ELAB 10-K & 10-Q changes, risk factors and insider trading
PMGC Holdings Inc. · Nasdaq · Pharmaceutical Preparations · CIK 1840563 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Our operating cash consumption significantly exceeds our revenue, and we may not be able to fund our operations without continued access to the capital markets.”
New heading “Our existing equity purchase facility may result in substantial dilution to our existing stockholders and may place downward pressure on the price of our Common Stock.”
New heading “Our equity interests in our key subsidiaries and the assets of those subsidiaries are pledged as collateral under our equity purchase facility with Streeterville, and a default on our obligations pursuant to such facility could result in the loss of our operating businesses.”
New heading “We have conducted multiple reverse stock splits in a short period of time, which may adversely affect the market price of our Common Stock and investor confidence.”
New heading “If we fail to generate sufficient cash flow from our operations, we will be unable to continue to develop and commercialize our products and grow our businesses.”
New heading “We may be unable to realize the expected value from the divestiture of our Elevai Skincare business, including earn-out payments.”
New heading “RISKS RELATED TO OUR HOLDING COMPANY STRUCTURE AND ACQUISITION STRATEGY”
New heading “Our diversified holding company structure may make our business more complex and difficult to manage.”
New heading “Our results depend on our ability to allocate capital effectively across our subsidiaries and investments.”
New heading “We may not realize anticipated benefits from operating as a platform of multiple businesses.”
New heading “Our growth strategy depends on acquisitions, which involve significant risks and uncertainties.”
New heading “Potential business combinations could require significant management attention, prove difficult to integrate, and adversely affect our operating results.”
New heading “The purchase price allocations for our acquisitions may be preliminary and subject to adjustment, which could materially affect our reported financial results.”
New heading “We have recorded goodwill on our consolidated balance sheet that may be subject to impairment, which could adversely affect our financial results.”
New heading “Earn-out and contingent consideration arrangements may result in disputes or financial obligations that adversely affect our results.”
New heading “We depend on the founders and key employees of our acquired businesses, and their departure could adversely affect the performance of those businesses.”
New heading “RISKS RELATED TO OUR OPERATING SUBSIDIARIES”
New heading “Risks Related to Northstrive Biosciences Inc. (Biotechnology)”
New heading “Because our future commercial success with respect to our Licensed Products (as defined below) depends on gaining regulatory approval, we cannot generate therapeutic revenue without obtaining such approvals.”
New heading “We license from a third party the rights to our therapeutic product candidates and are therefore subject to the risk that we lose this license after investing substantial resources.”
New heading “Our products under development could be rendered obsolete by technological or other medical advances.”
New heading “Since we rely on third parties to conduct, supervise and monitor pre-clinical and clinical trials, their failure to perform satisfactorily may materially harm our business.”
New heading “Our therapeutic products may be expensive to manufacture, and they may not be profitable if we are unable to control the costs to manufacture them.”
New heading “Risks Related to Pacific Sun Packaging, Inc. (Specialty Packaging)”
New heading “Pacific Sun Packaging operates in a competitive industry and may face pricing pressure from larger competitors.”
New heading “Pacific Sun Packaging’s revenue depends on the IT hardware industry, which is subject to cyclical and secular changes.”
New heading “Pacific Sun Packaging is dependent on a limited number of suppliers for raw materials and components.”
New heading “Risks Related to AGA Precision Systems LLC (Precision Manufacturing)”
New heading “AGA Precision Systems operates in industries subject to stringent regulatory requirements, including International Traffic in Arms Regulations.”
New heading “Maintaining and renewing industry certifications, including AS9100, is critical to AGA’s ability to serve its customers.”
New heading “AGA Precision Systems has incurred, and may continue to incur, significant repair and maintenance costs, and the condition of its equipment may require ongoing capital investment.”
New heading “AGA Precision Systems has historically operated without a formal sales and marketing function, which may limit its growth.”
New heading “Risks Related to All Operating Subsidiaries”
New heading “Our operations across multiple industries expose us to diverse and potentially conflicting market risks.”
New heading “We may be subject to liability for workplace safety and employment-related claims across our operating subsidiaries.”
New heading “Our insurance coverage may be inadequate to protect us against all potential losses and liabilities.”
New heading “A portion of our revenue may be derived from a limited number of customers.”
New heading “Disruptions in supply chains or manufacturing operations could adversely affect our business.”
New heading “A disruption in our operations could have an adverse effect on our business.”
New heading “To sustain our growth, we will need to increase the size of our organization, and we may encounter difficulties managing growth across multiple subsidiaries.”
New heading “RISKS RELATED TO OUR INVESTMENT ACTIVITIES (PMGC CAPITAL)”
New heading “PMGC Capital LLC may be deemed an “investment company” under the Investment Company Act of 1940, which could impose significant regulatory burdens.”
New heading “PMGC Capital’s investment activities subject us to market risk, and we may incur losses on our investment portfolio.”
New heading “RISKS RELATED TO REGULATORY, LEGAL AND INTELLECTUAL PROPERTY MATTERS”
New heading “We may become subject to litigation, regulatory proceedings, or governmental investigations that could be costly and time-consuming.”
New heading “We are subject to anti-corruption, anti-bribery, and similar laws, and non-compliance could expose us to significant penalties.”
New heading “Changes in U.S. trade policy, tariffs, and international relations could adversely affect our supply chain and cost structure.”
New heading “If we fail to protect or enforce our intellectual property, others could compete against us more directly and we may not be able to compete effectively in our market.”
New heading “We may not be able to protect our proprietary technology, which may harm our ability to operate profitably.”
New heading “Patents held by other persons may result in infringement claims against us that are costly to defend and which may limit our ability to use disputed technologies.”
New heading “If our trademarks and trade names are not adequately protected, we may not be able to build name recognition in our target markets.”
New heading “We may need to license additional intellectual property from third parties in the future, and such licenses may not be available on commercially reasonable terms.”
New heading “A recall or suspension of sale of our products, or the discovery of serious safety issues, could have a significant negative impact on us.”
New heading “Regulations governing our products could harm our business.”
New heading “Government regulations relating to marketing and advertising may restrict, inhibit or delay our ability to sell our products.”
New heading “We may incur product liability claims that could harm our business, and past product liability claims relating to our previously divested Elevai Skincare products could still adversely affect our business.”
New heading “We may not have sufficient product liability insurance, which may leave us vulnerable to future claims we will be unable to satisfy.”
New heading “Our employees, independent contractors, consultants, distributors, vendors and strategic partners may engage in misconduct or improper activities.”
New heading “If we, or our third-party manufacturers fail to comply with environmental laws and regulations, we could become subject to fines or penalties.”
New heading “If our third-party suppliers, logistics providers, and manufacturers do not comply with ethical business practices or applicable laws, our reputation and business could be harmed.”
New heading “RISKS RELATED TO OUR MANAGEMENT AND GOVERNANCE”
New heading “Our corporate governance documents and Nevada law may have anti-takeover effects that could discourage, delay, or prevent a change in control.”
New heading “If we lose key personnel or are unable to attract and retain qualified personnel, we may be unable to execute our business plan.”
New heading “Graydon Bensler serves as both our Chief Executive Officer and Chief Financial Officer, which presents governance risks and limitations.”
New heading “Significant related-party transactions with entities controlled by our executive officers and directors may present conflicts of interest.”
New heading “We may be unable to accurately forecast revenue and appropriately plan our expenses.”
New heading “We have a limited operating history at our current scale and with our current business model, which may make it difficult to evaluate our business and future prospects.”
New heading “We have previously identified a material weakness in our internal control over financial reporting, and there can be no assurance that additional material weaknesses will not be identified in the future.”
