424B5 1 ea0286591-424b5_pmgchold.htm PROSPECTUS SUPPLEMENT

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-284505

PROSPECTUS SUPPLEMENT

To Prospectus dated January 24, 2025

$7,793,112

PMGC Holdings Inc.

Common Stock

PMGC Holdings Inc. (the “Company,” “we,” or “us”) is offering $7,793,112 in shares of common stock, par value $0.0001 per share (our “Common Stock”) by this prospectus supplement and the accompanying prospectus, directly to Streeterville Capital, LLC (the “Investor” or “Streeterville”), in connection with the securities purchase agreement that we entered into with the Investor on April 16, 2026 (the “Purchase Agreement”), pursuant to which we agreed to issue and sell to the Investor shares of our Common Stock of up to $40,000,000 under the equity purchase facility (“ELOC”) contemplated by the Purchase Agreement. Pursuant to the Purchase Agreement, the Company also agreed to issue to the Investor 262,467 shares of Common Stock (“Registered Shares”), such Registered Shares delivered by the Company to Streeterville on April 20, 2026 in consideration of $1,000,000 paid by Streeterville to the Company. The Purchase Agreement provides for, among other things, a Secured Pre-Paid Purchase (“the Pre-Paid Purchase”) with a purchase price payable to the Company of $10,000,000.00, computed as follows: $10,730,000.00 initial principal balance, less an original issue discount (“OID”) of $700,000.00, and less $30,000.00 to the Investor to cover Streeterville’s legal fees, accounting costs, due diligence, and other transaction costs incurred in connection with the transactions contemplated by the Purchase Agreement (the “Transaction Expense Amount”) under the Purchase Agreement (the “Purchase Amount”). The Purchase Amount does not account for any legal fees of the Company in connection with the Pre-Paid Purchase or ELOC, or placement agent fees in connection with the ELOC. The Purchase Agreement also provides that the Company will register such dollar amount of shares of Common Stock issuable under the Pre-Paid Purchase equal to all remaining capacity under the registration statement (“Pre-Paid Purchase Shares”), of which this prospectus supplement forms a part.

The offering of Common Stock pursuant to this prospectus supplement represents (i) the Registered Shares and (ii) the Pre-Paid Purchase Shares. The Pre-Paid Purchase Shares represent the number of shares of Common Stock for which the aggregate dollar value is equal to the dollar amount of the remaining capacity under the registration statement on Form S-3 of which this prospectus supplement is a part, which, pursuant to General Instruction I.B.6 of Form S-3, equals $6,793,112.

On April 20, 2026, the Company consummated the Pre-Paid Purchase under such ELOC.

Pursuant to the Purchase Agreement, the Company agreed to obtain shareholder approval for the issuance of shares of Common Stock under the ELOC in excess of the requirements of Nasdaq Listing Rule 5635(d), if any. The Company also agreed to file a Definitive Proxy Statement on Schedule 14C disclosing such shareholder approval.

If and when requested by the Investor, amounts outstanding under the Pre-Paid Purchase will be correspondingly reduced upon the issuance by us of our Common Stock to the Investor at a price per share equal to 97% of the lowest daily volume weighted average price (as reported during regular trading hours by Bloomberg) (the “VWAP”) of our Common Stock during the five (5) trading days immediately preceding the applicable measurement date, subject to floor prices outlined in the respective pre-paid purchase.

In addition to our issuance of the Registered Shares and Pre-Paid Purchase Shares to the Investor pursuant to the Purchase Agreement, this prospectus supplement also covers the resale of those shares from time to time by the Investor to the public. The Investor may sell the shares of Common Stock included in this prospectus supplement in a number of different ways and at varying prices. We provide more information about how the Investor may sell the shares in the section entitled “Plan of Distribution”. The Investor is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act.

Our shares of Common Stock are traded on the NASDAQ Capital Market (“Nasdaq”) under the symbol “ELAB.” On April 20, 2026, the closing price of our shares of Common Stock on the Nasdaq was $3.32 per share.

Univest Securities, LLC, our placement agent (“Placement Agent” or “Univest”) will be entitled to a placement fee of 8.0% of the gross proceeds of each closing of the ELOC, pursuant to that certain Placement Agency Agreement between us and the Placement Agent dated September 23, 2025 (“Placement Agency Agreement”). This ELOC constitutes a “Tail Financing” under the Placement Agency Agreement, as further described in the “Plan of Distribution” section. In connection with the sale of our shares of Common Stock on our behalf, the Placement Agent will be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation of the Placement Agent will be deemed to be underwriting commissions or discounts.

As of April 20, 2026, the aggregate market value of our Common Stock held by non-affiliates pursuant to General Instruction I.B.6 of Form S-3 was $62,307,658, which is based on 4,450,547 shares of our Common Stock outstanding held by non-affiliates and a price of $14.00 per share, representing the highest closing price of our Common Stock during the prior sixty (60) days. One-third of the calculated aggregate market value held by non-affiliates is $20,769,219, which, after giving effect to prior shelf takedowns of $1,737,635 on April 24, 2025, $5,464,500 on January 12, 2026, $1,222,168 on February 17, 2026, and $4,551,804 on April 1, 2026 permits us to register up to approximately $7,793,112 in securities using this prospectus supplement.

We are an “emerging growth company” and “smaller reporting company” under the federal securities laws and we have elected to comply with certain reduced public company reporting requirements.

Investing in our Common Stock involves a high degree of risk and uncertainty. See “Risk Factors” beginning on page S-9 of this prospectus supplement to read about the risks you should consider before purchasing our Common Stock.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus supplement is April 20, 2026.

TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

		Page

ABOUT THIS PROSPECTUS SUPPLEMENT		S-ii
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		S-iii
PROSPECTUS SUPPLEMENT SUMMARY		S-1
THE OFFERING		S-8
RISK FACTORS		S-9
USE OF PROCEEDS		S-10
DIVIDEND POLICY		S-10
DESCRIPTION OF CAPITAL STOCK		S-11
PLAN OF DISTRIBUTION		S-13
LEGAL MATTERS		S-15
EXPERTS		S-15
WHERE YOU CAN FIND ADDITIONAL INFORMATION		S-15
INFORMATION INCORPORATED BY REFERENCE		S-16

BASE PROSPECTUS

ABOUT THIS PROSPECTUS		i
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		ii
MARKET DATA		ii
TRADEMARKS		ii
PROSPECTUS SUMMARY		1
RISK FACTORS		25
USE OF PROCEEDS		53
DIVIDEND POLICY		54
BUSINESS		55
THE SECURITIES WE MAY OFFER		66
DESCRIPTION OF CAPITAL STOCK		67
DESCRIPTION OF WARRANTS		69
DESCRIPTION OF DEBT SECURITIES		70
DESCRIPTION OF RIGHTS		76
DESCRIPTION OF UNITS		77
PLAN OF DISTRIBUTION		78
LEGAL MATTERS		80
EXPERTS		80
WHERE YOU CAN FIND ADDITIONAL INFORMATION		80
INFORMATION INCORPORATED BY REFERENCE		81

S-i

ABOUT THIS PROSPECTUS SUPPLEMENT

This prospectus supplement and the accompanying prospectus are part of a registration statement that we filed with the SEC, utilizing a “shelf” registration process.

This document consists of two parts. The first part is this prospectus supplement, which describes the specific terms of this offering described herein and the securities offered hereby, and also adds to and updates information contained in the accompanying base prospectus and the documents incorporated by reference into this prospectus supplement and the base prospectus.

The second part, the base prospectus, gives more general information about securities we may offer from time to time, some of which does not apply to this offering. Generally, when we refer only to the prospectus, we are referring to both parts combined, and when we refer to the accompanying prospectus, we are referring to the base prospectus.

If the description of this offering varies between this prospectus supplement and the accompanying base prospectus, you should rely on the information contained in this prospectus supplement. This prospectus supplement, the accompanying base prospectus and the documents incorporated into each by reference include important information about us, our securities being offered and other information you should know before investing. You should read this prospectus supplement and the accompanying base prospectus together with the additional information described under the heading “Where You Can Find Additional Information” before investing in our securities.

We have authorized only the information contained or incorporated by reference in this prospectus supplement, the accompanying prospectus, and any free writing prospectus prepared by or on behalf of us or to which we have referred you. We have not, and Univest has not, authorized anyone to provide you with information that is different. We and Univest take no responsibility for, and can provide no assurance as to the reliability of, any information that others may give you. If anyone provides you with different or inconsistent information, you should not rely on it. We are offering to sell our securities only in jurisdictions where offers and sales are permitted. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to this public offering and the distribution of this prospectus applicable to that jurisdiction. The information contained in or incorporated by reference in the prospectus is accurate only as of the date such information was issued, regardless of the time of delivery of the prospectus or the date of any sale of our securities. Our business, financial condition, results of operations and prospects may have changed since that date.

