PMGC Holdings Inc.
For the period ended Jun 30, 2026. Filed Aug 14, 2026.
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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.
Jun 30, 2026 · Filed Aug 14, 2026
ELAB$1.61-2.4%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-15.
0001213900-26-056927
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-14.
0001213900-26-089530
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 71 previous paragraphs and 98 current paragraphs.
51 unchanged; 11 reworded; 34 added; 9 removed; 0 previous and 2 current paragraphs rearranged.
Tables are not compared: 19 previous and 17 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (34)
Current report
Comparison of the six months ended June 30, 2026 and 2025.
Current report
Research and development expenses for the six months ended June 30, 2026, were $357,280 compared to $99,108 for the six months ended June 30, 2025, an increase of $258,172. Research and development relates to the Company’s spending on clinical validation studies and product development. The increase is primarily attributable to research and professional services provided by INmune Bio Inc. to NorthStrive BioSciences at $12,000 per month, the continued advancement of the EL-22 research program, and development activity at the newly acquired subsidiaries, none of which were part of the Company in the comparative period.
Current report
Office and administrative expenses for the six months ended June 30, 2026 were $2,987,056, compared to $528,870 for the six months ended June 30, 2025, an increase of $2,458,186. The increase was primarily due to higher corporate activity at PMGC Holdings, including the costs of the Company’s financing initiatives and the management and integration of the newly acquired businesses, which drove general office and administrative costs to $2,405,949 from $458,639. Rent expense increased to $398,346 from $33,627, reflecting the leased premises of Pacific Sun, AGA, SVM and A&B Aerospace, none of which were part of the Company in the comparative period. Share-based compensation included in office and administration increased to $182,761 from $36,604, principally in respect of the options granted on June 1, 2026.
Current report
Professional fees for the six months ended June 30, 2026 were $1,144,579, compared to $550,643 for the six months ended June 30, 2025, an increase of $593,936. The increase was primarily due to higher legal fees of $510,892 (2025 – $291,933) incurred on the acquisitions completed during the period, the equity line of credit financings and intellectual property matters; higher audit fees of $183,005 (2025 – $113,500) and accounting and tax fees of $93,937 (2025 – $61,856) reflecting the increased level of compliance activity; and $300,618 (2025 – $nil) of acquisition-related professional services, including staff placement fees, valuation fees, IT contracting, ISO management services and business transition consulting. This increase was partially offset by lower filing fees of $56,127 (2025 – $83,354).
Current report
Investor relations expenses for the six months ended June 30, 2026 were $45,398, compared to $116,777 for the six months ended June 30, 2025, a decrease of $71,379. The decrease was primarily due to the reduction in the NASDAQ listing fee to $4,666 per month from $7,166 per month, together with the absence of certain investor relations costs incurred in the prior-year period, including $36,142 related to Broadridge and $10,000 related to Investor Hub.
Current report
Marketing and Promotion
Current report
Marketing and promotion expenses for the six months ended June 30, 2026 were $59,767, compared to $117,923 for the six months ended June 30, 2025, a decrease of $58,156. The decrease is attributable to the absence of comparable marketing agreements in the current period; the comparative period included two $125,000 promotional agreements that were not renewed.
Current report
Repairs and Maintenance
Current report
Repairs and maintenance expenses for the six months ended June 30, 2026 were $112,647, compared to $nil for the six months ended June 30, 2025. The increase reflects repairs and maintenance on the plant and machinery of the newly acquired manufacturing subsidiaries. The Company held no manufacturing assets in the comparative period.
Current report
Travel and Entertainment
Current report
Travel and entertainment expenses for the six months ended June 30, 2026 were $171,778, compared to $55,411 for the six months ended June 30, 2025, an increase of $116,367. The increase is due to a higher volume of business travel during the current period, primarily related to the acquisitions completed and the financing activities undertaken.
