PMGC Holdings Inc. 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended March 31, 2026 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-41875 PMGC HOLDINGS INC. (Exact name of registrant as specified in its charter) Nevada 33-2382547 (State of incorporation) (I.R.S. Employer Identification No.) Graydon Bensler 120 Newport Center Drive Newport Beach , CA 92660 (Address of principal executive office) (Zip code) (888) 445-4886 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.0001 per share ELAB The Nasdaq Stock Market LLC Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, during the preceding 12 months (or for such shorter period than the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ As of May 14, 2026, there were 4,543,751 shares of our common stock, par value $0.0001 per share, issued and outstanding. PMGC Holdings Inc. Quarterly Report on Form 10-Q TABLE OF CONTENTS PART I – FINANCIAL INFORMATION 1 Item 1. Financial Statements 1 Notes to Unaudited Condensed Consolidated Financial Statements 7 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 28 Item 3. Quantitative and Qualitative Disclosure About Market Risk 35 Item 4. Controls and Procedures 35 PART II – OTHER INFORMATION 36 Item 1. Legal Proceedings 36 Item 1A. Risk Factors 36 Item 2. Recent Sales of Unregistered Securities; Use of Proceeds and Issuer Purchases of Equity Securities 36 Item 3. Defaults Upon Senior Securities 36 Item 4. Mine Safety Disclosures 36 Item 5. Other Information 36 Item 6. Exhibits 37 SIGNATURES 38 i Forward-Looking Statements This Quarterly Report on Form 10-Q (this “Quarterly Report”) of PMGC Holdings Inc. (“we,” “us,” “our,” “PMGC” and the “Company”) contains statements that constitute “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Any statements that are not statements of historical facts may be deemed to be forward-looking statements. These statements appear in several different places in this Quarterly Report and, in some cases, can be identified by words such as “anticipates,” “estimates,” “projects,” “expects,” “contemplates,” “intends,” “believes,” “plans,” “may,” “will” or their negatives or other comparable words, although not all forward-looking statements contain these identifying words. Forward-looking statements in this Quarterly Report may include, but are not limited to, statements and/or information related to: our financial performance and projections; our business prospects and opportunities; our business strategy and future operations; the projection of timing and delivery of products in the future; projected costs; expected production capacity; expectations regarding demand and acceptance of our products; estimated costs of research and development to develop new pipeline products; trends in the market in which we operate; the plans and objectives of management; our liquidity and capital requirements, including cash flows and uses of cash; trends relating to our industry; and plans relating to our current products. We have based these forward-looking statements on our current expectations about future events on information that is available as of the date of this Quarterly Report, and any forward-looking statements made by us speak only as of the date on which they are made. While we believe these expectations are reasonable, such forward-looking statements are inherently subject to risks and uncertainties, many of which are beyond our control. Our actual future results may differ materially from those discussed or implied in our forward-looking statements for various reasons, including, our ability to change the direction of the Company; our ability to keep pace with new technology and changing market needs; our capital needs, and the competitive environment of our business. Additional Factors that could contribute to such differences include, but are not limited to: ● general economic and business conditions, including changes in interest rates; ● prices of other competitive products, costs associated with research and development of our products and other economic conditions; ● the effect of an outbreak of disease or similar public health threat, such as any future outbreak of COVID-19 on our business (natural phenomena, including the lingering effects of the COVID-19 pandemic); ● the impact of political unrest, natural disasters or other crises, terrorist acts, acts of war and/or military operations, and our ability to maintain or broaden our business relationships and develop new relationships with strategic alliances, suppliers, customers, distributors or otherwise; ● breaches in data security, failure of information security systems, cyber-attacks or other security or privacy-related incidents affecting us or our suppliers; ● the ability of our information technology systems or information security systems to operate effectively; ● actions by government authorities, including changes in government regulation; ● uncertainties associated with legal proceedings; ● changes in the size of the medical aesthetics, cosmetics and biotechnology market; ● future decisions by management in response to changing conditions; ii ● our ability to execute prospective business plans; ● misjudgments in the course of preparing forward-looking statements; ● our ability to raise sufficient funds to carry out our proposed business plan; ● inability to keep up with advances in medical aesthetics and biotechnology; ● inability to design, develop, market and sell new medical aesthetics and biotech products that address additional market opportunities to generate revenue and positive cash flows; ● dependency on certain key personnel and any inability to retain and attract qualified personnel; ● our expectations regarding our ability to obtain, maintain, protect, defend and enforce our intellectual property rights and operate without infringing, misappropriating, or otherwise violating the intellectual property rights of others; ● disruption of supply or shortage of raw materials; ● the unavailability, reduction or elimination of government and economic incentives; ● failure to manage future growth effectively; and ● the other risks and uncertainties detailed from time to time in our filings with the U.S. Securities and Exchange Commission (“SEC”), including, but not limited to, those described under “Risk Factors” in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 28, 2025 (the “Form 10-K”). Although management has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There is no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such forward-looking statements. Accordingly, readers should not place undue reliance on forward-looking statements. These cautionary remarks expressly qualify, in their entirety, all forward-looking statements attributable to us or persons acting on our behalf. We do not undertake to update any forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting such statements, except as, and to the extent required by, applicable securities laws. iii PART I - FINANCIAL INFORMATION Item 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Condensed Consolidated Financial Statements of PMGC Holdings Inc. (formerly Elevai Labs Inc.) For the three months ended March 31, 2026, and 2025 (Unaudited - Expressed in United States Dollars) 1 PMGC Holdings Inc. (formerly Elevai Labs Inc.) Condensed Consolidated Balance Sheets (Unaudited - Expressed in United States dollars) As of: March 31, 2026 December 31, 2025 ASSETS Current Assets Cash $ 14,354,374 $ 5,402,333 Receivables, net 428,106 245,423 Other receivables 114,609 95,108 Prepaids and deposits 502,535 461,239 Inventory 253,558 95,098 Investment in securities- current 733,405 572,054 Total Current Assets 16,386,587 6,871,255 Operating lease right-of-use-assets 2,237,136 1,241,527 Property and equipment, net 1,751,234 885,520 Intangibles, net 3,800,621 2,892,397 Goodwill 1,857,740 977,774 TOTAL ASSETS $ 26,033,318 $ 12,868,473 LIABILITIES Current Liabilities Accounts payable and accrued liabilities $ 657,006 $ 697,633 Due to related parties 1,258,829 1,032,895 Current portion of consideration payable 1,016,625 206,250 Current portion of operating lease liability 493,426 247,627 Current portion of equipment financing payable 66,171 - Derivative liabilities 2,506,327 418,412 Current portion of promissory notes payable 63,750 85,000 Convertible debt 5,235,600 1,254,479 Total Current Liabilities 11,297,734 3,942,296 Promissory notes payable 85,000 85,000 Operating lease liability 1,738,911 972,843 Equipment financing payable 274,248 - Deferred tax liabilities 30,972 30,972 TOTAL LIABILIITES $ 13,426,865 $ 5,031,111 Commitments and Contingencies EQUITY Preferred stock $ 0.0001 par value; 500,000,000 stock authorized: Series B preferred stock, 6,372,874 and 6,372,874 shares issued and outstanding as of March 31, 2026, and December 31, 2025, respectively 637 637 Common stock, $ 0.0001 par value, 83,333,334 shares authorized; 1,936,771 and 80,699 shares issued and outstanding as of March 31, 2026, and December 31, 2025, respectively (1) 194 8 Additional paid-in capital 38,590,321 28,856,496 Accumulated other comprehensive income - ( 2,339 ) Accumulated deficit ( 25,984,699 ) ( 21,017,440 ) TOTAL EQUITY 12,606,453 7,837,362 TOTAL LIABILITIES AND EQUITY $ 26,033,318 $ 12,868,473 (1) Reflects 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-84. The accompanying notes are an integral part of these unaudited condensed consolidated financial statements 2 PMGC Holdings Inc. (formerly Elevai Labs Inc.) Condensed Consolidated Statements of Operations and Comprehensive Loss For the three months ended March 31, 2026, and 2025 (Unaudited - Expressed in United States dollars) Three months ended March 31, 2026 Three months ended March 31, 2025 Revenue $ 681,994 - Total revenue 681,994 - Cost of Goods Sold 451,520 - Gross margin $ 230,474 - Operating expenses Bad debt expense 1,567 - Depreciation and amortization 159,444 1,085 Marketing and promotion 34,364 35,594 Consulting fees 1,210,015 547,557 Office and administrative 1,381,736 209,031 Professional fees 592,023 266,468 Investor relations 16,133 69,950 Research and development 47,061 32,433 Repairs and maintenance 1,414 - Foreign exchange (gain) loss 11,550 386 Travel and entertainment 108,341 39,220 Total operating expenses $ 3,563,648 1,201,724 Other income (expense) Finance cost ( 561,922 ) - Change in fair value of derivative liabilities ( 681,126 ) - Dividend income 2,489 - Gain on the termination of the intangible asset - 129,613 Interest income 62,921 28,856 Interest expense ( 474,170 ) ( 10,474 ) Realized gain (loss) on investments 23,151 ( 466,678 ) Unrealized gain (loss) on investments 37,587 ( 60,404 ) Loss on disposal of PP&E ( 64,245 ) - Other income 1,729 - Net loss from continuing operations $ ( 4,986,760 ) ( 1,580,811 ) Net income(loss) from discontinued operations (Note 4) 19,501 ( 27,644 ) Total net loss ( 4,967,259 ) ( 1,608,455 ) Other comprehensive income (loss) Currency translation adjustment 2,339 ( 479 ) Total comprehensive loss $ ( 4,964,920 ) ( 1,608,934 ) Basic and diluted loss per share Continuing operations $ ( 11.219 ) ( 243.764 ) Discontinued operations $ 0.044 ( 4.263 ) Weighted average shares outstanding (1) 444,506 6,485 (1) Reflects 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-84. The accompanying notes are an integral part of these unaudited condensed consolidated financial statements 3 PMGC Holdings Inc. (formerly Elevai Labs Inc.) Condensed Consolidated Statements of Changes in Stockholders’ Equity For the three months ended March 31, 2026, and 2025 (Unaudited - Expressed in United States dollars) Common Stock Series B Preferred Stock Additional Accumulated other Number of shares Amount Number of shares Amount paid-in capital Accumulated deficit comprehensive income Total # $ # $ $ $ $ $ Balance, December 31, 2025 80,699 8 6,372,874 637 28,856,496 ( 21,017,440 ) ( 2,339 ) 7,837,362 Reverse stock split effect ( 4 ) - - - - - - - Issuance of common shares in the partial settlement of Pre-Paid Purchases 1,856,076 186 9,725,609 9,725,795 Share-based compensation - - - - 8,216 - - 8,216 Net loss for the period - - - - - ( 4,967,259 ) - ( 4,967,259 ) Currency translation adjustment - - - - - - 2,339 2,339 Balance, March 31, 2026 1,936,771 194 6,372,874 637 38,590,321 ( 25,984,699 ) - 12,606,453 Balance, December 31, 2024 5,227 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 6 - - - 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 ( 1 ) - - - ( 179 ) - - ( 179 ) Round up shares due to reverse stock splits 1 - - - - - - - Share-based compensation - - - - ( 58,838 ) - - ( 58,838 ) Net loss for the period - - - - - ( 1,608,455 ) - ( 1,608,455 ) Currency translation adjustment - - - - - - ( 479 ) ( 479 ) Balance, March 31, 2025 8,420 1 6,372,874 637 23,006,772 ( 14,878,082 ) ( 816 ) 8,128,512 (1) Reflects 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-84. 4 PMGC Holdings Inc. (formerly Elevai Labs Inc.) Condensed Consolidated Statements of Cash Flows For the three months ended March 31, 2026, and 2025 (Unaudited - Expressed in United States dollars) March 31, 2026 March 31, 2025 Operating activities Net loss $ ( 4,967,259 ) $ ( 1,608,455 ) Adjustments to reconcile net loss to net cash used in operating activities: Bad debt expense 1,567 - Depreciation and amortization 173,904 1,601 Finance cost 561,922 Share-based compensation 8,216 ( 58,838 ) Straight-line rent expense 16,258 ( 230 ) Change in fair value of derivative liabilities 681,126 - Non-cash interest expense 463,421 9,685 Research and development costs for intangible assets - 14,358 Gain on termination of intangible asset - ( 129,613 ) Loss on the sale of Skincare - 39,676 Loss on disposal of PP&E 64,245 - Realized loss (gain) on sale of investments ( 23,151 ) 466,678 Unrealized loss(gain) on investments ( 37,587 ) 60,404 Changes in operating assets and liabilities: Receivables 120,049 ( 76,660 ) Prepaid expenses and deposits ( 41,296 ) 69,575 Inventory ( 114,570 ) 22,966 Accounts payable and accrued liabilities 116,488 259,661 Customer deposits - ( 20,496 ) Due to related parties ( 2,928 ) ( 397,728 ) Cash flows used in operating activities 1 $ ( 2,979,595 ) $ ( 1,347,416 ) Investing activities Purchase of investments ( 1,435,393 ) ( 430,024 ) Proceeds from sale of investments 1,334,780 214,705 Purchase of equipment ( 363,087 ) - Acquisition of businesses ( 2,019,909 ) - Cash flows used in investing activities 1 $ ( 2,483,609 ) $ ( 215,319 ) Financing activities Exercise of Series A warrants - 1,938,772 Proceeds from the issuance of common stock and warrants - 1,484,028 Share issuance costs - ( 479,436 ) Repurchase of shares and warrants - ( 179 ) Repayment towards promissory note ( 21,250 ) - Equipment financing proceeds 353,468 - Repayment towards equipment financing ( 13,049 ) - Proceeds from the Pre-Paid Purchases of Equity Purchase Facility (“ELOC”), net 14,093,737 - Cash flows provided by financing activities $ 14,412,906 $ 2,943,185 Effect of exchange rate changes on cash 2,339 ( 469 ) Increase in cash 8,952,041 1,379,981 Cash, beginning of period 5,402,333 3,984,453 Cash, ending of period $ 14,354,374 $ 5,364,434 5 PMGC Holdings Inc. (formerly Elevai Labs Inc.) Condensed Consolidated Statements of Cash Flows For the three months ended March 31, 2026, and 2025 (Unaudited - Expressed in United States dollars) Supplemental cash flow information: Cash paid for interest $ 33,037 $ 789 Cash paid for taxes - - Non-cash Investing and Financing transactions: Common stock issued and issuable on acquisition of intangible asset - 43,535 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 Common stock issued to settle a portion of the ELOC 9,725,795 - 1 Refer to Note 4 for disclosure of cash flows used in operating and investing activities of discontinued operations. 6 PMGC Holdings Inc. (formerly Elevai Labs Inc.) Notes to the Condensed Consolidated Financial Statements For the three months ended March 31, 2026 and 2025 (Unaudited - 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), “Northstrive Biosciences”, PMGC Capital LLC (“Pacific Capital”), Pacific Sun Packaging Inc. (“Pacific Sun”), AGA Precision Systems LLC (“AGA”), ELAB Opportunity Holdings LLC (“ELAB Opportunity”) and SVM Machining Inc.(“SVM”), are collectively referred to in these consolidated financial statements as “the Company.” As part of its diversification and growth strategy, the Company completed the following acquisition during the three months ended March 31, 2026: ● On February 2, 2026, the Company completed the acquisition of SVM Machining, Inc., a California-based precision machining and aerospace manufacturing company (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 Capital – 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. ● ELAB Opportunity - a wholly owned Utah subsidiary which was formed to facilitate and hold assets related to the Company’s secured pre-paid purchase and financing collateral arrangements. ELAB Opportunity supports the Company’s strategic financing structure and related treasury activities. ● Pacific Sun. - a California-based custom IT packaging company providing innovative, sustainable, and technology-driven packaging solutions to industrial and consumer markets. ● AGA - 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. ● SVM. - a California-based precision machining and aerospace manufacturing company specializing in high-precision components and complex machining solutions for aerospace, defense, and industrial applications. SVM enhances PMGC’s advanced manufacturing capabilities and expands the Company’s footprint in the aerospace and defense sectors. ● NorthStrive Defense Tech LLC - a wholly owned subsidiary focused on defense technology, including drone technology, autonomous systems, and next-generation unmanned defense solutions. NorthStrive Defense Tech was formed to identify, acquire, license, and commercialize advanced defense technologies (Note 21). 7 2. Going Concern These unaudited condensed consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders and the ability of the Company to obtain necessary equity financing to continue operations, and ultimately the attainment of profitable operations. As of March 31, 2026, and December 31, 2025, the Company had a net working capital of $ 5,088,853 and $ 2,928,959 , respectively, and has an accumulated deficit of $ 25,984,699 and $ 21,017,440 , respectively. Furthermore, for the three months ended March 31, 2026, and 2025, the Company incurred a net loss of $ 4,967,259 and $ 1,608,455 , respectively and used $ 2,979,595 and $ 1,347,416 , respectively of cash flows for operating activities. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These unaudited condensed consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The assessment of whether the going concern assumption is appropriate requires management to take into account all available information about the future, which is at least, but not limited to, 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. Management’s plans that alleviate substantial doubt about the Company’s ability to continue as a going concern include: (a) raising additional debt or equity financing and (b) the acquisition of cash flow generating assets or businesses. Although the Company has been successful in raising funds in the past, and expects to do so in the future, there are no guarantees that it will be able to raise funds as anticipated. 3. Summary of Significant Accounting Policies Basis of Presentation These unaudited condensed consolidated financial statements have been prepared in accordance with rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) and generally accepted accounting principles in the United States (“U.S. GAAP”) for interim financial information and are expressed in United States dollars. Accordingly, the unaudited condensed consolidated financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, we have included all adjustments considered necessary for a fair presentation and such adjustments are of a normal recurring nature. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the years ended December 31, 2025, and 2024. The results of operations for the three ended March 31, 2026 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2026. Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of PMGC and its 100 % owned subsidiaries, PMGC Impasse, Northstrive BioSciences, PMGC Capital, ELAB Opportunity, Pacific Sun, AGA and SVM. All intercompany accounts, transactions and profits were eliminated in the unaudited condensed consolidated financial statements. 8 Use of Estimates The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to revenue recognition, the collectability of receivables, valuation of inventory, fair value of investments in securities, derivative liabilities and stock options, useful lives and recoverability of long-lived assets, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgements about the carrying value of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from those estimates. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the unaudited condensed consolidated financial statements in the period they are determined. Foreign Currency Translation The Company’s functional and reporting currency is the U.S. dollar. The functional currency of PMGC Research is the Canadian dollar. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets, liabilities, and items recorded in income arising from transactions denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. The accounts of PMGC Research are translated to U.S. dollars using the current rate method. Accordingly, assets and liabilities are translated into U.S. dollars at the period-end exchange rate while revenues and expenses are translated at the average exchange rates during the period. Related exchange gains and losses are included in a separate component of stockholders’ equity as accumulated other comprehensive income (loss). There have been no material changes to the Company’s significant accounting policies as disclosed in our Form 10-K for the year ended December 31, 2025, filed with the SEC on March 30, 2026. New Accounting Standards Recently Adopted Accounting Standards 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. 9 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 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. Recently Issued Accounting Standards The Company assesses the adoption impacts of recently issued, but not yet effective, accounting standards by the Financial Accounting Standards Board on the Company's unaudited condensed consolidated financial statements. There are no recently issued accounting standards which may have effect on the Company’s unaudited condensed consolidated financial statements. 4. Assets and liabilities held for sale and Discontinued operations Pursuant to an Asset Purchase Agreement with an unrelated third party, dated December 31, 2024, 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 Closing. Following the closing, which occurred on January 16, 2025 (the “Closing” or “Closing Date”), buyer will pay additional earn-out consideration for the sale, if and when payable: (a) buyer will pay, for each year ending on the anniversary of the Closing Date during the five-year period following the Closing, an amount, if any, equal to 5 % of the sales generated during such year from the existing products as of the Closing; and (b) buyer will pay a one-time payment of $ 500,000 if buyer achieves $ 500,000 in revenue from sales of the existing hair and scalp products as of the Closing on or before the 24-month anniversary of the Closing Date. 10 The following table summarizes the major line items for the skincare business that are included in loss from discontinued operations, net of taxes in the consolidated statements of operations: March 31, 2026 March 31, 2025 Revenue $ - $ 152,381 Cost of goods sold - 30,530 Gross profit $ - $ 121,851 Expenses Depreciation - 517 Marketing and promotion - 6,924 Consulting fees - - Office and administrative - 47,214 Professional fees - 50,460 Investor relations - - Research and development - 16,921 Foreign exchange (gain) loss - 1,875 Travel and entertainment - 10,726 Total expenses $ - $ 134,637 Other income 19,501 24,818 Interest expense - - Loss on the sale of Skincare - ( 39,676 ) Income (loss) from discontinued operations $ 19,501 $ ( 27,644 ) 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 three months ended March 31, 2026 and 2025: March 31, 2026 March 31, 2025 Cashflows used in operating activities $ - $ ( 191,902 ) Cashflows used in investing activities - - 5. Business combinations Pacific Sun Packaging Inc. On July 7, 2025, the Company completed the acquisition of 100 % of the outstanding shares of Pacific Sun Packaging Inc. (“Pacific Sun”). The acquisition was accounted for under ASC 805, Business Combinations. Refer to Note 5 in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 for further details of the acquisition and related purchase price allocation. The acquisition included contingent consideration with a maximum potential payment of $ 250,000 , which was recognized at fair value as of the acquisition date and is classified as a liability. The fair value was initially estimated using a probability-weighted discounted cash flow approach. 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 March 31, 2026, the estimated fair value of the contingent consideration liability was $ 211,626 . 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 three months ended March 31, 2026, the Company recognized accretion expense of $ 5,376 . 11 AGA On July 18, 2025, the Company acquired 100 percent of the membership interests of AGA. The acquisition was accounted for under ASC 805. Refer to Note 5 in the Form 10-K for the year ended December 31, 2025 for further details of the acquisition and related purchase price allocation. Indarg Engineering, Inc. On October 26, 2025, AGA acquired substantially all of the operating assets of Indarg Engineering, Inc. The transaction was accounted for as a business combination under ASC 805. Refer to Note 5 in the Form 10-K for the year ended December 31, 2025 for further details, including the purchase price allocation. As part of the acquisition, the Company issued a promissory note with a principal amount of $ 170,000 , bearing interest at 8 % per annum and payable in equal quarterly installments over a two-year term. As of March 31, 2026, the outstanding principal balance of the promissory note was $ 148,750 (December 31, 2025 - $ 170,000 ). The promissory note is classified as current and non-current liabilities on the consolidated balance sheets based on its contractual maturities. For the three months ended March 31, 2026, the Company recognized interest expense of $ 3,428 related to the promissory note. During the three months ended March 31, 2026, the Company made principal repayments of $ 21,250 under the promissory note. SVM On February 2, 2026, the Company completed the acquisition of 100 % of the outstanding common stock of SVM. As consideration for the acquisition, the Company paid cash of $ 2,000,000 , recognized an indemnification holdback of $ 250,000 , included a cash balance component of $ 130,000 , recorded a net working capital adjustment of $ 69,148 , and recognized contingent consideration with an acquisition-date fair value of $ 555,000 . Total consideration was $ 3,004,148 . The contingent consideration is based on SVM’s 2026 revenue performance and has a maximum payout of $ 1,250,000 . 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 based on projected revenue outcomes and a risk-adjusted discount rate of 14 %. The liability will be remeasured at each reporting date, with changes in fair value recognized in earnings. The following table summarizes the fair value of consideration transferred and the preliminary allocation of the purchase price to the assets acquired and liabilities assumed: Cash $ 2,000,000 Target cash balance delivered with the company 130,000 Working capital adjustment 69,148 Indemnification holdback 250,000 Earnout payable 555,000 Total consideration $ 3,004,148 Net assets (liabilities) acquired of the Company: Cash $ 179,239 Receivables, net 323,800 Inventory 43,890 Property and equipment 637,000 Intangible - customer relationships 252,000 Intangible – brand name 131,000 Intangible- backlog 127,000 Intangible- intellectual properties and certifications 487,000 Accounts payable and accrued liabilities ( 56,747 ) Total net assets (liabilities) $ 2,124,182 Goodwill $ 879,966 Goodwill recognized primarily reflects expected synergies from integrating SVM’s operations and workforce and is not expected to be deductible for tax purposes. The results of SVM’s operations are included in the consolidated financial statements beginning February 2, 2026. 12 6. Receivables As of March 31, 2026, and December 31, 2025, receivables consisted of trade receivables of $428,106 and $ 245,423 , respectively. As of March 31, 2026, and December 31, 2025, the Company wrote off $ 1,567 and $ 55,380 , respectively, of trade receivables deemed uncollectible. The remaining balance is considered collectible and therefore no further allowance for credit loss is deemed necessary. 7. Prepaids and Deposits As of March 31, 2026, and December 31, 2025, prepaid and deposits consisted of the following: March 31, 2026 December 31, 2025 Prepaid expenses $ 379,728 $ 363,314 Deposits 122,807 97,925 $ 502,535 $ 461,239 8. Inventory As of March 31, 2026, and December 31, 2025, inventory consisted of the following: March 31, 2026 December 31, 2025 Finished goods $ 107,562 $ 85,098 Work in progress 83,849 - Raw materials 62,147 10,000 $ 253,558 $ 95,098 Cost of inventory recognized as expense in cost of sales for the three months ended March 31, 2026 and 2025, totaled $ 415,383 and $ nil , respectively. As at March 31, 2026 and December 31, 2025, the Company recorded an allowance for inventory of $ nil . 9. 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 three months ended March 31, 2026: Public Company Investments Private Company Investment Convertible Debenture and Warrants Total Balance, December 31, 2025 $ 398,943 125,000 48,111 572,054 Purchases $ 1,435,393 - - 1,435,393 Proceeds on sale ( 1,334,780 ) - - ( 1,334,780 ) Warrant exercise 48,111 - ( 48,111 ) - Realized gain 23,151 - - 23,151 Unrealized gain 37,587 - - 37,587 Balance, March 31, 2026 $ 608,405 125,000 - 733,405 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. 