non-cancelable lease term in excess of one year at December 31, 2025, are as follows: As at December 31, 2025 Lease payments ($) 2026 332,480 2027 348,396 2028 358,464 2029 292,476 2030 and thereafter 100,152 Total future payments $ 1,431,968 Less: imputed interest ( 211,498 ) Operating lease liabilities $ 1,220,470 Operating lease liabilities-current $ 247,627 Operating lease liabilities- non-current $ 972,843 14. Convertible debt under ELOC Agreement On September 23, 2025, the Company entered into a securities purchase agreement, establishing an equity line of credit of up to $ 20,000,000 through one or more secured pre-paid purchases of the Company’s common stock (the “ELOC Agreement”). Under the ELOC Agreement, the Company may, from time to time, sell and issue common stock to the investor pursuant to individual pre-paid purchases, subject to the terms and conditions of the ELOC Agreement. The Company issued 2,363 shares of common stock to the investor as a commitment fee for the first pre-paid purchase (Note 16). The Company also issued 429 shares of common stock as pre-delivery shares for the first pre-paid purchase. The investor may request the Company to issue and sell common stock to the investor as to the outstanding balance on the first pre-paid purchase at a pre-delivery purchase price of $ 0.0001 per share, subject to an aggregate pre-delivery purchase cap of $ 25,000 (Note 16). When all of the Company’s obligations under the ELOC Agreement are settled and after the commitment period has ended, the Company may repurchase any pre-delivery shares outstanding at a purchase price of $ 0.001 per share. The share issuances under the first pre-paid purchase are subject to a 9.99 % beneficial ownership limitation. F- 33 PMGC Holdings Inc. (formerly Elevai Labs Inc.) Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 (Expressed in United States dollars) On September 26, 2025, the Company consummated the first pre-paid purchase under the equity line of credit with a principal amount of $ 5,000,000 , bearing interest at 8.5 % per annum and maturing three years from issuance (the “convertible debt”). The instrument included an original-issue discount of $ 425,000 and a $ 30,000 transaction expense allowance; the initial purchase price received at closing was $ 4,545,000 , with net cash proceeds of approximately $ 3,990,000 after placement and closing costs. The principal and accrued interest is convertible at any time during the three-year term at the option of the investor, in whole or in part, at a price that equals 88 % of the lowest VWAP during the 10 trading days preceding the applicable measurement date. If that calculated price is below the floor price of $ 25.392 per share, the investor may elect to have the applicable purchase amount settled in cash rather than in shares. The Company is accounting for the convertible debt host contract under ASC 470-20 at amortized cost and has determined that the conversion option meets the definition of an embedded derivative liability which is separately accounted for at fair value in accordance with ASC 815-15 Derivatives and Hedging — Embedded Derivatives (Note 15). During the month of December 2025, the Company settled outstanding principal of $ $ 2,921,706 and accrued interest of $ 103,294 through the issuance of 49,693 shares of common stock pursuant to eleven purchase notices totaling $ 3,025,000 . In connection with these settlements, the Company derecognized $ 1,853,134 of the convertible debt host liability and $ 467,186 of the related derivative liability, with $ 2,320,320 recorded to common stock and additional paid-in capital. As of December 31, 2025, the remaining derivative liability associated with the conversion feature was $ 418,412 (Note 15), and the remaining balance of the convertible debt continues to be accounted for at amortized cost. The outstanding principal as of December 31, 2025 was $ 2,078,294 and accrued interest was $ nil . Subsequent to December 31, 2025, the Company settled the remaining outstanding principal of $ 2,078,294 through the issuance of 67,735 shares of common stock pursuant to the ELOC arrangement. In connection with this settlement, the Company derecognized the remaining convertible debt host liability of $ 1,254,479 and the related derivative liability of $ 418,412 associated with the conversion feature, with the total amount recorded to common stock and additional paid-in capital. (Note 22) A continuity of the amortized cost of the convertible debt host contract is as follows: Convertible debt Balance, January 1, 2025 $ - Principal 5,000,000 Fair value of embedded derivative liability ( 1,099,765 ) Allocation of original issue discount and issuance cost (1) ( 1,026,682 ) Accretion 130,766 Interest expense 103,294 Repayment through common stock ( 1,853,134 ) Balance, December 31, 2025 $ 1,254,479 (1) Total original issuance discount and issuance cost amounted to $ 1,316,180 , of which $ 1,026,682 were allocated to the amortized cost of the convertible debt and $ 289,498 were allocated to the derivative liability and recorded as finance cost in the statement of operations. F- 34 PMGC Holdings Inc. (formerly Elevai Labs Inc.) Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 (Expressed in United States dollars) 15. Derivative liabilities Liability classified stock purchase warrants A continuity of the Company’s common stock purchase derivative liability warrants is as follows: Derivative liabilities Outstanding, December 31, 2023 $ 369,158 Change in fair value of derivative liabilities ( 369,158 ) Outstanding, December 31, 2024 $ - Change in fair value of derivative liabilities - Outstanding, December 31, 2025 $ - We determined the derivative liabilities to be a Level 3 fair value measurement and used the Black-Scholes Option Pricing Model to calculate the fair value as of initial recognition and at subsequent period ends through December 31, 2024. Given the exercise price of these warrants compared to the fair market value of the Company’s shares, the value is deemed to be $ nil . As of December 31, 2025, the following liability classified stock purchase warrants were outstanding: Outstanding Expiry date Weighted average exercise price ($) 5 April 27, 2027 236,619.42 1 November 21, 2028 470,400 6 275,582.86 As of December 31, 2025 and 2024, the weighted average life of derivative liability classified stock purchase warrants outstanding was 1.66 and 2.71 years, respectively. Embedded derivative liabilities The Company determined that the fair value of embedded derivative liability separated from the convertible debt host contract, issued in connection with the ELOC Agreement (Note 14), had an initial fair value of $ 1,099,765 , calculated on the initial recognition date of September 26, 2025. The derivative liability was remeasured at fair value as of September 30, 2025 using the Binomial option pricing model. The estimated fair value at September 30, 2025 was $ 976,432 . Changes in fair value from initial recognition through September 30, 2025 recognized in the consolidated statement of operations were $ 123,333 . During the month of December 2025, the Company issued common shares to partially settle the outstanding balance of the convertible debt under the ELOC Agreement. In connection with these settlements, the Company derecognized $ 467,186 of the derivative liability associated with the portion of the debt settled in shares. The derivative liability was remeasured at fair value as of December 31, 2025 using the Binomial option pricing model. The estimated fair value at December 31, 2025 was $ 418,412 . Changes in fair value from September 30, 2025 through December 31, 2025 recognized in the consolidated statement of operations were $ 90,834 . F- 35 PMGC Holdings Inc. (formerly Elevai Labs Inc.) Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 (Expressed in United States dollars) We determined the derivative liability to be a Level 3 fair value measurement and used a Binomial Option Pricing Model to calculate the fair value as of initial recognition and through December 31, 2025. The following assumptions were used in the Binomial Option Pricing Model: Initial December 31, 2025 Risk-free interest rate 3.90 % 4.25 % Expected life 3 years 2.7 years Expected dividend rate 0.00 % 0.00 % Expected volatility 158.40 % 158.40 % Exercise price $ 26.5584 $ 7.3920 Number of steps 300 300 The following table presents the changes in the Company’s Level 3 derivative liability for the year ended December 31, 2025: Amount Balance, September 26, 2025 (initial recognition) $ 1,099,765 Change in fair value ( 214,167 ) Derecognition upon settlement of convertible debt ( 467,186 ) Balance, December 31, 2025 $ 418,412 Subsequent to December 31, 2025, the Company settled the remaining outstanding principal of $ 2,078,294 through the issuance of 67,735 shares of common stock pursuant to the ELOC arrangement. In connection with this settlement, the Company derecognized the related derivative liability of $ 418,412 associated with the conversion feature, with the total amount recorded to common stock and additional paid-in capital. (Note 22) 16. Equity Common Stock Authorized As of December 31, 2025, and December 31, 2024, the Company had 83,333,334 and 3,401,360 shares of common stock authorized, each having a par value of $ 0.0001 . Issued and outstanding As of December 31, 2025 and 2024, the Company had 80,699 and 5,226 shares of common stock issued and outstanding, respectively. Transactions during the year ended December 31, 2025 On January 28, 2025, the Company entered into and completed a warrant inducement transaction with the holders of its Series A Common Stock Purchase Warrants pursuant to a warrant inducement agreement (“Series A Warrants”). Under the warrant inducement agreement, the exercise price of the outstanding Series A Warrants was reduced from $ 1,646.40 to $ 1,176 per share of common stock as an incentive for immediate exercise. As a result, the holders exercised all outstanding Series A Warrants, and the Company issued 1,649 shares of common stock, generating gross proceeds of $ 1,938,772 . On February 2, 2025, the Company issued 6 shares of common stock to a consultant in relation to the acquisition of the License # 2 IPR&D asset. On March 7, 2025, the Company repurchased 1 share of common stock from two existing shareholders at for total consideration of approximately $ 52 . The shares were retired upon repurchase. F- 36 PMGC Holdings Inc. (formerly Elevai Labs Inc.) Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 (Expressed in United States dollars) On March 10, 2025, the Company effected a 1-for-7 reverse stock split of its issued and outstanding common stock. As a result of the reverse stock split, every seven shares of the Company’s common stock issued and outstanding were automatically combined into one share, with any fractional shares rounded in accordance with the Company’s governing documents. The reverse stock split did not change the number of authorized shares or the par value of the common stock. All share and per share amounts presented in the accompanying consolidated financial statements, including earnings (loss) per share and weighted-average shares outstanding, have been retroactively adjusted to reflect the reverse stock split for all periods presented. In addition, all outstanding stock options, warrants, and other equity-linked instruments were proportionately adjusted in accordance with their respective terms. On March 18, 2025, the Company entered into a securities purchase agreement with an existing investor to repurchase one (1) share of common stock and warrants to purchase 1 share of common stock at an exercise price of $ 352,800 per share. The total consideration paid in the transaction was $ 127 . The repurchased shares and warrants were retired and cancelled. The transaction was initiated by the existing investor. On March 21, 2025, the Company entered into a Securities Purchase Agreement between the Company and certain institutional investors with respect to a registered direct offering for the offer and sale of 1,538 shares of common stock and 1,968 prefunded warrants for gross proceeds of $ 1,484,028 , with the issuance cost of $ 238,722 . On March 26, 2025, the Company entered into a first amendment to