Current report
Other income (expense) for the six months ended June 30, 2026 was a net expense of $785,349, compared to net income of $54,941 for the six months ended June 30, 2025, an unfavorable variance of $840,290. The variance was primarily due to interest expense of $1,056,411 (2025 – $10,476), representing accretion of discount and contractual interest on the convertible debt host under the pre-paid purchases issued under the Company’s two equity line of credit facilities together with interest on the equipment financing obligations; finance costs of $620,909 (2025 – $nil) representing the original issue discount and transaction costs allocated to the bifurcated derivatives on those pre-paid purchases; and a loss on disposal of property and equipment of $63,345 (2025 – $nil). The unfavorable variance was partially offset by a fair value gain on derivative liabilities of $701,920 (2025 – $nil), a realized gain on investments of $86,392, compared to a realized loss of $371,494 in the prior-year period, and higher interest income of $146,080 (2025 – $65,383) earned on the substantially higher cash balances held following the financings. The prior-year period also included a $129,613 gain on the termination of an intangible asset and an unrealized gain on investments of $238,899, compared to $5,322 in the current period.
Current report
Revenue, Cost of Revenue and Gross Margin
Current report
Refer to the analysis under the six months ended June 30, 2026 above.
Current report
Research and Development Expenses
Current report
Research and development expenses for the three months ended June 30, 2026 were $310,219, compared to $66,675 for the three months ended June 30, 2025, an increase of $243,544. The increase is primarily attributable to research and professional services provided by INmune Bio Inc. to NorthStrive BioSciences at $12,000 per month, together with development activity at the newly acquired subsidiaries.
Current report
Office and Administrative Expenses
Current report
Office and administrative expenses for the three months ended June 30, 2026 were $1,605,320, compared to $319,839 for the three months ended June 30, 2025, an increase of $1,285,481. The increase was primarily due to higher corporate activity at PMGC Holdings, including the costs of the financing initiatives and the management and integration of the newly acquired businesses, which drove general office and administrative costs to $1,243,205 from $296,806. Rent expense increased to $187,570 from $7,191, reflecting the leased premises of the newly acquired subsidiaries, including the A&B Aerospace facility taken on during the quarter. Share-based compensation included in office and administration increased to $174,545 from $15,842.
Current report
Consulting Fees
Current report
Professional Fees
Current report
Professional fees for the three months ended June 30, 2026 were $552,556, compared to $284,175 for the three months ended June 30, 2025, an increase of $268,381. The increase was primarily due to higher legal fees of $254,379 (2025 – $154,816) incurred on the A&B Aerospace acquisition, the new equity line of credit facility and intellectual property matters; higher audit fees of $82,000 (2025 – $53,500); and $157,330 (2025 – $nil) of acquisition-related professional services, including staff placement fees, valuation fees and business transition consulting. These increases were partially offset by lower accounting and tax fees of $33,920 (2025 – $61,856).
Current report
Investor Relations
Current report
Investor relations expenses for the three months ended June 30, 2026 were $29,265, compared to $46,827 for the three months ended June 30, 2025, a decrease of $17,562. The decrease is primarily attributable to the reduction in the NASDAQ listing fee to $4,666 per month from $7,166 per month in the comparative quarter.
Current report
Marketing and Promotion
Current report
Marketing and promotion expenses for the three months ended June 30, 2026 were $25,403, compared to $82,329 for the three months ended June 30, 2025, a decrease of $56,926. The decrease is attributable to the absence in the current quarter of the promotional agreements incurred in the comparative quarter, which were not renewed.
Current report
Repairs and Maintenance
Current report
Repairs and maintenance expenses for the three months ended June 30, 2026 were $111,233, compared to $nil for the three months ended June 30, 2025. The increase reflects repairs and maintenance on the plant and machinery of the newly acquired manufacturing subsidiaries.
Current report
Travel and Entertainment
Current report
Travel and entertainment expenses for the three months ended June 30, 2026 were $63,437, compared to $16,191 for the three months ended June 30, 2025, an increase of $47,246. The increase is due to a higher volume of business travel in the current quarter, primarily related to the A&B Aerospace acquisition and the equity line of credit financing.
Current report
Other income (expense)
Current report
Other income (expense) for the three months ended June 30, 2026 was net income of $868,237, compared to net income of $434,028 for the three months ended June 30, 2025, a favorable variance of $434,209. The favorable variance was primarily due to a fair value gain on derivative liabilities of $1,383,046 (2025 – $nil), partially offset by interest expense of $582,241 (2025 – $2), comprising accretion of discount and contractual interest on the convertible debt host under the pre-paid purchases together with interest on the equipment financing obligations; finance costs of $58,987 (2025 – $nil) on Secured Pre-Paid Purchase #1 issued in April 2026 under the new $40 million equity line of credit facility; and an unrealized loss on investments of $32,265, compared to an unrealized gain of $299,303 in the comparative quarter. These items were partially offset by interest income of $83,159 (2025 – $36,527) and a realized gain on investments of $63,241 (2025 – $95,184).
