PMGC Holdings Inc.

Notes to the Condensed Consolidated Financial Statements

For the three months ended March 31, 2026 and 2025

PMGC Holdings Inc. (formerly Elevai Labs Inc.) (“PMGC”) was incorporated under the laws of the State of Delaware on June 9, 2020. During 2024, PMGC completed a reorganization that included a name change and redomiciling from Delaware to Nevada. PMGC and its 100% owned subsidiaries, PMGC Research Inc. (formerly Elevai Research Inc) (“PMGC Research”), PMGC Impasse Corp (formerly Elevai Skincare Inc.), Northstrive Biosciences Inc. (formerly Elevai Biosciences, Inc), “Northstrive Biosciences”, PMGC Capital LLC (“Pacific Capital”), Pacific Sun Packaging Inc. (“Pacific Sun”), AGA Precision Systems LLC (“AGA”), ELAB Opportunity Holdings LLC (“ELAB Opportunity”) and SVM Machining Inc.(“SVM”), are collectively referred to in these consolidated financial statements as “the Company.”

As part of its diversification and growth strategy, the Company completed the following acquisition during the three months ended March 31, 2026:

PMGC currently manages and operates a diverse portfolio of wholly owned subsidiaries:

These unaudited condensed consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders and the ability of the Company to obtain necessary equity financing to continue operations, and ultimately the attainment of profitable operations.

As of March 31, 2026, and December 31, 2025, the Company had a net working capital of $5,088,853 and $2,928,959, respectively, and has an accumulated deficit of $25,984,699 and $21,017,440, respectively. Furthermore, for the three months ended March 31, 2026, and 2025, the Company incurred a net loss of $4,967,259 and $1,608,455, respectively and used $2,979,595 and $1,347,416, respectively of cash flows for operating activities. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These unaudited 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 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, twelve (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.

Management’s plans that alleviate substantial doubt about the Company’s ability to continue as a going concern include: (a) raising additional debt or equity financing and (b) the acquisition of cash flow generating assets or businesses. Although the Company has been successful in raising funds in the past, and expects to do so in the future, there are no guarantees that it will be able to raise funds as anticipated.

Basis of Presentation

These unaudited condensed consolidated financial statements have been prepared in accordance with rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) and generally accepted accounting principles in the United States (“U.S. GAAP”) for interim financial information and are expressed in United States dollars. Accordingly, the unaudited condensed consolidated financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, we have included all adjustments considered necessary for a fair presentation and such adjustments are of a normal recurring nature. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the years ended December 31, 2025, and 2024. The results of operations for the three ended March 31, 2026 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2026.

Principles of Consolidation

The unaudited condensed consolidated financial statements include the accounts of PMGC and its 100% owned subsidiaries, PMGC Impasse, Northstrive BioSciences, PMGC Capital, ELAB Opportunity, Pacific Sun, AGA and SVM. All intercompany accounts, transactions and profits were eliminated in the unaudited condensed consolidated financial statements.

Use of Estimates

The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to revenue recognition, the collectability of receivables, valuation of inventory, fair value of investments in securities, derivative liabilities and stock options, useful lives and recoverability of long-lived assets, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgements about the carrying value of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from those estimates. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the unaudited condensed consolidated financial statements in the period they are determined.

Foreign Currency Translation

The Company’s functional and reporting currency is the U.S. dollar. The functional currency of PMGC Research is the Canadian dollar. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets, liabilities, and items recorded in income arising from transactions denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.

The accounts of PMGC Research are translated to U.S. dollars using the current rate method. Accordingly, assets and liabilities are translated into U.S. dollars at the period-end exchange rate while revenues and expenses are translated at the average exchange rates during the period. Related exchange gains and losses are included in a separate component of stockholders’ equity as accumulated other comprehensive income (loss).

There have been no material changes to the Company’s significant accounting policies as disclosed in our Form 10-K for the year ended December 31, 2025, filed with the SEC on March 30, 2026.

New Accounting Standards

Recently Adopted Accounting Standards

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), intended to improve reportable segments disclosure requirements primarily through enhanced disclosures about significant segment expenses.

In December 2023, the FASB issued “ASU 2023-09—Income Taxes (Topic 740)—Improvements to Income Tax Disclosures” (“ASU 2023-09”) which amends the Codification to enhance the transparency and decision usefulness of income tax disclosures. ASU 2023-09 requires additional disaggregation of the reconciliation between the statutory and effective tax rate for an entity and of income taxes paid, both of which are disclosures required by current GAAP. The amendments improve the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. The amendments in ASU 2023-09 apply to all entities that are subject to Topic 740, Income Taxes. For public business entities, the amendments in ASU 2023-09 are effective for annual periods beginning after December 15, 2024. The Company adopted the ASU prospectively for the period ending December 31, 2025, the effect being only related to our disclosures with no impact on our results of operations or financial condition.

