PMGC Holdings Inc.

For the period ended Jun 30, 2026. Filed Aug 14, 2026.

About 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.

Jun 30, 2026 · Filed Aug 14, 2026

ELAB$1.69+7.0%Stored close · as of Nov 10, 2026

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Contents

Item 1. Financial Statements

Condensed Consolidated Financial Statements of

PMGC Holdings Inc.

For the six months ended June 30, 2026, and 2025

(Unaudited - Expressed in United States Dollars)

Condensed Consolidated Balance Sheets

As of:	June 30, 2026	December 31, 2025
ASSETS
Current Assets
Cash	$18,141,758	$5,402,333
Receivables, net	421,859	245,423
Other receivables	181,628	95,108
Prepaids and deposits	504,599	461,239
Inventory	932,508	95,098
Investment in securities- current	650,598	572,054
Total Current Assets	20,832,950	6,871,255
Operating lease right-of-use-assets	4,800,629	1,241,527
Property and equipment, net	1,901,625	885,520
Intangibles, net	5,993,815	2,892,397
Goodwill	3,035,477	977,774
TOTAL ASSETS	$36,564,496	$12,868,473
LIABILITIES
Current Liabilities
Accounts payable and accrued liabilities	$1,272,099	$697,633
Due to related parties	1,757,523	1,032,895
Current portion of consideration payable	1,785,277	206,250
Current portion of operating lease liability	647,472	247,627
Current portion of equipment financing payable	46,751	-
Derivative liabilities	743,942	418,412
Current portion of promissory notes payable	-	85,000
Convertible debt	9,075,483	1,254,479
Total Current Liabilities	15,328,547	3,942,296
Promissory notes payable	-	85,000
Operating lease liability	4,193,830	972,843
Equipment financing payable	274,248	-
Deferred tax liabilities	30,972	30,972
TOTAL LIABILITIES	$19,827,597	$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 June 30, 2026, and December 31, 2025, respectively	637	637
Common stock, $0.0001 par value, 1,000,000,000 shares authorized; 6,153,780 and 80,699 shares issued and outstanding as of June 30, 2026, and December 31, 2025, respectively (1)	615	8
Additional paid-in capital	45,661,728	28,856,496
Accumulated other comprehensive income	-	(2,339)
Accumulated deficit	(28,926,081)	(21,017,440)
TOTAL EQUITY	16,736,899	7,837,362
TOTAL LIABILITIES AND EQUITY	$36,564,496	$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

For the three months and six months ended June 30, 2026 and June 30, 2025

	Three months ended June 30, 2026	Three months ended June 30, 2025	Six months ended June 30, 2026	Six months ended June 30, 2025
Revenue	$1,306,610	-	1,988,604	-
Total revenue	1,306,610	-	1,988,604	-
Cost of Goods Sold	920,919	-	1,372,439	-
Gross margin	$385,691	-	616,165	-
Operating expenses
Bad debt expense	-	-	1,567	-
Depreciation and amortization	281,237	20	440,681	1,105
Marketing and promotion	25,403	82,329	59,767	117,923
Consulting fees	1,225,200	198,345	2,435,215	745,902
Office and administrative	1,605,320	319,839	2,987,056	528,870
Professional fees	552,556	284,175	1,144,579	550,643
Investor relations	29,265	46,827	45,398	116,777
Research and development	310,219	66,675	357,280	99,108
Repairs and maintenance	111,233	-	112,647	-
Foreign exchange (gain) loss	9,030	(883)	20,580	(497)
Travel and entertainment	63,437	16,191	171,778	55,411
Total operating expenses	$4,212,900	1,013,518	7,776,548	2,215,242
Other income (expense)
Finance cost	(58,987)	-	(620,909)	-
Change in fair value of derivative liabilities	1,383,046	-	701,920	-
Dividend income	1,938	3,016	4,427	3,016
Gain on the termination of the intangible asset	-	-	-	129,613
Interest income	83,159	36,527	146,080	65,383
Interest expense	(582,241)	(2)	(1,056,411)	(10,476)
Realized gain (loss) on investments	63,241	95,184	86,392	(371,494)
Unrealized gain (loss) on investments	(32,265)	299,303	5,322	238,899
Gain(loss) on disposal of PP&E	900	-	(63,345)	-
Other income	9,446	-	11,175	-
Net loss from continuing operations	$(2,958,972)	(579,490)	(7,945,732)	(2,160,301)
Net income (loss) from discontinued operations (Note 4)	17,590	17,135	37,091	(10,509)
Total net loss	(2,941,382)	(562,355)	(7,908,641)	(2,170,810)
Other comprehensive income (loss)
Currency translation adjustment	-	(406)	2,339	(885)
Total comprehensive loss	$(2,941,382)	(562,761)	(7,906,302)	(2,171,695)
Basic and diluted loss per share
Continuing operations	$(0.607)	(39.138)	(2.973)	(202.484)
Discontinued operations	$0.004	1.157	0.014	(0.985)
Weighted average shares outstanding(1)	4,876,498	14,806	2,672,745	10,669

(1)

