PMGC Holdings Inc.

Previous wording

Consulting fees for the three months ended March 31, 2025, were $547,557, compared to $378,473 for the three months ended March 31, 2024, an increase of $169,084. 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 $300,000 (2024 – $27,072), incurred in connection with the sale of the Skincare business, and fundraising efforts during the quarter. The increases were partially offset by a decrease in external consulting services.

Current wording

Consulting fees for the six months ended June 30, 2025 were $745,902, compared to $558,316 for the six months ended June 30, 2024, an increase of $187,586. 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 $300,000 (2024 – $27,072), 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.

Previous wording

Professional fees for the three months ended March 31, 2025 were $266,468, compared to $43,290 for the three months ended March 31, 2024, an increase of $223,178. Professional fees comprise of legal, audit and accounting services. The increase during 2025 is primarily due to an increase in audit, legal and accounting services given the corporate restructuring and financing efforts conducted during the first three months of 2025 compared to 2024.

Current wording

Professional fees for the six months ended June 30, 2025 were $550,643, compared to $91,996 for the six months ended June 30, 2024, an increase of $458,647. Professional fees comprise of legal, audit and accounting services. The increase during 2025, was primarily due to an increase in audit, legal and accounting services given the Company’s corporate restructuring, business acquisition due diligence, and financing efforts conducted during the six months ended June 30, 2025 compared to the six months ended June 30, 2024.

Previous wording

Other income (expense) for the three months ended March 31, 2025 amounted to a net expense of $379,087, compared to net income of $255,853 for the three months ended March 31, 2024, representing an unfavorable variance of $634,940. The variance was primarily driven by a realized loss on investments of $466,678 and an unrealized loss of $60,404 recorded in the current period, whereas no such losses were recognized in the prior period. Additionally, the comparative period included a $274,939 fair value gain on derivative liabilities, which did not recur in the current quarter. Partially offsetting these declines, the Company recognized a $129,613 gain on the termination of an intangible asset and interest income of $28,856, compared to only $86 in the prior year. Interest expense also declined to $10,474 from $19,172, reflecting lower financing costs during the quarter.

Current wording

Other income (expense) for the six months ended June 30, 2025 amounted to a net income of $54,941, compared to net income of $259,184 for the six months ended June 30, 2024, representing an unfavorable variance of $204,243. The variance was primarily driven by a realized loss on investments of $371,494 in the six months ended June 30, 2025, whereas no such losses were recognized in the prior period. Additionally, the comparative period included a $301,803 fair value gain on derivative liabilities, which did not recur in the current quarter. Partially offsetting these declines, the Company recognized a $129,613 gain on the termination of an intangible asset, an unrealized gain of $238,899 on investments and an interest income of $65,383, compared to only $150 in the prior year. Interest expense also declined to $10,474 from $42,769, reflecting lower financing costs during the six months ended June 30, 2025.

Previous wording

Comparison of the three months ended March 31, 2025.

Current wording

Comparison of the three months ended June 30, 2025 to the three months ended June 30, 2025

Previous wording

Research and development expenses for the three months ended March 31, 2025, were $32,433 compared to $2,782 for the three months ended March 31, 2024, an increase of $29,651. 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 (“pre-IND”) meeting with the U.S. Food and Drug Administration.

Current wording

Research and development expenses for the three months ended June 30, 2025 were $66,675, compared to $34,824 for the three months ended June 30, 2024, an increase of $31,851. 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 (“pre-IND”) meeting with the U.S. Food and Drug Administration.

Previous wording

Marketing and promotion expenses for the three months ended March 31, 2025, were $35,594 compared to $131,516 for the three months ended March 31, 2024, a decrease of $95,922. During the three months ended March 31, 2024, the Company engaged an investor relations agency under a $125,000 agreement signed on January 5, 2024, to support external communications and investor engagement efforts. No comparable agreement was entered into during the three months ended March 31, 2025.

Current wording

Marketing and promotion expenses for the three months ended June 30, 2025 were $82,329, compared to $133,597 for the three months ended June 30, 2024, a decrease of $51,268. During 2024, the Company engaged an investor relations agency under a $125,000 agreement signed on April 26, 2024, to support external communications and investor engagement efforts. No comparable agreement was entered into during the three months ended June 30, 2025.

Previous wording

Office and administration expenses for the three months ended March 31, 2025, were $209,031, compared to $132,459 for the three months ended March 31, 2024, an increase of $76,572. The increase was driven by higher business activity levels, general price increases, and a shift in cost responsibilities following the disposition of the skincare business. Additionally, share-based compensation rose by $15,731 due to the vesting of stock options granted after the first fiscal quarter of 2024.

Current wording

Office and Administration expenses for the three months ended June 30, 2025 were $319,839, compared to $148,341 for the three months ended June 30, 2024, an increase of $171,498. The increase was driven by higher business activity levels, general price increases, and a shift in cost responsibilities following the disposition of the skincare business.

Previous wording

Investor relations expenses for the three months ended March 31, 2025 were $69,950, compared to $91,578 for the three months ended March 31, 2024, a decrease of $21,628. The decrease is primarily attributable to a decrease in public relations and media coverage expenses during the current quarter.