ASU 2023-07 includes a requirement to disclose significant segment expenses that are regularly provided to the CODM and included within each reported measure of segment profit or loss, the title and position of the CODM, an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources, and all segments’ profit or loss and assets disclosures. ASU 2023-07 is effective for all public companies for fiscal years beginning after December 15, 2023, and interim periods for the interim period beginning on January 1, 2025. Adoption of ASU 2023-07 did not have a material impact on the Company’s consolidated financial statement.

In November 2024, the FASB issued ASU 2024-03, Expense Disaggregation Disclosures (Subtopic 220-40), which requires enhanced disclosures of nature and composition of certain expense captions presented in the income statement, including inventory purchases, employee compensation, depreciation, and other significant expenses. The Company adopted this guidance during the year ended December 31, 2025. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements but resulted in additional disclosures in the notes to the consolidated financial statements.

Recently Issued Accounting Standards

The Company assesses the adoption impacts of recently issued, but not yet effective, accounting standards by the Financial Accounting Standards Board on the Company's unaudited condensed consolidated financial statements.

There are no recently issued accounting standards which may have effect on the Company’s unaudited condensed consolidated financial statements.

Pursuant to an Asset Purchase Agreement with an unrelated third party, dated December 31, 2024, the Company agreed to sell its skincare business for (i)1,267,040 shares of common stock of the buyer, having a market value of $728,550 at the closing of the agreement; (ii) buyer’s assumption of certain liabilities; and, (iii) $56,525 in cash, to be paid upon the sale of specified inventory existing as of the Closing.

Following the closing, which occurred on January 16, 2025 (the “Closing” or “Closing Date”), buyer will pay additional earn-out consideration for the sale, if and when payable: (a) buyer will pay, for each year ending on the anniversary of the Closing Date during the five-year period following the Closing, an amount, if any, equal to 5% of the sales generated during such year from the existing products as of the Closing; and (b) buyer will pay a one-time payment of $500,000 if buyer achieves $500,000 in revenue from sales of the existing hair and scalp products as of the Closing on or before the 24-month anniversary of the Closing Date.

The following table summarizes the major line items for the skincare business that are included in loss from discontinued operations, net of taxes in the consolidated statements of operations:

The Company recorded a loss on sale of discontinued operations of $39,676. The proceeds on sale, which was the fair value of the buyer shares received on Closing, amounted to $728,550, and the carrying amounts of the net assets and liabilities sold amounted to $768,226.

The following represents the cash flows from operating and investing activities of discontinued operations for the three months ended March 31, 2026 and 2025:

Pacific Sun Packaging Inc.

On July 7, 2025, the Company completed the acquisition of 100% of the outstanding shares of Pacific Sun Packaging Inc. (“Pacific Sun”). The acquisition was accounted for under ASC 805, Business Combinations. Refer to Note 5 in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 for further details of the acquisition and related purchase price allocation.

The acquisition included contingent consideration with a maximum potential payment of $250,000, which was recognized at fair value as of the acquisition date and is classified as a liability. The fair value was initially estimated using a probability-weighted discounted cash flow approach.

The contingent consideration was recognized at fair value as of the acquisition date and is classified as a liability. The fair value was estimated using a probability-weighted discounted cash flow approach, incorporating management’s revenue projections and an estimated discount rate of approximately 11%.

As of March 31, 2026, the estimated fair value of the contingent consideration liability was $211,626. The Company remeasures the contingent consideration liability at each reporting date. Changes in the liability due to the passage of time are recognized as accretion expense, while other changes in fair value, if any, are recognized in earnings. For the three months ended March 31, 2026, the Company recognized accretion expense of $5,376.

AGA

On July 18, 2025, the Company acquired 100 percent of the membership interests of AGA. The acquisition was accounted for under ASC 805. Refer to Note 5 in the Form 10-K for the year ended December 31, 2025 for further details of the acquisition and related purchase price allocation.

Indarg Engineering, Inc.

On October 26, 2025, AGA acquired substantially all of the operating assets of Indarg Engineering, Inc. The transaction was accounted for as a business combination under ASC 805. Refer to Note 5 in the Form 10-K for the year ended December 31, 2025 for further details, including the purchase price allocation.

