PMGC Holdings Inc.
For the period ended Mar 31, 2026. Filed May 15, 2026.
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.
Mar 31, 2026 · Filed May 15, 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 three months ended March 31, 2026, and 2025
(Unaudited - Expressed in United States Dollars)
Condensed Consolidated Balance Sheets
| As of: | March 31, 2026 | December 31, 2025 |
|---|---|---|
| ASSETS | ||
| Current Assets | ||
| Cash | $14,354,374 | $5,402,333 |
| Receivables, net | 428,106 | 245,423 |
| Other receivables | 114,609 | 95,108 |
| Prepaids and deposits | 502,535 | 461,239 |
| Inventory | 253,558 | 95,098 |
| Investment in securities- current | 733,405 | 572,054 |
| Total Current Assets | 16,386,587 | 6,871,255 |
| Operating lease right-of-use-assets | 2,237,136 | 1,241,527 |
| Property and equipment, net | 1,751,234 | 885,520 |
| Intangibles, net | 3,800,621 | 2,892,397 |
| Goodwill | 1,857,740 | 977,774 |
| TOTAL ASSETS | $26,033,318 | $12,868,473 |
| LIABILITIES | ||
| Current Liabilities | ||
| Accounts payable and accrued liabilities | $657,006 | $697,633 |
| Due to related parties | 1,258,829 | 1,032,895 |
| Current portion of consideration payable | 1,016,625 | 206,250 |
| Current portion of operating lease liability | 493,426 | 247,627 |
| Current portion of equipment financing payable | 66,171 | - |
| Derivative liabilities | 2,506,327 | 418,412 |
| Current portion of promissory notes payable | 63,750 | 85,000 |
| Convertible debt | 5,235,600 | 1,254,479 |
| Total Current Liabilities | 11,297,734 | 3,942,296 |
| Promissory notes payable | 85,000 | 85,000 |
| Operating lease liability | 1,738,911 | 972,843 |
| Equipment financing payable | 274,248 | - |
| Deferred tax liabilities | 30,972 | 30,972 |
| TOTAL LIABILIITES | $13,426,865 | $5,031,111 |
| Commitments and Contingencies | ||
| EQUITY | ||
| Preferred stock $0.0001 par value; 500,000,000 stock authorized: | ||
| Series B preferred stock, 6,372,874 and 6,372,874 shares issued and outstanding as of March 31, 2026, and December 31, 2025, respectively | 637 | 637 |
| Common stock, $0.0001 par value, 83,333,334 shares authorized; 1,936,771 and 80,699 shares issued and outstanding as of March 31, 2026, and December 31, 2025, respectively (1) | 194 | 8 |
| Additional paid-in capital | 38,590,321 | 28,856,496 |
| Accumulated other comprehensive income | - | (2,339) |
| Accumulated deficit | (25,984,699) | (21,017,440) |
| TOTAL EQUITY | 12,606,453 | 7,837,362 |
| TOTAL LIABILITIES AND EQUITY | $26,033,318 | $12,868,473 |
| (1) | Reflects the 1-for-3.5 reverse stock split that became effective on September 2, 2025, the 1-for-4 reverse stock split that became effective on January 6, 2026, and the 1-for-6 reverse stock split that became effective on March 10, 2026. On a combined basis, this reflects retrospectively a reverse stock split of 1-for-84. |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
Condensed Consolidated Statements of Operations and Comprehensive Loss
| Three months ended March 31, 2026 | Three months ended March 31, 2025 | |
|---|---|---|
| Revenue | $681,994 | - |
| Total revenue | 681,994 | - |
| Cost of Goods Sold | 451,520 | - |
| Gross margin | $230,474 | - |
| Operating expenses | ||
| Bad debt expense | 1,567 | - |
| Depreciation and amortization | 159,444 | 1,085 |
| Marketing and promotion | 34,364 | 35,594 |
| Consulting fees | 1,210,015 | 547,557 |
| Office and administrative | 1,381,736 | 209,031 |
| Professional fees | 592,023 | 266,468 |
| Investor relations | 16,133 | 69,950 |
| Research and development | 47,061 | 32,433 |
| Repairs and maintenance | 1,414 | - |
| Foreign exchange (gain) loss | 11,550 | 386 |
| Travel and entertainment | 108,341 | 39,220 |
| Total operating expenses | $3,563,648 | 1,201,724 |
| Other income (expense) | ||
| Finance cost | (561,922) | - |
| Change in fair value of derivative liabilities | (681,126) | - |
| Dividend income | 2,489 | - |
| Gain on the termination of the intangible asset | - | 129,613 |
| Interest income | 62,921 | 28,856 |
| Interest expense | (474,170) | (10,474) |
| Realized gain (loss) on investments | 23,151 | (466,678) |
| Unrealized gain (loss) on investments | 37,587 | (60,404) |
| Loss on disposal of PP&E | (64,245) | - |
| Other income | 1,729 | - |
| Net loss from continuing operations | $(4,986,760) | (1,580,811) |
| Net income(loss) from discontinued operations (Note 4) | 19,501 | (27,644) |
| Total net loss | (4,967,259) | (1,608,455) |
| Other comprehensive income (loss) | ||
| Currency translation adjustment | 2,339 | (479) |
| Total comprehensive loss | $(4,964,920) | (1,608,934) |
| Basic and diluted loss per share | ||
| Continuing operations | $(11.219) | (243.764) |
| Discontinued operations | $0.044 | (4.263) |
| Weighted average shares outstanding(1) | 444,506 | 6,485 |
