PMGC Holdings Inc.
For the period ended Sep 30, 2025. Filed Nov 14, 2025.
View on SEC.govAbout 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.
Sep 30, 2025 · Filed Nov 14, 2025
ELAB$1.61-2.4%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-13.
0001213900-25-075234
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-14.
0001213900-25-110390
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 80 previous paragraphs and 102 current paragraphs.
51 unchanged; 23 reworded; 27 added; 5 removed; 1 previous and 1 current paragraphs rearranged.
Tables are not compared: 15 previous and 22 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (27)
Current report
As part of its diversification and growth strategy, the Company completed the following acquisitions during the third quarter of 2025:
Current report
Revenue
Current report
Revenue for the nine months ended September 30, 2025, was $285,948 as compared to $nil for the nine months September 30, 2024, an increase of $285,948. Revenue was generated by the Company’s newly acquired subsidiaries.
Current report
Our revenue by category is as follows:
Current report
Cost of Revenue
Current report
Cost of revenue for the nine months ended September 30, 2025, was $207,918 as compared to $nil for the nine months ended September 30, 2024.
Current report
The increase in cost of revenue is directly attributed to the increase in sales during the nine months ended September 30, 2025, compared to 2024. The following is a breakdown of the components of the cost of revenue:
Current report
Gross Profit
Current report
Gross profit for the nine months ended September 30, 2025, was $78,030, as compared to $nil for the nine months ended September 30, 2024, an increase of $78,030. This represents an overall gross margin percentage of 27% for the nine months ended September 30, 2025, compared to $nil in 2024. The increase in gross profit and gross margin percentage was primarily attributable to the inclusion of revenues generated from the newly acquired subsidiaries.
Current report
The following is a breakdown of gross profit percentage by category:
Current report
The gross margin percentage on the sale of IT packaging is negatively impacted by the fair value adjustment to inventory recorded as part of the purchase price allocation. This adjustment is expensed to cost of revenue as inventory is sold. Normalizing for this adjustment, the gross margin percentage on the sale of IT packaging would have been 45%.
Current report
Repairs and Maintenance
Current report
Repairs and maintenance expenses for the nine months ended September 30, 2025, were $312,579, with no comparable expense in the nine months ended September 30, 2024. Following the acquisition of AGA, the Company incurred cost on building maintenance, machine repair and recalibration of equipment. These costs were necessary to optimize operations and maintain the useful lives of equipment acquired in the acquisition.
Current report
Revenue, Cost of Revenue and Gross Margin
Current report
Refer to the analysis under the nine months ended September 30, 2025 above.
Current report
Marketing and promotion expenses for the three months ended September 30, 2025, were $64,484 compared to $11,258 for the three months ended September 30, 2024, an increase of $53,226, which is primarily attributable to increased marketing efforts to drive sales at the newly acquired businesses. AGA and Pacific Sun contributed $38,894 to marketing and promotion expenses since the acquisition.
Current report
Other income (expense) for the three months ended September 30, 2025, resulted in net loss of $417,117, compared to the net loss of $576,238 for the same period in 2024, representing a favorable variance of $159,121. The improvement was primarily driven by a decrease in interest expense and finance cost from $641,807 during the three months ended September 30, 2024, to $196,880 during the same period in 2025, an improvement of $444,927. This was partly offset by realized and unrealized losses on investments recorded during the three months ended September 30, 2025 of $256,332.
Current report
Business Combinations
Current report
The Company accounts for business combinations using the acquisition method of accounting in accordance with ASC 805, Business Combinations. Under this method, the purchase consideration transferred is measured at fair value on the acquisition date and allocated to the identifiable assets acquired and liabilities assumed based on their estimated fair values. Any excess of the purchase consideration over the fair value of the identifiable net assets acquired is recorded as goodwill.
Current report
Acquisition-related costs (such as legal, due diligence, and advisory fees) are expensed as incurred and presented within general and administrative expenses in the consolidated statements of operations.