13 Fair Value Measurement The following table presents the Company’s financial instruments measured at fair value on a recurring basis as of March 31, 2026 and December 31, 2025, in accordance with the fair value hierarchy of ASC 820, Fair Value Measurement (“ASC 820”). which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 establishes a three-level hierarchy for inputs used in measuring fair value: ● Level 1: Quoted prices in active markets for identical assets or liabilities. ● Level 2: Observable inputs other than Level 1, either directly or indirectly. ● Level 3: Unobservable inputs, used when observable inputs are not available. The Company measures certain financial instruments at fair value on a recurring basis. When observable market data is available, such inputs are used to measure fair value. When observable inputs are not available, the Company applies valuation techniques which require management to develop significant estimates and assumptions. Certain non-financial assets, including goodwill, intangible assets and long-lived assets, are measured at fair value on a non-recurring basis when indicators of impairment exist. March 31, 2026 Level 1 Level 2 Level 3 Total Equity securities $ 608,405 – – 608,405 Warrants – – – – Total $ 608,405 – – 608,405 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 10. Property, plant and equipment Computers Machinery & Equipment Furniture and office equipment Leasehold improvement Total Cost Balance, December 31, 2025 $ 43,626 791,828 $ 55,578 48,020 939,052 Business combinations - 637,000 - - 637,000 Additions - 393,114 2,734 - 395,848 Disposal ( 100,000 ) ( 100,000 ) Balance, March 31, 2026 $ 43,626 1,721,942 58,312 48,020 1,871,900 Accumulated depreciation Balance, December 31, 2025 $ 6,534 40,746 2,740 3,512 53,532 Depreciation 3,409 68,246 3,383 3,050 78,088 Disposal - ( 10,954 ) - - ( 10,955 ) Balance, March 31, 2026 $ 9,943 98,038 6,123 6,562 120,666 Net book value December 31, 2025 $ 37,092 751,082 52,838 44,508 885,520 March 31, 2026 $ 33,683 1,623,904 52,189 41,458 1,751,234 14 11. Intangible assets, net License # 2 (IPR&D asset) Customer relationship Brand Backlog Intellectual properties &certifications Total Cost: Balance, December 31, 2025 $ 2,072,632 682,300 150,000 29,000 - 2,933,932 Additions 15,000 - - - - 15,000 Business combinations - 252,000 131,000 127,000 487,000 997,000 Balance, March 31, 2026 $ 2,087,632 934,300 281,000 156,000 487,000 3,945,932 Accumulated amortization: Balance, December 31, 2025 $ - 16,946 14,568 10,021 - 41,535 Amortization - 20,553 9,546 55,124 18,553 103,776 Balance, March 31, 2026 $ - 37,499 24,114 65,145 18,553 145,311 Net book value: December 31,2025 $ 2,072,632 665,354 135,432 18,979 - 2,892,397 March 31, 2026 2,087,632 896,801 256,886 90,855 468,447 3,800,621 License #2: On March 24, 2026, the Company entered into a third amendment to an existing license agreement related to License #2. The third amendment to the license agreement revised certain development milestone timelines and milestone payment provisions associated with the licensed products in the human health field. Key changes included clarification that, with respect to the licensed product BLS-M22, the Company may initiate a Phase 2 clinical trial without first initiating a Phase 1 clinical trial, subject to providing supporting scientific, preclinical, or regulatory documentation reasonably acceptable to the licensor. The third amendment further clarified that, if Phase 1 clinical trials are bypassed for BLS-M22, the milestone payment associated with initiation of a Phase 1 clinical trial would become payable concurrently with the milestone payment due upon initiation of a Phase 2 clinical trial. In connection with the third amendment, the Company agreed to pay a one-time, non-creditable and non-refundable amendment fee of $ 15,000 . 12. Equipment financing In October 2025, the Company’s subsidiary, AGA, entered into an equipment finance agreement with U.S. Bank Equipment Finance to finance the purchase of certain manufacturing equipment and the equipment is pledged as collateral under the financing arrangement. The total cost of the financed equipment was approximately $ 651,754 , including sales tax. In connection with the purchase, the Company traded in existing machinery and financed $ 353,468 of the purchase price. (Note 10). The remaining portion of the equipment cost was paid during the year 2025. Monthly payments for the equipment financing loan are $ 8,502 and the stated effective annual interest rate is approximately 7.23 %. As of March 31, 2026, the outstanding principal balance under the equipment financing loan was $ 340,419 . Interest expense recognized for the three months ended March 31, 2026 was $ 3,955 . 15 13. Operating Leases The Company’s subsidiaries, AGA, Pacific Sun and SVM, 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. 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 SVM lease commenced on February 2, 2026, and the Company committed to monthly base lease payments of $ 25,000 through January 31, 2028. The lease includes two one-year renewal options which management determined are reasonably certain to be exercised; accordingly, the lease term was determined to be 48 months for accounting purposes. Monthly base rent increases by 5 % annually. The Company is also responsible for its proportionate share of property operating expenses, including common area maintenance, utilities, insurance and real property taxes, which are currently approximately $ 3,957 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 $ 309,579 for the three months ended March 31, 2026, 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 March 31, 2026, the Company’s operating lease ROU assets had a carrying value of $ 2,237,136 . During the three months ended March 31, 2026, additions to ROU assets were $ 1,111,015 , primarily related to SVM’s new lease. Amortization of ROU assets for three months ended March 31, 2026 was approximately $ 236,162 , 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 March 31, 2026 and December 31, 2025, the Company recorded a security deposit of $ 106,757 and $ 81,757 , associated with these operating leases. 16 Future minimum lease payments under the Company’s operating leases that have an initial non-cancelable lease term in excess of one year at March 31, 2026, are as follows: As at March 31, 2026 Lease payments ($) 2026 478,520 2027 662,146 2028 687,902 2029 638,385 2030 and thereafter 129,093 Total future payments $ 2,596,046 Less: imputed interest ( 363,709 ) Operating lease liabilities $ 2,232,337 Operating lease liabilities-current $ 493,426 Operating lease liabilities- non-current $ 1,738,911 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. 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. On January 7, 2026, the Company consummated the second pre-paid purchase under the equity line of credit with a principal amount of $ 3,278,700 , bearing interest at 8.5 % per annum and maturing three years from issuance. The instrument included an original-issue discount of $ 278,700 ; the purchase price under the instrument was $ 3,000,000 . The Company received net cash proceeds of approximately $ 2,732,704 after placement agent fees and legal fees. On January 12, 2026, the Company consummated the third pre-paid purchase under the equity line of credit with a principal amount of $ 5,464,500 , bearing interest at 8.5 % per annum and maturing three years from issuance. The instrument included an original-issue discount of $ 464,500 ; the purchase price under the instrument was $ 5,000,000 . The Company received net cash proceeds of approximately $ 4,562,840 after placement agent fees. 17 On February 6, 2026, the Company consummated the fourth pre-paid purchase under the equity line of credit with a principal amount of $ 8,147,570 , bearing interest at 8.5 % per annum and maturing three years from issuance. The instrument included an original-issue discount of $ 692,570 ; the purchase price under the instrument was $ 7,455,000 . The Company received net cash proceeds of $ 6,798,193 after placement agent fees and legal fees. Under each of the second, third and fourth pre-paid purchases, the principal and accrued interest may be settled through the issuance of common shares at the option of the investor, in whole or in part, at a price equal to 88 % of the lowest daily VWAP during the 10 trading days preceding the applicable measurement date, subject to a 9.99 % beneficial ownership limitation. After giving effect to the Company’s March 10, 2026 reverse stock split, the floor prices are $ 6.744 , $ 6.30 and $ 1.92 per share for the second, third and fourth pre-paid purchases, respectively. If the calculated price is below the applicable floor price, 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, Debt with Conversion and Other Options, 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). In January 2026, the Company settled the remaining outstanding principal of $ 2,078,294 for the first pre-paid purchase through the issuance of 67,735 shares of common stock pursuant to the ELOC arrangement. In connection with this settlement, the Company derecognized its remaining convertible debt host liability of $ 1,261,619 and the related derivative liability of $ 312,586 associated with the conversion feature, with the total amount recorded to common stock and additional paid-in capital. During the three months ended March 31, 2026, the Company settled portions of the outstanding balances under Secured Pre-Paid Purchases #2, #3 and #4 through the issuance of common stock pursuant to purchase notices delivered by the investor. After giving effect to the Company’s March 10, 2026 reverse stock split, the Company issued an aggregate of 1,788,341 shares of common stock in connection with these settlements. The Company derecognized $ 6,478,445 of the convertible debt host liabilities and $ 1,673,145 of the related derivative liabilities, with $ 8,151,590 recorded to common stock and additional paid-in capital. During the three months ended March 31, 2026, the Company recorded interest expense and accretion expense of $ 450,905 related to Secured Pre-Paid Purchases #2, #3 and #4, consisting of $ 181,151 of interest expense and $ 269,754 of accretion expense. The remaining balances of the convertible debt host liabilities continue to be accounted for at amortized cost, and the related derivative liabilities continue to be remeasured at fair value at each reporting date. A continuity of the amortized cost of the convertible debt host contract is as follows: Convertible debt Balance, January 1, 2026 $ 1,254,479 Principal 16,890,768 Fair value of embedded derivative liability ( 3,392,520 ) Allocation of original issue discount and issuance cost (1) ( 2,235,109 ) Accretion 273,656 Interest expense 184,390 Repayment through common stock ( 7,740,064 ) Balance, March 31, 2026 $ 5,235,600 (1) Total original issuance discount and issuance cost amounted to $ 2,797,031 , of which $ 2,235,109 were allocated to the amortized cost of the convertible debt and $ 561,922 were allocated to the derivative liability and recorded as finance cost in the statement of operations. 