the exclusive license agreement covering License # 2 (Note 12), expanding its rights to include the growing animal health market. The Company issued 858 shares of common stock in exchange for the expansion of its rights under License # 2. On August 22, 2025, the Company entered into warrant inducement agreements with certain existing common stock purchase warrant holders. Under these warrant inducement agreements, the exercise price of the outstanding replacement warrants was reduced from $ 270.48 to $ 169.26 per share of common stock as an incentive for the existing warrant holders’ immediate exercise of their warrants. As a result, these holders exercised all outstanding replacement warrants, and the Company issued new common stock purchase warrants exercisable for an aggregate of 9,856 shares of common stock, generating gross proceeds of $ 1,668,219 , with the issuance cost of $ 156,775 . These warrant inducement transactions were consummated on August 25, 2025. On September 2, 2025, the Company effected a 1-for-3.5 reverse stock split of its issued and outstanding common stock. Under the terms of the reverse stock split, each three and one-half shares of common stock were combined into one share, with fractional shares treated in accordance with applicable provisions. The reverse stock split did not affect the authorized number of shares or the par value per share. All historical share and per share data included in these consolidated financial statements have been retroactively restated to reflect the reverse stock split for all periods presented. Corresponding adjustments were made to outstanding equity awards, including stock options and warrants, to preserve their economic value. On September 23, 2025, in connection with the ELOC Agreement, the Company issued 429 shares of common stock pre-delivery shares to the investor for total proceeds of $ 7 . In addition, the Company issued 2,363 shares of common stock with a fair value of $ 306,180 , as a commitment fee and consideration under the ELOC Agreement. These shares were non-cash consideration and were accounted for as issuance cost allocated to the convertible debt and derivative liability (Note 14). During the year ended December 31, 2025, the Company sold an aggregate of 7,827 shares of common stock under its at-the-market (ATM) equity offering program, generating total gross proceeds of approximately $ 1,730,292 . After deducting total commissions and fees of approximately $ 58,189 , net proceeds amounted to approximately $ 1,672,103 . The shares were issued in multiple tranches between April and August 2025, with sales prices ranging from $ 54.24 to $ 81.36 per share. F- 37 PMGC Holdings Inc. (formerly Elevai Labs Inc.) Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 (Expressed in United States dollars) During the month of December 2025, the Company issued an aggregate of 49,693 shares of common stock in settlement of amounts outstanding under its ELOC arrangement (Note 14). The shares were issued in multiple tranches between December 8, 2025 and December 31, 2025 pursuant to purchase notices delivered under the ELOC agreement. The shares issued settled outstanding principal of $ $ 2,921,706 and accrued interest of $ $ 103,294 . Transactions during the year ended December 31, 2024 On April 30, 2024, the Company issued 49 shares of common stock on acquisition of License # 2 and $ 492,945 was recognized in equity. A total of $ nil was recognized in common stock and the remainder of $ 492,945 to additional paid in capital (Note 12). These shares are unregistered and restricted from trading as disclosed in Note 12. On May 3, 2024, the Company committed to issue 21 fully vested shares of common stock, of which 6 shares of common stock were issued by December 31, 2024, for the acquisition of License # 2. A total of $ 1,117,832 was recognized in equity, of which $ nil was recognized in common stock and the remainder of $ 1,117,832 to additional paid in capital (Note 12). These shares are unregistered and restricted from trading as disclosed in Note 12. On August 2, 2024, the Company issued 11 shares of common stock as consideration for purchasers who entered into the Securities Purchase Agreement. Transaction costs of $ 51,942 were associated with this share issuance. A total of $ 325,819 was recognized in equity. On September 24, 2024, the Company issued 76 shares of common stock and 168 pre-funded warrants in lieu of shares of common stock, along with 435 common stock purchase warrants. The purchasers had the option to elect to purchase pre-funded warrants in lieu of common stock in order to avoid exceeding the Beneficial Ownership Limitation, which is 4.99 % (or 9.99 % upon election of the holder prior to the issuance of any warrants) of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon exercise of the warrant. The pre-funded warrants had an exercise price of $ 11.76 , had no expiry date and had a cashless exercise provision. All pre-funded warrants were exercised by December 31, 2024. The purchase price of each share of common stock and accompanying warrants was $ 32,928 , and the purchase price of each pre-funded warrant and accompanying warrants was equal to such price minus $ 11.76 . Share issuance costs of $ 955,000 were associated with this offering. A total of $ 7,045,000 was recognized in equity, of which $ nil was recognized in common stock and all of $ 7,045,000 to additional paid in capital. Preferred Stock Authorized As of December 31, 2025, and December 31, 2024, the Company had 500,000,000 preferred stock authorized, respectively, of all preferred stock authorized, each share of preferred stock having a par value of $ 0.0001 . Of this amount, 300,000,000 and 50,000,000 shares were designated as Series B Preferred Stock as of December 31, 2025 and 2024, respectively. Issued and outstanding As at December 31, 2025 and 2024, the Company had 6,372,874 and nil shares of Series B Preferred Stock issued and outstanding. Transactions during the year ended December 31, 2025, and 2024 On March 26, 2025, at a special meeting of the Company’s shareholders, the shareholders approved the issuance of 3,036,437 