Current report
Contingent consideration, if any, is recorded at fair value on the acquisition date and subsequently remeasured at each reporting period, with changes in fair value recognized in earnings in accordance with ASC 805-30-35 and ASC 450, Contingencies.
Current report
During the nine months ended September 30, 2025, the Company completed two acquisitions—Pacific Sun Packaging Inc. and AGA Precision Systems LLC—which were accounted for under ASC 805. The initial purchase price allocations are preliminary and subject to adjustment upon completion of final valuation analyses.
Current report
Revenue Recognition
Current report
Revenue is recognized in accordance with ASC 606, Revenue from Contracts with Customers, when control of the promised goods or services is transferred to the customer, in an amount that reflects the consideration the Company expects to receive.
Current report
For Pacific Sun Packaging Inc., revenue is recognized at a point in time upon shipment or delivery, as control transfers to the customer at that stage. For AGA Precision Systems LLC, revenue from CNC machining and precision component manufacturing is recognized over time using an input method based on labor hours or materials consumed, as the Company’s performance creates an asset that has no alternative use and there is an enforceable right to payment for performance completed to date.
Current report
Convertible debt and embedded derivative liabilities
Current report
Hybrid financial instruments with a convertible debt host contract and embedded derivative liability conversion feature are bifurcated and accounted for separately. The embedded derivative liability is initially and subsequently measured at fair value in accordance with ASC 815-15 Derivatives and Hedging — Embedded Derivatives. The convertible debt host contract is accounted for at amortized cost in accordance with ASC 470, Debt and Convertible Instruments.
Removed paragraphs (5)
Previous report
Forward-Looking Statements
Previous report
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 atwww.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.
Previous report
Other income (expense) for the three months ended June 30, 2025 resulted in net income of $434,028, compared to $3,331 for the same period in 2024, representing a favorable variance of $430,697. The increase was primarily attributable to a realized gain on investments of $95,184, an unrealized gain of $299,303 on investments, and interest income of $36,527 recognized in the current period, none of which were recorded in the comparative period. Additionally, the comparative period included $23,597 in interest expense, which did not recur in the current quarter. These increases were partially offset by a $26,864 gain on derivative liabilities recognized in the comparative period.
Previous report
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.
Previous report
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.
Reworded paragraphs (23)
Previous wording
Prior to entering into the Asset Purchase Agreement, the Company’s principal business was operating a skincare development company engaged in the design, manufacture, and marketing of skincare products in the skincare industry. After the sale of the skincare business, the Company changed its principal business. PMGC Holdings Inc. is a diversified holding company that manages and grows its portfolio through strategic acquisitions, investments, and development across various industries. The Company currently manages and operates a diverse portfolio of three wholly owned subsidiaries:
Current wording
Prior to entering into the Asset Purchase Agreement, the Company’s principal business was operating a skincare development company engaged in the design, manufacture, and marketing of skincare products in the skincare industry. After the sale of the skincare business, the Company changed its principal business. PMGC Holdings Inc. is a diversified holding company that manages and grows its portfolio through strategic acquisitions, investments, and development across various industries.
Previous wording
Comparison of the six months ended June 30, 2025 to the six months ended June 30, 2024
Current wording
Comparison of the nine months ended September 30, 2025 to the nine months ended September 30, 2024.
Previous wording
Research and development expenses for the six months ended June 30, 2025, were $99,108, compared to $55,553 for the six months ended June 30, 2024, an increase of $43,555. Research and Development related to the Company’s spending on clinical validation studies. The increase in research and development was mainly driven by the Company continuously working on its research project of EL-22 and the costs of its 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 nine months ended September 30, 2025, were $114,108 compared to $ 59,651 for the nine months ended September 30, 2024, an increase of $54,457. Research and development related to the Company’s spending on clinical validation studies. The increase in research and development was mainly driven by the Company continuously working on its research project of EL-22 and the costs of its 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 six months ended June 30, 2025 were $117,923, compared to $265,113 for the six months ended June 30, 2024, a decrease of $147,190. During the six months ended June 30, 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 six months ended June 30, 2025.
