PMGC Holdings Inc.

FOR THE 2026 ANNUAL STOCKHOLDERS MEETING

JUNE 5, 2026

This proxy statement (this “Proxy Statement”) contains information related to the 2026 Annual Stockholders Meeting (the “Annual Meeting”) of PMGC Holdings Inc., which will be held at 9:30 am Pacific Standard Time on Friday, June 5, 2026, and any postponements or adjournments of the meeting. We first mailed these proxy materials to stockholders on or about May 15, 2026. In this Proxy Statement, “Company,” “PMGC,” “we,” “us,” and “our” each refer to PMGC Holdings Inc. and its subsidiaries.

ABOUT THE PROXY MATERIALS

We are furnishing proxy materials to our stockholders of record on April 27, 2026, in connection with the solicitation of proxies by our Board of Directors (the “Board”) for use at the Annual Meeting to be held virtually atwww.virtualshareholdermeeting.com/ELAB2026, at 9:30 a.m. Pacific Standard Time on Thursday, June 5, 2026. This proxy is being solicited by the Board and the cost of solicitation of the proxies will be paid by the Company. Our officers, directors and regular employees, without additional compensation, also may solicit proxies by further mailing, by telephone or personal conversations. We have no plans to retain any firms or otherwise incur any extraordinary expense in connection with the solicitation.

We are using the “Full Set Delivery” method of providing proxy materials to all stockholders of record. Only holders of record of shares of common stock, par value $0.0001 per share (the “Common Stock”), and series B preferred stock, par value $0.0001 per share (the “Series B Preferred Stock”) at the close of business on April 27, 2026 (the “Record Date”) are entitled to receive notice of and to vote at the Annual Meeting or any postponements or adjournments of the meeting. Because we have elected to utilize the “Full Set Delivery” option, we are delivering to all stockholders of record paper copies of this Proxy Statement and form of proxy, as well as providing access to the proxy materials on a publicly accessible website. We began distributing this Proxy Statement, the Notice and proxy card on or about May 15, 2026. This Proxy Statement and the accompanying notice are also available atwww.proxyvote.com.

Additionally, we note that all applicable Common 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. 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 . 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, unless otherwise stated.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2026 ANNUAL STOCKHOLDERS MEETING TO BE HELD ON JUNE 5, 2026

This Proxy Statement and the enclosed proxy card are available atwww.proxyvote.com.

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record, you may vote using the following methods:

Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy using one of the methods described above to ensure your vote is counted. You may still attend the Annual Meeting and vote even if you have already voted by proxy.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank

If you are a beneficial owner of shares registered in the name of your broker or other nominee, you may vote using the following methods:

You may examine a list of the stockholders of record as of the close of business on April 27, 2026 for any purpose germane to the Annual Meeting during normal business hours during the 10-day period preceding the date of the meeting at 120 Newport Center Drive, Newport Beach, CA 92660.

What You Are Voting On

At the Annual Meeting, there are four (4) matters scheduled for a vote of the stockholders:

For the matters to be voted on, you may vote “For” or “Against” or abstain from voting. If you receive more than one proxy card, your shares are registered in more than one name or are registered in different accounts. Please complete, sign and return each proxy card to ensure that all of your shares are voted.

Quorum and Required Votes

Only holders of record of shares of Common Stock and Series B Preferred Stock of the Company at the close of business on Record Date, which was April 27, 2026, are entitled to vote at the Annual Meeting or any postponements or adjournments of the meeting. As of the Record Date, PMGC had 4,543,751 shares of Common Stock outstanding and 6,372,874 shares of Series B Preferred Stock outstanding.

The presence at the meeting of 33 1/3% of the outstanding shares of capital stock entitled to vote, in person or by proxy relating to any matter to be acted upon at the meeting, is necessary to constitute a quorum for the meeting. Each outstanding share of Common Stock is entitled to one (1) vote. The Series B Preferred Stock votes together with the Common Stock as one class. Each outstanding share of Series B Preferred Stock is entitled to one (1) vote.

Proxies marked “Abstain” and broker “non-votes” will be treated as shares that are present for purposes of determining the presence of a quorum. An “abstention” occurs when a stockholder sends in a proxy with explicit instructions to decline to vote regarding a particular matter. A broker non-vote occurs when a broker or other nominee who holds shares for another person does not vote on a particular proposal because that holder does not have the discretionary voting power for the proposal and has not received voting instructions from the beneficial owner of the shares; as a result, the broker or other nominee is unable to vote those uninstructed shares. Abstentions and broker non-votes, while included for quorum purposes, will not be counted as votes “cast” for or “against” any proposal other than proposal 3, of which abstentions will have the effect of an “against” vote.

The following table summarizes the votes required for passage of each proposal and the effect of abstentions and uninstructed shares held by brokers.Please note that brokers may not vote your shares on the election of directors or any non-routine matters if you have not given your broker specific instructions as to how to vote. Please be sure to give specific voting instructions to your broker so that your vote can be counted.

Recommendation of Board of Directors

Unless you instruct otherwise on your proxy card, the persons named as proxy holders on the proxy card will vote in accordance with the recommendations of the Board. Specifically, the Board’s recommendations are as follows:

The proxy holders will vote as recommended by the Board with respect to any other matter that properly comes before the Annual Meeting, including any postponements or adjournments thereof. If the Board on any such matter gives no recommendation, the proxy holders will vote in their own discretion.

Revocation of Proxies

After you have submitted your proxy, you may change your vote at any time before the proxy is exercised by filing with the acting Secretary of PMGC either a notice of revocation or a duly executed proxy bearing a later date. The powers of the proxy holders will be suspended if you attend the Annual Meeting in person and request to recast your vote. Attendance at the Annual Meeting will not, by itself, revoke a previously granted proxy.

Householding

The Securities & Exchange Commission (the “SEC”) has adopted rules that permit companies and intermediaries, such as brokers, to satisfy the delivery requirements for proxy statements with respect to two or more security holders sharing the same address by delivering a single copy of a notice and, if applicable, a proxy statement, to those security holders.

A single copy of the Notice, this Proxy Statement and proxy card will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from these stockholders. Once you have received notice from your broker, or from us, that they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate Notice and Proxy Statement, please notify your broker and also notify us by sending your written request to: PMGC Holdings Inc., 120 Newport Center Drive, Newport Beach, CA 92660, Attention: Corporate Secretary, or by calling (888) 445-4886.

A stockholder who currently receives multiple copies of the Notice or Proxy Statement at his, her or its address and would like to request “householding” should also contact its broker and notify us using the contact information above.

Voting Procedures and Tabulation of Votes

Our inspector of election, a representative from Broadridge, will tabulate votes cast by proxy, in person or otherwise at the Annual Meeting. We will also report the results in a Current Report on Form 8-K filed with the SEC within four (4) business days of the Annual Meeting.

Questions

If you have any questions about the Annual Meeting, the various proposals to be voted on at the Annual Meeting and/or how to participate in the Annual Meeting online at www.proxyvote.com* *and vote at that time and/or would like copies of any of the documents referred to in this Proxy Statement, contact Investor Relations at (888) 445-4886.