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

ELAB$1.69+7.0%Stored close · as of Nov 10, 2026

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Contents

Item 15. Exhibits and Financial Statement Schedules

(1)	Financial Statements:

The audited balance sheet of the Company as of December 31, 2025, the related statements of operations and comprehensive loss, changes in stockholders’ equity and cash flows for the year then ended, the footnotes thereto, and the report of HTL International, LLC, independent auditors, are filed herewith.

(2)	Financial Schedules:

None

Financial statement schedules have been omitted because they are either not applicable or the required information is included in the financial statements or notes hereto.

(3)

Exhibits:

The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Report.

(b)	The following are exhibits to this Report and, if incorporated by reference, we have indicated the document previously filed with the SEC in which the exhibit was included.

Certain of the agreements filed as exhibits to this Report contain representations and warranties by the parties to the agreements that have been made solely for the benefit of the parties to the agreement. These representations and warranties:

●	may have been qualified by disclosures that were made to the other parties in connection with the negotiation of the agreements, which disclosures are not necessarily reflected in the agreements;

●	may apply standards of materiality that differ from those of a reasonable investor; and

●	were made only as of specified dates contained in the agreements and are subject to subsequent developments and changed circumstances.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date that these representations and warranties were made or at any other time. Investors should not rely on them as statements of fact.

Exhibit Number	Description
3.1	Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Company’s registration statement on Form S-1, filed with the SEC on February 11, 2025).
3.2	Bylaws of Registrant (incorporated by reference to Exhibit 3.2 to the Company’s registration statement on Form S-1, filed with the SEC on February 11, 2025)
3.3	Certificate of Designations, Rights, and Preferences of Series B Preferred Stock. (incorporated by reference to Exhibit 3.3 to the Company’s registration statement on Form S-1, filed with the SEC on February 11, 2025)
3.4	Amended and Restated Certificate of Designations, Rights, and Preferences of Series B Preferred Stock (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K, filed with the SEC on February 27, 2025).
3.5	Certificate of Amendment to the Amended and Restated Certificate of Designations, Rights, and Preferences of Series B Preferred Stock (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K, filed with the SEC on February 27, 2025).
3.6	Certificate of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K, filed with the SEC on March 6, 2025).
3.7	Certificate of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K, filed with the SEC on September 4, 2025).
3.8	Certificate of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K, filed with the SEC on September 17, 2025).
10.1+	2025 Equity Incentive Plan
10.2	Form of Warrant Inducement Agreement (incorporated by reference to Exhibit 10.23 to the Company’s registration statement on Form S-1, filed with the SEC on February 11, 2025).
10.3	Form of Warrant (incorporated by reference to Exhibit 10.24 to the Company’s registration statement on Form S-1, filed with the SEC on February 11, 2025).
10.4	Mutual Termination of License Agreement dated as of February 27, 2025, by and between the Company and INmune Bio, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Fork 8-K, filed with the SEC on March 3, 2025)
10.5	Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed with the SEC on March 27, 2025).
10.6	Form of Placement Agency Agreement between the Company and Univest (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, filed with the SEC on March 27, 2025).
10.7	Form of First Amendment to License Agreement between Northstrive Biosciences Inc. and MOA Life Plus Co., Ltd (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K, filed with the SEC on March 27, 2025).
10.8	Amendment No. 2 to Second Amended and Restated Consulting Agreement for Non-Executive Chairman between the Company and Northstrive Companies Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed with the SEC on April 8, 2025).
10.9	Amendment No. 2 to Second Amended and Restated Consulting Agreement for Non-Employee Chief Executive Officer between the Company and GB Capital Ltd (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, filed with the SEC on April 8, 2025).
10.10	Form of At-The-Market Issuance Sales Agreement between the Company and Univest (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed with the SEC on April 24, 2025).
10.11	Secondment Agreement between the Company and Northstrive Companies Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed with the SEC on May 13, 2025).
10.12	Second Amendment to License Agreement between Northstrive Biosciences Inc. and MOA Life Plus Co., Ltd. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed with the SEC on May 16, 2025).+
10.13	Binding Term Sheet between Northstrive Biosciences Inc. and Modulant Biosciences LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, filed with the SEC on May 16, 2025).+
10.14	Membership Interest Purchase Agreement by and between the Company, Jeffrey Uhrig, and AGA Precision Systems LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed with the SEC on July 22, 2025).
10.15	Secondment Agreement between the Company and GB Capital Ltd (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed with the SEC on July 31, 2025).
10.16	Amendment No. 3 to Second Amended and Restated Consulting Agreement for Non-Executive Chairman between the Company and Northstrive Companies Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed with the SEC on August 18, 2025).
10.17	Amendment No. 3 to Second Amended and Restated Consulting Agreement for Non-Employee Chief Executive Officer between the Company and GB Capital Ltd (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, filed with the SEC on August 18, 2025).
10.18	Form of Warrant Inducement Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed with the SEC on August 25, 2025).
10.19	Form of Securities Purchase Agreement dated September 23, 2025 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed with the SEC on September 29, 2025).
10.20	Form of Secured Pre-Paid Purchase (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, filed with the SEC on September 29, 2025).
10.21	Form of Guaranty (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K, filed with the SEC on September 29, 2025).