shares of non-trading, non-convertible Series B Preferred Stock to GB Capital Ltd as a signing bonus pursuant to that certain Second Amended and Restated Consulting Agreement for Non-Employee Chief Executive Officer between the Company and GB Capital Ltd, dated October 25, 2024, as amended; and 3,336,437 shares of non-trading, non-convertible Series B Preferred Stock to Northstrive Companies Inc as a signing bonus pursuant to that certain Second Amended and Restated Consulting Agreement for Non-Executive Chairman between the Company and Northstrive Companies Inc., dated October 25, 2024, as amended. The total issuances of Series B Preferred Stock approved by the shareholders at this meeting was 6,372,874 shares. These bonuses to GB Capital Ltd and Northstrive Companies Inc. in the form of Series B Preferred Stock represented bonuses of $ 75,000 to each entity pursuant to their respective agreements aforementioned in this paragraph. These bonuses, totaling $ 150,000 , were accrued and included due to related parties as of December 31, 2024. F- 38 PMGC Holdings Inc. (formerly Elevai Labs Inc.) Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 (Expressed in United States dollars) Equity Warrants Transactions during the year ended December 31, 2025. On January 28, 2025, in connection with the warrant inducement agreement (see above) and the exercise of the Series A Warrants, the Company issued 1,649 replacement warrants with an initial exercise price of $ 1,617.12 and a five-year term. On April 29, 2025, the exercise price of the replacement warrants were reset to the contractual floor price of $ 270.48 per share. Following the adjustment, each of the five investors held 1,971 warrants, resulting in a total of 9,856 replacement warrants outstanding at the adjusted exercise price, maintaining the aggregate exercise value of $ 2,665,836 . On March 18, 2025, the Company entered into a securities purchase agreement with an existing investor to repurchase warrants to purchase 1 share of common stock at an exercise price of $ 352,800 per share for a nominal amount. On March 24, 2025, the Company consummated a registered direct offering with institutional investors, issuing 1,538 shares of common stock and 1,969 pre-funded warrants. The pre-funded warrants are immediately exercisable at an exercise price of $ 0.0084 per share, subject to a beneficial ownership limitation of 4.99 %, which may be increased to 9.99 % at the holder’s election. On April 14, 2025, all 1,968 pre-funded warrants issued in connection with the Company’s registered direct offering consummated on March 24, 2025 were fully exercised for shares of common stock, at an exercise price of $ 0.0084 per share. On August 22, 2025, the Company entered into a warrant inducement agreement with existing warrant holders to amend and reprice their outstanding common stock purchase warrants and issue new common stock purchase warrants to the existing warrant holders. These holders’ existing warrants were repriced from $ 270.48 to $ 169.20 per share, and holders agreed to exercise those repriced warrants in exchange for 9,856 new unregistered warrants with an exercise price of $ 169.26 per share. The transaction closed on August 25, 2025, generating gross proceeds of $ 1,668,219 with the issuance cost of $ 156,775 . Transactions during the year ended December 31, 2024 On September 24, 2024, with each of the 243 shares of common stock or pre-funded warrants issued on the same date, he Company also issued one Series A Warrant (the “Series A Warrants”) and one Series B Warrant (the “Series B Warrants”). The Series A Warrants will be exercisable beginning on the date of completion of the requisite waiting period following the filing of the Information Statement related to the approval by the stockholders of the Company (the “Initial Exercise Date” or “Shareholder Approval Date”) of the issuance of shares upon exercise of the Warrants, among other things (the “Shareholder Approval”). The Initial Exercise Date was October 30, 2024. The Series B Warrants will be exercisable beginning on the Shareholder Approval Date. The Series A Warrants will expire on the five-year anniversary of the Initial Exercise Date and the Series B Warrants will expire on the two and one-half-year anniversary of the Initial Exercise Date. The exercise price of the Series A and Series B Warrants shall be $ 44,688 , subject to adjustments. On September 24, 2024, the Company issued 12 placement agent warrants to the placement agent in connection with the financing that closed on the same date (the “Placement Agent Warrants”). These Placement Agent Warrants have an exercise price of $ 39,504 and shall expire three and a half years from issuance. As these warrants are accounted for as equity warrants, they have no net impact on the consolidated statement of changes in stockholders’ equity. F- 39 PMGC Holdings Inc. (formerly Elevai Labs Inc.) Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 (Expressed in United States dollars) As of December 31, 2025, the following equity warrants were outstanding: Outstanding Expiry date Weighted average exercise price ($) 2 August 28, 2026 352,800 1 March 12, 2027 352,800 12 March 24, 2028 39,504 9,855 August 25, 2030 158.88 9,870 300.96 As of December 31, 2025 and 2024, the weighted average life of equity warrants outstanding was 4.65 and 4.90 years, respectively. Stock Options The Company has a stock option plan included in the Company’s 2025 Equity Incentive Plan (the “Plan”) where the Board of Directors or any of its committees can grant Incentive Stock Options, Nonstatutory Stock Options, and Restricted Stock to employees, advisors and directors of the Company. As of December 31, 2025 and 2024, the aggregate number of shares allocated and made available for issuance pursuant to stock options granted under the Plan shall not exceed 7,752 shares. The Plan shall remain in effect until it is terminated by the Board of Directors. Transactions during the year ended December 31, 2025 There was no stock option activity during the year ended December 31, 2025. Transactions during the year ended December 31, 2024 In January 2024, the