Throughout this prospectus supplement, unless otherwise designated or the context suggests otherwise,

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generally, when we refer to this prospectus in this prospectus supplement, we are referring to both the prospectus supplement and the prospectus combined;

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all references to “PMGC Holdings Inc.,” “PMGC Holdings,” the “Company,” “we,” “us,” “our” or other similar terms refer to PMGC Holdings Inc.,” a Nevada corporation, and its subsidiaries;

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“year” or “fiscal year” means the year ending December 31^st; and

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all dollar or $ references, when used in this prospectus, refer to United States dollars.

On March 10, 2026, we effected a 1:6 reverse stock split of our Common Stock. Unless otherwise indicated, all share and per share information in this prospectus supplement reflects this reverse stock split. The financial statements and other financial information incorporated by reference into this prospectus supplement as of the date of this prospectus supplement do not reflect the reverse stock split and continue to present historical share and per share amounts on a pre-reverse split basis. Any subsequent filings incorporated by reference, including future reports, will reflect this reverse stock split on a retrospective basis, as applicable.

S-ii

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Except for historical information, this prospectus supplement contains forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates, intentions and future performance, and involve known and unknown risks, uncertainties and other factors, which may be beyond our control, and which may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. All statements other than statements of historical fact are statements that could be forward-looking statements. You can identify these forward-looking statements through our use of words such as “may,” “can,” “anticipate,” “assume,” “should,” “indicate,” “would,” “believe,” “contemplate,” “expect,” “seek,” “estimate,” “continue,” “plan,” “point to,” “project,” “predict,” “could,” “intend,” “target,” “potential” and other similar words and expressions of the future and variations thereof.

There are a number of important factors that could cause the actual results to differ materially from those expressed in any forward-looking statement made by us. These factors include, but are not limited to:

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our ability to continue as a going concern;

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our lack of operating history;

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the expectation that we will incur significant operating losses for the foreseeable future and will need significant additional capital;

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our current and future capital requirements to support our development and commercialization efforts for our product candidates and our ability to satisfy our capital needs;

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our dependence on third-parties to manufacture our products;

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our ability to maintain or protect the validity of our intellectual property;

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interpretations of current laws and the passages of future laws;

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the accuracy of our estimates regarding expenses and capital requirements; and

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our ability to adequately support organizational and business growth.

Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

You should not rely upon forward-looking statements as predictions of future events. We cannot assure you that the events and circumstances reflected in the forward-looking statements will be achieved or occur.

WE CAUTION READERS OF THIS PROSPECTUS SUPPLEMENT AND ANY ADDITIONAL PROSPECTUS SUPPLEMENT NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THEIR DATES. WE UNDERTAKE NO OBLIGATION TO PUBLICLY UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENTS CONTAINED IN THIS PROSPECTUS SUPPLEMENT OR ANY ADDITIONAL PROSPECTUS SUPPLEMENTS, OR THE DOCUMENTS TO WHICH WE REFER YOU IN THIS PROSPECTUS SUPPLEMENT OR ANY ADDITIONAL PROSPECTUS SUPPLEMENT, TO REFLECT ANY CHANGE IN OUR EXPECTATIONS WITH RESPECT TO SUCH STATEMENTS OR ANY CHANGE IN EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH ANY STATEMENT IS BASED. THESE FORWARD-LOOKING STATEMENTS ARE NOT GUARANTEES OF OUR FUTURE PERFORMANCE, AND ACTUAL RESULTS AND FUTURE DEVELOPMENTS MAY VARY MATERIALLY FROM THOSE PROJECTED IN THE FORWARD-LOOKING STATEMENTS.

S-iii

PROSPECTUS SUPPLEMENT SUMMARY

This summary highlights information that appears elsewhere in this prospectus supplement or in the documents incorporated by reference herein and is qualified in its entirety by the more detailed information, including the financial statements that appear in the documents incorporated by reference. This summary may not contain all of the information that may be important to you. As an investor or prospective investor, you should review carefully the entire prospectus supplement, including the risk factors, and the more detailed information that is included herein and in the documents incorporated by reference herein.

The Company

We currently manage and operate a diverse portfolio of five wholly-owned subsidiaries:

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Northstrive Biosciences Inc. (“Northstrive Biosciences”) is a biopharmaceutical company focusing on the development and acquisition of cutting-edge aesthetic medicines and therapeutic products. Our lead asset, EL-22, is leveraging a first-in-class engineered probiotic approach to address obesity’s pressing issue of preserving muscle while on weight loss treatments, including GLP-1 receptor agonists.

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PMGC Capital LLC (“PMGC Capital”) is a multi-strategy investment firm focused on direct investments, strategic lending, and acquiring undervalued companies and assets across diverse markets. Our mission is to identify and seize high-potential opportunities, delivering sustainable growth and maximizing returns on capital.

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Pacific Sun Packaging, Inc. (“Pacific Sun Packaging”) is a specialty packaging provider focused on high-precision, component-level packaging solutions for the electronics and information technology (“IT”) hardware industries. The company designs and supplies custom-engineered protective packaging for delicate components such as central processing units (CPUs), memory modules (DIMMs and SO-DIMMs), solid state drives (SSDs), hard disk drives (HDDs), and fiber-optic transceivers, serving customers across the semiconductor, data center, and networking equipment supply chains.

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AGA Precision Systems LLC (“AGA Precision Systems”) is a specialized CNC machine shop focused on high-tolerance milling, turning, mold manufacturing, and machining of complex metals including titanium and Inconel. The company serves customers across the aerospace, defense, and industrial sectors, delivering precision components to demanding technical specifications.

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SVM Machining, Inc. (“SVM Machining”), a California based ISO 9001:2015 certified precision CNC machining and manufacturing services company that produces high-quality, engineered components for a diverse set of mission-critical industries, including medical technology, aerospace, semiconductor, biotech & pharmaceutical, and transportation. Known for its technical expertise, quality systems, and ability to deliver complex parts with precision tolerances, SVM supports original equipment manufacturers and advanced technology customers with reliable and responsive production capacity.

We are dedicated to enhancing our portfolio through the acquisition of operating companies and innovative biotechnology assets that align with our growth mission, while actively pursuing the acquisition of operating companies. For a more detailed description of the Company and its operating subsidiaries, please refer to the Business section of our annual report on Form 10-K for the fiscal year ended December 31, 2025, which we filed on March 30, 2026.

Business Strategy

PMGC Holdings Inc. is a diversified holding company focused on acquiring and growing valuable assets and operating businesses across various industries. Our strategy is to identify and invest in compelling opportunities—regardless of sector—with strong fundamentals, growth potential, and scalable operations. We actively seek acquisitions that complement our existing portfolio and align with our long-term value creation objectives.

Biotechnology Product Development

Northstrive Biosciences is advancing its lead asset, EL-22, an engineered probiotic designed to preserve muscle mass during weight loss treatments. EL-22 has completed a Phase 1 clinical trial in South Korea, showing promising safety and tolerability results. The Company plans to file an Investigational New Drug (“IND”) application with the U.S. Food and Drug Administration (the “FDA”) to evaluate EL-22 in combination with GLP-1 receptor agonists. Additionally, EL-32, a preclinical probiotic expressing dual myostatin and activin-A inhibitors, is being developed for muscle preservation in obesity treatments. EL-22 and EL-32 are based on proprietary intellectual property targeting myostatin and activin-A pathways, which are key biological regulators of muscle development, strength, and metabolic efficiency. These pathways are increasingly viewed as important targets across a range of animal health and nutrition applications, including livestock productivity, feed efficiency, and companion animal muscle health and aging.

On February 11, 2026, Northstrive Biosciences executed a definitive, exclusive license agreement with Modulant Biosciences LLC (“Modulant”). This agreement covers NorthStrive Biosciences’s EL-22 and EL-32 assets and, pursuant to its terms, grants Modulant an exclusive, royalty-bearing, sublicensable license to develop, manufacture, and commercialize products derived from these technologies solely for non-human animal health applications, including use as a feed additive.

S-1

Competition

PMGC Holdings Inc. and its respective subsidiaries operate in highly competitive and risky industries. Key competitors for NorthStrive Biosciences in the biopharmaceutical sector include companies developing obesity treatments, including GLP-1 receptor agonists and muscle preservation therapies. Key competitors for PMGC Capital in the investment sector include multi-strategy investment firms targeting high yield and return on capital in undervalued companies and assets.