Current report
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.
Current report
During the six months ended June 30, 2026, net cash provided by financing activities was $23,873,000, compared to $4,410,768 for the same period in 2025. The increase was primarily attributable to net cash proceeds of approximately $14.09 million from the second, third and fourth Pre-Paid Purchases under the Company’s $20 million equity line of credit facility, a further $9.73 million from the first Pre-Paid Purchase and the concurrent sale of registered shares under the new $40 million facility entered into on April 16, 2026, and $353,468 of equipment financing proceeds.
Current report
These inflows were partially offset by the settlement in full of the promissory notes payable on April 16, 2026 and repayments made toward the equipment financing loan during the period. During the six months ended June 30, 2025, financing activities consisted primarily of $1,245,306 in proceeds from the issuance of common stock and pre-funded warrants, $1,698,058 in proceeds from the exercise of Series A warrants and $1,467,583 from the sale of common shares under the At-the-Market share sales agreement.
Removed paragraphs (9)
Previous report
SVM was acquired by the Company on February 2, 2026. Subsequently 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.
Previous report
Research and development expenses for the three months ended March 31, 2026, were $47,061 compared to $32,433 for the three months ended March 31, 2025, an increase of $14,628. Research and Development related to the Company’s spending on clinical validation studies. The increase in research and development is mainly driven by the company continuously working on the research project of EL-22 and the costs of the Type B pre-Investigational New Drug meeting with the U.S. Food and Drug Administration.
Previous report
Office and administrative expenses for the three months ended March 31, 2026 were $1,381,736, compared to $209,031 for the three months ended March 31, 2025, an increase of $1,172,705. The increase was primarily due to higher office and administrative costs from increased business activity, financing initiatives, and the management of newly acquired businesses, as well as rent expense incurred by Pacific Sun, AGA, and SVM. This increase was partially offset by lower share-based compensation expense in the current period.
Previous report
Professional fees for the three months ended March 31, 2026 were $592,023, compared to $266,468 for the three months ended March 31, 2025, an increase of $325,555. The increase was primarily due to higher legal, audit, accounting/tax, and acquisition-related professional service costs, including costs related to the SVM acquisition, financing activities, valuation services, staff placement, and business transition consulting.
Previous report
Investor relations expenses for the three months ended March 31, 2026 were $16,133, compared to $69,950 for the three months ended March 31, 2025, a decrease of $53,817. The decrease is primarily attributable to a decrease in public relations and media coverage expenses during the three months ended March 31, 2026 compared to the three months ended March 31, 2025.
Previous report
Other income (expense) for the three months ended March 31, 2026 was a net expense of $1,653,586, compared to a net expense of $379,087 for the three months ended March 31, 2025, an unfavorable variance of $1,274,499. The variance was primarily due to finance costs of $561,922 associated with the ELOC arrangement, fair value losses on derivative liabilities of $681,126, and higher interest expense of $474,170 related to the second, third, and fourth pre-paid purchase transactions under the ELOC arrangement. The unfavorable variance was partially offset by realized and unrealized gains on investments, higher interest income, and the absence of the prior-year realized loss on investments.
Previous report
The Company expects an improvement in liquidity and capital resources, including cash obtained from any sale of investment securities it currently owns. Cash flows used in discontinued operating and investing activities has been excluded from our analysis. The Company may be paid additional earn-out consideration in connection with the sale of its skincare business, consisting of potential payments for each year ending on the anniversary of the Closing Date during the five-year period thereafter, equal to 5% of the sales generated during each such year from the existing products as of the Closing and a one-time payment of $500,000 if the buyer achieves $500,000 in revenue from sales of the existing hair and scalp products as of the Closing Date, on or before the 24-month anniversary of the Closing Date. The Company plans to use the cash obtained from any sale of investment securities or earnout payment for working capital.
Previous report
During the three months ended March 31, 2026, net cash provided by financing activities was $14,412,906, compared to $2,943,185 for the same period in 2025. The increase was primarily attributable to $14,093,737 in proceeds from the second, third, and fourth Pre-Paid Purchases under its ELOC with an investor. During the three months ended March 31, 2025, financing activities consisted primarily of $1,245,306 in proceeds, net of issuance cost, from the issuance of common stock and pre-funded warrants and $1,698,058 in proceeds, net of issuance cost, from the exercise of Series A warrants.