| (1) | Reflects the 1-for-3.5 reverse stock split that became effective on September 2, 2025, the 1-for-4 reverse stock split that became effective on January 6, 2026, and the 1-for-6 reverse stock split that became effective on March 10, 2026. On a combined basis, this reflects retrospectively a reverse stock split of 1-for-84. |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
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, December 31, 2025 | 80,699 | 8 | 6,372,874 | 637 | 28,856,496 | (21,017,440) | (2,339) | 7,837,362 |
| Reverse stock split effect | (4) | - | - | - | - | - | - | - |
| Issuance of common shares in the partial settlement of Pre-Paid Purchases | 1,856,076 | 186 | 9,725,609 | 9,725,795 | ||||
| Share-based compensation | - | - | - | - | 8,216 | - | - | 8,216 |
| Net loss for the period | - | - | - | - | - | (4,967,259) | - | (4,967,259) |
| Currency translation adjustment | - | - | - | - | - | - | 2,339 | 2,339 |
| Balance, March 31, 2026 | 1,936,771 | 194 | 6,372,874 | 637 | 38,590,321 | (25,984,699) | - | 12,606,453 |
| Balance, December 31, 2024 | 5,227 | 1 | - | - | 19,929,527 | (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 | 6 | - | - | - | 43,535 | - | - | 43,535 |
| Exercise of Series A Warrants | 1,649 | - | - | - | 1,698,058 | - | - | 1,698,058 |
| Issued pursuant to the registered direct offering | 1,538 | - | - | - | 1,245,306 | - | - | 1,245,306 |
| Repurchase of shares | (1) | - | - | - | (179) | - | - | (179) |
| Round up shares due to reverse stock splits | 1 | - | - | - | - | - | - | - |
| Share-based compensation | - | - | - | - | (58,838) | - | - | (58,838) |
| Net loss for the period | - | - | - | - | - | (1,608,455) | - | (1,608,455) |
| Currency translation adjustment | - | - | - | - | - | - | (479) | (479) |
| Balance, March 31, 2025 | 8,420 | 1 | 6,372,874 | 637 | 23,006,772 | (14,878,082) | (816) | 8,128,512 |
| (1) | Reflects the 1-for-3.5 reverse stock split that became effective on September 2, 2025, the 1-for-4 reverse stock split that became effective on January 6, 2026, and the 1-for-6 reverse stock split that became effective on March 10, 2026. On a combined basis, this reflects retrospectively a reverse stock split of 1-for-84. |
Condensed Consolidated Statements of Cash Flows
| March 31, 2026 | March 31, 2025 | |
|---|---|---|
| Operating activities | ||
| Net loss | $(4,967,259) | $(1,608,455) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||
| Bad debt expense | 1,567 | - |
| Depreciation and amortization | 173,904 | 1,601 |
| Finance cost | 561,922 | |
| Share-based compensation | 8,216 | (58,838) |
| Straight-line rent expense | 16,258 | (230) |
| Change in fair value of derivative liabilities | 681,126 | - |
| Non-cash interest expense | 463,421 | 9,685 |
| Research and development costs for intangible assets | - | 14,358 |
| Gain on termination of intangible asset | - | (129,613) |
| Loss on the sale of Skincare | - | 39,676 |
| Loss on disposal of PP&E | 64,245 | - |
| Realized loss (gain) on sale of investments | (23,151) | 466,678 |
| Unrealized loss(gain) on investments | (37,587) | 60,404 |
| Changes in operating assets and liabilities: | ||
| Receivables | 120,049 | (76,660) |
| Prepaid expenses and deposits | (41,296) | 69,575 |
| Inventory | (114,570) | 22,966 |
| Accounts payable and accrued liabilities | 116,488 | 259,661 |
| Customer deposits | - | (20,496) |
| Due to related parties | (2,928) | (397,728) |
| Cash flows used in operating activities1 | $(2,979,595) | $(1,347,416) |
| Investing activities | ||
| Purchase of investments | (1,435,393) | (430,024) |
| Proceeds from sale of investments | 1,334,780 | 214,705 |
| Purchase of equipment | (363,087) | - |
| Acquisition of businesses | (2,019,909) | - |
| Cash flows used in investing activities1 | $(2,483,609) | $(215,319) |
| Financing activities | ||
| Exercise of Series A warrants | - | 1,938,772 |
| Proceeds from the issuance of common stock and warrants | - | 1,484,028 |
| Share issuance costs | - | (479,436) |
| Repurchase of shares and warrants | - | (179) |
| Repayment towards promissory note | (21,250) | - |
| Equipment financing proceeds | 353,468 | - |
| Repayment towards equipment financing | (13,049) | - |
| Proceeds from the Pre-Paid Purchases of Equity Purchase Facility (“ELOC”), net | 14,093,737 | - |
| Cash flows provided by financing activities | $14,412,906 | $2,943,185 |
| Effect of exchange rate changes on cash | 2,339 | (469) |
| Increase in cash | 8,952,041 | 1,379,981 |
| Cash, beginning of period | 5,402,333 | 3,984,453 |
| Cash, ending of period | $14,354,374 | $5,364,434 |
Condensed Consolidated Statements of Cash Flows
| Supplemental cash flow information: | ||
|---|---|---|
| Cash paid for interest | $33,037 | $789 |
| Cash paid for taxes | - | - |
| Non-cash Investing and Financing transactions: | ||
| Common stock issued and issuable on acquisition of intangible asset | - | 43,535 |
| 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 |
| Common stock issued to settle a portion of the ELOC | 9,725,795 | - |
| 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.