18 15. Derivative liabilities Liability classified stock purchase warrants As of March 31, 2026, 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 March 31, 2026 and December 31, 2025, the weighted average life of derivative liability classified stock purchase warrants outstanding was 1.34 and 1.66 years, respectively. Embedded derivative liabilities The Company determined that the conversion features embedded in the secured pre-paid purchase instruments issued in connection with the ELOC arrangement were required to be separated from the convertible debt host contracts and accounted for as derivative liabilities. The derivative liabilities were initially recognized at fair value and are remeasured at fair value at each reporting date, with changes in fair value recognized in the condensed consolidated statement of operations. During the three months ended March 31, 2026, the Company recognized additional derivative liabilities of $ 3,392,520 upon issuance of Secured Pre-Paid Purchases #2, #3 and #4. In connection with share settlements during the period, the Company derecognized $ 1,985,731 of derivative liabilities, with the corresponding amounts recorded to common stock and additional paid-in capital. The derivative liabilities were remeasured at fair value as of March 31, 2026 using a binomial option pricing model. The net change in fair value recognized in the condensed consolidated statement of operations for the three months ended March 31, 2026 was $ 681,126 . The following table summarizes the activity in the Company’s embedded derivative liabilities during the three months ended March 31, 2026: Amount Balance, January 1, 2026 $ 418,412 Addition 3,392,520 Change in fair value 681,126 Derecognition upon settlement of convertible debt ( 1,985,731 ) Balance, March 31, 2026 $ 2,506,327 19 16. Equity Common Stock Authorized As of March 31, 2026, and December 31, 2025, the Company had 83,333,334 authorized shares of common stock, par value $ 0.0001 . Issued and outstanding As of March 31, 2026, and December 31, 2025, the Company had 1,936,771 and 80,699 shares of common stock issued and outstanding, respectively. Transactions during the three months ended March 31, 2026 During the three months ended March 31, 2026, the Company issued an aggregate of 1,856,076 shares of common stock in settlement of amounts outstanding under its ELOC arrangement (Note 14). The shares were issued in multiple tranches between January 2, 2026 and March 31, 2026 pursuant to purchase notices delivered under the ELOC Agreement. The shares issued settled outstanding principal of $ 10,686,305 and accrued interest of $ 184,389 . Transactions during the three months ended March 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 six (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 one (1) share of common stock each from two existing shareholders for total consideration of approximately $ 52 . The shares were retired upon repurchase. On March 18, 2025, the Company entered into a securities purchase agreement with an existing investor to repurchase one (1) share of common stock and a warrant to purchase one (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 share 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. 20 Preferred Stock Authorized As of March 31, 2026, and December 31, 2025, the Company had 500,000,000 of all preferred stock authorized, respectively, each having a par value of $ 0.0001 per stock. Of this amount, 300,000,000 were designated as series B preferred stock, which are not publicly traded and not convertible into shares of common stock (“Series B Preferred Stock”) as of March 31, 2026 and December 31, 2025, respectively. Issued and outstanding As at March 31, 2026, and December 31, 2025, the Company had 6,372,874 Series B Preferred Stock issued and outstanding. Transactions during the three months ended March 31, 2026, and 2025 On March 26, 2025, at a special meeting of the shareholders, the shareholders approved the issuance of 3,036,437 shares of Series B Preferred Stock to GB Capital Ltd. as a signing bonus pursuant to that certain Second Amended GB Capital Consulting Agreement dated October 25, 2024, as amended; and 3,336,437 shares of Series B Preferred Stock to Northstrive Companies Inc. as a signing bonus pursuant to that certain Second Amended Northstrive Companies Consulting Agreement dated October 25, 2024, as amended ( 6,372,874 total Series B Preferred Stock). These bonuses, in the amount of $ 150,000 , were accrued and included in due to related parties as of December 31, 2024. Equity Warrants Transactions during the three months ended March 31, 2026. There was no equity warrants activity during the three months ended March 31, 2026. Transactions during the three months ended March 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 . As noted above, 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 a warrant 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. 21 As of March 31, 2026, the following equity warrants were outstanding: Outstanding Expiry date Weighted average exercise price ($) 2 August 28, 2026 352,800 1 March 12, 2027 352,800 12 March 24, 2028 39,504 9,855 August 25, 2030 158.88 9,870 300.96 As of March 31, 2026, and December 31, 2025, the weighted average life of equity warrants outstanding was 4.40 and 4.65 years, respectively. Stock Options The Company has a stock option plan included in the Company’s 2025 Equity Incentive Plan (the “Plan”) where the Board of Directors or any of its committees can grant Incentive Stock Options, Nonstatutory Stock Options, and Restricted Stock to employees, advisors and directors of the Company. As of March 31, 2026 and December 31, 2025, the aggregate number of shares allocated and made available for issuance pursuant to stock options granted under the Plan shall not exceed 7,752 shares. The Plan shall remain in effect until it is terminated by the Board of Directors. Transactions during the three-month ended March 31, 2026 There was no stock option activity during the three months ended March 31, 2026. Transactions during the three-month ended March 31, 2025 There was no stock option activity during the three months ended March 31, 2025. The continuity of stock options for the three months ended March 31, 2026, and December 31, 2025, is summarized below: Number of stock options Weighted average exercise price Outstanding, December 31, 2025 6 265,384 Granted - - Forfeited - - Exercised - - Outstanding, March 31, 2026 6 265,384 As of March 31, 2026, the following options were outstanding, entitling the holders thereof the right to purchase one common stock for each option held as follows: Outstanding Vested Expiry date Weighted average exercise price ($) 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 March 31, 2026, and December 31, 2025, the weighted average life of stock options outstanding was 5.75 years and 5.98 years, respectively. 22 17. Related Party Transactions Related parties consist of the following individuals and corporations: ● Braeden Lichti, Non-executive, non-employee 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 ● Jeffrey Parry, Director (appointed June 1, 2023) ● Julie Daley, Director (appointed June 1, 2023) ● 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. Remuneration attributed to key management personnel are summarized as follows: Three months ended March 31, 2026 Three months ended March 31, 2025 Consulting fees $ 177,600 $ 147,700 Management fees 83,107 - Director fees 41,640 - Bonus 1,032,415 300,000 Salaries - 26,228 Share-based compensation 8,216 20,774 $ 1,342,978 $ 494,702 23 During the three months ended March 31, 2026: The Company incurred consulting fees and contracted performance bonuses of $ 562,957 (March 31, 2025 - $ 215,500 ) to GB Capital Ltd., a company controlled by Graydon Bensler, CEO, CFO and Director. The Company incurred consulting fees and contracted performance bonuses of $ $ 647,058 (March 31, 2025 - $ 232,200 ) to Northstrive Companies Inc., a company controlled by the Company’s Chairman and former President. The Company incurred director’s fees of $ 13,875 (March 31, 2025 – $ 13,875 ) to George Kovalyov, a director of the Company. The Company incurred director’s fees of $ 13,890 (March 31, 2025 – $ 13,900 ) to Julie Daley, a director of the Company. The Company incurred director’s fees of $ 13,875 (March 31, 2025 – $ 13,875 ) to Mystic Marine Advisors, LLC, a company owned and controlled by Jeffrey Parry, a director of the Company. The Company incurred management fees of $ 37,961 (March 31, 2025 - $ 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 $ 45,146 (March 31, 2025 - $ 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 $ nil and $ 26,228 respectively during the three months ended March 31, 2026 and 2025. During the three months ended March 31, 2026, and 2025, there are no stock options issued to related parties. Details of the fair value, as calculated on the grant date, to each related party in the current and prior periods, and the related expense recorded for the three months ended March 31, 2026, and 2025 are as follows: Three Months Ended March 31, 2026 Three Months Ended March 31, 2025 Grant date fair value Braeden Lichti, Non-executive Chairman $ - $ 11 $ 50,995 Graydon Bensler, CEO, CFO and Director - 11 50,995 Jordan Plews, Former Director and former CEO of Skincare and BioSciences - 11 50,995 Jeffrey Parry, Director 1,196 3,526 107,669 Julie Daley, Director 4,656 10,634 210,245 George Kovalyov, Director 2,364 6,580 52,845 $ 8,216 $ 20,774 $ 1,049,898 24 As of March 31, 2026 and December 31, 2025, the Company had $ 660,941 and $ 642,925 , respectively due to companies controlled by Braeden Lichti, of which $ 660,941 and $ 642,925 respectively is unsecured, non-interest bearing and are due on demand. As of March 31, 2026, the Company had $ 511,248 (December 31, 2025 - $ 342,077 ) due to GB Capital Ltd. controlled by Graydon Bensler, CEO, CFO and Director. As of March 31, 2026, the Company recorded accrued director fees payable to related parties of $ 46,640 , including $ 13,890 payable to Julie Daley (December 31, 2025- $ 13,890 ), $ 18,875 (December 31, 2025- $ 18,875 ) payable to George Kovalyov and $ 13,875 payable to Mystic Marine Advisors LLC controlled by Jeffrey Parry. These balances are unsecured, non-interest bearing, and due on demand. These amounts are unsecured, non-interest bearing and are due on demand. 18. Commitments and Contingencies There were no commitments as of March 31, 2026, and December 31, 2025, or during the periods then ended. As of March 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. 19. Concentrations Customers For the three months ended March 31, 2026, the Company had 5 key customers that represented approximately 60 % of the Company’s revenue. The Company recorded 13 % of its revenue from its largest customer. The Company’s largest customer, representing $ 90,575 of revenue, relates to machining casting work performed for a customer during the period. The three months Ended March 31, 2026 Customer 1 13 % Customer 2 12 % Customer 3 12 % Customer 4 12 % Customer 5 11 % 60 % 25 Suppliers During the three months ended March 31, 2026, the Company had 2 key suppliers that represented approximately 43 % 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 three months Ended March 31, 2026 Supplier 1 31 % Supplier 2 12 % 43 % 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. 