New heading “If we cannot maintain our Company culture or focus on our mission as we grow, our success and competitive position may be harmed.”
New heading “We have a significant number of shares of Series B Preferred Stock outstanding with voting rights that may dilute the voting power of Common Stock holders.”
New heading “Our Common Stock may be subject to significant volatility due to limited public float and market conditions.”
New heading “Changes to Nasdaq listing requirements, including potential minimum market capitalization requirements, could adversely affect our continued listing.”
New heading “Future issuances of our Common Stock or securities convertible into or exercisable for our Common Stock could cause the market price of our Common Stock to decline and result in additional dilution to our stockholders.”
Removed heading “Our current growth may not be indicative of our future growth and, if we begin to grow rapidly, we may not be able to effectively manage our growth or evaluate our future prospects. If we fail to effectively manage our future growth or evaluate our future prospects, our business could be adversely affected.”
Removed heading “Risks Related to Our Business, Our Portfolio Companies, and the Biotechnology Industry”
Removed heading “Our acquired technologies and products under development could be rendered obsolete by technological, regulatory, or medical advances.”
Removed heading “To sustain our continued growth, we will need to increase the size of our organization, and we may encounter difficulties managing our growth, which could adversely affect our results of operations.”
Removed heading “If we are unable to secure strategic commercial partnerships, licensing agreements, funding, or other key business relationships following successful clinical results, our revenue potential may be limited.”
Removed heading “Potential business combinations and licensing agreements could require significant management attention and prove difficult to integrate, which could divert attention away from management, disrupt our normal course of business, dilute stockholder value, and adversely affect our operating results.”
Removed heading “If we fail to cost-effectively acquire, license, or develop biotechnology assets, our business could be adversely affected.”
Removed heading “If we fail to secure strategic partnerships or commercialization agreements, our revenue potential may be limited.”
Removed heading “Our brand and reputation may be diminished due to intellectual property disputes, perceived scientific failures, or negative publicity, which could have an adverse effect on our business.”
Removed heading “Economic downturns, shifts in healthcare investment trends, regulatory changes, and evolving market demand for biotechnology products could negatively affect our business.”
Removed heading “If we cannot maintain our company culture or focus on our strategic mission as we grow, our success and competitive position may be harmed.”
Removed heading “If we lose key personnel or are unable to attract and retain other qualified personnel, we may be unable to execute our business plan, and our business could be materially adversely affected.”
Removed heading “We may be unable to accurately forecast revenue and appropriately plan our expenses in the future.”
Removed heading “We have a limited operating history at our current scale, which may make it difficult to evaluate our business and future prospects.”
Removed heading “Uncertainty in market demand, regulatory approval, and investment cycles could impact our future growth.”
Removed heading “We may incur product liability or intellectual property claims that could harm our business.”
Removed heading “There is a risk that our insurance policies and our portfolio companies’ insurance policies are inadequate to cover liabilities.”
Removed heading “We face additional business risks through our multi-strategy investment vehicle, PMGC Capital LLC, which risks may adversely impact our financial performance.”
Removed heading “Our employees, independent contractors, consultants, strategic partners, and third parties may engage in unethical misconduct, regulatory noncompliance, or other improper activities that could harm our business.”
Removed heading “Our portfolio companies’ products and technologies may fail to achieve the broad adoption necessary for commercial success, which may negatively impact our financial performance.”
Removed heading “The outcome of clinical and product testing for our portfolio companies is uncertain.”
Removed heading “Even if our portfolio companies’ technologies are successful, rapid advancements in biotechnology could make them obsolete.”
Removed heading “The high costs of manufacturing biotechnology products may negatively impact profitability.”
Removed heading “Evolving regulations governing biotechnology, pharmaceuticals, and investments could negatively impact our business.”
Removed heading “Government regulations and private party actions relating to the marketing and advertising of biotechnology and pharmaceutical products may restrict, inhibit, or delay commercialization efforts.”
Removed heading “We license from a third party the rights to product candidates related to the potential prevention and treatment of muscular and obesity-related conditions, and are therefore subject to the risk that we lose the license after investing substantial resources into the research and development of these product candidates.”
Removed heading “Since we expect to continue to rely on third parties to conduct, supervise and monitor pre-clinical and clinical trials with respect to the Licensed Products, if these third parties fail to perform in a satisfactory manner and one that meets applicable regulatory, scientific and safety requirements, it may materially harm our business.”
Removed heading “Because our future commercial success with respect to the Licensed Products depends on gaining regulatory approval for our products, we cannot generate revenue without obtaining approvals.”
Removed heading “International trade disputes, including U.S. trade tariffs and retaliatory tariffs, could adversely impact our business.”
Removed heading “Significant political, trade, regulatory developments, and other circumstances beyond our control, could have a material adverse effect on our financial condition or results of operations.”
Removed heading “Regulatory changes or actions may alter the nature of an investment in us or restrict the use of cryptocurrencies in a manner that adversely affects our business, prospects, or operations.”
Removed heading “Our business, operations, financial position and clinical development plans and timelines, could be materially adversely affected by the continuing military action in Ukraine and the war between Israel and Hamas.”
Removed heading “If our third-party suppliers, logistics, and manufacturers do not comply with ethical business practices or with applicable laws and regulations, our reputation, business, financial condition, results of operations and prospects could be harmed.”
Removed heading “If we, or our third-party manufacturers fail to comply with environmental laws and regulations, we could become subject to fines or penalties or incur costs that could have a material adverse effect on the success of our business.”
Removed heading “Risks Related to Our Intellectual Property”
Removed heading “If we fail to protect or enforce our intellectual property or confidential proprietary information relating to our current and any future medical aesthetics products or medical aesthetics pipeline product, others could compete against us more directly and we may not be able to compete effectively in our market.”
Removed heading “We may not be able to protect our proprietary technology, which could harm our ability to operate profitably.”
Removed heading “If our trademarks and trade names are not adequately protected, then we may not be able to build name recognition in our target markets and our business may be adversely affected.”
Removed heading “We may be subject to damages resulting from claims that we or our employees have wrongfully used or disclosed alleged trade secrets of our competitors or are in breach of non-competition or non-solicitation agreements with our competitors.”
Removed heading “We may need to license intellectual property from third parties, and such licenses may not be available or may not be available on commercially reasonable terms.”
Removed heading “Risks Related to Our Capital Requirements and Finances”
Removed heading “If we fail to generate sufficient cash flow from our operations, we will be unable to continue to develop and commercialize our products.”
Removed heading “The price of our Common Stock may be adversely affected by the future issuance and sale of shares of our Common Stock or other equity securities.”
Removed heading “Future sales by stockholders, or the perception that such sales may occur, may depress the price of our Common Stock.”
Removed heading “The issuance of shares upon exercise of derivative securities may cause immediate and substantial dilution to our existing stockholders.”
Removed heading “New laws, regulations and standards relating to corporate governance and public disclosure may create uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time consuming.”