10.22	Form of Security Agreement (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K, filed with the SEC on September 29, 2025).
10.23	Form of Pledge Agreement (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K, filed with the SEC on September 29, 2025).
10.24	Form of Placement Agency Agreement (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K, filed with the SEC on September 29, 2025).
10.25	Stock Purchase Agreement dated July 7, 2025 (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q, filed with the SEC on November 14, 2025).
10.26	Amendment No. 1 to the Secondment Agreement between the Company and GB Capital Ltd dated October 16, 2025 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed with the SEC on October 21, 2025).
10.27	Amendment No. 1 to the Secondment Agreement between the Company and Northstrive Companies Inc. dated October 16, 2025 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, filed with the SEC on October 21, 2025).
10.28	Amendment No. 4 to the Consulting and Services Agreement for Non-Employee Chief Executive Officer dated October 16, 2025 between the Company and GB Capital (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K, filed with the SEC on October 21, 2025).
10.29	Amendment No. 4 to the Consulting and Services Agreement for Non-Employee, Non-Executive Chairman dated October 16, 2025 between the Company and Northstrive (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K, filed with the SEC on October 21, 2025).
10.30	Asset Purchase Agreement between AGA Precision Systems LLC and Indarg Engineering dated October 26, 2025 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed with the SEC on October 30, 2025).
10.31	Form of Note (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, filed with the SEC on October 30, 2025).
14.1	Code of Ethics (incorporated by reference Exhibit 14.1 to the Company’s registration statement on Form S-1, filed with the SEC on September 28, 2023).
19.1	Registrant’s Insider Trading Policy
21.1	List of Subsidiaries. (incorporated by reference Exhibit 21.1 to the Company’s registration statement on Form S-1, filed with the SEC on February 11, 2025).
23.1	Consent of HTL International, LLC.
24.1	Powers of Attorney (the signature page to this registration statement)
31.1	Certification of Principal Executive Officer required by Rule 13a-14(a).
31.2	Certification of Principal Financial Officer required by Rule 13a-14(a).
32.1	Certification required by Section 1350 of Chapter 63 of Title 18 of the United States Code.
32.2	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97.1	Registrant’s Policy Related to Recovery of Erroneously Awarded Compensation
101. INS	Inline XBRL Instance Document.
101. SCH	Inline XBRL Taxonomy Extension Schema Document.
101. CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101. DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.
101. LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.
101. PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

†	Information in this exhibit identified by brackets is confidential and has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the type the Company treats as private or confidential.

+	Management contract or compensatory plan

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