Current wording
Marketing and promotion expenses for the nine months ended September 30, 2025, were $182,407 compared to $276,371 for the nine months ended September 30, 2024, a decrease of $93,964. During the nine months ended September 30, 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 nine months ended September 30, 2025.
Previous wording
Office and Administration expenses for the six months ended June 30, 2025 were $528,870, compared to $280,800 for the six months ended June 30, 2024, an increase of $248,070. The increase was driven by higher business activity levels, general price increases, and a shift in cost responsibilities following the disposition of the Company’s skincare business.
Current wording
Office and administration expenses for the nine months ended September 30, 2025, were $1,255,413, compared to $447,874 for the nine months ended September 30, 2024, an increase of $807,539. The increase was driven by higher business activity levels, general price increases, and a shift in cost responsibilities following the disposition of the Company’s skincare business. The newly acquired subsidiaries, AGA and Pacific Sun contributed $164,548 to office and administrative expenses since the acquisition.
Previous 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.
Current wording
Consulting fees for the nine months ended September 30, 2025, were $1,367,005, compared to $784,420 for the nine months ended September 30, 2024, an increase of $582,585. 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 $616,800 (2024 – $20,000), 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.
Previous 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.
Current wording
Professional fees for the nine months ended September 30, 2025, were $939,754, compared to $266,433 for the nine months ended September 30, 2024, an increase of $673,321. 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 nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.
Previous wording
Investor relations expenses for the six months ended June 30, 2025 were $116,777, compared to $97,565 for the six months ended June 30, 2024, an increase of $19,212. The increase is primarily attributable to an increase in public relations and media coverage expenses during the first six months.
Current wording
Investor relations expenses for the nine months ended September 30, 2025, were $161,157, compared to $134,427 for the nine months ended September 30, 2024, an increase of $26,730. The increase is primarily attributable to an increase in public relations and media coverage expenses during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.
Previous 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.
Current wording
Other income (expense) for the nine months ended September 30, 2025, amounted to a net loss of $362,176, compared to net loss of $317,054 for the nine months ended September 30, 2024, representing an unfavorable variance of $45,122. The variance was primarily driven by a realized loss on investments of $397,365 in the nine months ended September 30, 2025, whereas no such losses were recognized in the prior period. Additionally, the comparative period included a $367,277 fair value gain on derivative liabilities, which did not recur in the period. Partially offsetting these declines, the Company recognized a $129,613 gain on the termination of an intangible asset, an unrealized gain of $8,438 on investments and interest income of $89,789, compared to only $245 in the prior year. Interest expense and finance cost also declined to $207,356 from $684,576, reflecting lower financing cost during the nine months ended September 30, 2025.
Previous 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.
Current wording
Research and development expenses for the three months ended September 30, 2025, were $15,000 compared to $4,098 for the three months ended September 30, 2024, an increase of $10,902. 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 its research project of EL-22 and the costs of its Type B pre-Investigational New Drug (“pre-IND”) meeting with the U.S. Food and Drug Administration.
Previous 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.
Current wording
Office and Administration expenses for the three months ended September 30, 2025, were $726,543, compared to $167,074 for the three months ended September 30, 2024, an increase of $559,469. The increase was driven by higher business activity levels, general price increases, and a shift in cost responsibilities following the disposition of the Company’s skincare business. The newly acquired subsidiaries, AGA and Pacific Sun contributed $164,548 to office and administrative expenses since the acquisition.
Previous wording
Consulting fees for the three months ended June 30, 2025, were $198,345, compared to $179,843 for the three months ended June 30, 2024, an increase of $18,502. The Company’s Chief Executive Officer, Chief Financial Officer, and Chairman provide services in a consulting capacity.. The increase was primarily driven by higher fees under the GB Capital and Northstrive agreements. These increases were partially offset by lower external consulting expenses, as no comparable services were incurred during the current period.
Current wording
Consulting fees for the three months ended September 30, 2025, were $621,103, compared to $226,104 for the three months ended September 30, 2024, an increase of $394,999. 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 $316,800 (2024 – $nil), representing contractual bonuses approved by the Board of Directors and the Compensation Committee. The remaining increase was driven by higher fees under the GB Capital and Northstrive agreements, as well as an increase in external consulting services to support due diligence and post-acquisition integration.