Largest changes
“AGA Precision Systems operates in industries subject to export control laws and regulations, including the ITAR. AGA is ITAR-registered and maintains AS9100 certification, reflecting the stringent quality and regulatory requirements of its aerospace and defense customers. Compliance with these regulations is complex and costly. Any failure to comply could result in significant penalties, loss of export privileges, reputational harm, restrictions on our ability to conduct business with certain customers, including U.S. …”see in full comparison
“Additionally, the expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing. These increased costs will require us to divert a significant amount of money that we could otherwise use to develop our business. If we are unable to satisfy our obligations as a public company, we could be subject to delisting of our Common Stock, fines, sanctions and other regulatory action and potentially civil litigation.”see in full comparison
“If we, or our third-party manufacturers fail to comply with environmental laws and regulations, we could become subject to fines or penalties or incur costs that could have a material adverse effect on the success of our business.”see in full comparison
“If we, or our third-party manufacturers fail to comply with environmental laws and regulations, we could become subject to fines or penalties.”see in full comparison
“As a public company in the United States, we face increased legal, accounting, administrative and other costs and expenses. We are subject to the reporting requirements of the Exchange Act and the Sarbanes-Oxley Act of 2002. The Exchange Act requires, among other things, that we file annual, quarterly and current reports with respect to our business and financial condition. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. …”see in full comparison
“As disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, our management previously identified a material weakness in our internal control over financial reporting. During the fiscal year ended December 31, 2025, we implemented remediation measures, including the hiring of additional accounting and finance personnel and the implementation of standardized reconciliation procedures and enhanced review processes. Based on management’s evaluation as of December 31, 2025, the Company has concluded that the previously reported material weakness has been remediated. …”see in full comparison
Full comparison: every changed paragraph (351)
An investment in our securities involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information contained in this Annual Report, including our consolidated financial statements and the related notes thereto, before deciding to invest in our securities. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business. If any of the following risks actually occur, our business, financial condition, results of operations and prospects could be materially and adversely affected. In that event, the market price of our Common Stock could decline, and you could lose part or all of your investment.
Risks
RelatedRISKS toRELATED OurTO FinancialOUR ConditionFINANCIAL CONDITION AND CAPITAL STRUCTURE
The uncertainty about our ability to continue
in operation
is based on our continuing losses from operation, limited revenue and limited working capital, among other things which existed
as of
year-end December 31, 20232025 and December 31, 2022.2025. As of December 31, 20242025 and December 31, 2023,2024, the Company had net working capital of
of $4,251,867$2,928,959 and $3,622,091,$4,251,867, respectively, and has an accumulated deficit of $13,269,627$21,017,440 and $7,023,890,$13,269,627, respectively. Included in the
accumulated deficit are net losses of $7,747,813 for the year ended December 31, 2025 and $6,245,737 for the year ended December 31, 2024 and $4,301,517 for the year ended December 31, 2023.2024.
Given all of these facts, we are dependent on obtaining funding from operations and the sale of debt or equity to continue as a going
concern. concern.
The financial statements do not include any adjustments relating to the recoverability of assets and classification of liabilities
that that
might be necessary should we be unable to continue as a going concern.
Our operating cash consumption significantly exceeds our revenue, and we may not be able to fund our operations without continued access to the capital markets.
Our current level of operating cash consumption materially exceeds our revenue and is not sustainable without continued infusions of external capital. If we are unable to substantially increase revenue from our operating subsidiaries, achieve returns on capital through PMGC Capital, or continue to access debt and equity financing, we may be unable to fund our operations. There can be no assurance that we will be able to reduce our operating cash burn to a level that can be sustained by our operating revenue within any particular timeframe, if at all.
Our
current growth may not be indicative of our future growth and, if we begin to grow rapidly, we may not be able to effectively manage
our growth or evaluate our future prospects. If we fail to effectively manage our future growth or evaluate our future prospects, our
business could be adversely affected.
We have experienced minimal growth since our launch
in 2020. For example, our revenue increased from nil in 2020 to $827 in 2021, to $766,277 in 2022, to $1,712,595 in 2023, and increased
to $2,467,298 for the year ended December 31, 2024. Moreover, the number of our full-time employees increased as of December 31, 2024.
As of the date of this Annual Report, we have two (2) full time employees and one part-time employee. This growth has placed significant
demands on our management, financial, operational, technological and other resources. The anticipated growth and expansion of our business
depends on a number of factors, including our ability to:
Such
growth and expansion of our business will place significant demands on our management and operations teams and require significant additional
resources, financial and otherwise, to meet our needs, which may not be available in a cost-effective manner, or at all. We expect to
continue to expend substantial resources on:
These
investments may not result in the growth of our business. Even if these investments do result in the growth of our business, if we do
not effectively manage our growth, we may not be able to execute on our business plan, respond to competitive pressures, take advantage
of market opportunities, satisfy our client requirements or maintain high-quality product offerings, any of which could adversely affect
our business, financial condition, results of operations and prospects. You should not rely on our historical rate of revenue growth
as an indication of our future performance or the rate of growth we may experience in any new category or internationally.
In
addition, to support continued growth, we must effectively integrate, develop and motivate a large number of new employees while maintaining
our corporate culture. We face significant competition for personnel. To attract top talent, we have had to offer, and expect to continue
to offer, competitive compensation and benefits packages before we can validate the productivity of new employees. We may also need to
increase our employee compensation levels to remain competitive in attracting and retaining talented employees. The risks associated
with a rapidly growing workforce will be particularly acute as we choose to expand into new product categories and global markets. Additionally,
we may not be able to hire new employees quickly enough to meet our needs. If we fail to effectively manage our hiring needs or successfully
integrate new hires, our efficiency, ability to meet forecasts and employee morale, productivity and retention could suffer, which could
have an adverse effect on our business, financial condition, results of operations and prospects.
We
are also required to manage numerous relationships with various vendors and other third parties. Further growth of our operations, client
base, or internal controls and procedures may not be adequate to support our operations. If we are unable to manage the growth of our
organization effectively, our business, financial condition, results of operations and prospects may be adversely affected.
We will need additional capital to conduct our operations and develop our products and businesses, and our ability to obtain the necessary funding is uncertain.
DuringWe thehave years ended December 31, 2024,used, and
December 31,expect 2023to wecontinue usedto use, a significant amount of
cash to finance our continued operations, and we need to obtain significant additional
capital resources in order to develop our businesses and
products going forward. We may not be successful in maintaining our normal operating cash flow
and the timing of our capital expenditures
may not result in cash flows sufficient to sustain our operations through the next twelve
months. If financing is not sufficient and additional
financing is not available or available only on terms that are detrimental to our
long-term survival, it could have a major adverse effect
on our ability to pursue our business strategy, clinical research and product development programs
programs, and could ultimately affect our ability
to continue to function. The timing and degree of any future capital requirements and our ability
to meet such capital requirements in
a timely manner, on favorable terms or at all will depend on many factors, including:
Additional
financing through strategic
collaborations, public or private equity or debt financings or other financing sources may not be available
on acceptable terms, or at
all. Additional equity financing could result in significant dilution to our stockholders, and any debt financings
will likely involve
covenants restricting our business activities. Additional financing may not be available on acceptable terms, or
at all. Further, if we obtain additional funds through arrangements with collaborative partners,
these arrangements may require us to
relinquish rights to some of our technologies, pipeline productproducts or productspipeline assets that we might otherwise
seek to develop and commercialize
on our own. If sufficient capital is not available, we may be required to delay, reduce the scope of
or eliminate one or more of our
business initiatives, research or product development initiatives,programs, or planned acquisitions, any of which
could have a material adverse effect on our financial condition or business
prospects.
Our existing equity purchase facility may result in substantial dilution to our existing stockholders and may place downward pressure on the price of our Common Stock.
We have entered into an equity purchase facility with Streeterville Capital, LLC (“Streeterville”), as disclosed in previous SEC filings, pursuant to which we may consummate one or more secured pre-paid purchases of our Common Stock, and we have consummated multiple pre-paid purchases thereunder. Under these arrangements, the outstanding principal and accrued interest is convertible at the option of the investor at a price that reflects a discount to the volume-weighted average price of our Common Stock during a specified look-back period, subject to a floor price. We have issued, and expect to continue to issue, significant numbers of shares of Common Stock in settlement of amounts outstanding under these arrangements.