As part of the acquisition, the Company issued a promissory note with a principal amount of $170,000, bearing interest at 8% per annum and payable in equal quarterly installments over a two-year term. As of March 31, 2026, the outstanding principal balance of the promissory note was $148,750 (December 31, 2025 - $170,000). The promissory note is classified as current and non-current liabilities on the consolidated balance sheets based on its contractual maturities. For the three months ended March 31, 2026, the Company recognized interest expense of $3,428 related to the promissory note. During the three months ended March 31, 2026, the Company made principal repayments of $21,250 under the promissory note.

SVM

On February 2, 2026, the Company completed the acquisition of 100% of the outstanding common stock of SVM. As consideration for the acquisition, the Company paid cash of $2,000,000, recognized an indemnification holdback of $250,000, included a cash balance component of $130,000, recorded a net working capital adjustment of $69,148, and recognized contingent consideration with an acquisition-date fair value of $555,000. Total consideration was $3,004,148.

The contingent consideration is based on SVM’s 2026 revenue performance and has a maximum payout of $1,250,000. The contingent consideration was recognized at fair value as of the acquisition date and is classified as a liability. The fair value was estimated using a probability-weighted discounted cash flow approach based on projected revenue outcomes and a risk-adjusted discount rate of 14%. The liability will be remeasured at each reporting date, with changes in fair value recognized in earnings.

The following table summarizes the fair value of consideration transferred and the preliminary allocation of the purchase price to the assets acquired and liabilities assumed:

Goodwill recognized primarily reflects expected synergies from integrating SVM’s operations and workforce and is not expected to be deductible for tax purposes. The results of SVM’s operations are included in the consolidated financial statements beginning February 2, 2026.

As of March 31, 2026, and December 31, 2025, receivables consisted of trade receivables of$428,106 and $245,423, respectively. As of March 31, 2026, and December 31, 2025, the Company wrote off $1,567 and $55,380, respectively, of trade receivables deemed uncollectible. The remaining balance is considered collectible and therefore no further allowance for credit loss is deemed necessary.

As of March 31, 2026, and December 31, 2025, prepaid and deposits consisted of the following:

As of March 31, 2026, and December 31, 2025, inventory consisted of the following:

Cost of inventory recognized as expense in cost of sales for the three months ended March 31, 2026 and 2025, totaled $415,383 and $nil, respectively. As at March 31, 2026 and December 31, 2025, the Company recorded an allowance for inventory of $nil.

The Company’s investments consist of publicly traded equity securities, warrants and a convertible debenture. These investments are reported under ASC 321 – Investments in Equity Securities and ASC 320 – Investments – Debt Securities, as applicable. The Company has classified the investments as held for trading.

The following table summarizes the changes in investments for the three months ended March 31, 2026:

The Company accounts for investments in warrants as equity securities in accordance with ASC 321, Investments—Equity Securities, and measures such investments at fair value, with changes in fair value recognized in earnings.

Fair Value Measurement

The following table presents the Company’s financial instruments measured at fair value on a recurring basis as of March 31, 2026 and December 31, 2025, in accordance with the fair value hierarchy of ASC 820, Fair Value Measurement (“ASC 820”). which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 establishes a three-level hierarchy for inputs used in measuring fair value:

The Company measures certain financial instruments at fair value on a recurring basis. When observable market data is available, such inputs are used to measure fair value. When observable inputs are not available, the Company applies valuation techniques which require management to develop significant estimates and assumptions.

Certain non-financial assets, including goodwill, intangible assets and long-lived assets, are measured at fair value on a non-recurring basis when indicators of impairment exist.

License #2:

On March 24, 2026, the Company entered into a third amendment to an existing license agreement related to License #2. The third amendment to the license agreement revised certain development milestone timelines and milestone payment provisions associated with the licensed products in the human health field. Key changes included clarification that, with respect to the licensed product BLS-M22, the Company may initiate a Phase 2 clinical trial without first initiating a Phase 1 clinical trial, subject to providing supporting scientific, preclinical, or regulatory documentation reasonably acceptable to the licensor. The third amendment further clarified that, if Phase 1 clinical trials are bypassed for BLS-M22, the milestone payment associated with initiation of a Phase 1 clinical trial would become payable concurrently with the milestone payment due upon initiation of a Phase 2 clinical trial. In connection with the third amendment, the Company agreed to pay a one-time, non-creditable and non-refundable amendment fee of $15,000.

In October 2025, the Company’s subsidiary, AGA, entered into an equipment finance agreement with U.S. Bank Equipment Finance to finance the purchase of certain manufacturing equipment and the equipment is pledged as collateral under the financing arrangement.

The total cost of the financed equipment was approximately $651,754, including sales tax. In connection with the purchase, the Company traded in existing machinery and financed $353,468 of the purchase price. (Note 10). The remaining portion of the equipment cost was paid during the year 2025.