Previous report
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).
Reworded paragraphs (11)
Previous wording
Revenue for the three months ended March 31, 2026, was $681,994 as compared to $nil for the three months ended March 31, 2025, an increase of $681,994. Revenue was generated by the Company’s newly acquired subsidiaries.
Current wording
Revenue for the six months ended June 30, 2026, was $1,988,604 as compared to $nil for the six months ended June 30, 2025, an increase of $1,988,604. Revenue was generated by the Company’s newly acquired subsidiaries — Pacific Sun Packaging, AGA Precision Systems, SVM Machining and A&B Aerospace — none of which formed part of the Company in the comparative period, when the Company had no continuing revenue-generating operations following the disposal of the skincare business.
Previous wording
Cost of revenue for the three months ended March 31, 2026, was $451,520 as compared to $nil for the three months ended March 31, 2025
Current wording
Cost of revenue for the six months ended June 30, 2026, was $1,372,439 as compared to $nil for the six months ended June 30, 2025
Previous wording
The increase in cost of revenue is directly attributed to the increase in sales during the three months ended March 31, 2026, compared to 2025. The following is a breakdown of the components of the cost of revenue:
Current wording
The increase in cost of revenue is directly attributed to the revenue recognized by the newly acquired manufacturing subsidiaries during the six months ended June 30, 2026, compared to 2025. The following is a breakdown of the components of the cost of revenue:
Previous wording
Gross profit for the three months ended March 31, 2026, was $230,474, as compared to $nil for the three months ended March 31, 2025, an increase of $230,474. This represents an overall gross margin percentage of 33.79% for the three months ended March 31, 2026, compared to $nil in 2025. The increase in gross profit and gross margin percentage was primarily attributable to the inclusion of revenues generated from the newly acquired subsidiaries.
Current wording
Gross profit for the six months ended June 30, 2026, was $616,165, as compared to $nil for the six months ended June 30, 2025, an increase of $616,165. This represents an overall gross margin percentage of 30.98% for the six months ended June 30, 2026, compared to $nil in 2025. The increase in gross profit and gross margin percentage was primarily attributable to the inclusion of revenues generated from the newly acquired subsidiaries.
Previous wording
Consulting fees for the three months ended March 31, 2026 were $1,210,015, compared to $547,557 for the three months ended March 31, 2025, an increase of $662,458. The Company’s Chief Executive Officer, Chief Financial Officer, and Chairman provide services in a consulting capacity. The increase was primarily driven by bonus-related consulting expenses of $1,032,415 (2025 – $300,000), representing contractual bonuses approved by the Board of Directors and the Compensation Committee. The increases were partially offset by a decrease in external consulting services.
Current wording
Consulting fees for the three months ended June 30, 2026 were $1,225,200, compared to $198,345 for the three months ended June 30, 2025, an increase of $1,026,855. The Company’s Chief Executive Officer, Chief Financial Officer, and Chairman provide services in a consulting capacity. The increase was primarily attributable to bonus-related consulting expenses of $1,050,000 (2025 – $nil), representing contractual bonuses approved by the Board of Directors and the Compensation Committee. The increases were partially offset by a decrease in external consulting services.
Previous wording
As of March 31, 2026, we had cash of $14,354,374 and as of December 31, 2025, we had cash of $5,402,333. The increase between December 31, 2025 and March 31, 2026 was attributable to cash provided by financing activities exceeding cash used in operating and investing activities . 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. The accompanying 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 Company believes it will have sufficient funds for at least the next 12 months from the issuance date of the unaudited condensed consolidated financial statements.
Current wording
As of June 30, 2026, we had cash of $18,141,758 and as of December 31, 2025, we had cash of $5,402,333. The increase between December 31, 2025 and June 30, 2026 was attributable to cash provided by financing activities exceeding cash used in operating and investing activities. As of June 30, 2026 and December 31, 2025, the Company had a net working capital of $5,504,403 and $2,928,959, respectively, and has an accumulated deficit of $28,926,081 and $21,017,440, respectively. Furthermore, for the six months ended June 30, 2026, and 2025, the Company incurred a net loss of $7,908,641 and $2,170,810, respectively and used $4,967,374 and $2,693,714, respectively of cash flows for operating activities. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The accompanying 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 Company believes it will have sufficient funds for at least the next 12 months from the issuance date of the unaudited condensed consolidated financial statements.