The conversion mechanics for the pre-paid purchases under the equity purchase facility, which allow conversion at a discount to market price, may create significant downward pressure on the trading price of our Common Stock. As the stock price declines, additional shares may be required to settle the same dollar amount of debt, potentially creating a cycle of increasing dilution and declining stock price. These dynamics could materially and adversely affect the market price of our Common Stock, the ability of existing stockholders to sell their shares at favorable prices, and our ability to raise additional capital on acceptable terms. The settlement and potential conversion of outstanding and future instruments under the equity line of credit into shares of Common Stock will result in further dilution to our existing stockholders, and the magnitude of such dilution will depend on market conditions at the time of conversion.
Our equity interests in our key subsidiaries and the assets of those subsidiaries are pledged as collateral under our equity purchase facility with Streeterville, and a default on our obligations pursuant to such facility could result in the loss of our operating businesses.
In connection with our equity purchase facility with Streeterville, we entered into a Security Agreement and a Pledge Agreement, pursuant to which we pledged, as collateral, (i) 100% of the equity interests (membership interests and stock, respectively) in our wholly-owned subsidiaries, AGA Precision Systems and Pacific Sun Packaging, and (ii) substantially all of the assets of these subsidiaries. Streeterville holds a first-position security interest in this collateral (subordinate only to certain permitted liens). If we default on our obligations under such agreements, Streeterville is entitled to seize the pledged equity interests or the assets of the subsidiaries. This may result in the loss of one or more of our primary operating businesses, which would have a material adverse effect on our financial condition and ability to continue operations.
We have conducted multiple reverse stock splits in a short period of time, which may adversely affect the market price of our Common Stock and investor confidence.
Since November 2024, we have completed multiple reverse stock splits of our Common Stock. Reverse stock splits may be viewed negatively by investors and analysts as an indication of financial difficulty or poor stock performance. There can be no assurance that the market price of our Common Stock following any reverse stock split will remain at a level proportional to the prices prior to the reverse stock split. The repeated use of reverse stock splits may diminish investor confidence, reduce trading liquidity, and adversely affect our ability to attract and retain investors. If we are unable to maintain compliance with the Nasdaq listing requirements, including the minimum bid price rule, we may be required to undertake further reverse stock splits in the future, which could result in additional negative market perception and further dilution on a per-share basis for investors who acquired shares prior to such splits.
If we fail to generate sufficient cash flow from our operations, we will be unable to continue to develop and commercialize our products and grow our businesses.
We expect capital outlays and operating expenditures to increase over the next several years as we expand our operations, pursue acquisitions, and conduct research and development and manufacturing activities. However, our present and future funding requirements will depend on many factors, including, among other things:
As a result of these factors, we may need to raise additional funds, and we cannot be certain that such funds will be available to us on acceptable terms when needed, if at all. If we cannot raise funds on acceptable terms, we may not be able to expand our operations, develop new products, take advantage of future opportunities or respond to competitive pressures or unanticipated business requirements.
We have relied upon cash from financing activities. In the future, we hope to rely on revenues generated from operations to fund the cash requirements of our activities. However, there can be no assurance that we will be able to generate any significant cash from our operating activities in the future. Future financing may not be available on a timely basis, in sufficient amounts or on terms acceptable to us, if at all. Any debt financing or other financing of securities senior to the Common Stock will likely include financial and other covenants that will restrict our flexibility. Any failure to comply with these covenants would have a material adverse effect on our business, prospects, financial condition and results of operations because we could lose our existing sources of funding and impair our ability to secure new sources of funding.
We may be unable to realize the expected value from the divestiture of our Elevai Skincare business, including earn-out payments.
In connection with the divestiture of our Elevai Skincare business, the purchase consideration included potential earn-out payments contingent upon the buyer achieving certain revenue milestones over specified periods following the closing. There can be no assurance that the buyer will achieve these milestones or that we will receive any earn-out payments. If the buyer’s business underperforms, experiences operational difficulties, or ceases operations, we may receive little or no additional consideration beyond the amounts received at closing. Additionally, shares of the buyer’s common stock received as consideration may have limited liquidity and their value may decline.
Risks
Related to Our Business, Our Portfolio Companies, and the Biotechnology Industry
Our
acquired technologies and products under development could be rendered obsolete by technological, regulatory, or medical advances.
The
biotechnology industry is highly competitive and rapidly evolving. The technologies and product candidates developed by our portfolio
companies may become obsolete or uneconomical due to advancements in scientific research, new treatment modalities, disruptive innovations,
or competitive products that better or more cost-effectively address the conditions our assets aim to target.
Competitors,
including well-funded pharmaceutical and biotechnology companies, academic institutions, and research organizations, may develop more
effective, safer, or commercially viable solutions, rendering the technologies we acquire or invest in less attractive or non-competitive.
Additionally, shifts in regulatory frameworks or treatment paradigms could impact the viability of certain products in our portfolio.
To
mitigate these risks, we focus on acquiring intellectual property rights, including patents and proprietary technologies, to safeguard
competitive advantages. However, there is no guarantee that our patents will be sufficient to prevent competitors from developing similar
or superior solutions. Furthermore, if our portfolio companies fail to innovate or adapt to industry advancements, the commercial potential
of their technologies may diminish, negatively affecting our business, financial condition, and long-term growth strategy.
To
sustain our continued growth, we will need to increase the size of our organization, and we may encounter difficulties managing our growth,
which could adversely affect our results of operations.
We
may experience growth in the number of our employees and the scope of our operations. To that extent, the resulting growth and expansion
of our sales force will place a significant demand on our financial, managerial and operational resources. We may not be able to accurately
forecast the number of employees required, the timing of their hire or the associated costs with our expansion and/or our entrance into
new markets. The extent of any expansion we may experience will be driven largely by the success of our new products. As a result, management’s
ability to project the size of any such expansion and its cost to the company is limited by the following uncertainties: (i) we will
not have previously sold any of the new products and the ultimate success of these new products and applications is unknown; (ii) we
will be entering new markets; and (iii) the costs will be partially driven by factors that may not be fully in our control (e.g., timing
of hiring, market salary rates, ability to hire new managerial and senior staff). Our success will also depend on the ability of our
executive officers and senior management to continue to implement and improve our operational, information management and financial control
systems to comply with the reporting requirements of the Securities Exchange Act of 1934, or the Exchange Act, and to expand, train and
manage our employee base. Our inability to manage growth effectively could cause our operating costs to grow even faster than we are
currently anticipating and adversely affect our results of operations.
If
we are unable to secure strategic commercial partnerships, licensing agreements, funding, or other key business relationships following
successful clinical results, our revenue potential may be limited.
Unlike
traditional biotechnology companies that build internal sales forces, we focus on strategic pathways to commercialization, including
partnerships, licensing agreements, acquisitions, and collaborations with larger pharmaceutical and biotechnology companies. Our ability
to generate revenue and successfully bring products to market depends on multiple factors, including:
In
addition to the risks associated with clinical and regulatory success, our business strategy is dependent on external partners who may
not have aligned priorities, sufficient resources, or the willingness to enter into agreements on terms favorable to us. If we are unable
to secure the necessary partnerships, licensing deals, funding, or commercialization pathways, we may struggle to generate revenue or
achieve sustainable growth.
Furthermore,
external factors such as macroeconomic conditions, evolving healthcare policies, investor sentiment toward the biotechnology sector,
and industry competition could significantly impact our ability to successfully bring products to market. Any failure to effectively
manage these risks could materially and adversely affect our financial condition, business strategy, and long-term growth prospects.
Potential
business combinations and licensing agreements could require significant management attention and prove difficult to integrate, which
could divert attention away from management, disrupt our normal course of business, dilute stockholder value, and adversely affect our
operating results.