Monthly payments for the equipment financing loan are $8,502 and the stated effective annual interest rate is approximately 7.23%.

As of March 31, 2026, the outstanding principal balance under the equipment financing loan was $340,419. Interest expense recognized for the three months ended March 31, 2026 was $3,955.

The Company’s subsidiaries, AGA, Pacific Sun and SVM, entered into non-cancelable operating leases for the office and warehouse spaces occupied to operate its business.

The Pacific Sun lease was executed on July 9, 2025, and the Company committed to monthly lease payments of $6,300 through June 30, 2026. Thereafter, monthly payments increase by 3% each year starting on July 1, 2026. The lease expires on June 30, 2030. On October 20, 2025, the lease was modified to expand the premises to the entire building. The modification revised the monthly base rent and shifted the remaining term to commence payments on January 1, 2026, and end on December 31, 2030. Modified monthly base rent is $7,415 for 2026, increasing 3% annually thereafter. The modification was accounted for as a lease remeasurement under ASC 842; the lease liability and right-of-use asset were adjusted using the incremental borrowing rate.

The AGA lease was executed on July 19, 2025, and the Company committed to monthly lease payments of $18,905 through August 31, 2026. Thereafter, monthly payments increase to $22,020 starting on September 1, 2026 and increase by 3% each year starting on September 1, 2027. The lease expires on August 31, 2029. The Company committed to paying common area maintenance cost which is currently $1,045 per month.

The SVM lease commenced on February 2, 2026, and the Company committed to monthly base lease payments of $25,000 through January 31, 2028. The lease includes two one-year renewal options which management determined are reasonably certain to be exercised; accordingly, the lease term was determined to be 48 months for accounting purposes. Monthly base rent increases by 5% annually. The Company is also responsible for its proportionate share of property operating expenses, including common area maintenance, utilities, insurance and real property taxes, which are currently approximately $3,957 per month.

The Company used a discount rate of 8%, as the incremental cost of borrowing, to calculate the present value of the future lease payments and the resulting operating lease liabilities and right-of-use assets.

The Company recognized a total lease cost related to its non-cancelable operating leases of $309,579 for the three months ended March 31, 2026, included in office and administrative expenses.

The Company recognizes right-of-use (“ROU”) assets and corresponding lease liabilities for operating leases in accordance with ASC 842, Leases. ROU assets represent the Company’s right to use underlying leased assets over the lease term and are initially measured at the amount of the lease liability, adjusted for initial direct costs, prepaid lease payments, and lease incentives.

As of March 31, 2026, the Company’s operating lease ROU assets had a carrying value of $2,237,136. During the three months ended March 31, 2026, additions to ROU assets were $1,111,015, primarily related to SVM’s new lease. Amortization of ROU assets for three months ended March 31, 2026 was approximately $236,162, which is included in operating expenses, primarily within office and administrative. The Company’s ROU assets relate primarily to office and warehouse facilities used in its operations.

As of March 31, 2026 and December 31, 2025, the Company recorded a security deposit of $106,757 and $81,757, associated with these operating leases.

Future minimum lease payments under the Company’s operating leases that have an initial non-cancelable lease term in excess of one year at March 31, 2026, are as follows:

On September 23, 2025, the Company entered into a securities purchase agreement, establishing an equity line of credit of up to $20,000,000 through one or more secured pre-paid purchases of the Company’s common stock (the “ELOC Agreement”). Under the ELOC Agreement, the Company may, from time to time, sell and issue common stock to the investor pursuant to individual pre-paid purchases, subject to the terms and conditions of the ELOC Agreement. The Company issued 2,363 shares of common stock to the investor as a commitment fee for the first pre-paid purchase (Note 16). The Company also issued 429 shares of common stock as pre-delivery shares for the first pre-paid purchase. The investor may request the Company to issue and sell common stock to the investor as to the outstanding balance on the first pre-paid purchase at a pre-delivery purchase price of $0.0001 per share, subject to an aggregate pre-delivery purchase cap of $25,000 (Note 16). When all of the Company’s obligations under the ELOC Agreement are settled and after the commitment period has ended, the Company may repurchase any pre-delivery shares outstanding at a purchase price of $0.001 per share. The share issuances under the first pre-paid purchase are subject to a 9.99% beneficial ownership limitation.

On September 26, 2025, the Company consummated the first pre-paid purchase under the equity line of credit with a principal amount of $5,000,000, bearing interest at 8.5% per annum and maturing three years from issuance (the “convertible debt”). The instrument included an original-issue discount of $425,000 and a $30,000 transaction expense allowance; the initial purchase price received at closing was $4,545,000, with net cash proceeds of approximately $3,990,000 after placement and closing costs. The principal and accrued interest is convertible at any time during the three-year term at the option of the investor, in whole or in part, at a price that equals 88% of the lowest VWAP during the 10 trading days preceding the applicable measurement date. If that calculated price is below the floor price of $25.392 per share, the investor may elect to have the applicable purchase amount settled in cash rather than in shares.