Intellectual Property

We have developed a comprehensive portfolio of intellectual property, consisting of patents, patent applications, domain names, know-how and trade secrets. As of the date of this prospectus, we have two registered domain names, four non-provisional patent applications filed, and four provisional patent applications filed.

We believe our intellectual property adequately protects our products and technology and may prevent others from commercializing products or methods substantially similar to ours.

PMGC Holdings Inc.

Patents

Below is a table, with footnotes, that includes our United States patent applications with the referenced property number(s) that are material to our business as of April 17, 2026, as well as our two anticipated patent applications:

Property No.	Patent Title	Application Number and Filing Date	Application Type	Jurisdiction
1.	Fusion Protein of Myo-2 for Use in Treating Muscle Loss in Obese Patients	63/639,722, 04/29/2024	Provisional	USA
2.	Combination Therapy of a Fusion Protein of Myo-2 with a GLP-1 Receptor Agonist for Use in Treating Muscle Loss in Obese Patients	63/639,723, 04/29/2024	Provisional	USA
3.	Pharmaceutical Composition for Treatment of Muscle Loss Due to Obesity	63/639,727, 04/29/2024	Provisional	USA
4.	Combination Therapy for Treatment of Muscle Loss Due to Obesity	63/639,728, 04/29/2024	Provisional	USA

S-2

Below is a table that includes our United States patent applications as of April 17, 2026:

Patent Title	Filing Date	Application Type	Jurisdiction
Fusion Protein of Myo-2 for Use in Treating Muscle Loss in Obese Patients ⁽¹⁾	9/25/2024	Non-provisional	USA
Combination Therapy of a Fusion Protein of Myo-2 with a GLP-1 Receptor Agonist for Use in Treating Muscle Loss in Obese Patients ⁽²⁾	9/25/2024	Non-Provisional	USA
Pharmaceutical Composition for Treatment of Muscle Loss Due to Obesity ⁽³⁾	4/28/2025	Non-provisional	USA
Combination Therapy for Treatment of Muscle Loss Due to Obesity ⁽⁴⁾	4/28/2025	Non-provisional	USA
Fusion Protein of Myo-2 for Use in Encouraging Muscle Growth in Animals ⁽⁵⁾	4/28/2025	Non-provisional	USA
Animal Feed Additive to Encourage Muscle Growth ⁽⁶⁾	4/28/2025	Non-provisional	USA

(1)

Non-provisional patent application based on Property.

(2)

Non-provisional patent application based on Property.

(3)

Non-provisional patent application based on Property.

(4)

Non-provisional patent application based on Property.

(5)

Non-provisional patent application based on Property.

(6)

Non-provisional patent application based on Property.

Domain Names

We have the right to use the following domain registration issued in the United States, as noted below:

Number	Issue Date	Expiration Date	Registration Agency	Domain Name	Owner
1.	July 31, 2024	July 31, 2027	GoDaddy	www.pmgcholdings.com	PMGC Holdings Inc.
2.	April 10, 2024	April 10, 2025	GoDaddy	www.northstrivebio.com	PMGC Holdings Inc.

S-3

NorthStrive Biosciences Inc.

Patents

Property No.	Licensed Product/ Nation	Registration Number	Registration Date	Title
1.	EL-22 Korea	10-0857861-0000	2008.09.03	Surface Expression Vector for Fusion Protein of Myo-2 Peptide Multimer and Myostatin, and Microorganism Transformed by Therof
2.	EL-22 Korea	10-0872042-0000	2008.11.28	Cell Surface Expression Vector of Myostatin and Microorganisms Transformed Thereby
3.	EL-22 USA	8470551	2013.06.25	Surface Expression Vector for Fusion Protein of Myo-2 Peptide Multimer and Myostatin, and Microorganism Transformed by Therof
4.	EL-22 Japan	05634867	2014.10.24	Surface Expression Vector for Fusion Protein of Myo-2 Peptide Multimer and Myostatin, and Microorganism Transformed by Therof
5.	EL-22 China	ZL200780101116.2	2013.06.19	Surface Expression Vector for Fusion Protein of Myo-2 Peptide Multimer and Myostatin, and Microorganism Transformed by Therof

Patent Applications

Property No.	Licensed Product/ Nation	Patent Application Serial No	Filing Date	Title
1.	EL-32 USA	18/627,462	2024.04.05	Pharmaceutical composition for alleviation, treatment, and prevention of sarcopenia containing microorganism transformed with cell surface display vector operably linked with gene encoding myostatin and activin A proteins as active ingredient
2.	EL-32 Korea	10-2022-0136606	2022.10.21	A pharmaceutical composition for alleviation, treatment and prevention of sarcopenia containing a microorganism transformed with a vector expressing myostatin and activin A on the cell surface as an active ingredient

Going Concern

As of December 31, 2025, management has determined there is substantial doubt about the Company’s ability to continue as a going concern. The Company may need to obtain funds to support its working capital, the methods of which include, without limitation, the following:

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this offering;

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other available sources of financing (including debt) from banks and other financial institutions; and

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financial support from the Company’s related parties.

There can be no assurance that the Company will be successful in securing sufficient funds to sustain its operations. See “Risk Factors” at page S-9.

S-4

Recent Developments

	●	On March 24, 2026, Northstrive Biosciences Inc. entered into a Third Amendment to a License Agreement (the “Third Amendment”) with MOA Life Plus Co., Ltd. (“MOA”), a corporation organized under the laws of the Republic of Korea. The Third Amendment further amends that certain License Agreement originally entered into by the Company and MOA on April 30, 2024, as amended. A copy of the Third Amendment is included as Exhibit 10.1 in the Current Report on Form 8-K filed with the SEC on March 27, 2026.

	●	On March 17, 2026, the Company entered into Amendment No. 5 to the Consulting and Services Agreement for Non-Employee Chief Executive Officer with GB Capital Ltd, an entity wholly owned by the Company’s Chief Executive Officer, Graydon Bensler (“Amendment No. 5 to GB Capital Consulting Agreement”), and Amendment No. 5 to the Consulting and Services Agreement for Non-Employee, Non-Executive Chairman with Northstrive Companies Inc., an entity wholly owned by the Company’s Chairman, Braeden Lichti (“Amendment No. 5 to Northstrive Consulting Agreement”). A copy of each of Amendment No. 5 to GB Capital Consulting Agreement and Amendment No. 5 to Northstrive Consulting Agreement is included as Exhibits 10.1 and 10.2, respectively, of the Current Report on Form 8-K filed with the SEC on March 23, 2026.

	●	On March 10, 2026, the Company effectuated a 1-for-6 reverse stock split of the shares of Common Stock, as of 12:00 a.m. Eastern Time. The Company filed a Certificate of Amendment to its Articles of Incorporation (the “March 2026 Certificate of Amendment”) to effectuate such reverse stock split, which provided that every six (6) shares of the Company’s issued and outstanding Common Stock would be automatically combined, without any action on the part of the holder thereof, into one (1) share of Common Stock. The March 2026 Certificate of Amendment also provided that the Company’s authorized shares of capital stock would be 583,333,334 shares, comprised of 83,333,334 shares of Common Stock and 500,000,000 shares of preferred stock, par value $0.0001 per share. A copy of the March 2026 Certificate of Amendment is included as Exhibit 3.1 in the Current Report on Form 8-K filed with the SEC on March 10, 2026. The Common Stock began trading on a split-adjusted basis on The Nasdaq Capital Market when the market opened on March 10, 2026. The trading symbol for the Common Stock remained “ELAB” after this reverse stock split. The Common Stock was assigned a new CUSIP number (73017P 508) following this reverse stock split.

	●	On February 6, 2026, the Company entered into and consummated the Fourth Pre-Paid Purchase, as described elsewhere in this prospectus supplement. A copy of the Fourth Pre-Paid Purchase is included as Exhibit 10.1 in the Company’s Current Report on Form 8-K, filed with the SEC on March 3, 2026, incorporated herein by reference.

S-5

	●	On February 4, 2026, Northstrive Biosciences Inc. entered into the license agreement Modulant. A copy of the license agreement is included as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on February 10, 2026, incorporated herein by reference.

	●	On February 2, 2026, the Company completed the acquisition (the “SVM Acquisition”) of 100% of the issued and outstanding shares of SVM Machining, pursuant to a Stock Purchase Agreement dated February 2, 2026, by and between the Company, SVM Machining and the previous sole stockholder of SVM Machining (the “SVM Acquisition Agreement”). A copy of the SVM Acquisition Agreement is included as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on February 6, 2026, incorporated herein by reference, and the SVM Acquisition is more fully described in this Current Report on Form 8-K.