Current wording

Investor relations expenses for the three months ended June 30, 2025 were $46,827, compared to $5,987 for the three months ended June 30, 2024, representing an increase of $40,840. The increase is primarily attributable to an increase in public relations and media coverage expenses during the current quarter.

Previous wording

As of March 31, 2025, we had cash of $5,364,434 and as of December 31, 2024, we had cash of $3,984,453. The increase between December 31, 2024 and March 31, 2025 was attributable to cash provided by financing activities exceeding cash used in operating and investing activities. As of March 31, 2025 and December 31, 2024, the Company had a net working capital of $6,055,880 and $4,251,867, respectively, and has an accumulated deficit of $14,878,082 and $13,269,627, respectively. Furthermore, for the three months ended March 31, 2025, and 2024, the Company incurred a net loss of $1,608,455 and $1,397,250, respectively and used $1,347,416 and $2,324,068, 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.

Current wording

As of June 30, 2025, we had cash of $5,682,628 and as of December 31, 2024, we had cash of $3,984,453. The increase between December 31, 2024 and June 30, 2025 was attributable to cash provided by financing activities exceeding cash used in operating and investing activities. As of June 30, 2025 and December 31, 2024, the Company had a net working capital of $6,976,543 and $4,251,867, respectively, and has an accumulated deficit of $15,440,437 and $13,269,627, respectively. Furthermore, for the six months ended June 30, 2025, and 2024, the Company incurred a net loss of $2,170,810 and $2,809,741, respectively, and used $2,693,714 and $3,104,757, 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 has sufficient funds to continue current operations for at least the next 12 months from the issuance date of the unaudited condensed consolidated financial statements. The Company may seek to raise additional capital to accelerate the execution of management’s plans as disclosed above.

Previous wording

For the three months ended March 31, 2025, net cash flows used in operating activities was $1,155,514 compared to $889,600 used during the three months ended March 31, 2024, respectively, primarily due to net loss and timing of settlement of assets and liabilities.

Current wording

For the six months ended June 30, 2025, net cash flows used in operating activities was $2,518,947, compared to $1,191,850 used during the six months ended June 30, 2024, primarily due to net loss and timing of settlement of assets and liabilities.

Previous wording

During the three months ended March 31, 2025, and 2024, we used $215,319 and $50,000, respectively, in investing activities. In 2025, the Company made strategic investments in publicly traded companies of $430,024, which was partially offset by cash proceeds obtained in connection with the sale of shares that were issued to the Company in connection with the sale of its Skincare business. In the three months ended March 31, 2024, the Company paid $50,000 towards the purchase of intangible assets.

Current wording

During the six months ended June 30, 2025 and 2024, we used $18,479 and $112,320, respectively, in investing activities. In 2025, the Company made strategic investments in publicly traded companies of $995,100 and advanced $127,300 under a short-term promissory note agreement. These outflows were offset by proceeds from the sale of investments of $1,109,921. In addition, the Company paid $6,000 towards the purchase of intangible assets, compared to $112,320 during the six-months ended June 30, 2024.

Previous wording

During the three months ended March 31, 2025, we had cash flow provided by financing activities of $2,943,185 compared to cash flow provided by financing activities of $Nil in the three months ended March 31, 2024. During the three months ended March 31, 2025, the Company raised $1,245,306 through the issuance of common stock and prefunded warrants, and $1,698,058 through the exercise of Series A warrants.

Current wording

During the six months ended June 30, 2025, we had cash flow provided by financing activities of $4,410,768, compared to $Nil in the six months ended June 30, 2024. During the six months ended June 30, 2025, the Company raised $1,245,306 through the issuance of common stock and prefunded warrants, $1,698,058 through the exercise of Series A warrants and $1,467,583 through the sale of shares of common stock pursuant to that certain At-the-Market Sales Issuance Agreement.

Previous wording

During the three months ended March 31, 2025 and 2024, the Company recorded ($58,838) and $55,339, respectively, in share-based compensation expense, of which $20,762 and ($79,600), and $5,029 and $50,310, respectively is included in office and administration and discontinued operations, respectively. Within discontinued operations for the years ended March 31, 2025 and 2024, ($73,768) and ($5,832), and $48,900 and $1,410, respectively is included in office and administration and research and development, respectively.

Current wording

During the six months ended June 30, 2025 and 2024, the Company recorded ($42,996) and $10,484, respectively, in share-based compensation expense, of which $36,604 and ($79,600), and $31,781 and ($21,297), respectively, is included in office and administration and discontinued operations, respectively. Within discontinued operations for six months ended June 30, 2025 and 2024, ($73,768) and ($5,832), and ($23,876) and $2,579, respectively is included in office and administration and research and development, respectively.

Previous wording

Determining the appropriate fair value model and the related assumptions requires judgment. During the three months ended March 31, 2025 and the year ended 2024, the fair value of each option grant was estimated using a Black-Scholes option-pricing model.

Current wording

Determining the appropriate fair value model and the related assumptions requires judgment. During the six months ended June 30, 2025 and the year ended 2024, the fair value of each option grant was estimated using a Black-Scholes option-pricing model.

Previous wording

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.

Current wording

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 or derivative instruments for trading purposes.