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Midas Edge

PMGC Holdings Inc.

For the period ended Mar 31, 2025. Filed May 14, 2025.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2025 · Filed May 14, 2025

ELAB$1.58-1.9%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Contents

Item 6. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report.

EXHIBIT INDEX

Exhibit No.Description
3.1Articles of Incorporation of the Registrant (included as Exhibit 3.1 in the Form S-1 filed with the SEC on April 7, 2025 and incorporated herein by reference).
3.2Bylaws of Registrant (included as Exhibit 3.2 in the Form S-1 filed with the SEC on April 7, 2025 and incorporated herein by reference).
3.3Certificate of Designations, Rights, and Preferences of Series B Preferred Stock (included as Exhibit 3.3 in the Form S-1 filed with the SEC on April 7, 2025 and incorporated herein by reference).
3.4Amended and Restated Certificate of Designations, Rights, and Preferences of Series B Preferred Stock (included as Exhibit 3.1 in the Current Report on Form 8-K filed with the SEC on February 27, 2025, and incorporated herein by reference).
3.5Certificate of Amendment to the Amended and Restated Certificate of Designations, Rights, and Preferences of Series B Preferred Stock (included as Exhibit 3.2 in the Current Report on Form 8-K filed with the SEC on February 27, 2025, and incorporated herein by reference).
3.6Certificate of Amendment to the Articles of Incorporation filed on February 28, 2025 (included as Exhibit 3.1 in the Current Report on Form 8-K filed with the SEC on March 6, 2025, and incorporated herein by reference).
10.12020 Equity Incentive Plan, as amended, and forms of award agreements thereunder (included as Exhibit 10.1 in the Form S-1 filed with the SEC on April 7, 2025 and incorporated herein by reference).
10.2Form of Amended and Restated Consulting Agreement between the Registrant and Northstrive Companies Inc. (included as Exhibit 10.2 in the Form S-1 filed with the SEC on April 7, 2025 and incorporated herein by reference).
10.3Form of Advisory Agreement between the Registrant and Braeden Lichti (included as Exhibit 10.3 in the Form S-1 filed with the SEC on April 7, 2025 and incorporated herein by reference).
10.4†Authorized Distributor Agreement, dated August 30, 2022, between the Company and Refine USA, LLC (included as Exhibit 10.4 in the Form S-1 filed with the SEC on April 7, 2025 and incorporated herein by reference).
10.5†Authorized Distributor and Trademark License Agreement, dated January 17, 2022, between the Registrant and Dermapenworld Pty Ltd (included as Exhibit 10.5 in the Form S-1 filed with the SEC on April 7, 2025 and incorporated herein by reference).
10.6†Collaboration Agreement, dated November 28, 2023, by and between the Registrant and Yuva BioSciences, Inc. (included as Exhibit 10.6 in the Form S-1 filed with the SEC on April 7, 2025 and incorporated herein by reference).
10.7†License Agreement, dated January 16, 2024, by and between the Company and INmune Bio, Inc. (included as Exhibit 10.7 in the Form S-1 filed with the SEC on April 7, 2025 and incorporated herein by reference).
10.8†License Agreement, dated April 30, 2024, by and between the Company and MOA Life Plus Co., Ltd. (included as Exhibit 10.11 in the Form S-1 filed with the SEC on April 7, 2025 and incorporated herein by reference).
10.9Consulting Agreement with Santorio Biomedical, LLC (included as Exhibit 10.12 in the Form S-1 filed with the SEC on April 7, 2025 and incorporated herein by reference).
10.10#Amended and Restated Consulting Agreement by and between the Company and GB Capital Ltd. (included as Exhibit 10.13 in the Form S-1 filed with the SEC on April 7, 2025 and incorporated herein by reference).
10.11#Amended and Restated Consulting Agreement by and between the Company and NorthStrive Companies Inc. (included as Exhibit 10.14 in the Form S-1 filed with the SEC on April 7, 2025 and incorporated herein by reference).
10.12#Chairman Appointment Letter to Mr. Braeden Lichti (included as Exhibit 10.15 in the Form S-1 filed with the SEC on April 7, 2025 and incorporated herein by reference).