Condensed Consolidated Statements of Changes in Stockholders’ Equity

For the three months ended June 30, 2026, and 2025

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, April 1, 2025	8,419	1	6,372,874	637	23,006,772	(14,878,082)	(816)	8,128,512
Issued and issuable shares for acquisition of intangible assets	143	-	-	-	-	-	-	-
Exercise of Pre-funded Warrants	1,968	-	-	-	-	-	-	-
Issuance of common shares under ATM program	7,062	1	-	-	1,467,581	-	-	1,467,582
Share-based compensation	-	-	-	-	15,842	-	-	15,842
Net loss for the period	-	-	-	-	-	(562,355)	-	(562,355)
Currency translation adjustment	-	-	-	-	-	-	(406)	(406)
Balance, June 30, 2025	17,592	2	6,372,874	637	24,490,195	(15,440,437)	(1,222)	9,049,175
Balance, April 1, 2026	1,936,771	194	6,372,874	637	38,590,322	(25,984,699)	-	12,606,454
Issuance of common shares in the partial settlement of Pre-Paid Purchases	3,954,542	395	-	-	6,005,380	-	-	6,005,775
Issuance of registered shares	262,467	26	-	-	891,481	-	-	891,507
Share-based compensation	-	-	-	-	174,545	-	-	174,545
Net loss for the period	-	-	-	-	-	(2,941,382)	-	(2,941,382)
Balance, June 30, 2026	6,153,780	615	6,372,874	637	45,661,728	(28,926,081)	-	16,736,899

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, January 1, 2025	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	148	-	-	-	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	-	-	-	-	-	-	-
Exercise of Pre-funded Warrants	1,968	-	-	-	-	-	-	-
Issuance of common shares under ATM program	7,062	1	-	-	1,467,581	-	-	1,467,582
Share-based compensation	-	-	-	-	(42,996)	-	-	(42,996)
Net loss for the period	-	-	-	-	-	(2,170,810)	-	(2,170,810)
Currency translation adjustment	-	-	-	-	-	-	(885)	(885)
Balance, June 30, 2025	17,592	2	6,372,874	637	24,490,195	(15,440,437)	(1,222)	9,049,175
Balance, January 1, 2026	80,699	8	6,372,874	637	28,856,496	(21,017,440)	(2,339)	7,837,362
Reverse stock split effect	(4)	-	-	-	(1)	-	-	(1)
Issuance of common shares in the partial settlement of the Pre-Paid Purchases	5,810,618	581	-	-	15,730,991	-	-	15,731,572
Issuance of registered shares	262,467	26	-	-	891,481	-	-	891,507
Share-based compensation	-	-	-	-	182,761	-	-	182,761
Net loss for the period	-	-	-	-	-	(7,908,641)	-	(7,908,641)
Currency translation adjustment	-	-	-	-	-	-	2,339	2,339
Balance, June 30, 2026	6,153,780	615	6,372,874	637	45,661,728	(28,926,081)	-	16,736,899

(1)

Condensed Consolidated Statements of Cash Flows

	June 30, 2026	June 30, 2025
Operating activities
Net loss	$(7,908,641)	$(2,170,810)
Adjustments to reconcile net loss to net cash used in operating activities:
Bad debt expense	1,567	-
Depreciation and amortization	479,307	1,622
Finance cost	620,503
Share-based compensation	182,761	(42,996)
Straight-line rent expense	61,730	(230)
Change in fair value of derivative liabilities	(701,920)	-
Non-cash interest expense	1,040,865	9,684
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	63,345	-
Realized loss (gain) on sale of investments	(86,392)	371,494
Unrealized loss(gain) on investments	(5,322)	(238,899)
Changes in operating assets and liabilities:
Receivables and other receivables	529,958	(104,473)
Prepaid expenses and deposits	(37,000)	120,999
Inventory	(278,909)	22,966
Accounts payable and accrued liabilities	1,081,564	(169,268)
Customer deposits	-	(20,496)
Due to related parties	(10,790)	(397,728)
Cash flows used in operating activities1	$(4,967,374)	$(2,693,714)
Investing activities
Purchase of investments	(2,870,818)	(995,100)
Proceeds from sale of investments	2,883,988	1,109,921
Purchase of equipment	(335,518)	-
Acquisition of businesses, net of cash acquired	(5,846,192)	-
Issuance of promissory note	-	(127,300)
Purchase of intangible assets	-	(6,000)
Cash flows used in investing activities1	$(6,168,540)	$(18,479)
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	-	(531,290)
Repurchase of shares and warrants	-	(179)
Issuance of common shares under ATM agreement	-	1,519,437
Repayment towards promissory note	(170,000)	-
Equipment financing proceeds	353,468	-
Repayment towards equipment financing	(131,585)	-
Proceeds from the Pre-Paid Purchases of Equity Purchase Facility (“ELOC”), net	22,929,610	-
Proceeds from issuance of registered shares	891,507	-
Cash flows provided by financing activities	$23,873,000	$4,410,768
Effect of exchange rate changes on cash	2,339	(400)
Increase in cash	12,739,425	1,698,175
Cash, beginning of period	5,402,333	3,984,453
Cash, ending of period	$18,141,758	$5,682,628

Condensed Consolidated Statements of Cash Flows

Supplemental cash flow information:
Cash paid for interest	$135,220	$791
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	15,731,572	-

1	Refer to Note 4 for disclosure of cash flows used in operating and investing activities of discontinued operations.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.