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$1.69+7.0%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 1. Financial Statements
Condensed Consolidated Financial Statements of
PMGC Holdings Inc. (formerly Elevai Labs Inc.)
For the quarterly periods ended September 30, 2025, and 2024
(Unaudited - Expressed in United States Dollars)
Condensed Consolidated Balance Sheets
(Unaudited - Expressed in United States dollar)
| As of: | September 30, 2025 | December 31, 2024 |
|---|---|---|
| ASSETS | ||
| Current Assets | ||
| Cash | $7,700,562 | $3,984,453 |
| Receivables, net | 271,492 | 5,276 |
| Prepaids and deposits | 770,098 | 868,464 |
| Inventory | 128,469 | - |
| Other receivables | 97,940 | - |
| Investment in securities- current | 804,070 | - |
| Assets held for sale | - | 1,192,808 |
| Total Current Assets | 9,772,631 | 6,051,001 |
| Operating lease right-of-use-assets | 1,243,742 | |
| Investment in securities-noncurrent | - | 139,084 |
| Property and equipment, net | 413,446 | 1,087 |
| Intangibles, net | 2,548,664 | 2,801,993 |
| Goodwill | 959,535 | - |
| TOTAL ASSETS | $14,938,018 | $8,993,165 |
| LIABILITIES | ||
| Current Liabilities | ||
| Accounts payable and accrued liabilities | $553,879 | $481,001 |
| Due to related parties | 486,848 | 419,217 |
| Current portion of consideration payable | 315,865 | 350,000 |
| Current portion of operating lease liability | 229,229 | - |
| Derivative liabilities | 681,818 | - |
| Convertible debt | 3,194,053 | - |
| Liabilities held for sale | - | 548,916 |
| Total Current Liabilities | 5,461,692 | 1,799,134 |
| Operating lease liability | 985,671 | - |
| Consideration payable | - | 534,467 |
| TOTAL LIABILIITES | $6,447,363 | $2,333,601 |
| Commitments and Contingencies | ||
| EQUITY | ||
| Preferred stock $0.0001 par value; 500,000,000 stock authorized: | ||
| Series B preferred stock, 6,372,874 and Nil shares issued and outstanding as of September 30, 2025, and December 31, 2024, respectively | 637 | - |
| Common stock, $0.0001 par value, 2,000,000,000 shares authorized; 744,121 and 125,421 shares issued and outstanding as of September 30, 2025, and December 31, 2024, respectively (1) | 74 | 12 |
| Additional paid-in capital | 26,525,454 | 19,929,516 |
| Accumulated other comprehensive income | (753) | (337) |
| Accumulated deficit | (18,034,757) | (13,269,627) |
| TOTAL EQUITY | 8,490,655 | 6,659,564 |
| TOTAL LIABILITIES AND EQUITY | $14,938,018 | $8,993,165 |
| (1) | Reflects retrospectively the 1-for-200 reverse stock split that became effective on November 27, 2024, the subsequent 1-for-7 reverse stock split that became effective March 10, 2025, and the 1 for 3.5 reverse stock split that became effective on September 2, 2025. On a combined basis, this reflects retrospectively a reverse stock split of 1-for-4,900. Refer to Note 1, “Organization and nature of operations” |
Condensed Consolidated Statements of Operations and Comprehensive Loss
| Three months ended September 30, 2025 | Three months ended September 30, 2024 | Nine months ended September 30, 2025 | Nine months ended September 30, 2024 | |
|---|---|---|---|---|
| Revenue | 285,948 | - | 285,948 | - |
| Total revenue | 285,948 | - | 285,948 | - |
| Cost of Goods Sold | 207,918 | - | 207,918 | - |
| Gross margin | 78,030 | - | 78,030 | - |
| Operating expenses | ||||
| Depreciation and amortization | 35,284 | 136 | 36,389 | 412 |
| Marketing and promotion | 64,484 | 11,258 | 182,407 | 276,371 |
| Consulting fees | 621,103 | 226,104 | 1,367,005 | 784,420 |
| Office and administrative | 726,543 | 167,074 | 1,255,413 | 447,874 |
| Professional fees | 389,111 | 174,437 | 939,754 | 266,433 |
| Investor relations | 44,380 | 36,862 | 161,157 | 134,427 |
| Research and development | 15,000 | 4,098 | 114,108 | 59,651 |
| Repairs and maintenance | 312,579 | - | 312,579 | - |
| Foreign exchange (gain) loss | 4,174 | (991) | 3,677 | 990 |
| Travel and entertainment | 64,273 | 6,637 | 119,684 | 11,253 |
| Total operating expenses | $2,276,931 | 625,615 | 4,492,173 | 1,981,831 |
| Net loss from continuing operations before other income (expense) | $(2,198,901) | (625,615) | (4,414,143) | (1,981,831) |
| Other income (expense) | ||||
| Finance cost | (179,479) | - | (179,479) | - |
| Change in fair value of derivative liabilities | - | 65,474 | - | 367,277 |
| Gain on the termination of intangible assets | - | - | 129,613 | - |
| Interest income | 24,406 | 95 | 89,789 | 245 |
| Interest expense | (17,401) | (641,807) | (27,877) | (684,576) |
| Dividend income | 5,775 | - | 8,791 | - |
| Other Income | 5,914 | - | 5,914 | - |
| Realized gain (loss) on investments | (25,871) | - | (397,365) | - |
| Unrealized gain (loss) on investments | (230,461) | - | 8,438 | - |
| Net loss from continuing operations | $(2,616,018) | (1,201,853) | (4,776,319) | (2,298,885) |
| Loss from discontinued operations (Note 4) | 21,698 | (299,404) | 11,189 | (2,012,113) |
| Total net loss | (2,594,320) | (1,501,257) | (4,765,130) | (4,310,998) |
| Other comprehensive income (loss) | ||||
| Currency translation adjustment | 469 | (1,014) | (416) | 26 |
| Total comprehensive loss | $(2,593,851) | (1,502,271) | (4,765,546) | (4,310,972) |
| Basic and diluted loss per share | ||||
| Continuing operations | $(4.950) | (265.779) | (13.731) | (589.609) |
| Discontinued operations | $0.041 | (66.211) | 0.032 | (516.059) |
| Weighted average shares outstanding(1) | 528,472 | 4,522 | 347,847 | 3,899 |
| (1) | Reflects retrospectively the 1-for-200 reverse stock split that became effective on November 27, 2024, the subsequent 1-for-7 reverse stock split that became effective March 10, 2025, and the 1 for 3.5 reverse stock split that became effective on September 2, 2025. On a combined basis, this reflects retrospectively a reverse stock split of 1-for-4,900. Refer to Note 1, “Organization and nature of operations” |
Condensed Consolidated Statements of Changes in Stockholders’ Equity
| 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, June 30, 2024(1) | 3,857 | - | - | - | 12,472,025 | (9,833,631) | 1,242 | 2,639,636 |
| Issued and issuable shares for acquisition of intangible assets | 125 | - | - | - | - | - | - | - |
| Issued pursuant to public offering | 5,831 | 1 | - | - | 7,044,999 | - | - | 7,045,000 |
| Issued pursuant to Securities Purchase Agreement | 265 | - | - | - | 325,819 | - | - | 325,819 |
| Share-based compensation | - | - | - | - | 47,038 | - | - | 47,038 |
| Net loss for the period | - | - | - | - | - | (1,501,257) | - | (1,501,257) |
| Currency translation adjustment | - | - | - | - | (1,014) | (1,014) | ||
| Balance, September 30, 2024(1) | 10,078 | 1 | - | - | 19,889,881 | (11,334,888) | 228 | 8,555,222 |
| Balance, June 30, 2025(1) | 422,165 | 42 | 6,372,874 | 637 | 24,490,155 | (15,440,437) | (1,222) | 9,049,175 |
| Issuance of common stock under ATM program | 18,358 | 2 | - | - | 204,519 | - | - | 204,521 |
| Exercise of replacement warrants | 236,545 | 23 | - | - | 1,511,420 | - | - | 1,511,443 |
| Issuance of commitment shares of ELOC | 56,700 | 6 | - | - | 306,174 | - | - | 306,180 |
| Issuance of Pre-Delivery shares of ELOC | 10,300 | 1 | 6 | - | 7 | |||
| Round-up shares due to the stock split | 53 | - | - | - | - | |||
| Share-based compensation | - | - | - | - | 13,180 | - | - | 13,180 |
| Net loss for the period | - | - | - | - | - | (2,594,320) | - | (2,594,320) |
| Currency translation adjustment | - | - | - | - | - | - | 469 | 469 |
| Balance, September 30, 2025 | 744,121 | 74 | 6,372,874 | 637 | 26,525,454 | (18,034,757) | (753) | 8,490,655 |
| (1) | Reflects retrospectively the 1-for-200 reverse stock split that became effective on November 27, 2024, the subsequent 1-for-7 reverse stock split that became effective March 10, 2025, and the 1 for 3.5 reverse stock split that became effective on September 2, 2025. On a combined basis, this reflects retrospectively a reverse stock split of 1-for-4,900. Refer to Note 1, “Organization and nature of operations” |
Condensed Consolidated Statements of Changes in Stockholders’ Equity
| 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, January 1, 2024(1) | 3,538 | - | - | - | 10,850,764 | (7,023,890) | 202 | 3,827,076 |
| Issued and issuable shares for acquisition of intangible assets | 444 | - | - | - | 1,610,778 | - | - | 1,610,778 |
| Issued pursuant to public offering | 5,831 | 1 | - | - | 7,044,999 | - | - | 7,045,000 |
| Issued pursuant to Securities Purchase Agreement | 265 | - | - | - | 325,819 | - | - | 325,819 |
| Share-based compensation | - | - | - | - | 57,521 | - | - | 57,521 |
| Net loss for the period | - | - | - | - | - | (4,310,998) | - | (4,310,998) |
| Currency translation adjustment | - | - | - | - | - | - | 26 | 26 |
| Balance, September 30, 2024 | 10,078 | 1 | - | - | 19,889,881 | (11,334,888) | 228 | 8,555,222 |
| Balance, January 1, 2025 | 125,421 | 12 | - | - | 19,929,516 | (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 | 3,554 | - | - | - | 43,535 | - | - | 43,535 |
| Exercise of Series A Warrants | 39,565 | 4 | - | - | 1,698,054 | - | - | 1,698,058 |
| Issued pursuant to the registered direct offering | 36,899 | 4 | - | - | 1,245,302 | - | - | 1,245,306 |
| Repurchase of shares and warrants | (12) | - | - | - | (179) | - | - | (179) |
| Round up shares due to reverse stock splits | 78 | - | - | - | - | - | - | - |
| Exercise of Pre-funded Warrants | 47,230 | 5 | - | - | (5) | - | - | - |
| Issuance of common stock under ATM program | 187,843 | 19 | - | - | 1,672,085 | - | - | 1,672,104 |
| Exercise of replacement warrants | 236,543 | 23 | - | - | 1,511,420 | - | - | 1,511,443 |
| Issuance of commitment shares of ELOC | 56,700 | 6 | - | - | 306,174 | - | - | 306,180 |
| Issuance of Pre-Delivery shares of ELOC | 10,300 | 1 | - | - | 6 | - | - | 7 |
| Share-based compensation | - | - | - | - | (29,817) | - | - | (29,817) |
| Net loss for the period | - | - | - | - | - | (4,765,130) | - | (4,765,130) |
| Currency translation adjustment | - | - | - | - | - | - | (416) | (416) |
| Balance, September, 2025 | 744,121 | 74 | 6,372,874 | 637 | 26,525,454 | (18,034,757) | (753) | 8,490,655 |
Condensed Consolidated Statements of Cash Flows
For the nine months ended September 30, 2025, and 2024
| September 30, 2025 | September 30, 2024 | |
|---|---|---|
| Operating activities | ||
| Net loss | $(4,765,130) | $(4,310,998) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||
| Depreciation and amortization | 36,906 | 9,715 |
| Finance cost | 179,479 | - |
| Share-based compensation | (29,817) | 57,521 |
| Straight-line rent expense | (30,633) | (2,069) |
| Change in fair value of derivative liabilities | - | (367,277) |
| Non-cash interest expense | 27,081 | 671,578 |
| Research and development costs for intangible assets | 14,358 | 61,019 |
| Gain on termination of intangible asset | (129,613) | - |
| Loss on the sale of Skincare | 39,676 | - |
| Realized loss on sale of investments | 397,365 | - |
| Unrealized gain on investments | (8,438) | - |
| Changes in operating assets and liabilities: | ||
| Receivables | (81,811) | 8,266 |
| Prepaid expenses and deposits | 194,882 | 283,722 |
| Inventory | 124,497 | (490,754) |
| Accounts payable and accrued liabilities | 265,541 | 383,119 |
| Customer deposits | (20,496) | 2,890 |
| Due to related parties | (397,728) | 206,833 |
| Cash flows used in operating activities1 | $(4,183,881) | $(3,486,435) |
| Investing activities | ||
| Purchase of equipment | (95,594) | (9,160) |
| Purchase of investments | (1,564,059) | - |
| Proceeds from sale of investments | 1,246,228 | - |
| Issuance of promissory note | (127,300) | - |
| Purchase of intangible assets | (6,000) | (162,320) |
| Net cash paid in business combinations | (1,669,787) | - |
| Cash flows used in investing activities1 | $(2,216,512) | $(171,480) |
| Financing activities | ||
| Exercise of Series A warrants, net | 1,698,058 | - |
| Proceeds from the registered direct offering, net | 1,245,306 | - |
| Proceeds from issuance of common stock and warrants, net | - | 6,993,059 |
| Proceeds from issuance of Notes, net | - | 914,442 |
| Repayment of Notes | - | (1,150,000) |
| Repurchase of shares and warrants | (179) | - |
| Issuance of common stock under ATM agreement, net | 1,672,104 | - |
| Exercise of replacement warrants, net | 1,511,443 | - |
| Proceeds from the initial Pre-Paid Purchase of ELOC, net | 3,990,007 | - |
| Cash flows provided by financing activities | $10,116,739 | $6,757,501 |
| Effect of exchange rate changes on cash | (237) | (767) |
| Increase(decrease) in cash | 3,716,109 | 3,098,819 |
| Cash, beginning of period | 3,984,453 | 3,326,851 |
| Cash, ending of period | $7,700,562 | $6,425,670 |
Condensed Consolidated Statements of Cash Flows
For the nine months ended September 30, 2025, and 2024
| Supplemental cash flow information: | ||
|---|---|---|
| Cash paid for interest | $14,389 | $23,248 |
| Cash paid for taxes | - | - |
| Non-cash Investing and Financing transactions: | ||
| Common stock issued and issuable on acquisition of intangible asset | 43,535 | 1,610,778 |
| 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 | - |
| Commitment shares on the ELOC | 306,180 | - |
| 1 | Refer to Note 4 for disclosure of cash flows used in operating and investing activities of discontinued operations. |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.