On January 7, 2026, the Company consummated the second pre-paid purchase under the equity line of credit with a principal amount of $3,278,700, bearing interest at 8.5% per annum and maturing three years from issuance. The instrument included an original-issue discount of $278,700; the purchase price under the instrument was $3,000,000. The Company received net cash proceeds of approximately $2,732,704 after placement agent fees and legal fees.

On January 12, 2026, the Company consummated the third pre-paid purchase under the equity line of credit with a principal amount of $5,464,500, bearing interest at 8.5% per annum and maturing three years from issuance. The instrument included an original-issue discount of $464,500; the purchase price under the instrument was $5,000,000. The Company received net cash proceeds of approximately $4,562,840 after placement agent fees.

On February 6, 2026, the Company consummated the fourth pre-paid purchase under the equity line of credit with a principal amount of $8,147,570, bearing interest at 8.5% per annum and maturing three years from issuance. The instrument included an original-issue discount of $692,570; the purchase price under the instrument was $7,455,000. The Company received net cash proceeds of $6,798,193 after placement agent fees and legal fees.

Under each of the second, third and fourth pre-paid purchases, the principal and accrued interest may be settled through the issuance of common shares at the option of the investor, in whole or in part, at a price equal to 88% of the lowest daily VWAP during the 10 trading days preceding the applicable measurement date, subject to a 9.99% beneficial ownership limitation. After giving effect to the Company’s March 10, 2026 reverse stock split, the floor prices are $6.744, $6.30 and $1.92 per share for the second, third and fourth pre-paid purchases, respectively. If the calculated price is below the applicable floor price, the investor may elect to have the applicable purchase amount settled in cash rather than in shares.

The Company is accounting for the convertible debt host contract under ASC 470-20, Debt with Conversion and Other Options, at amortized cost and has determined that the conversion option meets the definition of an embedded derivative liability which is separately accounted for at fair value in accordance with ASC 815-15, Derivatives and Hedging — Embedded Derivatives (Note 15).

In January 2026, the Company settled the remaining outstanding principal of $2,078,294 for the first pre-paid purchase through the issuance of 67,735 shares of common stock pursuant to the ELOC arrangement. In connection with this settlement, the Company derecognized its remaining convertible debt host liability of $1,261,619 and the related derivative liability of $312,586 associated with the conversion feature, with the total amount recorded to common stock and additional paid-in capital.

During the three months ended March 31, 2026, the Company settled portions of the outstanding balances under Secured Pre-Paid Purchases #2, #3 and #4 through the issuance of common stock pursuant to purchase notices delivered by the investor. After giving effect to the Company’s March 10, 2026 reverse stock split, the Company issued an aggregate of 1,788,341 shares of common stock in connection with these settlements. The Company derecognized $6,478,445 of the convertible debt host liabilities and $1,673,145 of the related derivative liabilities, with $8,151,590 recorded to common stock and additional paid-in capital.

During the three months ended March 31, 2026, the Company recorded interest expense and accretion expense of $450,905 related to Secured Pre-Paid Purchases #2, #3 and #4, consisting of $181,151 of interest expense and $269,754 of accretion expense. The remaining balances of the convertible debt host liabilities continue to be accounted for at amortized cost, and the related derivative liabilities continue to be remeasured at fair value at each reporting date.

A continuity of the amortized cost of the convertible debt host contract is as follows:

Liability classified stock purchase warrants

As of March 31, 2026, the following liability classified stock purchase warrants were outstanding:

As of March 31, 2026 and December 31, 2025, the weighted average life of derivative liability classified stock purchase warrants outstanding was 1.34 and 1.66 years, respectively.

Embedded derivative liabilities

The Company determined that the conversion features embedded in the secured pre-paid purchase instruments issued in connection with the ELOC arrangement were required to be separated from the convertible debt host contracts and accounted for as derivative liabilities. The derivative liabilities were initially recognized at fair value and are remeasured at fair value at each reporting date, with changes in fair value recognized in the condensed consolidated statement of operations.

During the three months ended March 31, 2026, the Company recognized additional derivative liabilities of $3,392,520 upon issuance of Secured Pre-Paid Purchases #2, #3 and #4. In connection with share settlements during the period, the Company derecognized $1,985,731 of derivative liabilities, with the corresponding amounts recorded to common stock and additional paid-in capital. The derivative liabilities were remeasured at fair value as of March 31, 2026 using a binomial option pricing model. The net change in fair value recognized in the condensed consolidated statement of operations for the three months ended March 31, 2026 was $681,126.