	●	On January 7, 2026 and January 13, 2026, the Company and Streeterville entered into and consummated the Second Pre-Paid Purchase and the Third Pre-Paid Purchase, respectively, as described elsewhere in this prospectus supplement. A copy of the form of the Second Pre-Paid Purchase is included as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on January 12, 2026, incorporated herein by reference. A copy of the form of the Third Pre-Paid Purchase is included as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on January 20, 2026, incorporated herein by reference.

	●	On January 6, 2026, the Company filed a certificate of amendment (“January 2026 Certificate of Amendment”) to its Articles of Incorporation, as amended, to effect a 1-for-4 reverse stock split of the Common Stock, such split to be effective on January 6, 2026. A copy of the January 2026 Certificate of Amendment is included as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on January 6, 2026, incorporated herein by reference.

Corporate History and Structure

Our predecessor company, Elevai Labs, Inc., was incorporated in Delaware in June 2020, and completed its initial public offering of Common Stock on November 24, 2023. On December 20, 2024, the Company re-domesticated to Nevada and changed its name to “PMGC Holdings Inc.” In January 2025, the Company completed its divestiture of the legacy Elevai Skincare business and another operating subsidiary, Elevai Biosciences, Inc., changed its name to Northstrive Biosciences. In July 2025, the Company acquired both AGA Precision Systems and Pacific Sun Packaging. In February, 2026, we acquired SVM Machining.

As of the date of this prospectus supplement, we are qualified to do business as a foreign corporation in the state of California. Our telephone number is (888) 445-4886. Our website address is www.pmgcholdings.com. Information contained on our website or connected thereto or on any other website referred to herein or connected thereto does not constitute part of, and is not incorporated by reference into, this prospectus supplement or the registration statement of which it forms a part.

We have five operating wholly owned subsidiaries, Northstrive Biosciences, PMGC Capital, Pacific Sun Packaging , AGA Precision Systems, and SVM Machining.

S-6

Implications of Being an Emerging Growth Company and a Smaller Reporting Company

We are an “emerging growth company,” as defined in the JOBS Act. We will remain an emerging growth company until the earlier of (i) the last day of the fiscal year following the fifth anniversary of the date of the first sale of our Common Stock pursuant to an effective registration statement under the Securities Act; (ii) the last day of the fiscal year in which we have total annual gross revenues of $1.235 billion or more; (iii) the date on which we have issued more than $1 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under applicable SEC rules. We expect that we will remain an emerging growth company for the foreseeable future, but cannot retain our emerging growth company status indefinitely and will no longer qualify as an emerging growth company on or before the last day of the fiscal year following the fifth anniversary of the date of the first sale of our Common Stock pursuant to an effective registration statement under the Securities Act. For so long as we remain an emerging growth company, we are permitted and intend to rely on exemptions from specified disclosure requirements that are applicable to other public companies that are not emerging growth companies.

These exemptions include:

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being permitted to provide only two years of audited financial statements, in addition to any required unaudited interim financial statements, with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure;

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not being required to comply with the requirement of auditor attestation of our internal controls over financial reporting;

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not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements;

●

reduced disclosure obligations regarding executive compensation; and

●

not being required to hold a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

An emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act to comply with new or revised accounting standards. This allows an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to avail ourselves of this extended transition period and, as a result, we will not be required to adopt new or revised accounting standards on the dates on which adoption of such standards is required for other public reporting companies.

We are also a “smaller reporting company” as defined in Rule 12b-2 of the Exchange Act, and have elected to take advantage of certain of the scaled disclosure available for smaller reporting companies. We will remain a smaller reporting company until the end of the fiscal year in which (1) we have a public common equity float of more than $250 million, or (2) we have annual revenues for the most recently completed fiscal year of more than $100 million and a public common equity float or public float of more than $700 million. We also would not be eligible for status as a smaller reporting company if we become an investment company, an asset-backed issuer or a majority-owned subsidiary of a parent company that is not a smaller reporting company.

We have elected to take advantage of certain of the reduced disclosure obligations in the registration statement of which this prospectus supplement is a part and may elect to take advantage of other reduced reporting requirements in future filings. As a result, the information that we provide to our stockholders may be different from what you might receive from other public reporting companies in which you hold equity interests.

Corporate Information

Our principal executive offices are located at 120 Newport Center Drive, Newport Beach, CA 92660. Our website address is www.pmgcholdings.com. Information contained on our website or connected thereto or on any website referred to herein or connected thereto does not constitute part of, and is not incorporated by reference into, this prospectus supplement or the registration statement of which it forms a part.

S-7

THE OFFERING

Issuer		PMGC Holdings Inc., a Nevada corporation

Common Stock outstanding prior to the offering		4,450,547 shares of Common Stock

Common Stock offered by us		Shares of Common Stock having an aggregate gross sales price of up to $7,793,112.

Common Stock outstanding immediately after the offering		Up to 6,797,869 shares, assuming sales of 2,347,322 shares of our Common Stock in this offering at an offering price of $3.32 per share, the closing price of our Common Stock on April 20, 2026, as reported by Nasdaq. The actual number of shares issued will vary depending on how many shares we choose to sell and the sales price under this offering.

Use of proceeds		The net proceeds of this offering, after deducting the Placement Agent’s fees and our estimated offering expenses, will be used for general corporate purposes and potential acquisitions of operating companies, which companies are yet to be identified at this time. See “Use of Proceeds.”

Risk factors		*Investing in our Common Stock involves a high degree of risk and uncertainty. You should carefully consider all the information in this prospectus supplement, the accompanying prospectus and the documents incorporated into each by reference prior to investing in our Common Stock. In particular, we urge you to consider carefully the factors set forth in the section entitled “Risk Factors*” beginning on page S-9 of this prospectus supplement, and in the accompanying prospectus and the documents we have filed with the SEC that are incorporated by reference herein for more information, before you make any investment in our Common Stock.

Nasdaq symbol		Our Common Stock is traded on The Nasdaq Capital Market under the symbol “ELAB.”

Transfer agent and registrar		Vstock Transfer, LLC

Placement Agent		We have engaged Univest as our exclusive Placement Agent in connection with this offering. Univest is not required to buy or sell any specific number or dollar amount of the securities offered hereby, but it will use its commercially reasonable efforts to sell all of the securities offered by this prospectus. See “Plan of Distribution” on page S-13 of this prospectus supplement.

The number of shares of our Common Stock to be outstanding after this offering is based on approximately 4,450,547 shares of our Common Stock outstanding as of April 20, 2026 and does not include:

●

21,938 shares of Common Stock reserved for issuance under the Company’s 2025 Equity Incentive Plan;

●

9,780 shares of Common Stock issuable upon exercise of outstanding warrants with an average weighted exercise price of $300.96 per share; and

●

nil shares of Common Stock held in treasury.

S-8

RISK FACTORS

An investment in our securities involves a high degree of risk. Before you invest you should carefully consider the risks and uncertainties described in “Part I. Item 1A - Risk Factors” in our Annual Report on Form 10-K, filed with the SEC on March 30, 2026, which are incorporated by reference in this prospectus supplement, together with all of the other information contained in this prospectus supplement and the documents incorporated by reference herein. If any of these risks actually occur, our business, operating results and financial condition could be materially and adversely impacted, the market price of our Common Stock may decline, and you may lose all or part of your investment. Additional risks and uncertainties not presently known or which we consider immaterial as of the date hereof may also have an adverse effect on our business. The risk factors are not guarantees that no such conditions exist as of the date of this prospectus supplement and should not be interpreted as an affirmative statement that such risks or conditions have not materialized, in whole or in part. The risks and uncertainties we have described are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our operations.

S-9

USE OF PROCEEDS

We may issue and sell shares of Common Stock having aggregate sales proceeds of up to $7,793,112 from time to time, before deducting Placement Agent commissions and expenses. The amount of proceeds from this offering will depend upon the number of shares of our Common Stock sold and the market price at which they are sold. Because there is no minimum offering amount required as a condition of this offering, the actual total public offering amount, commissions and proceeds to us, if any, are not determinable at this time. There can be no assurance that we will be able to sell any shares under or fully utilize the Sales Agreement.

We expect to use any net proceeds from this offering for general corporate purposes and potential acquisitions of operating companies, which companies are yet to be identified at this time.

As of the date of this prospectus supplement, we cannot specify with certainty all of the particular uses of the proceeds from this offering. Accordingly, we will retain broad discretion over the use of such proceeds.

DIVIDEND POLICY

We have never declared or paid any cash dividends on our capital stock. We intend to retain future earnings, if any, to finance the operation of our business and do not anticipate paying any cash dividends in the foreseeable future. Any future determination related to our dividend policy will be made at the discretion of our Board after considering our financial condition, results of operations, capital requirements, business prospects and other factors our Board deems relevant, and subject to the restrictions contained in any future financing instruments.