Company granted 1 stock option with a contractual life of ten years and an exercise price of $ 588,000 per common stock. The stock option was valued at $ 16,178 using the Black-Scholes Option Pricing Model. The options vest 25 % on the first anniversary of the grant date and the remaining 75 % vest evenly over 36 months thereafter. On March 6, 2024, the Company granted 1 stock option with a contractual life of ten years and an exercise price of $ 117,600 per common stock. These stock options were valued at $ 52,845 using the Black-Scholes Option Pricing Model. The options vest 25 % on the first anniversary of the grant date and the remaining 75 % vest evenly over 36 months thereafter. The continuity of stock options for the years ended December 31, 2025 and 2024 is summarized below: Number of stock options Weighted average exercise price Outstanding, December 31, 2023 13 200,698.80 Granted 1 181,167.84 Forfeited ( 4 ) 204,005.04 Outstanding, December 31, 2024 10 197,168.40 Granted - - Forfeited/Cancelled ( 3 ) ( 243,040.00 ) Expired ( 1 ) ( 70,560.00 ) Outstanding, December 31, 2025 6 265,384.00 F- 40 PMGC Holdings Inc. (formerly Elevai Labs Inc.) Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 (Expressed in United States dollars) As of December 31, 2025, the following options were outstanding, entitling the holders thereof the right to purchase one common stock for each option held as follows: Outstanding Vested Expiry date Weighted average exercise price ($) 2 2 08-Feb-31 70,560 1 1 30-Sep-32 157,584 1 1 30-Sep-32 588,000 1 1 1-May-33 588,000 1 1 5-Mar-34 117,600 6 6 265,384 As of December 31, 2025, and December 31, 2024, the weighted average life of stock options outstanding was 5.98 years and 6.88 years, respectively. With the sale of the Company’s skincare business on January 16, 2025, 2 vested stock options with a weighted average exercise price of $ 70,560 have been cancelled on April 16, 2025, after the 90 -day exercise window following termination of employment with the Company. 17. Related Party Transactions Related parties consist of the following individuals and corporations: ● Braeden Lichti, Non-executive Chairman ● Jordan Plews, Former Director (resigned December 23, 2024) and CEO of Skincare and BioSciences (resigned January 16, 2025) ● Graydon Bensler, non-employee CFO, CEO and Director ● Tim Sayed, Former Chief Medical Officer and Former Director (resigned August 1, 2024) ● Brenda Buechler, Former Chief Marketing Officer (termination effective June 20, 2024) ● Christoph Kraneiss, Former Chief Commercial Officer (termination effective June 20, 2024) ● Jeffrey Parry, Director (appointed June 1, 2023) ● Julie Daley, Director (appointed June 1, 2023) ● Crystal Muilenburg, Former Director (appointed June 1, 2023, resigned February 29, 2024) ● George Kovalyov, Director (appointed March 1, 2024) ● GB Capital Ltd., controlled by Graydon Bensler ● JP Bio Consulting LLC, controlled by Jordan Plews ● BWL Investments Ltd., controlled by Braeden Lichti ● Northstrive Companies Inc., controlled by Braeden Lichti ● Mystic Marine Advisors, controlled by Jeffrey Parry Key management personnel include those persons having authority and responsibility for planning, directing, and controlling the activities of the Company as a whole. The Company has determined that key management personnel consist of members of the Company’s Board of Directors, corporate officers, and individuals with more than 10 % control. F- 41 PMGC Holdings Inc. (formerly Elevai Labs Inc.) Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 (Expressed in United States dollars) Remuneration attributed to key management personnel are summarized as follows: December 31, 2025 December 31, 2024 Consulting fees $ 1,462,400 $ 757,233 Management fees 155,918 - Salaries 26,228 539,174 Director fees 166,570 165,000 Share-based compensation 60,453 23,861 $ 1,871,568 $ 1,485,268 During the year ended December 31, 2025: The Company incurred consulting fees and contracted performance bonuses of $ 697,800 (December 31, 2024 - $ 391,333 ) to GB Capital Ltd., a company controlled by Graydon Bensler, CEO, CFO and Director. The Company incurred consulting fees and contracted performance bonuses of $ $ 764,600 (December 31, 2024 - $ 365,900 ) to Northstrive Companies Inc., a company controlled by the Company’s Chairman and former President. The Company incurred director’s fees of $ 55,500 (December 31, 2024 – $ 55,000 ) to George Kovalyov, a director of the Company. The Company incurred director’s fees of $ 55,570 (December 31, 2024 – $ 55,000 ) to Julie Daley, a director of the Company. The Company incurred director’s fees of $ 55,500 (December 31, 2024 – $ 55,000 ) to Mystic Marine Advisors, LLC, a company owned and controlled by Jeffrey Parry, a director of the Company. The Company incurred management fees of $ 31,755 (December 31, 2024 - $ nil ) to GB Capital Ltd., a company controlled by Graydon Bensler, CEO, CFO and Director, under a Secondment Agreement for management services. The Company incurred management fees of $ 124,163 (December 31, 2024 - $ nil ) to Northstrive Companies Inc., a company controlled by the Company’s Chairman and former President, under a Secondment Agreement for management services. Jordan Plews, Former Director and former CEO of Skincare and BioSciences, earned a Salary of $ 26,228 and $ 283,549 respectively during the year ended December 31, 2025 and 2024. Brenda Buechler, Former Chief Marketing Officer, earned a Salary of $ nil and $ 132,807 , respectively during the year ended December 31, 2025 and 2024. Christoph Kraneiss, Former Chief Commercial Officer, earned a Salary of $ nil and $ 122,818 , respectively during the year ended December, 2025 and 2024. During the year ended December 31, 2025, and 2024, the Company issued the following stock options to related parties: On March 1, 2024, the Company granted 4 stock options to directors of the company with a contractual life of 10 years and exercise price of $ 19,600 per share of common stock. These stock options were valued at $ 45,986 using the Black-Scholes Option Pricing Model. The options vest 25 % on the first anniversary of the grant date and the remaining 75 % vest evenly over 36 months thereafter. F- 42 PMGC Holdings Inc. (formerly Elevai Labs Inc.) Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 (Expressed in United States dollars) Details of the fair value of the options granted to each individual and the related expense recorded for the years ended December 31, 2025 and 2024 are as follows: December 31, 2025 December 31, 2024 Grant date fair value Braeden Lichti, Non-executive Chairman $ 11 $ 2,069 $ 50,995 Graydon Bensler, CEO, CFO and Director 11 2,069 50,995 Jordan Plews, Former Director and former CEO of Skincare and BioSciences 2 11 2,069 50,995 Tim Sayed, Former Chief Medical Officer and Former Director 1 - ( 4,291 ) 50,995 Jeffrey Parry, Director 10,485 22,923 107,669 Julie Daley, Director 33,098 82,070 210,245 Crystal Muilenburg, Former Director 1 - ( 41,668 ) 210,245 George Kovalyov, Director 16,837 25,987 52,845 Brenda Buechler, Former Chief Marketing Officer 1 - ( 36,918 ) 143,671 Christoph Kraneiss, Former Chief Commercial Officer 1 - ( 30,449 ) 121,243 $ 60,453 $ 23,861 $ 1,049,898 1 5 options of related parties were forfeited or cancelled during the year ended December 31, 2024 2 1 option of Jordan Plews were cancelled during the year ended December 31, 2025 As of December 31, 2025 and 2024, the Company had $ 642,925 and $ 227,749 , respectively due to companies controlled by Braeden Lichti, of which $ 642,925 and $ 227,749 respectively is unsecured, non-interest bearing and are due on demand. As of December 31, 2025, the Company had $ 342,077 (December 31, 2024 - $ 179,655 ) due to GB Capital Ltd. controlled by Graydon Bensler, CEO, CFO and Director, and $ Nil and $ 15,127 (December 31, 2024 - $ 11,813 and $ Nil ) due to Jordan Plews, Former Director and Former CEO of Skincare and BioSciences, and Jeffrey Parry, Director, respectively, for expenses incurred on behalf of the Company. As of December 31, 2025, the Company recorded accrued director fees payable to related parties of $ 32,765 , including $ 13,890 payable to Julie Daley (December 31, 2024- $ Nil ) and $ 18,875 (December 31, 2024- $ Nil ) payable to George Kovalyov. These balances are unsecured, non-interest bearing, and due on demand. These amounts are unsecured, non-interest bearing and are due on demand. 18. Income Tax During the years ended December 31, 2025 and 2024, there is $ Nil and $ 30,972 current and deferred income tax expense, respectively, reflected in the Statement of Operations and Comprehensive Loss. The components of loss from continuing operations before provision for income taxes for the years ended December 31, 2025 and 2024 consist of the following: Year Ended December 31, 2025 2024 Domestic ( 8,353,923 ) ( 6,051,077 ) Foreign 597,827 ( 194,660 ) ( 7,756,096 ) ( 6,245,737 ) F- 43 PMGC Holdings Inc. (formerly Elevai Labs Inc.) Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 (Expressed in United States dollars) There were no cash income taxes paid (refunded) during the years ended December 31, 2025 or 2024. The components of income tax expense from continuing operations for the years ended December 31, 2025 and 2024 are as follows: Year Ended December 31, 2025 2024 Current Taxes Federal - - State - - Foreign - - Total Current Taxes - - Deferred Taxes Federal 9,359 - State 21,613 - Foreign - - Total Deferred Taxes 30,972 - Total Tax Expense / (Benefit) 30,972 - A reconciliation of the U.S. federal statutory income tax rate to the Company’s effective continuing operations income tax rate is as follows: Rate Reconciliation As at December 31, 2025 Income Taxes at Statutory Rates ( 1,628,780 ) 21.00 % State Income Tax, Net of Federal Effect * 16,053 - 0.22 % Foreign Tax Effects - 0.00 % Canada Foreign Rate Differential ( 12,210 ) 0.17 % Permanent Items ( 139,091 ) 1.89 % Write off deferrals due to dissolution 178,743 - 2.43 % Change in Valuation Allowance ( 152,986 ) 2.08 % Effects of Changes in Tax Laws or Rates - 0.00 % Effects of Cross-Border Tax Laws - 0.00 % Tax Credits - 0.00 % Changes in Valuation Allowance 1,844,709 - 23.98 % Non-taxable or Non-deductible Items - 0.00 % Permanent Items 5,520 - 0.08 % Changes in Unrecognized Tax Benefits - 0.00 % Other - 0.00 % Other ( 80,986 ) 1.05 % Provision for income taxes 30,972 - 0.4 % * The state that contributed to the majority (greater than 50%) of the tax effect in this category for the year ended December 31, 2025 was California. F- 44 PMGC Holdings Inc. (formerly Elevai Labs Inc.) Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 (Expressed in United States dollars) As previously disclosed prior to the adoption of ASU 2023-09, the difference between the provision (benefit) for income taxes and the amount computed by applying the U.S. federal income tax rate for the year ended December 31, 2024 is as follows: December 31, 2024 Net loss before income tax ( 6,245,737 ) Effective tax rate 27.87 % U.S. income tax at federal statutory rate ( 1,740,687 ) State Income Tax, Net of Federal Benefits Share-based compensation 27,083 Other non-deductible items 88,406 Foreign exchange 10,750 Tax rate differences 1,513 Change in Valuation Allowance 1,612,935 Tax expense (recovery) - The components of the Company’s deferred tax assets and liabilities related to continuing operations at December 31, 2025 and 2024, consisted of: December 31, 2025 December 31, 2024 Deferred tax assets: Net operating loss carry forward 4,896,406 3,322,654 Lease Liability 341,533 - Accruals and reserves 489,163 - Other 322,394 - 6,049,496 3,322,654 ( 5,542,874 ) ( 3,322,654 ) Valuation allowance 506,622 - Total deferred tax assets Deferred tax liabilities: Right of Use asset ( 347,426 ) - Other ( 190,168 ) - ( 537,594 ) - Total deferred tax liabilities ( 30,972 ) - Net deferred tax assets - - The Company has evaluated the positive and negative evidence bearing upon its ability to realize its deferred tax assets, which are composed principally of net operating loss carry forwards. Management has considered the Company’s history of cumulative net losses incurred since inception and has concluded that it is more likely than not that the Company will not realize the benefits of its