20. 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). The following is a summary of the Company’s operations for the three months ended March 31, 2026, and assets and liabilities as of March 31, 2026, split between reportable segments: Corporate, Treasury and Biosciences IT Packaging Solutions Precision Engineering and Machining Total Revenue $ - $ 132,024 $ 549,970 $ 681,994 Cost of sales $ - $ 79,135 $ 372,385 $ 451,520 Gross profit $ - $ 52,889 $ 177,585 $ 230,474 Expenses $ 2,628,257 $ 122,192 $ 813,199 $ 3,563,648 Other income (expense) $ ( 1,603,506 ) $ - $ ( 50,080 ) $ ( 1,653,586 ) Net loss from continuing operations $ ( 4,231,763 ) $ ( 69,303 ) $ ( 685,694 ) $ ( 4,986,760 ) Current Assets $ 8,711,106 $ 342,589 $ 7,332,892 $ 16,386,587 Non-current assets $ 2,108,336 $ 11,262 $ 7,527,133 $ 9,646,731 Total Assets $ 10,819,442 $ 353,851 $ 14,860,025 $ 26,033,318 Current liabilities $ 9,565,963 $ 86,204 $ 1,645,567 $ 11,297,734 Non-current liabilities $ 30,972 $ 62,123 $ 2,036,036 $ 2,129,131 Total Liabilities $ 9,596,935 $ 148,327 $ 3,681,603 $ 13,426,865 Total Equity $ 1,222,507 $ 205,524 $ 11,178,422 $ 12,606,453 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. 26 21. Subsequent Events Management has evaluated events subsequent to the year ended March 31, 2025, up to May 15, 2026, for transactions and other events that may require adjustment of and/or disclosure in the consolidated financial statements. On April 2, 2026, the Company announced the formation of a new wholly owned subsidiary, NorthStrive Defense Tech LLC (“NorthStrive Defense Tech”). NorthStrive Defense Tech was established to operate in the defense technology sector, with an initial focus on drone technology, autonomous systems, and next-generation unmanned defense solutions. The Company intends for NorthStrive Defense Tech to serve as a platform to identify, acquire, license, and commercialize advanced defense technologies through acquisitions, licensing arrangements, strategic partnerships, and other commercialization pathways. The Company expects to leverage its existing operating subsidiaries, including AGA Precision Systems LLC and SVM Machining, Inc., which operate within the aerospace, defense, and space sectors, to support potential commercialization opportunities. On April 16, 2026, the Company entered into another securities purchase agreement with an investor establishing a $ 40.0 million equity line of credit through multiple pre-paid purchases of the Company’s common stock over a two-year commitment period. The agreement included an initial pre-paid purchase with an original principal amount of $ 10.73 million, including a 7 % original issue discount and a $ 30,000 transaction expense amount, with expected net proceeds to the Company of approximately $ 9.7 million after deduction of placement agent fees, legal fees, and other transaction-related expenses. Subsequent pre-paid purchases under the facility will be subject to the terms and conditions of the agreement, including applicable original issue discount, interest, Nasdaq-related pricing floors, and shareholder approval requirements. The agreement also provides the investor with participation rights in certain future debt or equity financings and is secured by subsidiary equity interests, with certain wholly owned subsidiaries providing full guaranties. During April 2026, the Company issued 2,251,309 shares of common stock under Secured Pre-Paid Purchase #4 of its equity line of credit arrangement. The shares were issued to settle $ 4,536,839 of the outstanding balance plus accrued interest. In May 2026, the Company completed the acquisition of 100 % of the issued and outstanding shares of A&B Aerospace, Inc. (“A&B Aerospace”), a California-based precision machining and aerospace manufacturing company specializing in high-tolerance parts and assemblies for the aerospace and defense industries. The acquisition was completed pursuant to a stock purchase agreement under which the Company acquired A&B Aerospace on a cash-free, debt-free basis for a base purchase price of approximately $ 4.5 million in cash, consisting of approximately $ 4.275 million paid at closing and a $ 225,000 indemnification holdback. The purchase price is subject to customary post-closing adjustments, including adjustments related to cash balances and net working capital. The acquisition will be accounted for as a business combination under ASC 805, Business Combinations. As of the date these condensed consolidated financial statements were issued, the Company had not completed its preliminary purchase price allocation, including the determination of the fair values of assets acquired and liabilities assumed. Accordingly, the Company is unable to disclose the preliminary allocation of consideration transferred to the acquired assets and liabilities at this time. 27 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited condensed consolidated financial statements and the notes to those statements included elsewhere in this Quarterly Report and the audited consolidated financial statements and the other information set forth in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the U.S. Securities and Exchange Commission on March 30, 2026. Forward-Looking Statements This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s registration statement on Form S-1 filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov . Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise. Organization and Overview of Operations PMGC currently manages and operates a diverse portfolio of wholly owned subsidiaries: ● Northstrive BioSciences Inc. (“Northstrive Bio – a biopharmaceutical company focusing on the development and acquisition of cutting-edge aesthetic medicines and therapeutic products. Our lead asset, EL-22, is leveraging a first-in-class engineered probiotic approach to address obesity’s pressing issue of preserving muscle while on weight loss treatments, including GLP-1 receptor agonists. ● PMGC Capital LLC – 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. ● ELAB Opportunity Holdings LLC - a wholly owned Utah subsidiary - was formed to facilitate and hold assets related to the Company’s secured pre-paid purchase and financing collateral arrangements. ELAB Opportunity supports the Company’s strategic financing structure and related treasury activities. ● Pacific Sun Packaging Inc. (“Pacific Sun”) - a California-based custom IT packaging company providing innovative, sustainable, and technology-driven packaging solutions to industrial and consumer markets. ● AGA Precision Systems LLC.- (“AGA”) - 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. ● SVM Machining, Inc. (“SVM”) - a California-based precision machining and aerospace manufacturing company specializing in high-precision components and complex machining solutions for aerospace, defense, and industrial applications. SVM enhances PMGC’s advanced manufacturing capabilities and expands the Company’s footprint in the aerospace and defense sectors. SVM was acquired by the Company on February 2, 2026. Subsequently on April 2, 2026, the Company announced the formation of a new wholly owned subsidiary, NorthStrive Defense Tech LLC (“NorthStrive Defense Tech”). NorthStrive Defense Tech was established to operate in the defense technology sector, with an initial focus on drone technology, autonomous systems, and next-generation unmanned defense solutions. 28 Outlook Management’s Plans Over the next twelve months, we intend to focus on: ● Increasing revenue by achieving successful returns on capital through PMGC Capital LLC, our multi-strategy investment vehicle, by acquiring and managing undervalued assets, public and private investments, and structured financing opportunities. ● Establishing new wholly owned subsidiaries to develop and commercialize newly acquired or licensed assets across various industries. ● Utilizing clinical validation studies to strengthen the commercial potential and scientific credibility of our portfolio companies’ technologies. ● Advancing clinical development to progress NorthStrive Biosciences’s clinical assets toward Investigational New Drug (IND) applications. ● Pursuing additional acquisitions of operating business-to-business companies with positive EBITDA. ● Evaluating potential opportunities such as out licensing our biotechnology applications, potential spin-offs, and creating new publicly traded companies, such as Special Purpose Acquisition Corporations (“SPACs”) Results of Operations Comparison of the three months ended March 31, 2026 and 2025. The following table provides certain selected financial information for continuing operations for the periods presented and does not include activity from the skincare business of the Company: Three Months Ended March 31, 2026 Three Months Ended March 31, 2025 Change Revenue $ 681,994 $ - $ 681,994 Cost of goods sold $ 451,520 $ - $ 451,520 Gross margin $ 230,474 $ - $ 230,474 Consulting Fees $ 1,210,015 $ 547,557 $ 662,458 Office and Administration $ 1,381,736 $ 209,031 $ 1,172,705 Professional Fees $ 592,023 $ 266,468 $ 325,555 Investor Relations $ 16,133 $ 69,950 $ (53,817 ) Research and Development $ 47,061 $ 32,433 $ 14,628 Total operating expenses $ 3,563,648 $ 1,201,724 $ 2,361,924 Other income (expense) 1 $ (1,653,586 ) $ (379,087 ) $ (1,274,499 ) Net loss from continuing operation $ (4,986,760 ) $ (1,580,811 ) $ (3,405,949 ) Basic and dilutive loss per common share- continuing operations $ (11.219 ) $ (243.764 ) $ 232.546 Weighted average number of shares outstanding – basic and diluted 444,506 6,485 1 Other expenses relate to finance cost, interest income, interest expense, dividend income, unrealized fair value gain/loss on investment, realized loss on sale of investments, fair value change on derivative liabilities, and loss on disposal of PP&E Revenue Revenue for the three months ended March 31, 2026, was $681,994 as compared to $nil for the three months ended March 31, 2025, an increase of $681,994. Revenue was generated by the Company’s newly acquired subsidiaries. Our revenue by category is as follows: For the three months ended March 31, 2026 Pacific Sun – Sale of IT packaging $ 132,024 AGA – Machine work 226,276 SVM-Machine work 323,694 Total Revenue $ 681,994 29 Cost of Revenue Cost of revenue for the three months ended March 31, 2026, was $451,520 as compared to $nil for the three months ended March 31, 2025 The increase in cost of revenue is directly attributed to the increase in