The following table summarizes the activity in the Company’s embedded derivative liabilities during the three months ended March 31, 2026:

Common Stock

Authorized

As of March 31, 2026, and December 31, 2025, the Company had 83,333,334 authorized shares of common stock, par value $0.0001.

Issued and outstanding

As of March 31, 2026, and December 31, 2025, the Company had 1,936,771 and 80,699 shares of common stock issued and outstanding, respectively.

Transactions during the three months ended March 31, 2026

During the three months ended March 31, 2026, the Company issued an aggregate of 1,856,076 shares of common stock in settlement of amounts outstanding under its ELOC arrangement (Note 14). The shares were issued in multiple tranches between January 2, 2026 and March 31, 2026 pursuant to purchase notices delivered under the ELOC Agreement. The shares issued settled outstanding principal of $10,686,305 and accrued interest of $184,389.

Transactions during the three months ended March 31, 2025

On January 28, 2025, the Company entered into and completed a warrant inducement transaction with the holders of its Series A common stock purchase warrants pursuant to a warrant inducement agreement (“Series A Warrants”). Under the warrant inducement agreement, the exercise price of the outstanding Series A Warrants was reduced from $1,646.40 to $1,176 per share of common stock as an incentive for immediate exercise. As a result, the holders exercised all outstanding Series A Warrants, and the Company issued 1,649 shares of common stock, generating gross proceeds of $1,938,772.

On February 2, 2025, the Company issuedsix (6) shares of common stock to a consultant in relation to the acquisition of the License # 2 IPR&D asset.

On March 7, 2025, the Company repurchasedone (1) share of common stock each fromtwo existing shareholders for total consideration of approximately $52. The shares were retired upon repurchase.

On March 18, 2025, the Company entered into a securities purchase agreement with an existing investor to repurchaseone (1) share of common stock and a warrant to purchaseone (1) share of common stock at an exercise price of $352,800 per share. The total consideration paid in the transaction was $127. The repurchased share and warrants were retired and cancelled. The transaction was initiated by the existing investor.

On March 21, 2025, the Company entered into a securities purchase agreement between the Company and certain institutional investors with respect to a registered direct offering for the offer and sale of 1,538 shares of common stock and 1,968 prefunded warrants for gross proceeds of $1,484,028, with the issuance cost of $238,722.

On March 26, 2025, the Company entered into a first amendment to the exclusive license agreement covering License # 2 (Note 12), expanding its rights to include the growing animal health market. The Company issued 858 shares of common stock in exchange for the expansion of its rights under License # 2.

Preferred Stock

Authorized

As of March 31, 2026, and December 31, 2025, the Company had 500,000,000 of all preferred stock authorized, respectively, each having a par value of $0.0001 per stock. Of this amount,300,000,000 were designated as series B preferred stock, which are not publicly traded and not convertible into shares of common stock (“Series B Preferred Stock”) as of March 31, 2026 and December 31, 2025, respectively.

Issued and outstanding

As at March 31, 2026, and December 31, 2025, the Company had 6,372,874 Series B Preferred Stock issued and outstanding.

Transactions during the three months ended March 31, 2026, and 2025

On March 26, 2025, at a special meeting of the shareholders, the shareholders approved the issuance of 3,036,437 shares of Series B Preferred Stock to GB Capital Ltd. as a signing bonus pursuant to that certain Second Amended GB Capital Consulting Agreement dated October 25, 2024, as amended; and 3,336,437 shares of Series B Preferred Stock to Northstrive Companies Inc. as a signing bonus pursuant to that certain Second Amended Northstrive Companies Consulting Agreement dated October 25, 2024, as amended (6,372,874 total Series B Preferred Stock). These bonuses, in the amount of $150,000, were accrued and included in due to related parties as of December 31, 2024.

Equity Warrants

Transactions during the three months ended March 31, 2026.

There was no equity warrants activity during the three months ended March 31, 2026.

Transactions during the three months ended March 31, 2025.

On January 28, 2025, in connection with the warrant inducement agreement (see above) and the exercise of the Series A Warrants, the Company issued 1,649 replacement warrants with an initial exercise price of $1,617.12 and afive-year term. On April 29, 2025, the exercise price of the replacement warrants were reset to the contractual floor price of $270.48 per share. Following the adjustment, each of the five investors held 1,971 warrants, resulting in a total of 9,856 replacement warrants outstanding at the adjusted exercise price, maintaining the aggregate exercise value of $2,665,836.

As noted above, on March 18, 2025, the Company entered into a securities purchase agreement with an existing investor to repurchaseone (1) share of common stock and a warrant to purchase 1 share of common stock at an exercise price of $352,800 per share for a nominal amount.

On March 24, 2025, the Company consummated a registered direct offering with institutional investors, issuing 1,538 shares of common stock and 1,969 pre-funded warrants. The pre-funded warrants are immediately exercisable at an exercise price of $0.0084 per share, subject to a beneficial ownership limitation of 4.99%, which may be increased to 9.99% at the holder’s election.

As of March 31, 2026, the following equity warrants were outstanding:

As of March 31, 2026, and December 31, 2025, the weighted average life of equity warrants outstanding was 4.40 and 4.65 years, respectively.

Stock Options

The Company has a stock option plan included in the Company’s 2025 Equity Incentive Plan (the “Plan”) where the Board of Directors or any of its committees can grant Incentive Stock Options, Nonstatutory Stock Options, and Restricted Stock to employees, advisors and directors of the Company. As of March 31, 2026 and December 31, 2025, the aggregate number of shares allocated and made available for issuance pursuant to stock options granted under the Plan shall not exceed 7,752 shares. The Plan shall remain in effect until it is terminated by the Board of Directors.

Transactions during the three-month ended March 31, 2026

There was no stock option activity during the three months ended March 31, 2026.

Transactions during the three-month ended March 31, 2025

There was no stock option activity during the three months ended March 31, 2025.

The continuity of stock options for the three months ended March 31, 2026, and December 31, 2025, is summarized below:

As of March 31, 2026, the following options were outstanding, entitling the holders thereof the right to purchase one common stock for each option held as follows:

As of March 31, 2026, and December 31, 2025, the weighted average life of stock options outstanding was 5.75 years and 5.98 years, respectively.

Related parties consist of the following individuals and corporations:

Key management personnel include those persons having authority and responsibility for planning, directing, and controlling the activities of the Company as a whole. The Company has determined that key management personnel consist of members of the Company’s Board of Directors, corporate officers, and individuals with more than 10% control.

Remuneration attributed to key management personnel are summarized as follows:

During the three months ended March 31, 2026:

The Company incurred consulting fees and contracted performance bonuses of $562,957 (March 31, 2025 - $215,500) to GB Capital Ltd., a company controlled by Graydon Bensler, CEO, CFO and Director.

The Company incurred consulting fees and contracted performance bonuses of $ $647,058 (March 31, 2025 - $232,200) to Northstrive Companies Inc., a company controlled by the Company’s Chairman and former President.

The Company incurred director’s fees of $13,875 (March 31, 2025 – $13,875) to George Kovalyov, a director of the Company.

The Company incurred director’s fees of $13,890 (March 31, 2025 – $13,900) to Julie Daley, a director of the Company.

The Company incurred director’s fees of $13,875 (March 31, 2025 – $13,875) to Mystic Marine Advisors, LLC, a company owned and controlled by Jeffrey Parry, a director of the Company.

The Company incurred management fees of $37,961 (March 31, 2025 - $nil) to GB Capital Ltd., a company controlled by Graydon Bensler, CEO, CFO and Director, under a Secondment Agreement for management services.

The Company incurred management fees of $45,146 (March 31, 2025 - $nil) to Northstrive Companies Inc., a company controlled by the Company’s Chairman and former President, under a Secondment Agreement for management services.

Jordan Plews, Former Director and former CEO of Skincare and BioSciences, earned a salary of $nil and $26,228 respectively during the three months ended March 31, 2026 and 2025.

During the three months ended March 31, 2026, and 2025, there are no stock options issued to related parties.

Details of the fair value, as calculated on the grant date, to each related party in the current and prior periods, and the related expense recorded for the three months ended March 31, 2026, and 2025 are as follows:

As of March 31, 2026 and December 31, 2025, the Company had $660,941 and $642,925, respectively due to companies controlled by Braeden Lichti, of which $660,941 and $642,925 respectively is unsecured, non-interest bearing and are due on demand.

As of March 31, 2026, the Company had $511,248 (December 31, 2025 - $342,077) due to GB Capital Ltd. controlled by Graydon Bensler, CEO, CFO and Director.

As of March 31, 2026, the Company recorded accrued director fees payable to related parties of $46,640, including $13,890 payable to Julie Daley (December 31, 2025- $13,890), $18,875 (December 31, 2025- $18,875) payable to George Kovalyov and $13,875 payable to Mystic Marine Advisors LLC controlled by Jeffrey Parry. These balances are unsecured, non-interest bearing, and due on demand.