S-10

DESCRIPTION OF SECURITIES

The following description of our securities we are offering pursuant to this prospectus supplement is only a summary and is qualified in its entirety by reference to the actual terms and provisions of the capital stock contained in our Articles of Incorporation, as amended, and our Bylaws.

General

We are authorized to issue two classes of stock. The total number of shares of stock which we are authorized to issue is 583,333,334 shares, comprised of 83,333,334 shares of Common Stock and 500,000,000 shares of preferred stock, par value $0.0001 per share (“Preferred Stock”). Of the Preferred Stock, 50,000,000 shares have been designated as Series B Preferred Stock. As of the date of this prospectus supplement, there were 6,372,874 shares of Series B Preferred Stock issued and outstanding. As of April 20, 2026, there were 40 holders of record of the Common Stock and 2 holders of record of the Series B Preferred Stock.

Common Stock

The holders of our Common Stock are entitled to the following rights:

Voting Rights. Each share of our Common Stock entitles its holder to one vote per share on all matters to be voted or consented upon by the stockholders.

Dividend Rights. Subject to limitations under Nevada law, holders of our Common Stock are entitled to receive ratably such dividends or other distributions, if any, as may be declared by our Board out of funds legally available therefor.

Liquidation Rights. In the event of the liquidation, dissolution or winding up of our business, the holders of our Common Stock are entitled to share ratably in the assets available for distribution after the payment of all of our debts and other liabilities.

Other Matters. The holders of our Common Stock that are not to be issued upon conversion of the convertible promissory notes have no subscription, redemption or conversion privileges; in addition, such Common Stock does not entitle its holders to preemptive rights. All of the outstanding shares of our Common Stock are fully paid and non-assessable.

S-11

Anti-Takeover Provisions of Nevada State Law

Certain anti-takeover provisions of Nevada law could have the effect of delaying or preventing a third party from acquiring us, even if the acquisition arguably could benefit our stockholders.

Nevada’s “combinations with interested stockholders” statutes, Nevada Revised Statues (“NRS”) 78.411 through 78.444, inclusive, prohibit specified types of business “combinations” between certain Nevada corporations and any person deemed to be an “interested stockholder” for two years after such person first becomes an “interested stockholder” unless the corporation’s board of directors approves the combination, or the transaction by which such person becomes an “interested stockholder”, in advance, or unless the combination is approved by the board of directors and sixty percent of the corporation’s voting power not beneficially owned by the interested stockholder, its affiliates and associates. Further, in the absence of prior approval certain restrictions may apply even after such two-year period. However, these statutes do not apply to any combination of a corporation and an interested stockholder after the expiration of four years after the person first became an interested stockholder. For purposes of these statutes, an “interested stockholder” is any person who is (1) the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the outstanding voting shares of the corporation, or (2) an affiliate or associate of the corporation and at any time within the two previous years was the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the then outstanding shares of the corporation. The definition of the term “combination” is sufficiently broad to cover most significant transactions between a corporation and an “interested stockholder.” These statutes generally apply to Nevada corporations with 200 or more stockholders of record. However, a Nevada corporation may elect in its articles of incorporation not to be governed by these particular laws, but if such election is not made in the corporation’s original articles of incorporation, the amendment (1) must be approved by the affirmative vote of the holders of stock representing a majority of the outstanding voting power of the corporation not beneficially owned by interested stockholders or their affiliates and associates, and (2) is not effective until 18 months after the vote approving the amendment and does not apply to any combination with a person who first became an interested stockholder on or before the effective date of the amendment. We have made such an election in our original articles of incorporation.

Nevada’s “acquisition of controlling interest” statutes, NRS 78.378 through 78.379, inclusive, contain provisions governing the acquisition of a controlling interest in certain Nevada corporations. These “control share” laws provide generally that any person that acquires a “controlling interest” in certain Nevada corporations may be denied voting rights, unless a majority of the disinterested stockholders of the corporation elects to restore such voting rights. Absent such provision in our bylaws, these laws would apply to us as of a particular date if we were to have 200 or more stockholders of record (at least 100 of whom have addresses in Nevada appearing on our stock ledger at all times during the 90 days immediately preceding that date) and do business in the State of Nevada directly or through an affiliated corporation, unless our articles of incorporation or bylaws in effect on the tenth day after the acquisition of a controlling interest provide otherwise. These laws provide that a person acquires a “controlling interest” whenever a person acquires shares of a subject corporation that, but for the application of these provisions of the NRS, would enable that person to exercise (1) one fifth or more, but less than one third, (2) one third or more, but less than a majority or (3) a majority or more, of all of the voting power of the corporation in the election of directors. Once an acquirer crosses one of these thresholds, shares which it acquired in the transaction taking it over the threshold and within the 90 days immediately preceding the date when the acquiring person acquired or offered to acquire a controlling interest become “control shares” to which the voting restrictions described above apply.

Nevada law also provides that directors may resist a change or potential change in control if the directors determine that the change is opposed to, or not in the best interests of, the corporation. The existence of the foregoing provisions and other potential anti-takeover measures could limit the price that investors might be willing to pay in the future for shares of our common stock. They could also deter potential acquirers of our Company, thereby reducing the likelihood that you could receive a premium for your common stock in an acquisition.

Transfer Agent and Registrar

The transfer agent and registrar for our Common Stock is Vstock Transfer, LLC. Their address is 18 Lafayette Place, Woodmere, NY 11598. Their telephone number is (212) 828-8436.

Listing

Our Common Stock is listed on The Nasdaq Capital Market under the symbol “ELAB.”

S-12

PLAN OF DISTRIBUTION

On April 16, 2026, we entered into the Purchase Agreement with the Investor. The initial purchase price pursuant to the Pre-Paid Purchase was $10,000,000, computed as follows: $10,730,000.00 initial principal balance, less an OID of $700,000.00, less $30,000.00 to the Investor to cover Streeterville’s legal fees, accounting costs, due diligence, and other transaction costs incurred in connection with the transactions contemplated by the Purchase Agreement. On the same date, Streeterville also paid us $1,000,000 for the Registered Shares and received the Registered Shares from us. The Company obtained net proceeds of $9,727,380.00 after the deduction of the cash fee payable to Univest, legal fees, and other expenses. The Pre-Paid Purchase was offset upon the issuance of our Common Stock to the Investor at a Purchase Price equal to 97% of the lowest daily VWAP of the shares during the five (5) trading days immediately prior to each purchase notice.

In addition to our issuance of Common Stock to the Investor pursuant to the Purchase Agreement, this prospectus supplement also covers the resale of those shares from time to time by the Investor to the public. The shares of Common Stock offered by this prospectus supplement are being offered by the Investor. The Investor is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act. We have agreed in the Securities Purchase Agreement to provide customary indemnification to the Investor.

It is possible that our shares may be sold by the Investor in one or more of the following manners:

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ordinary brokerage transactions and transactions in which the broker solicits purchasers;

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a block trade in which the broker or dealer so engaged will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction;

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to a broker-dealer as principal and resale by the broker-dealer for its account;

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in market transactions, including transactions on a national securities exchange or quotations service or over-the-counter market; or

●

a combination of any such methods of sale.

We have advised the Investor that it is required to comply with Regulation M promulgated under the Exchange Act. With certain exceptions, Regulation M precludes the Investor, any affiliated purchasers, and any broker-dealer or other person who participates in the distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase, any security that is the subject of the distribution until the entire distribution is complete. Regulation M also prohibits any bids or purchases made in order to stabilize the price of a security in connection with the distribution of that security.

These restrictions may affect the marketability of the shares of our Common Stock by the Investor and any unaffiliated broker-dealer.

S-13

We have paid the expenses incident to the registration under the Securities Act of the offer and sale of the shares of our Common Stock covered by this prospectus supplement and the accompanying prospectus. We also paid $30,000 in transaction expenses to the Investor in connection with consummation on the Pre-Paid Purchase, which was deducted from proceeds at closing.

On September, 23, 2025, the Company and Univest entered into a Placement Agency Agreement, which entitles Univest to a cash fee equal to eight percent (8%) of the aggregate gross proceeds received by the Company from the sale of the applicable securities at each applicable closing; and (ii) reimbursement of Univest’s legal fees and other out-of-pocket fees, costs and expenses in an amount of up to $30,000, for Tail Financings (as defined below). “Tail Financings” means the sale of any equity, debt and/or equity derivative instruments to any investor actually introduced by the Placement Agent to the Company, but unknown to the Company prior to such introduction, during a 12-month period specified in the Placement Agency Agreement.

The Pre-Paid Purchase was consummated on April 20, 2026. The Company received net proceeds of $9,727,380.00 and plans to use such proceeds for general corporate purposes, including working capital, and to fund potential acquisitions of the stock or assets of other companies. Univest was paid $938,400.00 as cash compensation and $30,000 for its expenses.