As
a biotechnology-focused holding company, our business strategy relies heavily on acquiring, licensing, and investing in biotechnology
assets, early-stage life sciences companies, and commercial-stage enterprises. Business combinations and licensing agreements involve
several inherent risks, including:
Additionally,
we may not realize the expected benefits of any business combination or licensing agreement if we fail to successfully integrate these
businesses, optimize their research and development efforts, or effectively monetize their intellectual property. Any setbacks in evaluating,
structuring, integrating, or commercializing acquired or licensed assets could have an adverse effect on our revenue, operating results,
and overall strategic growth.
If
we fail to cost-effectively acquire, license, or develop biotechnology assets, our business could be adversely affected.
Our
success depends in part on our ability to acquire and license promising biotechnology assets, advance them through preclinical and clinical
stages, and secure commercial partnerships for further development and distribution. If we fail to do so cost-effectively, our business,
financial condition, and growth prospects may be adversely affected Risks related to the acquisition, licensing and development of biotechnology
assets include:
Furthermore,
external factors such as macroeconomic conditions, evolving healthcare policies, investor sentiment toward the biotechnology sector,
and industry competition could significantly impact our ability to successfully bring products to market. Any failure to effectively
manage these risks could materially and adversely affect our financial condition, business strategy, and long-term growth prospects.
If
we fail to secure strategic partnerships or commercialization agreements, our revenue potential may be limited.
Rather
than building an internal sales force, we rely on strategic partnerships, licensing agreements, and collaborations with pharmaceutical
and biotechnology companies to bring our portfolio assets to market. Our ability to generate revenue and successfully commercialize these
assets depends on:
If
we are unable to secure strategic partnerships or licensing agreements, we may face challenges in bringing our portfolio assets to market,
which could significantly impact our revenue potential and long-term viability.
Our
brand and reputation may be diminished due to intellectual property disputes, perceived scientific failures, or negative publicity, which
could have an adverse effect on our business.
In
the biotechnology industry, intellectual property is a critical competitive asset. Any loss of confidence in our ability to protect our
intellectual property, secure regulatory approvals, or successfully develop our portfolio assets could harm our reputation and business
prospects. Risks include:
If
our brand reputation is damaged, it may become more difficult to attract investment, secure licensing agreements, or acquire high-value
biotechnology assets, all of which could have a material adverse impact on our business.
Economic
downturns, shifts in healthcare investment trends, regulatory changes, and evolving market demand for biotechnology products could negatively
affect our business.
We
have positioned our business as a biotechnology-focused holding company, acquiring and licensing promising life sciences technologies
with the intent to develop, commercialize, or out-license them to strategic partners. The biotechnology sector is highly sensitive to
economic conditions, regulatory environments, investment cycles, and shifts in healthcare and pharmaceutical spending. Changes in these
areas could significantly impact our ability to execute our business strategy. Economic downturns, fluctuations in capital markets, and
changing investment trends in the biotechnology sector may adversely affect our ability to secure financing, complete acquisitions, and
license or commercialize our portfolio companies’ assets. Factors that could impact our business include:
A
general decline in healthcare and biotechnology investments, unexpected changes in regulatory requirements, or shifts in the demand for
certain therapies could adversely affect our ability to execute our growth strategy. If we fail to anticipate industry trends, secure
financing, maintain strong intellectual property protections, or establish successful commercialization partnerships, our business, financial
condition, and results of operations could be materially and adversely affected.
If
we cannot maintain our company culture or focus on our strategic mission as we grow, our success and competitive position may be harmed.
We
believe our entrepreneurial approach, scientific focus, and commitment to acquiring and developing high-value biotechnology assets have
been key contributors to our success to date. As a biotechnology-focused holding company, our ability to identify promising assets, secure
strategic partnerships, and drive innovation relies heavily on maintaining a strong leadership vision, a disciplined investment strategy,
and a culture of transparency and scientific integrity.
As
we scale our operations, pursue acquisitions, and develop the infrastructure of a public company, we may face challenges in maintaining
these core principles. Factors that could negatively impact our corporate culture and strategic mission include:
If
we fail to preserve our entrepreneurial mindset, maintain our disciplined approach to asset selection, or sustain a culture that fosters
innovation and collaboration, our ability to compete, execute acquisitions successfully, and generate long-term shareholder value could
be significantly impaired. A loss of focus on our strategic mission could adversely affect our business, financial condition, and long-term
growth prospects.
If
we lose key personnel or are unable to attract and retain other qualified personnel, we may be unable to execute our business plan, and
our business could be materially adversely affected.
As of March 26, 2025, we have only two (2) full-time
employees and one part-time employee. Our executive leadership and key personnel provide services to us primarily through consulting agreements.
Braeden Lichti, our Founder and Chairman, serves as a non-employee consultant and plays a critical role in shaping the strategic direction
of the company. Through his company, NorthStrive Companies, Inc., Braeden provides consulting services and, from time to time, funding
and advisory services to support our acquisitions, corporate restructuring efforts, and overall growth strategy.
Graydon
Bensler, our Chief Executive Officer and Chief Financial Officer, also serves in a non-employee capacity through his consulting agreement
with us. Our business strategy relies heavily on these key individuals for capital markets expertise, merger and acquisition execution,
regulatory oversight, and financial structuring.
Management's Discussion & Analysis (MD&A)
New heading “Cost of Revenue”
New heading “Repairs and Maintenance”
New heading “Other income (expense)”
New heading “Business Combinations”
New heading “Convertible debt and embedded derivative liabilities”
New heading “Stock-Based Compensation”
Largest changes
“The assessment of whether the going concern assumption is appropriate requires management to take into account all available information about the future, which is at least, but not limited to, 12 months from the date the financial statements are issued. The Company is aware that material uncertainties related to events or conditions may cast substantial doubt upon the Company’s ability to continue as a going concern.”see in full comparison
“Other income (expense) for the year ended December 31, 2025, amounted to a net loss of $ 867,820, compared to net loss of $353,148 for the year ended December 31, 2024, representing an unfavorable variance of $514,672. …”see in full comparison
“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 and assets and liabilities held for sale has been excluded from our analysis. …”see in full comparison
Consulting fees for the year ended December 31,see in full comparison2024,2025, were$1,367,273,$1,769,505, compared to$279,767$1,367,273 for the year ended December 31,2023,2024, an increase of$1,087,506.$402,232. The Company’sCEO,ChiefCFOExecutive Officer, Chief Financial Officer, and Chairman provide services in a consulting capacity.DuringThe2024,increase was primarily driven by bonus-related consultingfeesexpensestoofkey management$871,600 (excluding2024year-end– $350,000), representing contractual bonuses) increasedapproved by$177,233thetoBoardbringofcompensationDirectors and the Compensation Committee. The increases were partially offset by a decrease inline with market rates for similar public companies. In addition, the Company accrued $350,000 in bonuses payable to key management following the successful recapitalization and restructuring of the business during Q3-Q4 2024. The remaining increase inexternal consultingfees relates to business advisory and strategy services acquired during 2024 that were not present in 2023.services.
Research and development expenses for the year ended December 31, 2025, were $147,010 compared to $104,654 for the year ended December 31, 2024,see in full comparisonwere $104,654 compared to $7,410 for the year ended December 31, 2023,an increase of$97,244.$42,356. Research andDevelopmentdevelopment related to thedevelopment of theCompany’sintangiblespendingassets.on clinical validation studies. The increase in research and development was mainlyR&Ddrivenis due toby theintangibleCompanyassetscontinuouslyacquiredworkingduringonfiscalits2024research project of EL-22 andincludestheamortizationcosts ofintangibleitsassetsTypeofB$82,556pre-InvestigationalduringNew Drug (“pre-IND”)themeetingyear ended December 31, 2024 compared to Nil duringwith theyearU.S.endedFoodDecemberand31,Drug2023.Administration.