These amounts are unsecured, non-interest bearing and are due on demand.

There wereno commitments as of March 31, 2026, and December 31, 2025, or during the periods then ended.

As of March 31, 2025, the Company had an ongoing dispute that arose in the normal course of business and mediation discussions are ongoing. It is not yet possible to predict the likelihood of an unfavorable outcome, or the amount or range of potential loss.

Customers

For the three months ended March 31, 2026, the Company had 5 key customers that represented approximately 60% of the Company’s revenue. The Company recorded 13% of its revenue from its largest customer. The Company’s largest customer, representing $90,575 of revenue, relates to machining casting work performed for a customer during the period.

Suppliers

During the three months ended March 31, 2026, the Company had 2 key suppliers that represented approximately 43% of the cost incurred in the purchase of inventory. The table below represents a breakdown of each supplier as a percentage of the cost incurred. (Suppliers are shown from largest to smallest):

The Company continually evaluates the performance of its suppliers and the availability of alternatives to substitute or supplement its inventory production supply chain. The Company believes that a breakdown in supply from one of its key suppliers would be overcome in a short amount of time given the availability of alternatives.

The Company’s continuing operations consist ofthree reportable segments: (i) corporate, treasury and biosciences (ii) IT packaging solutions (iii) precision engineering and machining. The Chief Executive Officer has been identified as the Chief Operating Decision Maker (CODM).

The following is a summary of the Company’s operations for the three months ended March 31, 2026, and assets and liabilities as of March 31, 2026, split between reportable segments:

All of the Company’s revenue is generated with customers located in the United States. The majority of the Company’s continuing operations are conducted from and its assets are located in the United States. PMGC Research, the Company’s Canadian subsidiary, was located in Canada and provided limited operational support and research.

Management has evaluated events subsequent to the year ended March 31, 2025, up to May 15, 2026, for transactions and other events that may require adjustment of and/or disclosure in the consolidated financial statements.

On April 2, 2026, the Company announced the formation of a new wholly owned subsidiary, NorthStrive Defense Tech LLC (“NorthStrive Defense Tech”). NorthStrive Defense Tech was established to operate in the defense technology sector, with an initial focus on drone technology, autonomous systems, and next-generation unmanned defense solutions. The Company intends for NorthStrive Defense Tech to serve as a platform to identify, acquire, license, and commercialize advanced defense technologies through acquisitions, licensing arrangements, strategic partnerships, and other commercialization pathways. The Company expects to leverage its existing operating subsidiaries, including AGA Precision Systems LLC and SVM Machining, Inc., which operate within the aerospace, defense, and space sectors, to support potential commercialization opportunities.

On April 16, 2026, the Company entered into another securities purchase agreement with an investor establishing a $40.0 million equity line of credit through multiple pre-paid purchases of the Company’s common stock over a two-year commitment period. The agreement included an initial pre-paid purchase with an original principal amount of $10.73 million, including a 7% original issue discount and a $30,000 transaction expense amount, with expected net proceeds to the Company of approximately $9.7 million after deduction of placement agent fees, legal fees, and other transaction-related expenses. Subsequent pre-paid purchases under the facility will be subject to the terms and conditions of the agreement, including applicable original issue discount, interest, Nasdaq-related pricing floors, and shareholder approval requirements. The agreement also provides the investor with participation rights in certain future debt or equity financings and is secured by subsidiary equity interests, with certain wholly owned subsidiaries providing full guaranties.

During April 2026, the Company issued 2,251,309 shares of common stock under Secured Pre-Paid Purchase #4 of its equity line of credit arrangement. The shares were issued to settle $4,536,839 of the outstanding balance plus accrued interest.

In May 2026, the Company completed the acquisition of 100% of the issued and outstanding shares of A&B Aerospace, Inc. (“A&B Aerospace”), a California-based precision machining and aerospace manufacturing company specializing in high-tolerance parts and assemblies for the aerospace and defense industries. The acquisition was completed pursuant to a stock purchase agreement under which the Company acquired A&B Aerospace on a cash-free, debt-free basis for a base purchase price of approximately $4.5 million in cash, consisting of approximately $4.275 million paid at closing and a $225,000 indemnification holdback. The purchase price is subject to customary post-closing adjustments, including adjustments related to cash balances and net working capital. The acquisition will be accounted for as a business combination under ASC 805, Business Combinations. As of the date these condensed consolidated financial statements were issued, the Company had not completed its preliminary purchase price allocation, including the determination of the fair values of assets acquired and liabilities assumed. Accordingly, the Company is unable to disclose the preliminary allocation of consideration transferred to the acquired assets and liabilities at this time.