sales during the three months ended March 31, 2026, compared to 2025. The following is a breakdown of the components of the cost of revenue: For the three months ended March 31, 2026 Pacific Sun – Sale of IT packaging AGA – Machine work SVM-Machine work Total Cost of inventory $ 46,595 $ 148,769 $ 220,019 $ 415,383 Sales commission 2,773 - - 2,773 Assembly and manufacturing expense 4,114 - - 4,114 Shipping and handling cost 25,653 164 3,433 29,250 Inventory write down and wastage - - - - Total Cost of Revenue $ 79,135 $ 148,933 $ 223,452 $ 451,520 Gross Profit Gross profit for the three months ended March 31, 2026, was $230,474, as compared to $nil for the three months ended March 31, 2025, an increase of $230,474. This represents an overall gross margin percentage of 33.79% for the three months ended March 31, 2026, compared to $nil in 2025. The increase in gross profit and gross margin percentage was primarily attributable to the inclusion of revenues generated from the newly acquired subsidiaries. The following is a breakdown of gross profit percentage by category: For the three months ended March 31, 2026 Pacific Sun – Sale of IT packaging 40.06 % AGA – Machine work 34.18 % SVM-Machine work 30.97 % Overall Gross Profit Percentage 33.79 % Research and Development Expenses Research and development expenses for the three months ended March 31, 2026, were $47,061 compared to $32,433 for the three months ended March 31, 2025, an increase of $14,628. Research and Development related to the Company’s spending on clinical validation studies. The increase in research and development is mainly driven by the company continuously working on the research project of EL-22 and the costs of the Type B pre-Investigational New Drug meeting with the U.S. Food and Drug Administration. Office and Administrative Expenses Office and administrative expenses for the three months ended March 31, 2026 were $1,381,736, compared to $209,031 for the three months ended March 31, 2025, an increase of $1,172,705. The increase was primarily due to higher office and administrative costs from increased business activity, financing initiatives, and the management of newly acquired businesses, as well as rent expense incurred by Pacific Sun, AGA, and SVM. This increase was partially offset by lower share-based compensation expense in the current period. 30 Consulting Fees Consulting fees for the three months ended March 31, 2026 were $1,210,015, compared to $547,557 for the three months ended March 31, 2025, an increase of $662,458. The Company’s Chief Executive Officer, Chief Financial Officer, and Chairman provide services in a consulting capacity. The increase was primarily driven by bonus-related consulting expenses of $1,032,415 (2025 – $300,000), representing contractual bonuses approved by the Board of Directors and the Compensation Committee. The increases were partially offset by a decrease in external consulting services. Professional Fees Professional fees for the three months ended March 31, 2026 were $592,023, compared to $266,468 for the three months ended March 31, 2025, an increase of $325,555. The increase was primarily due to higher legal, audit, accounting/tax, and acquisition-related professional service costs, including costs related to the SVM acquisition, financing activities, valuation services, staff placement, and business transition consulting. Investor Relations Investor relations expenses for the three months ended March 31, 2026 were $16,133, compared to $69,950 for the three months ended March 31, 2025, a decrease of $53,817. The decrease is primarily attributable to a decrease in public relations and media coverage expenses during the three months ended March 31, 2026 compared to the three months ended March 31, 2025. Other income (expense) Other income (expense) for the three months ended March 31, 2026 was a net expense of $1,653,586, compared to a net expense of $379,087 for the three months ended March 31, 2025, an unfavorable variance of $1,274,499. The variance was primarily due to finance costs of $561,922 associated with the ELOC arrangement, fair value losses on derivative liabilities of $681,126, and higher interest expense of $474,170 related to the second, third, and fourth pre-paid purchase transactions under the ELOC arrangement. The unfavorable variance was partially offset by realized and unrealized gains on investments, higher interest income, and the absence of the prior-year realized loss on investments. Liquidity and Capital Resources The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and ultimately the attainment of profitable operations. 31 As of March 31, 2026, we had cash of $14,354,374 and as of December 31, 2025, we had cash of $5,402,333. The increase between December 31, 2025 and March 31, 2026 was attributable to cash provided by financing activities exceeding cash used in operating and investing activities . As of March 31, 2026 and December 31, 2025, the Company had a net working capital of $5,088,853 and $2,928,959 , respectively, and has an accumulated deficit of $ 25,984,699 and $21,017,440, respectively. Furthermore, for the three months ended March 31, 2026, and 2025, the Company incurred a net loss of $4,967,259 and $1,608,455, respectively and used $2,979,595 and $1,347,416, respectively of cash flows for operating activities. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The accompanying condensed consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company believes it will have sufficient funds for at least the next 12 months from the issuance date of the unaudited condensed consolidated financial statements. Our principal liquidity requirements are for working capital, capital expenditure and research and development. We fund our liquidity requirements primarily through cash on hand and the issuance of common and preferred stock. The Company expects an improvement in liquidity and capital resources, including cash obtained from any sale of investment securities it currently owns. Cash flows used in discontinued operating and investing activities has been excluded from our analysis. The Company may be paid additional earn-out consideration in connection with the sale of its skincare business, consisting of potential payments for each year ending on the anniversary of the Closing Date during the five-year period thereafter, equal to 5% of the sales generated during each such year from the existing products as of the Closing and a one-time payment of $500,000 if the buyer achieves $500,000 in revenue from sales of the existing hair and scalp products as of the Closing Date, on or before the 24-month anniversary of the Closing Date. The Company plans to use the cash obtained from any sale of investment securities or earnout payment for working capital. The following table provides selected financial data as of March 31, 2026, and December 31, 2025, respectively. March 31, 2026 December 31, 2025 Change Current assets $ 16,386,587 $ 6,871,255 $ 9,515,332 Current liabilities $ 11,297,734 $ 3,942,296 $ 7,355,438 Working capital $ 5,088,853 $ 2,928,959 $ 2,159,894 The following table summarizes our cash flows from operating, investing and financing activities from continuing operations: Three Month Ended March 31, 2026 Three Month Ended March 31, 2025 Change Cash used in operating activities $ (2,979,595 ) $ (1,155,514 ) $ (1,824,081 ) Cash used in investing activities $ (2,483,609 ) $ (215,319 ) $ (2,268,290 ) Cash provided by financing activities $ 14,412,906 $ 2,943,185 $ 11,469,721 32 Cash Flow from Operating Activities For the three months ended March 31, 2026, net cash flows used in operating activities was $2,979,595 compared to $1,155,514 used during the three months ended March 31, 2025, respectively. This difference in net cash flows between the respective fiscal periods is primarily due to net loss and timing of settlement of assets and liabilities. Cash Flows from Investing Activities During the three months ended March 31, 2026, net cash used in investing activities was $2,483,609, compared to $215,319 for the same period in 2025. The increase was primarily driven by the Company’s acquisition of SVM for cash consideration of $2,019,909, strategic investments in publicly traded companies of $1,435,393, and equipment purchases of $363,087, partially offset by cash proceeds of $1,334,780 from the sale of investments. In comparison, investing activities during the three months ended March 31, 2025 were limited, with no business acquisitions or significant investment activity. Cash Flows from Financing Activities During the three months ended March 31, 2026, net cash provided by financing activities was $14,412,906, compared to $2,943,185 for the same period in 2025. The increase was primarily attributable to $14,093,737 in proceeds from the second, third, and fourth Pre-Paid Purchases under its ELOC with an investor. During the three months ended March 31, 2025, financing activities consisted primarily of $1,245,306 in proceeds, net of issuance cost, from the issuance of common stock and pre-funded warrants and $1,698,058 in proceeds, net of issuance cost, from the exercise of Series A warrants. Critical Accounting Policies and Significant Judgments and Estimates This discussion and analysis of our financial condition and results of operations is based on our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to revenue recognition, the collectability of receivables, valuation of inventory, fair value of investments in securities, derivative liabilities and stock options, useful lives and recoverability of long-lived assets, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgements about the carrying value of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from those estimates. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the consolidated financial statements in the period they are determined. The Company’s policy for intangible assets require judgement in determining whether the present value of future expected economic benefits exceeds capitalized costs. The policy requires management to make certain estimates and assumptions about future economic benefits related to its operations. Estimates and assumptions may change if new information becomes available. If information becomes available suggesting that the recovery of capitalized cost is unlikely, the capitalized cost is written off/impaired to the consolidated statement of operations. The assessment of whether the going concern assumption is appropriate requires management to take into account all available information about the future, which is at least, but not limited to, 12 months from the date the financial statements are issued. The Company is aware that material uncertainties related to events or conditions may cast substantial doubt upon the Company’s ability to continue as a going concern. Foreign Currency Translation The Company’s functional and reporting currency is the U.S. dollar. The functional currency of the Company’s Canadian subsidiary, PMGC Research Inc. (“PMGC Research”), is the Canadian dollar. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets, liabilities, and items recorded in income arising from transactions denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. The accounts of PMGC Research are translated to U.S. dollars using the current rate method. Accordingly, assets and liabilities are translated into U.S. dollars at the period-end exchange rate while revenues and expenses are translated at the average exchange rates during the period. Related exchange gains and losses are included in a separate component of stockholders’ equity as accumulated other comprehensive income (loss). 33 Stock-Based Compensation Employees - The Company accounts for share-based compensation under the fair value method which requires all such compensation to employees, including the grant of employee stock options, to be calculated based on its fair value at the measurement date (generally the grant date), and recognized in the consolidated statement of operations over the requisite service period. Nonemployees - During June 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”) to simplify the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees. Under the requirements of ASU 2018-07, the Company accounts for share-based compensation to non-employees under the fair value method which requires all such compensation to be calculated based on the fair value at the measurement date (generally the grant date) and recognized in the statement of operations over the requisite service period. During the three months ended March 31, 2026 and 2025, the Company recorded $8,216 and ($58,838), respectively, in share-based compensation expense, of which $8,216 and $nil, and $20,762 and ($79,600), is included in office and administration and discontinued operations, respectively. Within discontinued operations for the three months ended March 31, 2026 and 2025, $nil and $nil, and ($73,768) and ($5,832), respectively, is included in office and administration and research and development, respectively. Determining the appropriate fair value model and the related assumptions requires judgment. During the three months ended March 31, 2026 and the year ended 2025, the fair value of each option grant was estimated using a Black-Scholes option-pricing model. The expected volatility represents the historical volatility of comparable publicly traded companies in similar industries, adjusted for variables such as stock price, market capitalization and life cycle. Due to limited historical data, the expected term for options granted is equal to the contractual life. The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected life of stock options. The Company has not paid and does not anticipate paying cash dividends on its shares of common stock; therefore, the expected dividend yield is assumed to be zero. Off-Balance Sheet Arrangements We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditure or capital resources that is material to investors. JOBS Act On April 5, 2012, the Jumpstart Our Business Startups Act (the “JOBS Act”) was signed into law. The JOBS Act contains provisions that, among other things, eases certain reporting requirements for qualifying public companies. We will qualify as an “emerging growth company” and under the JOBS Act will be allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates. Future Related Party Transactions The Board of Directors is required to approve all related party transactions. All related party transactions are made or entered into on terms that are no less favorable to use than can be obtained from unaffiliated third parties. 34 Impact of Inflation We do not believe the impact of inflation on our Company is material. Inflation Risk We are also exposed to inflation risk. Inflationary factors, such as increases in labor costs, could impair our operating results. Although we do not believe that inflation has had a material impact on our financial position or results of operations to date, a high rate of inflation in the future may have an adverse effect on our ability to maintain current levels of gross margin and operating expenses. Market Risk Market risk is the risk of loss arising from adverse changes in market rates and prices. Our market risk exposure is generally limited to those risks that arise in the normal course of business, as we do not engage in speculative, non-operating transactions, nor do we utilize financial instruments. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1). ITEM 4. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act at the end of the period covered by this Quarterly Report. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of end of the period covered by this Quarterly Report, our disclosure controls and procedures (as defined in § 240.13a-15(e) or 240.15d-15(e) of Regulation S-K) were effective to provide reasonable assurance that the information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information (i) is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures and (2) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. We recognize that any controls system, no matter how well designed and operated, can provide only reasonable assurance of achieving its objectives, and our management necessarily applies its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting during the period covered by this Quarterly Report that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). 35 PART II – OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS We are not currently a party to any pending legal proceedings that we believe will have a material adverse effect on our business or financial conditions. We may, however, be subject to various claims and legal actions arising in the ordinary course of business from time to time. ITEM 1A. RISK FACTORS As a smaller reporting company, we are not required to make disclosures under this item. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS (a) There have been no sales of unregistered equity securities which took place in the fiscal quarter beginning on January 1, 2026 to March 31, 2026 that we have not previously disclosed in a Current Report on Form 8-K filed with the SEC. (b) Not applicable. (c) There were no repurchases of our Common Stock in the fiscal quarter ended March 31, 2026. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. ITEM 5. OTHER INFORMATION (a) Not applicable. (b) Not applicable. (c) Not applicable. 36 Item 6. Exhibits The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report. EXHIBIT INDEX Exhibit No. Description 3.1 Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Company's registration statement on Form S-1 filed with the SEC on February 12, 2025). 3.2 Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company's registration statement on Form S-1 filed with the SEC on February 12, 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 12, 2025). 3.4 Amended and Restated Certificate of Designations, Rights, and Preferences of Series B Preferred Stock (incorporated by reference to Exhibit 3.1 in the Form 8-K filed with the SEC on February 21, 2025). 3.5 Certificate of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.1 in the Form 8-K filed with the SEC on March 6, 2025). 3.6 Certificate of Amendment filed on August 28, 2025 (included as Exhibit 3.1 in the Form 8-K filed with the SEC on September 4, 2025 and incorporated herein by reference). 3.7 Certificate of Amendment filed on September 15, 2025 (included as Exhibit 3.1 in the Form 8-K filed with the SEC on September 17, 2025 and incorporated herein by reference). 3.8 Certificate of Amendment filed on January 6, 2026 (included as Exhibit 3.1 in the Form 8-K filed with the SEC on January 6, 2026 and incorporated herein by reference). 3.9 Certificate of Amendment filed on March 4, 2026 (included as Exhibit 3.1 in the Form 8-K filed with the SEC on March 10, 2026 and incorporated herein by reference). 10.1 Form of Pre-Paid Purchase # 2 (incorporated by reference to the Exhibit 10.1 in the Form 8-K filed with the SEC on January 12, 2026). 10.2 Form of Pre-Paid Purchase # 3 (incorporated by reference to Exhibit 10.1 in the Form 8-K filed with the SEC on January 20, 2026). 10.3*+ Stock Purchase Agreement dated February 2, 2026, by and between the Company, SVM Machining, Inc., and selling stockholder of SVM Machining, Inc. dated as of February 2, 2026 (included as Exhibit 10.1 in the Form 8-K filed with the SEC on February 6, 2026). 10.4+ License Agreement between Northstrive Biosciences Inc. and Modulant Biosciences LLC dated February 4, 2026 (incorporated by reference to the Exhibit 10.1 in the Form 8-K filed with the SEC on February 10, 2026). 10.5 Form of Pre-Paid Purchase # 4 (incorporated by reference to Exhibit 10.1 in the Form 8-K filed with the SEC on March 3, 2026). 10.4+ Third Amendment to License Agreement between Northstrive Biosciences Inc. and MOA Life Plus Co., Ltd (incorporated by reference to Exhibit 10.1 in the Form 8-K filed with the SEC on March 27, 2026). 31.1 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certifications of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certifications of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS Inline XBRL Instance Document. 101.SCH Inline XBRL Schema Document. 101.CAL Inline XBRL Calculation Linkbase Document. 101.DEF Inline XBRL Definition Linkbase Document. 101.LAB Inline XBRL Label Linkbase Document. 101.PRE Inline XBRL Presentation Linkbase Document. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document filed as Exhibit 101). # Management contract or compensatory plan. * The schedules, exhibits or similar attachments have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish copies of any schedules, exhibits, or similar attachments to the SEC upon request. Certain portions of this exhibit have been redacted. + Portions of this exhibit have been redacted. 37 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. PMGC Holdings Inc. Date: May 15, 2026 By: /s/ Graydon Bensler Name: Graydon Bensler Title: Chief Executive Officer and Chief Financial Officer (Principal Executive, Accounting and Financial Officer) 38