The form of Placement Agency Agreement was included as Exhibit 10.24 to the Company’s Annual Report on Form 10-K filed with the SEC on March 30, 2026 and is incorporated herein by reference.

The Placement Agent and its affiliates may in the future provide various investment banking and other financial services for us and our affiliates, for which services they may in the future receive customary fees. To the extent required by Regulation M, the Placement Agent will not engage in any market making activities involving our shares of Common Stock while the offering is ongoing under this prospectus supplement. This summary of the material provisions of the Sales Agreement does not purport to be a complete statement of its terms and conditions.

S-14

LEGAL MATTERS

Certain legal matters relating to the validity of the issuance of the securities offered by this prospectus supplement will be passed upon for us by Sichenzia Ross Ference Carmel LLP, New York, NY.

EXPERTS

Our consolidated financial statements for the fiscal year ended December 31, 2025 and December 31, 2024 are included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 have been audited by HTL International, LLC, an independent registered public accounting firm, as stated in its report, which is incorporated herein by reference. Such consolidated financial statements have been so incorporated in reliance upon the reports of HTL International, LLC (which expresses an unqualified opinion and includes an explanatory paragraph regarding the Company’s going concern uncertainty) given upon such accounting firm’s authority as experts in auditing and accounting.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

As required by the Securities Act, we filed a registration statement relating to the securities offered by this prospectus supplement with the SEC. This prospectus supplement is a part of that registration statement, which includes additional information.

For further information with respect to us and the securities we are offering under this prospectus supplement, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. You should rely only on the information contained in this prospectus supplement or incorporated by reference into this prospectus supplement. We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any jurisdiction where the offer is not permitted. You should assume that the information contained in this prospectus supplement, or any document incorporated by reference in this prospectus supplement, is accurate only as of the date of those respective documents, regardless of the time of delivery of this prospectus supplement or any sale of our securities.

We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public from commercial document retrieval services and over the Internet at the SEC’s website at www.sec.gov.

We maintain a website at www.pmgcholdings.com. You may access our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act with the SEC free of charge at our website as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. The information contained in, or that can be accessed through, our website is not incorporated by reference into, and is not part of this prospectus.

S-15

INFORMATION INCORPORATED BY REFERENCE

The SEC allows us to “incorporate by reference” information that we file with it into this prospectus, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus. The information incorporated by reference is considered to be a part of this prospectus, and information that we file later with the SEC will automatically update and supersede information contained in this prospectus.

We incorporate by reference the documents listed below and any future filings made with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act made after the date of the initial registration statement of which this prospectus forms a part and prior to effectiveness of the registration statement and subsequent to the date of this prospectus until the termination of the offering of the securities described in this prospectus (other than information in such filings that was “furnished,” under applicable SEC rules, rather than “filed”). We incorporate by reference the following documents or information that we have filed with the SEC:

	●	the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 30, 2026;

	●	The Registrant’s Current Reports on Form 8-K filed with the SEC on January 6, 2026, January 12, 2026, January 20, 2026, February 6, 2026, February 10, 2026, March 3, 2026, March 10, 2026, March 23, 2026, March 27, 2026, and April 17, 2026.

	●	The description of the Registrant’s common stock, which is contained in a registration statement on Form 8-A12B filed with the SEC on November 20, 2023, under the Exchange Act, including any amendment or report filed for the purpose of updating such description.

S-16

All filings filed by us pursuant to the Exchange Act after the date of the initial filing of the registration statement of which this prospectus is a part and prior to effectiveness of the registration statement shall be deemed to be incorporated by reference into this prospectus.

In addition, all other reports subsequently filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, prior to the termination of the offering (excluding any information furnished rather than filed) shall be deemed to be incorporated by reference into this prospectus supplement.

Notwithstanding the statements in the preceding paragraphs, no document, report or exhibit (or portion of any of the foregoing) or any other information that we have “furnished” to the SEC pursuant to the Securities Exchange Act of 1934, as amended shall be incorporated by reference into this prospectus supplement.

Any statement contained in this prospectus supplement or contained in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded to the extent that a statement contained in this prospectus or any subsequently filed supplement to this prospectus, or document deemed to be incorporated by reference into this prospectus, modifies or supersedes such statement. Any statements so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

You may request a copy of these filings at no cost, by writing or telephoning us at the following address:

Graydon Bensler
Chief Executive Officer and Chief Financial Officer
PMGC Holdings Inc.

120 Newport Center Drive

Newport Beach, CA 92660
(888) 445-4886

You may also access these filings on our website at www.pmgcholdings.com. You should rely only on the information incorporated by reference or provided in this prospectus. We have not authorized anyone else to provide different or additional information on our behalf. An offer of these securities is not being made in any jurisdiction where the offer or sale is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date of those respective documents.

S-17

PROSPECTUS

$100,000,000

Common Stock

Preferred Stock

Debt Securities

Warrants

Rights

Units

PMGC Holdings Inc.

From time to time, we may offer and sell shares of common stock, preferred stock, debt securities, rights or warrants to purchase common stock or any combination of these securities, either separately or in units, in one or more offerings in amounts, at prices and on terms that we will determine at the time of the offering. The debt securities and warrants may be convertible into or exercisable or exchangeable for common stock or debt securities. The preferred stock may be convertible into or exchangeable for common stock or other securities. The aggregate initial offering price of all securities sold by us under this prospectus will not exceed $100,000,000.

We may offer securities through underwriting syndicates managed or co-managed by one or more underwriters or dealers, through agents or directly to purchasers. The prospectus supplement for each offering of securities will describe in detail the plan of distribution for that offering. For general information about the distribution of securities offered, please see “Plan of Distribution” in this prospectus. Each time our securities are offered, we will provide a prospectus supplement containing more specific information about the particular offering and attach it to this prospectus. The prospectus supplements may also add, update or change information contained in this prospectus. This prospectus may not be used to offer or sell securities without a prospectus supplement that includes a description of the method and terms of that offering.

Our common stock is currently quoted on The Nasdaq Capital Market under the symbol “ELAB.” On January 24, 2025, the last reported sale price of our common stock on The Nasdaq Capital Market was $3.10 per share.

The aggregate market value of our outstanding common stock held by non-affiliates is $3,142,867.83, based on 3,072,909 shares of outstanding common stock, of which 3,041,485 shares are held by non-affiliates, and a share price of $3.10 per share, which was the closing sale price of our common stock as quoted on The Nasdaq Capital Market on January 24, 2025. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell our securities in a public primary offering with a value exceeding more than one-third of our public float in any 12-month period so long as our public float remains below $75,000,000. As of the date of this prospectus, we have not offered any securities during the past twelve months pursuant to General Instruction I.B.6 of Form S-3. You are urged to obtain current market quotations of our common stock.

If we decide to seek a listing of any common stock, preferred stock, debt securities, rights or warrants to purchase common stock or units or any combination of these securities offered by this prospectus, the related prospectus supplement will disclose the exchange or market on which the securities will be listed, if any, or where we have made an application for listing, if any.

Other than our common stock, we have not yet determined whether the other securities that may be offered by this prospectus will be listed on any exchange, interdealer quotation system or over-the-counter market. If we decide to seek the listing of any such securities upon issuance, the prospectus supplement relating to those securities will disclose the exchange, quotation system or market on which those securities will be listed.

We are an “emerging growth company” and a “smaller reporting company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and have elected to comply with certain reduced public company reporting requirements. See “Summary - Implications of Being an Emerging Growth Company and Smaller Reporting Company.”

Investing in our securities involves risks. You should carefully consider the Risk Factors beginning on page 25 of this prospectus before you make an investment in our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

This prospectus is dated January 24, 2025.

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we have filed with the SEC using a “shelf” registration process. Under this shelf registration process, we may offer and sell from time to time the securities described in this prospectus in one or more offerings. This prospectus provides you with a general description of the securities that are registered hereunder that may be offered by us. Each time we offer the securities, we will provide you with a prospectus supplement that will describe, among other things, the specific amounts and prices of the securities being offered and the terms of the offering.

Any prospectus supplement may add, update or change information contained in this prospectus. Any statement that we make in this prospectus will be modified or superseded by any inconsistent statement made by us in any prospectus supplement. The information in this prospectus is accurate as of its date. Additional information, including our financial statements and the notes thereto, is incorporated in this prospectus by reference to our reports filed with the SEC. Investors should be aware that the historical financial information presented in our previously filed Annual Report on Form 10-K includes Elevai Skincare Inc., which has since been divested. For financial information reflecting this divestiture as of December 31, 2024, investors should refer to our Current Report on Form 8-K filed on January 17, 2025, which includes pro forma financial statements reflecting the impact of the transaction as of that date.. Therefore, before you invest in our securities, you should carefully read this prospectus and any prospectus supplement relating to the securities offered to you together with the additional information incorporated by reference in this prospectus and any prospectus supplement (including the documents described under the heading “Where You Can Find Additional Information” and “Information Incorporated by Reference” in both this prospectus and any prospectus supplement).

