PMGC Holdings Inc.

DEF 14A 1 ea0290873-def14a_pmgchold.htm DEFINITIVE PROXY STATEMENT

**UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Check the appropriate box:

**PMGC Holdings Inc.

**(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

**NOTICE OF THE 2026 ANNUAL STOCKHOLDERS MEETING

TO BE HELD ONJune 5, 2026

To the Stockholders of PMGC Holdings Inc.:

You are invited to attend the 2026 Annual Meeting of Stockholders (“Annual Meeting”) of PMGC Holdings Inc. (the “Company,” “PMGC,” “our,” “we,” and “us”), which will be held on Friday, June 5, 2026, at 9:30 am Pacific Time. This year’s Annual Meeting will be a virtual meeting, conducted solely online atwww.virtualshareholdermeeting.com/ELAB2026. Hosting a virtual meeting will enable our stockholders to attend online and participate from any location around the world.

At the Annual Meeting, you will be asked to act on the following matters:

Only holders of record of shares of common stock, par value $0.0001 per share, and series B preferred stock, par value $0.0001 per share , at the close of business on April 27, 2026 are entitled to receive notice of and to vote at the Annual Meeting or any postponements or adjournments of the meeting. The accompanying proxy statement (“Proxy Statement”) contains details concerning the foregoing items, as well as information on how to vote your shares. We urge you to read and consider these documents carefully.

We are using the “Full Set Delivery” method of providing proxy materials to all stockholders of record. Because we have elected to utilize the “Full Set Delivery” option, we are delivering to all stockholders of record paper copies of the Proxy Statement and form of proxy, as well as providing access to the proxy materials on a publicly accessible website. We began distributing the Proxy Statement, the Notice and proxy card on or about May 15, 2026. The Proxy Statement and the Notice are also available atwww.proxyvote.com.

**Your vote is very important.*Whether or not you plan to attend the Annual Meeting, we encourage you to submit your proxy or voting instructions as soon as possible. *We encourage you to read the Proxy Statement and submit your proxy or voting instructions as soon as possible. You can revoke a proxy at any time prior to its exercise at the Annual Meeting by following the instructions in the Proxy Statement. You can vote your shares electronically via the internet, by telephone or if applicable, by completing and returning the proxy card or voting instruction card. For specific instructions on how to vote your shares, please refer to the instructions on the proxy card you received in the mail, and the additional information in the accompanying Proxy Statement.

Additionally, we note that all applicable Common Stock share numbers, Series B Preferred Stock share numbers, option numbers, warrant numbers, other derivative security numbers and exercise and conversion prices appearing in the Proxy Statement and any related materials have been adjusted, unless otherwise stated. On January 6, 2026, the Company completed a reverse stock split at a 1:4 ratio, pursuant to which every four shares of Common Stock prior to the reverse stock split were converted into one (1) share of Common Stock post-reverse split. On March 10, 2026, the Company completed a reverse stock split at a 1:6 ratio, pursuant to which every six shares of Common Stock prior to the reverse stock split were converted into one (1) share of Common Stock post-reverse split. All current and comparative references to the number of Common Stock, warrants, options, weighted average number of Common Stock, and loss per share have been retrospectively adjusted to give effect to these reverse stock splits. On a combined basis, this reflects retrospectively a reverse stock split of 1:24.

NOTE REGARDING FORWARD-LOOKING STATEMENTS

The Proxy Statement contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements may relate to our future financial performance, business operations, and executive compensation decisions, or other future events. You can identify forward-looking statements by the use of words such as “anticipate,” “believe,” “could,” “expect,” “intend,” “may,” “will,” or the negative of such terms, or other comparable terminology. Forward-looking statements also include the assumptions underlying or relating to such statements. We have based these forward-looking statements on our current expectations and projections about future events that we believe may affect our business, results of operations and financial condition.

The outcomes of the events described in these forward-looking statements are subject to risks, uncertainties and other factors described in the section titled “Risk Factors,” and elsewhere, in the reports filed with the U.S. Securities and Exchange Commission. We cannot assure you that the events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results could differ materially from those expressed or implied in the forward-looking statements. We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made except as may be required under applicable securities law.

**PROXY STATEMENT

FOR THE ANNUAL STOCKHOLDERS MEETING

TO BE HELD ON JUNE 5, 2026

TABLE OF CONTENTS

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on June 5, 2026: Pursuant to the rules of the U.S. Securities and Exchange Commission (“SEC”) with respect to the Annual Meeting, we have elected to utilize the “Full Set Delivery” option of providing paper copies of our proxy materials by mail.

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**120 Newport Center Drive

Newport Beach, CA 92660