Previous wording
Professional fees for the three months ended June 30, 2025, totaled $284,175, an increase of $235,469 compared to $48,706 for the same period in 2024. 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, business acquisition due diligence, and financing efforts conducted compared to 2024.
Current wording
Professional fees for the three months ended September 30, 2025, totaled $389,111, an increase of $214,674 compared to $174,437 for the same period in 2024. 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, business acquisition due diligence, and financing efforts conducted compared to 2024.
Previous 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.
Current wording
Investor relations expenses for the three months ended September 30, 2025, were $44,380, compared to $36,862 for the three months ended September 30, 2024, representing an increase of $7,518. The increase is primarily attributable to an increase in public relations and media coverage expenses during the current quarter.
Previous 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.
Current wording
As of September 30, 2025, we had cash of $7,700,562 and as of December 31, 2024, we had cash of $3,984,453. The increase between December 31, 2024 and September 30, 2025 was attributable to cash provided by financing activities exceeding cash used in operating and investing activities. As of September 30, 2025 and December 31, 2024, the Company had a net working capital of $4,310,939 and $4,251,867, respectively, and has an accumulated deficit of $18,034,757 and $13,269,627, respectively. Furthermore, for the nine months ended September 30, 2025, and 2024, the Company incurred a net loss of $4,765,130 and $4,310,998, respectively and used $4,183,881 and $3,486,435, 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
Cash Flow from Operating Activities
Current wording
Cash Flow from Operating Activities (continuing operations)
Previous 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.
Current wording
For the nine months ended September 30, 2025, net cash flows used in operating activities was $4,030,812 compared to $1,244,723 used during the nine months ended September 30, 2024, primarily due to net loss from continuing operations and timing of settlement of assets and liabilities.
Previous wording
Cash Flows from Investing Activities
Current wording
Cash Flows from Investing Activities (continuing operations)
Previous 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.
Current wording
During the nine months ended September 30, 2025, the Company used $2,216,512 in investing activities, compared to $162,320 during the same period in 2024. The increase primarily reflects strategic investments and acquisition activity undertaken in 2025. The Company invested $1,564,059 in publicly traded securities, advanced $127,300 under a short-term promissory note, and completed the acquisitions of AGA and Pacific Sun for net cash of $1,669,787. These outflows were partially offset by $1,246,228 in proceeds from the sale of investments. The Company also paid $6,000 for intangible assets and $95,594 for capital asset purchases, compared to $162,320 and $nil, respectively, during the nine months ended September 30, 2024.
Previous 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.
Current wording
During the nine months ended September 30, 2025, we had cash flow provided by financing activities of $10,116,739 compared to $6,757,501 in the nine months ended September 30, 2024. During the nine months ended September 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, $1,672,104 through the sale of shares of common stock pursuant to that certain At-the-Market Sales Issuance Agreement, $1,511,443 through the exercise of replacement warrants issued on January 27, 2025 and $3,990,007 through the initial pre-paid purchase under the Company’s equity purchase facility with a certain investor.
Previous wording
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.
Current wording
Nonemployees - During June 2018, the FASB issued 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.
Previous 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.
Current wording
During the nine months ended September 30, 2025 and 2024, the Company recorded $(29,817) and $57,521, respectively, in share-based compensation expense, of which $49,785 and ($79,600), and $67,942 and $(10,421), respectively is included in office and administration and discontinued operations, respectively. Within discontinued operations for the nine months ended September 30, 2025 and 2024, ($73,768) and ($5,832), and $(13,964) and $3,543, 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 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.
Current wording
Determining the appropriate fair value model and the related assumptions requires judgment. During the nine months ended September 30, 2025 and the year ended 2024, the fair value of each option grant was estimated using a Black-Scholes option-pricing model.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
The Company currently manages and operates a diverse portfolio of five wholly owned subsidiaries:
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
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.