Previous wording
For the three months ended March 31, 2026, net cash flows used in operating activities was $2,979,595 compared to $1,155,514 used during the three months ended March 31, 2025, respectively. This difference in net cash flows between the respective fiscal periods is primarily due to net loss and timing of settlement of assets and liabilities.
Current wording
For the six months ended June 30, 2026, net cash flows used in operating activities was $4,967,374 compared to $2,693,714 used during the six months ended June 30, 2025, respectively, primarily due to the net loss for the period and the timing of settlement of assets and liabilities.
Previous wording
During the three months ended March 31, 2026, net cash used in investing activities was $2,483,609, compared to $215,319 for the same period in 2025. The increase was primarily driven by the Company’s acquisition of SVM for cash consideration of $2,019,909, strategic investments in publicly traded companies of $1,435,393, and equipment purchases of $363,087, partially offset by cash proceeds of $1,334,780 from the sale of investments. In comparison, investing activities during the three months ended March 31, 2025 were limited, with no business acquisitions or significant investment activity.
Current wording
During the six months ended June 30, 2026, net cash used in investing activities was $6,168,540, compared to $18,479 for the same period in 2025. The increase was primarily driven by the Company’s acquisition of SVM for cash consideration of $2,019,909, the acquisition of A&B Aerospace for cash consideration of $3,826,283, purchases of investment securities through PMGC Capital, and purchases of property and equipment, partially offset by cash proceeds from the sale of investments. In comparison, investing activities during the six months ended June 30, 2025 were limited, with no business acquisitions; the Company made strategic investments in publicly traded companies of $995,100 and advanced $127,300 under a short-term promissory note, offset by proceeds from the sale of investments of $1,109,921.
Previous wording
The Company’s functional and reporting currency is the U.S. dollar. The functional currency of the Company’s Canadian subsidiary, PMGC Research Inc. (“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.
Current wording
The Company’s functional and reporting currency is the U.S. 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.
Previous wording
During the three months ended March 31, 2026 and 2025, the Company recorded $8,216 and ($58,838), respectively, in share-based compensation expense, of which $8,216 and $nil, and $20,762 and ($79,600), is included in office and administration and discontinued operations, respectively. Within discontinued operations for the three months ended March 31, 2026 and 2025, $nil and $nil, and ($73,768) and ($5,832), respectively, is included in office and administration and research and development, respectively.
Current wording
During the six months ended June 30, 2026 and 2025, the Company recorded $182,761 and ($42,996), respectively, in share-based compensation expense, of which $182,761 and $36,604, is included in office and administration and $nil and ($79,600), respectively, is included in discontinued operations. Within discontinued operations for the six months ended June 30, 2025, ($73,768) and ($5,832) is included in office and administration and research and development, respectively. Share-based compensation recognized in the current period relates principally to the 1,125,692 options granted on June 1, 2026 at an exercise price of $1.77, having a grant-date fair value of $1,520,085 and vesting monthly over 36 tranches.
Previous wording
Determining the appropriate fair value model and the related assumptions requires judgment. During the three months ended March 31, 2026 and the year ended 2025, the fair value of each option grant was estimated using a Black-Scholes option-pricing model.
Current wording
Determining the appropriate fair value model and the related assumptions requires judgment. During the six months ended June 30, 2026 and the year ended 2025, the fair value of each option grant was estimated using a Black-Scholes option-pricing model.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
Consulting fees for the six months ended June 30, 2026 were $2,435,215, compared to $745,902 for the six months ended June 30, 2025, an increase of $1,689,313. The Company’s Chief Executive Officer, Chief Financial Officer, and Chairman provide services in a consulting capacity. The increase was primarily driven by bonus-related consulting expenses of $2,082,415, compared to $300,000 in the prior-year period, representing contractual bonuses approved by the Board of Directors and the Compensation Committee. The increases were partially offset by a decrease in external consulting services.
Current report — wording carried from elsewhere
The following table provides certain selected financial information for continuing operations for the periods presented and does not include activity from the skincare business of the Company: