PMGC Holdings Inc.
For the period ended Dec 31, 2025. Filed Mar 30, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 30, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒ ANNUAL REPORT PURUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31,2025
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File Number:001-41875
PMGC HOLDINGS INC.
(Exact name of registrant as specified in its charter)
| Nevada | 33-2382547 |
|---|---|
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
120 Newport Center Drive
Newport Beach, CA 92660
(Address of principal executive office) (Zip code)
(888) 445-4886
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | Trading Symbol(s) | Name of each exchange on which registered: |
|---|---|---|
| Common Stock, par value $0.0001 per share | ELAB | The Nasdaq Stock Market LLC |
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant Section 13 or 15(d) of the Exchange Act. Yes☐ No ☒
Note- Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
|---|---|---|---|
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| Emerging growth company | ☒ | ||
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 pursuant to Section 13(a) of the Exchange Act.☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐ No☒
The aggregate market value of the voting and non-voting shares of the Company’s common stock held by non-affiliates as of June 30, 2025 was approximately $100,998,123.54 based on the closing price reported for such date on the Nasdaq Capital Market.
As of March 30, 2026, there were 1,159,112 of the registrant’s common stock, par value $0.0001 per share, issued and outstanding.
PMGC HOLDINGS INC.
ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED
DECEMBER 31, 2025
| Page | ||
|---|---|---|
| PART I | 1 | |
| ITEM 1. | Business | 1 |
| ITEM 1A. | Risk Factors | 25 |
| ITEM 1B. | Unresolved Staff Comments | 46 |
| ITEM 1C. | Cybersecurity | 46 |
| ITEM 2. | Properties | 47 |
| ITEM 3. | Legal Proceedings | 47 |
| ITEM 4. | Mine Safety Disclosures | 47 |
| PART II | 48 | |
| ITEM 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 48 |
| ITEM 6. | Reserved | 48 |
| ITEM 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 48 |
| ITEM 7A. | Quantitative and Qualitative Disclosures about Market Risk | 57 |
| ITEM 8. | Financial Statements and Supplementary Data | 57 |
| ITEM 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 57 |
| ITEM 9A. | Controls and Procedures | 58 |
| ITEM 9B. | Other Information | 58 |
| ITEM 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 58 |
| PART III | 59 | |
| ITEM 10. | Directors, Executive Officers and Corporate Governance | 59 |
| ITEM 11. | Executive Compensation | 65 |
| ITEM 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 79 |
| ITEM 13. | Certain Relationships and Related Transactions, and Director Independence | 80 |
| ITEM 14. | Principal Accounting Fees and Services | 89 |
| PART IV | 90 | |
| ITEM 15. | Exhibits and Financial Statement Schedules | 90 |
| SIGNATURES | 93 | |
i
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K (this “Annual Report”) contains forward-looking statements regarding our business, financial condition, results of operations, and prospects. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” and similar expressions or variations of such words are intended to identify forward-looking statements but are not deemed to represent an all-inclusive means of identifying forward-looking statements as denoted in this Annual Report. Additionally, statements concerning future matters are forward-looking statements.
Although forward-looking statements in this Annual Report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties, and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those specifically addressed under the headings “Risks Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” You are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this Annual Report. We file reports with the SEC. The SEC maintains a website (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us.
We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this Annual Report, except as required by law. Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this Annual Report, which are designed to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.
DEFINITIONS OF FREQUENTLY USED TERMS
Except where the context otherwise requires and for purposes of this Annual Report only, references to:
| ● | “Board” or “Board of Directors” refers to the Board of Directors of the Company. |
| ● | “cGMP” are to current good manufacturing practices. |
| ● | “Common Stock” are to our Common Stock with a par value of $0.0001 per share. |
| ● | “Exchange Act” are to the United States Securities Exchange Act of 1934, as amended; |
| ● | “FDA” are the U.S. Food and Drug Administration. |
| ● | “SEC” or “Securities and Exchange Commission” are to United States Securities and Exchange Commission; |
| ● | “Securities Act” are to the U.S. Securities Act of 1933, as amended; and |
| ● | “PMGC”, “our business”, “our Company”, “Company”, “we”, “us”, “our” and “Group” are to PMGC Holdings Inc., a Nevada corporation, and, unless the context requires otherwise, its subsidiaries. |
ii
SUMMARY OF MATERIAL RISKS RELATED TO OUR COMPANY
Risks Related to our Financial Condition and Capital Structure
| ● | Our financial statements have been prepared on a going-concern basis and our continued operations are in doubt. |
| ● | We have a history of net losses, and we may not be able to achieve or maintain profitability in the future. |
| ● | Our operating cash consumption significantly exceeds our revenue, and we may not be able to fund our operations without continued access to the capital markets. |
| ● | We will need additional capital to conduct our operations and develop our products and businesses, and our ability to obtain the necessary funding is uncertain. |
| ● | We have conducted multiple reverse stock splits in a short period of time, which may adversely affect the market price of our Common Stock and investor confidence. |
Risks Related to our Holding Company Structure and Acquisition Strategy
| ● | We may not achieve expected operational, strategic, or financial benefits from managing multiple subsidiaries under a single corporate structure. Our subsidiaries may operate independently with limited synergies, and the costs associated with maintaining a diversified platform—including corporate overhead, compliance costs, management attention and reporting requirements—may outweigh the benefits. If the anticipated advantages of our holding company structure do not materialize, our financial condition and results of operations could be adversely affected. |
| ● | Our growth strategy depends on acquisitions, which involve significant risks and uncertainties. |
| ● | Potential business combinations could require significant management attention, prove difficult to integrate, and adversely affect our operating results. |
| ● | The purchase price allocations for our acquisitions may be preliminary and subject to adjustment, which could materially affect our reported financial results. |
Risks Related to our Operating Subsidiaries
| ● | Our biotechnology subsidiary, Northstrive Biosciences, is at an early stage of product development, and we may not develop products that can be successfully commercialized. |
| ● | Pacific Sun Packaging’s revenue depends on the IT hardware industry, which is subject to cyclical and secular changes. |
| ● | AGA Precision Systems operates in industries subject to stringent regulatory requirements, including International Traffic in Arms Regulations. |
| ● | AGA Precision Systems has historically operated without a formal sales and marketing function, which may limit its growth. |
Risks Related to our Investment Activities (PMGC Capital)
| ● | PMGC Capital LLC may be deemed an “investment company” under the Investment Company Act of 1940, which could impose significant regulatory burdens. |
| ● | PMGC Capital’s investment activities subject us to market risk, and we may incur losses on our investment portfolio. |
iii
Risks Related to Regulatory, Legal and Intellectual Property Matters
| ● | We may become subject to litigation, regulatory proceedings, or governmental investigations that could be costly and time-consuming. |
| ● | Changes in U.S. trade policy, tariffs, and international relations could adversely affect our supply chain and cost structure. |
| ● | If we fail to protect or enforce our intellectual property, others could compete against us more directly and we may not be able to compete effectively in our market. |
| ● | Certain of our technology may not be subject to protection through patents, which leaves us vulnerable to theft of our technology. |
Risks Related to our Management and Governance
| ● | Our corporate governance documents and Nevada law may have anti-takeover effects that could discourage, delay, or prevent a change in control. |
| ● | If we lose key personnel or are unable to attract and retain qualified personnel, we may be unable to execute our business plan. |
| ● | Graydon Bensler serves as both our Chief Executive Officer and Chief Financial Officer, which presents governance risks and limitations. |
| ● | Significant related-party transactions with entities controlled by our executive officers and directors may present conflicts of interest. |
| ● | We have previously identified a material weakness in our internal control over financial reporting, and there can be no assurance that additional material weaknesses will not be identified in the future. |
Risks Related to the Ownership of our Securities
| ● | Our Common Stock may be affected by limited trading volume and price fluctuations, which could adversely impact the value of our Common Stock. |
| ● | We have a significant number of shares of Series B Preferred Stock outstanding with voting rights that may dilute the voting power of Common Stock holders. |
| ● | We may not be able to continue to satisfy listing requirements of Nasdaq to maintain a listing of our Common Stock. |
| ● | We currently do not intend to declare dividends on our Common Stock in the foreseeable future and, as a result, your returns on your investment may depend solely on the appreciation of our common stock. |
iv
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.