Full comparison: every changed paragraph (49)
On
December 31, 2024, the Company entered into
an asset purchase agreement (the “Asset Purchase Agreement”) with an unrelated
third party, pursuant to which itthe wasCompany
agreed to sell, and the unrelated third party agreed to sellpurchase, the Company’s skincare business. The sale of the skincare business
was closedconsummated on January 16, 2025.
Prior
to entering into the Asset Purchase Agreement,
the Company’s principal business was operating a skincare development company engaged
in the design, manufacture, and marketing
of skincare products in the skincare industry. WithAfter the sale of the skincare business, the
Company changed its principal business. PMGC
Holdings Inc. is a diversified holding company that manages and grows its portfolio through
strategic acquisitions, investments, and development
across various industries. The Company currently manages and operates a diverse
portfolio of three wholly owned subsidiaries:
As part of its diversification and growth strategy, the Company completed the following acquisitions during the third quarter of 2025:
The Company manages and operates a diverse portfolio of wholly owned subsidiaries, as of December 31, 2025:
Revenue
Revenue for the year ended December 31, 2025, was $590,084 as compared to $nil for the year ended December 31, 2024, an increase of $590,084. Revenue was generated by the Company’s newly acquired subsidiaries.
Our revenue by category is as follows:
Cost of Revenue
Cost of revenue for the year ended December 31, 2025, was $404,770 as compared to $nil for the year ended December 31, 2024.
The increase in cost of revenue is directly attributed to the increase in sales during the year ended December 31, 2025, compared to 2024. The following is a breakdown of the components of the cost of revenue:
Gross Profit
Gross profit for the year ended December 31, 2025, was $185,314, as compared to $nil for the year ended December 31, 2024, an increase of $185,314. This represents an overall gross margin percentage of 31.4% for the year ended December 31, 2025, compared to $nil in 2024. The increase in gross profit and gross margin percentage was primarily attributable to the inclusion of revenues generated from the newly acquired subsidiaries.
The following is a breakdown of gross profit percentage by category:
The gross margin percentage on the sale of IT packaging is negatively impacted by the fair value adjustment to inventory recorded as part of the purchase price allocation. This adjustment is expensed to cost of revenue as inventory is sold. Normalizing for this adjustment, the gross margin percentage on the sale of IT packaging would have been 49.2%.
Research
and development expenses for the year
ended December 31, 2025, were $147,010 compared to $104,654 for the year ended December 31, 2024, were $104,654 compared to $7,410 for the year ended December 31, 2023,
an increase of $97,244.$42,356. Research and Development
development related to the development of the Company’s intangiblespending assets.on clinical validation studies. The increase in research and development was mainly
R&Ddriven is due toby the intangibleCompany assetscontinuously acquiredworking duringon fiscalits 2024research project of EL-22 and includesthe amortizationcosts of intangibleits assetsType ofB $82,556pre-Investigational duringNew Drug (“pre-IND”)
themeeting year ended December 31, 2024 compared to Nil duringwith the yearU.S. endedFood Decemberand 31,Drug 2023.Administration.
Marketing
and promotion expenses for the year
ended December 31, 2025, were $200,940 compared to $292,522 for the year ended December 31, 2024, werea $292,522decrease comparedof $91,582. During the year
ended December 31, 2024, the Company engaged an investor relations agency under a $125,000 agreement signed on January 5, 2024, to $256,450support
external forcommunications and investor engagement efforts. No comparable agreement was entered into during the year ended December 31, 2023,
an increase of $36,072. The Company’s marketing and promotional efforts were consistent year of year.2025.
Office and administrative expenses for the year ended December 31, 2025, were $2,238,660, compared to $1,092,576 for year ended December 31, 2024, an increase of $1,146,084. The increase was driven by higher business activity levels, general price increases, and a shift in cost responsibilities following the disposition of the Company’s skincare business. The newly acquired businesses contributed $508,291 to office and administrative expenses since the acquisitions.
Office
and administrative expenses for the year ended December 31, 2024, were $1,092,576, compared to $347,653 for year ended December 31, 2023,
an increase of $744,923. Approximately $400,000 of the increase is the result of directors’ and officers’ insurance for the
full 12 months of 2024 compared to only one month post IPO in 2023. In addition, during 2024 the Company paid directors fees of $165,000
($55,000 each to its three independent directors) compared to Nil in 2023.
Consulting fees for the year ended December 31,
2024,2025, were $1,367,273,$1,769,505, compared to $279,767$1,367,273 for the year ended December 31, 2023,2024, an increase of $1,087,506.$402,232. The Company’s CEO,Chief
CFOExecutive Officer, Chief Financial Officer, and Chairman provide services in a consulting capacity. DuringThe 2024,increase was primarily driven
by bonus-related consulting feesexpenses toof key management$871,600 (excluding 2024 year-end– $350,000), representing contractual bonuses)
increased approved by $177,233the toBoard bringof compensationDirectors
and the Compensation Committee. The increases were partially offset by a decrease in line with market rates for similar public companies. In addition, the Company accrued
$350,000 in bonuses payable to key management following the successful recapitalization and restructuring of the business during Q3-Q4
2024. The remaining increase inexternal consulting fees relates to business advisory and strategy services acquired during 2024 that were not
present in 2023.services.
Professional fees for the year ended December
31, 2024,2025, was $563,242,$1,423,021, compared to $132,600$563,242 for the year ended December 31, 2023,2024, an increase of $430,642.$859,779. Professional fees compriseare comprised
of legal, audit and accounting services. The increase during 2024,2025, iswas primarily due to an increase in audit, legal
and accounting services
as given the companyCompany’s iscorporate nowrestructuring, listedbusiness onacquisition due diligence, and financing efforts conducted
during the NASDAQyear exchange.ended December 31, 2025.
Investor relations expenses for the year ended December 31, 2025, were $253,333, compared to $208,326 for the year ended December 31, 2024, an increase of $45,007. The increase is primarily attributable to an increase in public relations and media coverage expenses during the year ended December 31, 2025 compared to the year ended December 31, 2024.
Repairs and Maintenance
Repairs and maintenance expenses for the year ended December 31, 2025, were $717,654, with no comparable expense in the year ended December 31, 2024. Following the acquisition of AGA and certain assets of Indarg Engineering, the Company incurred cost on building maintenance, machine repair and recalibration of equipment. These costs were necessary to optimize operations and maintain the useful lives of equipment acquired in the acquisition.
Other income (expense)
Other income (expense) for the year ended December 31, 2025, amounted to a net loss of $ 867,820, compared to net loss of $353,148 for the year ended December 31, 2024, representing an unfavorable variance of $514,672. The variance was primarily attributable to $500,000 of impairment on prepaid expense, $179,479 of finance costs, $113,917 of realized losses on investments, and $216,043 of unrealized losses on investments recognized during 2025, whereas no comparable amounts were recorded in the prior year and a decrease in fair value gain on derivative liabilities from $369,158 in the prior year to $214,167 in the current year. In addition, the Company recognized a $32,432 loss on the disposal of property and equipment during the year. These unfavorable items were partially offset by several favorable changes compared to the prior year, including a $490,563 decrease in interest expense to $244,634 in 2025 from $735,197 in 2024, $107,190 higher interest income, $15,550 of dividend income, a $129,613 gain on the termination of an intangible asset, a $31,261 gain on extinguishment of related-party debt, and a $31,028 increase in other income.
Investor
relations for the year ended December 31, 2024, was $208,326, compared to $91,009 for the year ended December 31, 2023. The increase
in investor relations spending is consistent with the Company’s growth strategy, which includes promotion to current and potential
investors as the company is now listed on the NASDAQ exchange.
As of December 31, 20242025 and 2023,2024, the Company
had a net working capital
of $4,251,867$2,928,959 and $3,622,091,$4,251,867, respectively, and has an accumulated deficit of $13,269,627$21,017,440 and $7,023,890,$13,269,627, respectively. Furthermore,
Furthermore, for the years ended December 31, 20242025 and 2023,2024, the Company incurred a net loss of $6,245,737$7,747,813 and $4,301,517,$6,245,737, respectively
and used $5,486,980 $5,933,881
and $4,556,811,$5,486,980, respectively of cash flows for operating activities. These factors raise substantial doubt regarding
the Company’s
ability to continue as a going concern. These Company’s 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.
Our
principal liquidity requirements are for working
capital, capital expenditure and research and development. We fund our liquidity requirements
primarily through cash on hand, cash flows from operations, the issuance of common, warrants and preferred stock,hand and the issuance
of of
Notes.common and preferred stock. As of December 31, 2024,2025, we had cash of $3,984,453,$5,402,333, with $3,326,851$3,984,453 as of December 31, 2023.2024.
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 and assets and liabilities held for sale 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 of the disposition during the five-year period following the closing equal to 5% of the sales generated during 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 on or before the 24-month anniversary of the closing date of the disposition. The Company plans to use the cash obtained from any sale of investment securities or earnout payment for working capital.
The Company expects an improvement in liquidity
and capital resources, including cash used in operations following the sale of the loss-making skincare business on January 16, 2025.
Cash flows used in discontinued operating and investing activities and assets and liabilities held for sale have been excluded from our
analysis.
During
the year ended December 31, 2024,2025, and 2023, 2024,
we used $601,404$2,765,154 and $nil,$601,404, respectively, in investing activitiesactivities. The increase was primarily relateddriven toby thebusiness acquisition activity
acquisitionof $2,162,756, purchases of investments of $1,789,044, equipment purchases of $442,255, earnout payments of $114,969, and purchases of
intangible assets of $462,320.$6,000. InThese addition,uses of cash were partially offset by $1,762,201 proceeds from the Companysale participatedof ininvestments aand private$127,300
related placementto the issuance of a companypromissory in the U.S. uranium
energy market with an investment of 139,084.note.
During
the year ended December 31, 2024,2025, we
had net cash flow provided by financing activities of $6,757,500$10,116,738 compared to cash flow provided
by financing activities of $6,738,890
$6,757,500 in 2023.2024. During 2024, and 2023,2025, the Company raisedreceived $6,993,058$3,990,007 andfrom $1,463,586,the respectively,initial throughpre-paid purchase under its equity purchase
facility (ELOC), $1,672,103 from the issuance of common stock under its At-the-Market (“ATM”) sales agreement, and $1,245,306 from
a registered direct offering of common stock purchaseand prefunded warrants. In addition, the Company received $1,698,058 from the exercise
of Series A warrants; $914,442 and $Nil,$1,511,443 respectively, through the issuance of Notes; and
$Nil and $37,500, respectively, uponfrom the exercise of stockreplacement optionswarrants inissued exchangeon forJanuary common27, stock.2025. TheThese cashinflows provided by financing activitieswere
during the year ended December 31, 2024, was partially offset by $179 used for the repaymentrepurchase of Notes of $1,150,000. In addition, during 2023 the Company
completed its IPO financing and raised net proceeds of $5,237,805.shares.
This discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to revenue recognition, the collectability of receivables, valuation of inventory, fair value of investments in securities, derivative liabilities and stock options, useful lives and recoverability of long-lived assets, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgements about the carrying value of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from those estimates. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the consolidated financial statements in the period they are determined.
Business Combinations
The Company accounts for business combinations using the acquisition method of accounting in accordance with ASC 805, Business Combinations. Under this method, the purchase consideration transferred is measured at fair value on the acquisition date and allocated to the identifiable assets acquired and liabilities assumed based on their estimated fair values. Any excess of the purchase consideration over the fair value of the identifiable net assets acquired is recorded as goodwill.
Acquisition-related costs (such as legal, due diligence, and advisory fees) are expensed as incurred and presented within general and administrative expenses in the consolidated statements of operations.
Contingent consideration, if any, is recorded at fair value on the acquisition date and subsequently remeasured at each reporting period, with changes in fair value recognized in earnings in accordance with ASC 805-30-35 and ASC 450, Contingencies.
During the year ended December 31, 2025, the Company completed three acquisitions—Pacific Sun Packaging Inc. AGA Precision Systems LLC and certain assets of Indarg Engineering, Inc. —which were accounted for under ASC 805. The initial purchase price allocations are preliminary and subject to adjustment upon completion of final valuation analyses.
The
Company’s policy for intangible assets require judgement in determining whether the present value of future expected economic benefits
exceeds capitalized costs. The policy requires management to make certain estimates and assumptions about future economic benefits related
to its operations. Estimates and assumptions may change if new information becomes available. If information becomes available suggesting
that the recovery of capitalized cost is unlikely, the capitalized cost is written off/impaired to the consolidated statement of operations.
The
assessment of whether the going concern assumption is appropriate requires management to take into account all available information
about the future, which is at least, but not limited to, 12 months from the date the financial statements are issued. The Company is
aware that material uncertainties related to events or conditions may cast substantial doubt upon the Company’s ability to continue
as a going concern.
Share-BasedRevenue CompensationRecognition
Revenue is recognized in accordance with ASC 606, Revenue from Contracts with Customers, when control of the promised goods or services is transferred to the customer, in an amount that reflects the consideration the Company expects to receive.
For Pacific Sun Packaging Inc., revenue is recognized at a point in time upon shipment or delivery, as control transfers to the customer at that stage. For AGA Precision Systems LLC, which includes Indarg Engineering, Inc., revenue from CNC machining and precision component manufacturing is recognized at a point in time when control of the finished parts transfers to the customer. Standard shipping terms are FOB shipping point, resulting in transfer of control upon shipment. In limited delivery arrangements where AGA delivers parts to the customer’s dock, control transfers upon customer receipt.
Convertible debt and embedded derivative liabilities
Hybrid financial instruments with a convertible debt host contract and embedded derivative liability conversion feature are bifurcated and accounted for separately. The embedded derivative liability is initially and subsequently measured at fair value in accordance with ASC 815-15 Derivatives and Hedging — Embedded Derivatives. The convertible debt host contract is accounted for at amortized cost in accordance with ASC 470, Debt and Convertible Instruments.
Stock-Based Compensation
Nonemployees
- During June 2018, the Financial Accounting Standards Board (“FASB”)
issued AccountingASU Standards Update (“ASU”)
2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU
2018-07”)
to simplify the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based
payments to employees.
Under the requirements of ASU 2018-07, the Company accounts for share-based compensation to non-employees under
the fair value method
which requires all such compensation to be calculated based on the fair value at the measurement date (generally
the grant date) and
recognized in the statement of operations over the requisite service period.
During
the years ended December 31, 20242025 and 2023, 2024,
the Company recorded $97,167$(19,160) and $487,738,$97,167, respectively, in share-based compensation expense,
of which $93,449$60,440 and $3,718,$(79,600) and $250,067 $93,449
and $237,671,$3,718, respectively is included in office and administration and discontinued operations,
respectively. Within discontinued operations
for the years ended December 31, 20242025 and 2023,2024, $(73,768) and $(5,832), and ($599) and $4,317, and $226,838 and $10,833,
respectively is included in office and
administration and research and development, respectively.
Determining
the appropriate fair value model and
the related assumptions requires judgment. During the yearsyear ended December 31, 20242025 and 2023,the year ended 2024, the
fair value of each option
grant was estimated using a Black-Scholes option-pricing model.