federal and state net deferred tax assets. Accordingly, a full valuation allowance has been established against the net deferred tax assets as of December 31, 2025 and 2024. The Company reevaluates the positive and negative evidence at each reporting period. During the year ended December 31, 2025, the valuation allowance increased by approximately 2.1 million. At December 31, 2025, the Company had U.S. federal and state net operating loss carryforwards of $ 17.7 million and $ 16.9 million, respectively. The federal net operating loss carryforwards were generated post January 1, 2018 and will carryforward indefinitely but are subject to an 80 % taxable income limitation when utilized. The state net operating loss carryforwards will begin to expire in 2040. The utilization of net operating losses and tax credit carryforwards may be subject to an annual limitation as a result of ownership changes that have occurred previously or may occur in the future. Under Sections 382 and 383 of the Internal Revenue Code (the Code), a corporation that undergoes and ownership change may be subject to limitations on its ability to utilize its pre-change net operating losses and other tax attributes otherwise available to offset future taxable income or tax liability. An ownership change is defined as a cumulative change of 50% or more in the ownership positions of certain stockholders during a rolling 3-year period. The Company has not completed a formal study to determine if any ownership changes within the meaning of Code Section 382 and 383 have occurred. If such ownership change has occurred, the Company’s ability to use its net operating losses or tax credit carryforwards may be restricted, which could require the Company to pay federal or state income taxes earlier than would be required if such limitations were not in effect. F- 45 PMGC Holdings Inc. (formerly Elevai Labs Inc.) Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 (Expressed in United States dollars) The Company recognizes the financial statement benefit of a tax position only when it determines that the position is more likely than not to be sustained upon examination by the relevant taxing authority. For tax positions that meet the more-likely-than-not threshold, the amount recognized in the financial statements is measured as the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the taxing authority. The Company records interest related to uncertain tax positions as interest expense and penalties within general and administrative expenses. As of December 31, 2025 and 2024, the Company had no unrecognized tax benefits. The Company is subject to taxation in the United States and various state jurisdictions. The Company is no longer subject to taxation in Canada following the dissolution of its Canadian subsidiary. There are currently no ongoing examinations by taxing authorities. The Company’s U.S. federal and state tax years 2021 through 2024 remain open for examination, generally for three and four years, respectively, from the date of utilization of any net operating loss carryforwards. The Company’s Canadian tax years remain open for examination by the Canadian tax authority for four years from the filing deadline. On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted, introducing several changes to U.S. tax laws affecting corporations. Key provisions include the expensing of domestic research expenditures, an increase in the limitation on the deduction of interest expense to 30 % of EBITDA, and 100 % bonus depreciation for eligible property acquired after January 19, 2025. These provisions became effective for the Company during the three months ended September 30, 2025. The Company evaluated the impact of the new legislation and determined that it did not have a material effect on the Company’s current or future effective income tax rate or cash taxes paid. 19. Commitments and Contingencies There were no commitments as of December 31, 2025, and December 31, 2024, or during the periods then ended. As of December 31, 2024, the Company had an ongoing dispute that arose in the normal course of business. In February 2025, solely to avoid the cost and burdens associated with litigation, the Company and the other parties to this dispute entered into a settlement agreement to fully and finally resolve any and all claims between them, without the Company or any party admitting any liability or fault. Due to the confidential nature of the settlement agreement, the Company is not in a position to disclose the terms of the settlement; however, the amounts payable by the Company to the parties and their legal counsel is included in accounts payable and accrued liabilities as of December 31, 2024. The amounts were paid in full by December 31, 2025. As of December 31, 2025, the Company had an ongoing dispute that arose in the normal course of business and mediation discussions are ongoing. It is not yet possible to predict the likelihood of an unfavorable outcome, or the amount or range of potential loss. F- 46 PMGC Holdings Inc. (formerly Elevai Labs Inc.) Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 (Expressed in United States dollars) 20. Concentrations Customers For the year ended December 31, 2025, the Company had 4 key customers that represented approximately 45 % of the Company’s revenue. The Company recorded 12 % of its revenue from its largest customer. The Company’s largest customer, representing $ 69,028 of revenue, relates to machining casting work performed for a customer during the period. The year Ended December 31, 2025 Customer 1 12 % Customer 2 11 % Customer 3 11 % Customer 1 11 % 45 % Suppliers During the year ended December 31, 2025, the Company had 2 key suppliers that represented approximately 35% of the cost incurred in the purchase of inventory. The table below represents a breakdown of each supplier as a percentage of the cost incurred. (Suppliers are shown from largest to smallest): The year Ended December 31, 2025 Supplier 1 19 % Supplier 2 16 % 35 % The Company continually evaluates the performance of its suppliers and the availability of alternatives to substitute or supplement its inventory production supply chain. The Company believes that a breakdown in supply from one of its key suppliers would be overcome in a short amount of time given the availability of alternatives. 21. Reportable Segments and Geographic Areas The Company’s continuing operations consist of three reportable segments: (i) corporate, treasury and biosciences (ii) IT packaging solutions (iii) precision engineering and machining. The Chief Executive Officer has been identified as the Chief Operating Decision Maker (CODM). F- 47 PMGC Holdings Inc. (formerly Elevai Labs Inc.) Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 (Expressed in United States dollars) The following is a summary of the Company’s operations for the year ended December 31, 2025, and assets and liabilities as of December 31, 2025, split between reportable segments: Corporate, Treasury and Biosciences IT Packaging Solutions Precision Engineering and Machining Total Revenue $ - $ 374,874 $ 215,210 $ 590,084 Cost of sales $ - $ 265,714 $ 139,056 $ 404,770 Gross profit $ - $ 109,160 $ 76,154 $ 185,314 Expenses $ 5,519,383 $ 203,616 $ 1,344,263 $ 7,067,262 Other income (expense) $ ( 391,340 ) $ - $ ( 476,480 ) $ ( 867,820 ) Net loss from continuing operations $ ( 5,910,723 ) $ ( 94,456 ) $ ( 1,744,589 ) $ ( 7,749,768 ) Current Assets $ 6,213,831 $ 395,526 $ 261,898 $ 6,871,255 Non-current assets $ 2,091,621 $ 1,522,468 $ 2,383,129 $ 5,997,218 Total Assets $ 8,305,452 $ 1,917,994 $ 2,645,027 $ 12,868,473 Current liabilities $ 3,413,529 $ 83,057 $ 445,710 $ 3,942,296 Non-current liabilities $ 30,972 $ 326,263 $ 731,580 $ 1,088,815 Total Liabilities $ 3,444,501 $ 409,320 $ 1,177,290 $ 5,031,111 Total Equity $ 4,860,951 $ 1,508,674 $ 1,467,737 $ 7,837,362 All of the Company’s revenue is generated with customers located in the United States. The majority of the Company’s continuing operations are conducted from and its assets are located in the United States. PMGC Research, the Company’s Canadian subsidiary, was located in Canada and provided limited operational support and research. 22. Subsequent Events Management has evaluated events subsequent to the year ended December 31, 2025 up to March 27, 2026, for transactions and other events that may require adjustment of and/or disclosure in the consolidated financial statements. On January 6, 2026 and March 10, 2026, the Company completed reverse stock splits of its common shares on a ratio of 4:1 and 6:1, respectively (Note 1 ). On January 7, 2026, the Company consummated Secured Pre-Paid Purchase #2 under its previously disclosed equity purchase facility. The Second Pre-Paid Purchase had an original principal amount of $ 3,278,700 , included an original issue discount of $ 278,700 , and provided for an initial purchase price of $ 3,000,000 . The Company received net proceeds of approximately $ 2,732,704 after placement agent fees and legal fees. The instrument matures on January 7, 2029 . F- 48 PMGC Holdings Inc. (formerly Elevai Labs Inc.) Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 (Expressed in United States dollars) On January 7, the Company settled the remaining outstanding principal under its ELOC arrangement of $ 2,078,294 through the issuance of 67,735 shares of common stock. In connection with this settlement, the Company derecognized the remaining convertible debt host liability of $ 1,254,479 and the related derivative liability of $ 418,412 associated with the conversion feature. The aggregate carrying amount of these liabilities was recorded to common stock and additional paid-in capital (Note 14). On January 13, 2026, the Company consummated Secured Pre-Paid Purchase #3 under the same equity purchase facility. The Third Pre-Paid Purchase had an original principal amount of $ 5,464,500 , included an original issue discount of $ 464,500 , and provided for an initial purchase price of $ 5,000,000 . The Company received net proceeds of approximately $ 4,562,840 after placement agent fees. The instrument matures three years after the effective date. On February 2, 2026, the Company completed the acquisition of 100 % of the issued and outstanding shares of SVM Machining, Inc. pursuant to a Stock Purchase Agreement. The aggregate purchase price was approximately $ 2,449,148 , consisting of $ 2,250,000 in cash, $ 130,000 for cash acquired, and $ 69,148 related to estimated closing net working capital in excess of target, subject to post-closing true-up. In addition, the agreement provides for contingent earnout consideration of up to $ 750,000 based on 2026 revenue and up to $ 500,000 based on 2027 revenue. The Company is accounting for this transaction as a business combination. Because the acquisition occurred subsequent to year-end, the initial accounting for the transaction was incomplete as of the date these consolidated financial statements were issued. On February 6, 2026, the Company consummated Secured Pre-Paid Purchase #4 under the same equity purchase facility. The Fourth Pre-Paid Purchase had an original principal amount of $ 8,147,570 , included an original issue discount of $ 692,570 , and provided for a purchase price of $ 7,455,000 . The purchase price was distributed in accordance with the transaction documents, including amounts deposited into a controlled account, placement agent fees, legal fees, and cash payable to the Company. On March 4, 2026, the Company filed a Certificate of Amendment to effect a 1-for-6 reverse stock split of its common stock, which became effective on March 10, 2026. Each six issued and outstanding shares of common stock were automatically combined into one share, with no change to the $ 0.0001 par value per share, and no fractional shares issued. Following the split, the Company’s authorized capital stock consists of 583,333,334 shares, including 83,333,334 shares of common stock and 500,000,000 shares of preferred stock. The Company’s common stock began trading on a split-adjusted basis on the Nasdaq Capital Market on March 10, 2026 under the ticker symbol “ELAB.” The Company also proportionally adjusted outstanding equity awards, warrants, and related exercise prices to reflect the reverse stock split. F- 49