PMGC Holdings Inc.

As filed with the U.S. Securities and Exchange Commission on October 15, 2025.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

REGISTRATION STATEMENT

ON

FORMS-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

PMGC HOLDINGS INC.

(Exact name of registrant as specified in its charter)

120 Newport Center Drive, Ste. 249

Newport Beach, CA 92660

(888) 445-4886

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Graydon Bensler

Chief Executive Officer and Chief Financial Officer

PMGC Holdings Inc.

120 Newport Center Drive, Ste. 249

Newport Beach, CA 92660

(888) 445-4886

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

**Ross D. Carmel, Esq.

Sichenzia Ross Ference Carmel LLP

1185 Avenue of the Americas, 31 st Floor

New York, NY 10036

Telephone: (212) 658-0458

Approximate date of commencement of proposed sale to the public:As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box.☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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 to Section 7(a)(2)(B) of the Securities Act.☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission acting pursuant to said Section 8(a), may determine.

THE INFORMATION IN THIS PRELIMINARY PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION IS DECLARED EFFECTIVE. THIS PRELIMINARY PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND WE ARE NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

PRELIMINARY PROSPECTUS

Up to 5,000,000 Shares of Common Stock

PMGC Holdings Inc.

This prospectus relates to the offer and sale, from time to time, by certain selling security holders identified in this prospectus, or their permitted transferees, of up to 5,000,000 shares of common stock, par value $0.0001 per share (“Common Stock”), including: (i) 56,700 shares of Common Stock issued as commitment shares (“Commitment Shares”) to Streeterville Capital, LLC, a Utah limited company (“Streeterville”) under that certain Securities Purchase Agreement dated September 23, 2025 between us and Streeterville (“Purchase Agreement”), on the closing of the issuance and sale of Secured Pre-Paid Purchase # 1 (“Initial Pre-Paid Purchase Closing”) in the principal amount of $5,000,000 (“Initial Pre-Paid Purchase”), which closing took place on September 26, 2025 (“Initial Pre-Paid Purchase Closing Date”); (ii) 10,300 shares of Common Stock issued as pre-delivery shares (“Pre-Delivery Shares”) to Streeterville on the Initial Pre-Paid Purchase Closing Date; and (iii) 4,933,000 shares of Common Stock which may be sold, from time to time, to Streeterville under the Initial Pre-Paid Purchase or any additional Pre-Paid Purchases that are outstanding from time to time (such shares, together with the Warrant Shares, the Commitment Shares, and the Pre-Delivery Shares are collectively referred to herein as the “Shares”).

A majority of our shareholders have approved the issuances of the shares of Common Stock under the Purchase Agreement, the Initial Pre-Paid Purchase, and any additional Pre-Paid Purchases (as defined in the Purchase Agreement, and, together with the Purchase Agreement, the Initial Pre-Paid Purchase and the ancillary agreements to the Purchase Agreement, the “Transaction Documents”), including, without limitation, thepotential issuance of shares under the Transaction Documents in excess of the requirements of Nasdaq Listing Rule 5635(d). We have filed a Preliminary Information Statement pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and will file a Definitive Information Statement within the time frame prescribed by Section 14 of the Exchange Act. After 20 calendar days of mailing the Definitive Information Statement, we will be permitted to be issue shares of Common Stock under the Transaction Documents in excess of the requirements of Nasdaq Listing Rule 5635(d).

Included within the 4,933,000 offered by Streeterville under this prospectus are additional Pre-Delivery Shares that may be issued from time to time under the Initial Pre-Paid Purchase up to the Pre-Delivery Purchase Cap, as further described in this prospectus under the section titled “Private Placement of Securities - Equity Purchase Facility.”

See “Selling Shareholders” for additional information regarding the Selling Shareholders, including, but not limited to, the Purchase Agreement and the Initial Pre-Paid Purchase.

We are not selling any shares of our shares of Common Stock pursuant to this prospectus, and we will not receive any of the proceeds from the sale of shares of our Common Stock by the Selling Shareholders. We will bear all costs, expenses and fees in connection with the registration of the Common Stock. The Selling Shareholders will bear all commissions and discounts, if any, attributable to their respective sales of Common Stock. We are registering the securities for resale pursuant to the Transaction Documents. Our registration of the securities covered by this prospectus does not mean that the Selling Shareholders will offer or sell any of the shares of Common Stock issuable pursuant to the Transaction Documents. We cannot predict the total number of shares of Common Stock that will actually be issued under the Transaction Documents. See the section of this prospectus entitled “Selling Shareholders” for more information. However, the maximum gross proceeds we can receive under the equity purchase facility contemplated by the Purchase Agreement is $20 million, in the aggregate. See “Use of Proceeds.”

The Selling Shareholders may offer and sell the securities covered by this prospectus from time to time. The Selling Shareholders may offer and sell the securities covered by this prospectus in a number of different ways and at varying prices. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names and any applicable purchase price, fee, commission or discount arrangement between or among them will be set forth, or will be calculable from the information set forth, in any applicable prospectus supplement. See the sections of this prospectus entitled “About this Prospectus” and “Plan of Distribution” for more information. No securities may be sold without delivery of this prospectus and any applicable prospectus supplement describing the method and terms of the offering of such securities. You should carefully read this prospectus and any applicable prospectus supplement before you invest in our securities.

If necessary, the specific manner in which the Shares may be offered and sold will be described in a supplement to this prospectus.

We are an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), and a “smaller reporting company” and are subject to reduced public company reporting requirements. This prospectus complies with the requirements that apply to an issuer that is an emerging growth company.

Our Common Stock is listed on The Nasdaq Capital Market under the symbol “ELAB.” On October 14, 2025, the last reported sale price of the Common Stock was $9.03 per share.

On September 2, 2025, we effected a 1:3.5 reverse stock split of our issued and outstanding shares of Common Stock. All share numbers, option numbers, warrant numbers, other derivative security numbers and exercise prices appearing in this registration statement have been adjusted to give effect to this reverse stock split.

Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” beginning on page 19 of this prospectus, and under similar headings in any amendment or supplements to this prospectus.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is _______________, 2025.

TABLE OF CONTENTS

You should rely only on the information contained in this prospectus or any prospectus supplement or amendment. We have not authorized any other person to provide you with information that is different from, or adds to, that contained in this prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. We do not take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. You should assume that the information contained in this prospectus or any free writing prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our securities. Our business, financial condition, results of operations and prospects may have changed since that date. We are not making an offer of any securities in any jurisdiction in which such offer is unlawful.

No action is being taken in any jurisdiction outside the United States to permit a public offering of our securities or possession or distribution of this prospectus in that jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to this public offering and the distribution of this prospectus applicable to that jurisdiction.

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