10.13Termination Agreement by and between the Company and Mr. Lichti (included as Exhibit 10.16 in the Form S-1 filed with the SEC on April 7, 2025 and incorporated herein by reference).
10.14†First Amendment to License Agreement dated as of July 9, 2024, by and between the Company and INmune Bio, Inc. (included as Exhibit 10.17 in the Form S-1 filed with the SEC on April 7, 2025 and incorporated herein by reference).
10.15Form of Securities Purchase Agreement dated September 22, 2024 (included as Exhibit 10.18 in the Form S-1 filed with the SEC on April 7, 2025 and incorporated herein by reference).
10.16Second Amended and Restated Consulting Agreement for Non-Employee Chief Executive Officer by and between the Company and GB Capital Ltd (included as Exhibit 10.19 in the Form S-1 filed with the SEC on April 7, 2025 and incorporated herein by reference).
10.17Second Amended and Restated Consulting Agreement for Non-Executive Chairman by and between the Company and Northstrive Companies Inc. (included as Exhibit 10.20 in the Form S-1 filed with the SEC on April 7, 2025 and incorporated herein by reference).
10.18Amendment to the Second Amended and Restated Consulting Agreement for Non-Employee Chief Executive Officer by and between the Company and GB Capital Ltd (included as Exhibit 10.21 in the Form S-1 filed with the SEC on April 7, 2025 and incorporated herein by reference).
10.19Amendment to the Second Amended and Restated Consulting Agreement for Non-Executive Chairman by and between the Company and Northstrive Companies Inc. (included as Exhibit 10.22 in the Form S-1 filed with the SEC on April 7, 2025 and incorporated herein by reference).
10.20Form of Warrant Inducement Agreement (included as Exhibit 10.23 in the Form S-1 filed with the SEC on April 7, 2025 and incorporated herein by reference).
10.21Form of Warrant (included as Exhibit 10.24 in the Form S-1 filed with the SEC on April 7, 2025 and incorporated herein by reference).
10.22Form of Securities Purchase Agreement dated March 21, 2025 (included as Exhibit 10.1 in the Current Report on Form 8-K filed with the SEC on March 27, 2025 and incorporated herein by reference).
10.23Form of Pre-Funded Warrant (included as Exhibit 4.1 in the Current Report on Form 8-K filed with the SEC on March 27, 2025 and incorporated herein by reference).
10.24Form of Placement Agency Agreement (included as Exhibit 10.2 in the Current Report on Form 8-K filed with the SEC on March 27, 2025 and incorporated herein by reference).
10.25Amendment No. 2 to the Second Amended and Restated Consulting Agreement for Non-Executive Chairman by and between the Company and Northstrive Companies Inc. (included as Exhibit 10.1 in the Form 8-K filed with the SEC on April 8, 2025 and incorporated herein by reference).
10.26Amendment No. 2 to the Second Amended and Restated Consulting Agreement for Non-Employee Chief Executive Officer by and between the Company and GB Capital dated April 3, 2025 (included as Exhibit 10.2 in the Form 8-K filed with the SEC on April 8, 2025.
10.27Form of At-the-Market Issuance Sales Agreement between the Company and Univest Securities, LLC dated April 24, 2025 (included as Exhibit 10.1 to the Form 8-K filed with the SEC on April 24, 2025 and incorporated herein by reference).
10.28Secondment Agreement between the Company and Northstrive Companies Inc. dated May 7, 2025 (included as Exhibit 10.1 to the Form 8-K filed with the SEC on May 13, 2025 and incorporated herein by reference).
31.1Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1Certifications 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.
32.2Certifications 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.INSInline XBRL Instance Document.
101.SCHInline XBRL Schema Document.
101.CALInline XBRL Calculation Linkbase Document.
101.DEFInline XBRL Definition Linkbase Document.
101.LABInline XBRL Label Linkbase Document.
101.PREInline XBRL Presentation Linkbase Document.
104Cover Page Interactive Data File (embedded within the Inline XBRL document filed as Exhibit 101).
#Management contract or compensatory plan.
†Certain portions of this document that constitute confidential information have been redacted in accordance with Item 601(b)(10) of Regulation S-K.
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.