What changed in the latest 10-Q
Risk Factors
As a smaller reporting company, we are not required to make disclosures under this item.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Marketing and Promotion”
New heading “Repairs and Maintenance”
New heading “Travel and Entertainment”
New heading “Comparison of the three months ended June 30, 2026 and 2025.”
New heading “Revenue, Cost of Revenue and Gross Margin”
New heading “Research and Development Expenses”
New heading “Office and Administrative Expenses”
New heading “Consulting Fees”
New heading “Professional Fees”
New heading “Investor Relations”
New heading “Marketing and Promotion”
New heading “Repairs and Maintenance”
New heading “Travel and Entertainment”
New heading “Other income (expense)”
Largest changes
“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.”see in full comparison
“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. …”see in full comparison
Full comparison: every changed paragraph (54)
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.
Comparison
of the threesix months ended March
31,June 30, 2026 and 2025.
Revenue
for the threesix months ended MarchJune 31,
30, 2026, was $681,994$1,988,604 as compared to $nil for the threesix months ended MarchJune 31,30, 2025, an increase of $681,994. $1,988,604.
Revenue was generated by the
Company’s newly acquired subsidiaries.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.
Cost
of revenue for the threesix months ended March
31,June 30, 2026, was $451,520$1,372,439 as compared to $nil for the threesix months ended MarchJune 31,30, 2025 The
increase in cost of revenue is directly attributed
to the increaserevenue inrecognized sales duringby the threenewly acquired manufacturing subsidiaries during
the six months ended MarchJune 31,30, 2026, compared to 2025. The following is a breakdown of the components
of the cost of revenue:
Gross
profit for the threesix months ended March
31,June 30, 2026, was $230,474,$616,165, as compared to $nil for the threesix months ended MarchJune 31,30, 2025, an increase
of $230,474.$616,165. This represents an overall
gross margin percentage of 33.79%30.98% for the threesix months ended MarchJune 31,30, 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.
Research
and development expenses for the three
six months ended MarchJune 31,30, 2026, were $47,061$357,280 compared to $32,433$99,108 for the threesix months ended MarchJune 31, 30,
2025, an increase of $14,628.$258,172. Research
and Developmentdevelopment relatedrelates to the Company’s spending on clinical validation studies.studies and product
development. The increase inis primarily attributable to research and developmentprofessional isservices mainly
drivenprovided by theINmune companyBio continuouslyInc. workingto onNorthStrive
BioSciences at $12,000 per month, the researchcontinued project of EL-22 and the costsadvancement of the TypeEL-22 Bresearch pre-Investigationalprogram, Newand Drug
meetingdevelopment withactivity at the U.S.newly Foodacquired
subsidiaries, andnone Drugof Administration.which were part of the Company in the comparative period.
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.
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.
Consulting fees for the threesix months ended March
31,June 30, 2026 were $1,210,015, $2,435,215,
compared to $547,557$745,902 for the threesix months ended MarchJune 31,30, 2025, an increase of $662,458.$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 $1,032,415
(2025$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.
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).
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.
Investor
relations expenses for the threesix months
ended MarchJune 31,30, 2026 were $16,133,$45,398, compared to $69,950$116,777 for the threesix months ended MarchJune 31,30, 2025,
a decrease of $53,817.$71,379. The decrease iswas primarily attributable to a decrease in public relations
and media coverage expenses during the three months ended March 31, 2026 compareddue to the threereduction monthsin endedthe MarchNASDAQ 31,listing 2025.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.
Marketing and Promotion
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.
Repairs and Maintenance
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.
Travel and Entertainment
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.
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.
Comparison of the three months ended June 30, 2026 and 2025.
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:
Revenue, Cost of Revenue and Gross Margin
Refer to the analysis under the six months ended June 30, 2026 above.
Research and Development Expenses
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.
Office and Administrative Expenses
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.
Consulting Fees
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.
Professional Fees
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).
Investor Relations
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.
Marketing and Promotion
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.
Repairs and Maintenance
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.
Travel and Entertainment
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.
Other income (expense)
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).
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.
As of MarchJune 31,30, 2026, we had cash of $14,354,374
$18,141,758 and as of December
31, 2025, we had cash of $5,402,333. The increase between December 31, 2025 and MarchJune 31,30, 2026 was attributable to
cash provided by financing
activities exceeding cash used in operating and investing activities .activities. As of MarchJune 31,30, 2026 and December 31,
2025, the Company had a net
working capital of $5,088,853$5,504,403 and $2,928,959 ,$2,928,959, respectively, and has an accumulated deficit of $$28,926,081 25,984,699
and $21,017,440, respectively.
Furthermore, for the threesix months ended MarchJune 31,30, 2026, and 2025, the Company incurred a net loss of $4,967,259
$7,908,641 and $1,608,455,$2,170,810, respectively
and used $2,979,595$4,967,374 and $1,347,416,$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.
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.
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.
The following table provides selected financial
data as of MarchJune 31, 30,
2026, and December 31, 2025, respectively.respectively
For
the threesix months ended MarchJune 31,30, 2026, net
cash flows used in operating activities was $2,979,595$4,967,374 compared to $1,155,514$2,693,714 used during the three
six months ended MarchJune 31,30, 2025, respectively.
This difference in net cash flows between the respective fiscal periods isrespectively, primarily due to the net loss for the period and the timing of settlement of assets and
and liabilities.
During
the threesix months ended MarchJune 31,30, 2026,
net cash used in investing activities was $2,483,609,$6,168,540, compared to $215,319$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, strategicthe investmentsacquisition
of inA&B publiclyAerospace tradedfor companiescash consideration of
$1,435,393, and equipment$3,826,283, purchases of $363,087,investment securities through PMGC Capital, and purchases of
property and equipment, partially offset by cash proceeds of $1,334,780 from the sale of investments. In comparison,
investing activities during the three
six months ended MarchJune 31,30, 2025 were limited, with no business acquisitions; orthe significantCompany investmentmade strategic investments in publicly traded
activity.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.
During
the threesix months ended MarchJune 31,
30, 2026, net cash provided by financing activities was $14,412,906,$23,873,000, compared to $2,943,185$4,410,768 for the same period
in 2025. The increase
was primarily attributable to $14,093,737net incash proceeds of approximately $14.09 million from the second, third,third and fourth
Pre-Paid Purchases under its ELOC with an
investor. During the threeCompany’s months$20 endedmillion Marchequity 31, 2025, financing activities consisted primarilyline of $1,245,306credit infacility, proceeds,a netfurther of
issuance$9.73 cost,million from the issuancefirst Pre-Paid
Purchase and the concurrent sale of commonregistered stockshares under the new $40 million facility entered into on April 16, 2026, and pre-funded warrants and $1,698,058 in proceeds, net $353,468
of issuanceequipment cost,financing from the
exercise of Series A warrants.proceeds.
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.
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.
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).
During
the threesix months ended MarchJune 31,30, 2026 and
2025, the Company recorded $8,216$182,761 and ($58,838$42,996), respectively, in share-based compensation expense,
of which $8,216$182,761 and $nil, and $20,762
and ($79,600),$36,604, is included in office and administration and $nil and ($79,600), respectively, is included
in discontinued operations, respectively.operations. Within discontinued operations for
the threesix months ended MarchJune 31, 2026 and30, 2025, $nil and $nil, and ($73,768) and ($5,832), respectively, 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.
Determining
the appropriate fair value model
and the related assumptions requires judgment. During the threesix months ended MarchJune 31,30, 2026 and the year
ended 2025, the fair value of
each option grant was estimated using a Black-Scholes option-pricing model.
ELAB insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding ELAB (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 20,702 | $25.0K | 0.0% | New position |