You should rely only on the information contained in or incorporated by reference in this prospectus or any prospectus supplement. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. Neither we nor anyone acting on our behalf is making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information incorporated by reference or provided in this prospectus or any prospectus supplement is accurate as of any date other than the date on the front of those documents.

Unless the context otherwise requires, throughout this prospectus and any applicable prospectus supplement, the words “we,” “us,” the “registrant,” “the Company,” or “PMGC” refer to PMGC Holdings Inc. and its subsidiaries; and the term “securities” refers to the shares of our Common Stock registered hereunder.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Except for historical information, this prospectus contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates, intentions and future performance, and involve known and unknown risks, uncertainties and other factors, which may be beyond our control, and which may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. All statements other than statements of historical fact are statements that could be forward-looking statements. You can identify these forward-looking statements through our use of words such as “may,” “can,” “anticipate,” “assume,” “should,” “indicate,” “would,” “believe,” “contemplate,” “expect,” “seek,” “estimate,” “continue,” “plan,” “point to,” “project,” “predict,” “could,” “intend,” “target,” “potential” and other similar words and expressions of the future and variations thereof.

●

our ability to continue as a going concern;

●

our lack of operating history;

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the expectation that we will incur significant operating losses for the foreseeable future and will need significant additional capital;

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our current and future capital requirements to support our development and commercialization efforts for our product candidates and our ability to satisfy our capital needs;

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our dependence on third-parties to manufacture our products;

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our ability to maintain or protect the validity of our intellectual property;

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interpretations of current laws and the passages of future laws;

●

the accuracy of our estimates regarding expenses and capital requirements; and

●

our ability to adequately support organizational and business growth.

MARKET DATA

This prospectus and any applicable prospectus supplement and the documents incorporated by reference herein and therein contain estimates, projections, market research and other information concerning, among other things, our industry, our business and markets for our products and services. Unless otherwise expressly stated, we obtain this information from reports, research surveys, studies and similar data prepared by market research firms and other third parties, industry, technology and general publications, government data and similar sources as well as from our own internal estimates and research and from publications, research, surveys and studies conducted by third parties on our behalf. Information that is based on estimates, projections, market research or similar methodologies is inherently subject to uncertainties and actual events or circumstances may differ materially from events and circumstances that are reflected in this information. As a result, you are cautioned not to give undue weight to such information.

TRADEMARKS

Solely for convenience, our trademarks and tradenames referred to in this prospectus may appear without the ^® or ™ symbols, but such references are not intended to indicate in any way that we will not assert, to the fullest extent under applicable law, our rights to these trademarks and tradenames. All other trademarks, service marks and trade names included or incorporated by reference into this prospectus or the accompanying prospectus are the property of their respective owners. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply relationships with, or endorsements or sponsorship of us by, these other companies.

PROSPECTUS SUMMARY

This summary highlights information about our Company, this offering and information contained in greater detail in other parts of this prospectus or incorporated by reference into this prospectus from our filings with the SEC listed in the section entitled “Information Incorporated by Reference.” Because it is only a summary, it does not contain all of the information that you should consider before purchasing our securities in this offering and it is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing elsewhere or incorporated by reference into this prospectus. You should read the entire prospectus, the registration statement of which this prospectus is a part, and the information incorporated by reference into this prospectus in their entirety, including the “Risk Factors” and our financial statements and the related notes incorporated by reference into this prospectus, before purchasing our securities in this offering.

The Company

We manage and operate a diverse portfolio of three wholly owned subsidiaries across the medical aesthetics and biopharmaceutical sectors:

●

Northstrive Biosciences Inc. is a biopharmaceutical company focusing on the development and acquisition of cutting-edge aesthetic medicines and therapeutic products. Our lead asset, EL-22, is leveraging a first-in-class engineered probiotic approach to address obesity’s pressing issue of preserving muscle while on weight loss treatments, including GLP-1 receptor agonists.

	●	PMGC Research Inc., based in Canada, is currently dedicated to medical scientific research and development efforts, utilizing Canadian research grants and partnering with leading Canadian Universities to push the boundaries of innovation.

	●	PMGC Capital LLC is a multi-strategy investment firm focused on direct investments, strategic lending, and acquiring undervalued companies and assets across diverse markets. Our mission is to identify and seize high-potential opportunities, delivering sustainable growth and maximizing returns on capital.

We are dedicated to enhancing our portfolio through the acquisition of operating companies and innovative biotech assets that align with our growth mission, while actively pursuing opportunities to foster growth and drive innovation.

As of January 16, 2025, we completed the divestiture of the assets relating to our prior Elevai Skincare Inc. business. Elevai Skincare Inc., previously specializing in developing and commercializing physician-dispensed skincare products, is no longer part of our operations. Post closing of the asset sale, we changed the name of Elevai Skincare Inc. to PMGC Impasse Corp. on January 17, 2025. The Skincare asset divestiture enables us to dedicate more resources and time to advancing our initiatives and assets in larger markets with unmet needs, creating greater growth opportunities for the Company and its shareholders. Our efforts will focus on the clinical development of biotechnology assets through NorthStrive Biosciences Inc. while leveraging our R&D capabilities through PMGC Research Inc. Moreover, this strategic shift positions us to actively explore and execute potential business acquisitions and high-value biotech assets, further strengthening our portfolio and driving long-term growth.

Business Strategy

PMGC Holdings Inc. currently operates as a holding company focusing on developing and acquiring biotechnology assets and advancing novel science and discoveries through collaborative strategic research and development partnerships. We intend to find and acquire additional innovative biotechnology assets and operating companies in agnostic sectors.

Research and Development

PMGC Research Inc. collaborates with academic institutions in Canada to advance scientific discoveries and innovative research.. Its partnership with Dr. Stanislav Sokolenko’s Lab at Dalhousie University, supported by the Mitacs Accelerate Grants Program.

Biotechnology Product Development

Northstrive Biosciences Inc. is advancing its lead asset, EL-22, an engineered probiotic designed to preserve muscle mass during weight loss treatments. EL-22 has completed a Phase 1 clinical trial in South Korea, showing promising safety and tolerability results. The Company plans to file an Investigational New Drug (“IND”) application with the FDA to evaluate EL-22 in combination with GLP-1 receptor agonists. Additionally, EL-32, a preclinical probiotic expressing dual myostatin and activin-A inhibitors, is being developed for muscle preservation in obesity treatments.

Investments

PMGC Capital LLC is a multi-strategy investment firm focused on direct investments, strategic lending, and acquiring undervalued companies and assets across diverse markets. Its mission is to identify and seize high-potential opportunities, delivering sustainable growth and maximizing returns on capital. This expansion into capital investment allows the Company to further diversify its portfolio and potential acquire further assets at discounted valuations.

Competition

PMGC Holdings Inc. and its respective subsidiaries, operate in highly competitive and risky industries. Key competitors for NorthStrive Biosciences in the biopharmaceutical sector include companies developing obesity treatments, including GLP-1 receptor agonists and muscle preservation therapies. Key competitors for PMGC Capital in the investment sector include multi-strategy investment firms targeting high yield and return on capital in undervalued companies and assets.

Intellectual Property

We have developed a comprehensive portfolio of intellectual property, consisting of patents, patent applications, domain names, know-how and trade secrets. As of the date of this prospectus, we have two registered domain names, one issued patent, four non-provisional patent applications filed, four provisional patent application and four International Patent Corporation Treaty (“PCT”) applications filed.

We believe our intellectual property adequately protects our products and technology and may prevent others from commercializing products or methods substantially similar to ours.

PMGC Holdings Inc.

Patents

Below is a table, with footnotes, that includes our United States and International Patent Cooperation Treaty (PCT-Global) patent applications with its referenced property number that are material to our business as of January 24, 2025 as well as our two anticipated patent applications:

Property No.	Patent Title	Application Number and Filing Date	Application Type	Jurisdiction	Ownership Status and Expiration Date
1.	Fusion Protein of Myo-2 for Use in Treating Muscle Loss in Obese Patients	63/639,722, 04/29/2024	Provisional	USA	Elevai Labs, Inc., 04/29/2025
2.	Combination Therapy of a Fusion Protein of Myo-2 with a GLP-1 Receptor Agonist for Use in Treating Muscle Loss in Obese Patients	63/639,723, 04/29/2024	Provisional	USA	Elevai Labs, Inc., 04/29/2025
3.	Pharmaceutical Composition for Treatment of Muscle Loss Due to Obesity	63/639,727, 04/29/2024	Provisional	USA	Elevai Labs, Inc., 04/29/2025
4.	Combination Therapy for Treatment of Muscle Loss Due to Obesity	63/639,728, 04/29/2024	Provisional	USA	Elevai Labs, Inc., 04/29/2025

Below is a table that includes our United States and International Patent Cooperation Treaty (PCT-Global) patent applications as of January 24, 2025:

Patent Title	Filing Date	Application Type	Jurisdiction
Fusion Protein of Myo-2 for Use in Treating Muscle Loss in Obese Patients ⁽¹⁾	9/30/2024	Non-provisional	USA
Combination Therapy of a Fusion Protein of Myo-2 with a GLP-1 Receptor Agonist for Use in Treating Muscle Loss in Obese Patients ⁽²⁾	9/30/2024	Non-Provisional	USA
Pharmaceutical Composition for Treatment of Muscle Loss Due to Obesity ⁽³⁾	10/15/2024	Non-provisional	USA
Combination Therapy for Treatment of Muscle Loss Due to Obesity ⁽⁴⁾	04/28/2025	Non-provisional	USA

(1)

Non-provisional patent application based on Property.

(2)

Non-provisional patent application based on Property.

(3)

Non-provisional patent application based on Property.

(4)

Non-provisional patent application based on Property.

If approved, our International PCT patent applications will cover all 152 nations which are signatories of the PCT. However, our IP strategy generally recognizes the United States, United Kingdom, European Union, Canada, Japan, Australia and China as targets for extending patent protection under the PCT. Decisions regarding which countries to extend patent coverage under the PCT is taken on a case-by-case basis, subject to normal business considerations such as value and return on investment.

Trademarks

Docket Number

Trademark

Country /
Region

Classes

Application
No.

Registration
No.

Status

Substatus

15981-0119

ELEVAI BIOSCIENCES

United States - (US)

5, 42

98533158

Filed - (F)

Pending - (PEND)

15981-0119.1

ELEVAI BIOSCIENCES (& Des.)

United States - (US)

5, 42

98533161

Filed - (F)

Pending - (PEND)

Domain Names

We have the right to use the following domain registration issued in the United States, as noted below:

Number	Issue Date	Expiration Date	Registration Agency	Domain Name	Owner
1	July 31, 2024	July 31, 2027	GoDaddy	www.pmgcholdings.com	PMGC Holdings Inc.
2	April 10, 2024	April 10, 2025	GoDaddy	www.northstrivebio.com	PMGC Holdings Inc.

NorthStrive Biosciences Inc.

Patents

Property No.	Licensed Product/ Nation	Registration Number	Registration Date	Title
1.	EL-22 Korea	10-0857861-0000	2008.09.03	Surface Expression Vector for Fusion Protein of Myo-2 Peptide Multimer and Myostatin, and Microorganism Transformed by Therof
2.	EL-22 Korea	10-0872042-0000	2008.11.28	Cell Surface Expression Vector of Myostatin and Microorganisms Transformed Thereby
3.	EL-22 USA	8470551	2013.06.25	Surface Expression Vector for Fusion Protein of Myo-2 Peptide Multimer and Myostatin, and Microorganism Transformed by Therof
4.	EL-22 Japan	05634867	2014.10.24	Surface Expression Vector for Fusion Protein of Myo-2 Peptide Multimer and Myostatin, and Microorganism Transformed by Therof
5.	EL-22 China	ZL200780101116.2	2013.06.19	Surface Expression Vector for Fusion Protein of Myo-2 Peptide Multimer and Myostatin, and Microorganism Transformed by Therof

Patent Applications

Property No.	Licensed Product/ Nation	Patent Application Serial No	Filing Date	Title
1.	EL-32 USA	18/627,462	2024.04.05	Pharmaceutical composition for alleviation, treatment, and prevention of sarcopenia containing microorganism transformed with cell surface display vector operably linked with gene encoding myostatin and activin A proteins as active ingredient
2.	EL-32 Korea	10-2022-0136606	2022.10.21	A pharmaceutical composition for alleviation, treatment and prevention of sarcopenia containing a microorganism transformed with a vector expressing myostatin and activin A on the cell surface as an active ingredient

Trademarks

Docket
Number

Trademark

Country /
Region

Classes

Application
No.

Registration
No.

Status

Substatus

15981-0119

ELEVAI BIOSCIENCES

United States - (US)

5, 42

98533158

Filed - (F)

Pending - (PEND)

15981-0119.1

ELEVAI BIOSCIENCES (& Des.)

United States - (US)

5, 42

98533161

Filed - (F)

Pending - (PEND)

Going Concern

As of December 31, 2024, management has determined there is substantial doubt about the Company’s ability to continue as a going concern. The Company may need to obtain funds to support its working capital, the methods of which include, without limitation, the following:

●

this offering;

●

other available sources of financing (including debt) from banks and other financial institutions; and

●

financial support from the Company’s related parties.

There can be no assurance that the Company will be successful in securing sufficient funds to sustain its operations. See “Risk Factors” at page 25.

Recent Developments

●

On January 7, 2026, the Company and Streeterville Capital LLC (“Streeterville”) entered into and consummated Secured Pre-Paid Purchase # 2 (the “Second Pre-Paid Purchase”) under the previously disclosed ELOC with Streeterville pursuant to that certain Securities Purchase Agreement between the Company and Streeterville dated September 23, 2025 (“Purchase Agreement”). The Second Pre-Paid Purchase has an original principal amount of $3,278,700 and an original issue discount (“OID”) of $278,700.00. The initial purchase price payable to the Company on January 7, 2026 (such date, as used in the context of describing the Second Pre-Paid Purchase, “Second Pre-Paid Purchase Closing Date”) was $3,000,000 (“Second Pre-Paid Purchase Price”), computed as follows: $3,278,700 initial principal balance, less the OID. The maturity date of the Second Pre-Paid Purchase is January 7, 2029. The Company obtained net proceeds of $2,732,704 after the deduction of the cash fee payable to Univest Securities, LLC, its placement agent, and legal fees.

Subject to the terms and conditions of the Second Pre-Paid Purchase, at any time following January 7, 2026, 2025, Streeterville may, by providing written notice to Company, require Company to issue and sell Second Pre-Paid Purchase Shares to Streeterville, such Second Pre-Paid Purchase Shares at the price equal to 88.00% multiplied by the lowest VWAP during the ten (10) Trading Day period preceding the applicable measurement date (such price, the “Second Pre-Paid Purchase Share Purchase Price”). The Second Pre-Paid Purchase Amount shall not exceed the Outstanding Balance (as defined in the Second Pre-Paid Purchase). In addition, if the Second Pre-Paid Purchase Share Purchase Price is below $1.124, Streeterville may elect to have the portion of the applicable Purchase Amount that is less than $1.124 be paid in cash rather than shares purchased pursuant to the Second Pre-Paid Purchase (“Second Pre-Paid Purchase Shares”). The Company may not effect any issuance of Second Pre-Paid Purchase Shares pursuant to the Second Pre-Paid Purchase to the extent that after giving effect to such issuance, the issuance would cause Streeterville (together with its affiliates) to beneficially own a number of shares of Common Stock exceeding 9.99% of the number of shares of Common Stock outstanding on such date (the “Maximum Percentage”). The Maximum Percentage is enforceable, unconditional, and non-waivable and shall apply to all affiliates and assigns of Streeterville.

Upon ten (10) Trading Days’ prior written notice, the Company may prepay all or any portion of the Outstanding Balance, subject to certain conditions set forth in the Second Pre-Paid Purchase. If the Company exercises its right to prepay the Initial Pre-Paid Purchase, the Company shall make payment to Streeterville of an amount in cash equal to 120% multiplied by the portion of the outstanding balance of the Second Prepaid Purchase the Company elects to prepay.

Upon an Event of Default (as defined below), Streeterville may accelerate the Second Pre-Paid Purchase by written notice to Company, with the outstanding balance on the Second Pre-Paid Purchase becoming immediately due and payable in cash. Notwithstanding the foregoing, upon the occurrence of any Event of Default described in clauses (b) – (f) of the definition of Event of Default set forth below, an Event of Default will be deemed to have occurred and the outstanding balance as of the date of the occurrence of such Event of Default will become immediately and automatically due and payable in cash. At any time following the occurrence of any Event of Default, upon written notice given by Streeterville to Company, the outstanding balance will automatically increase by fifteen percent (15.00%) and interest shall accrue on the outstanding balance beginning on the date the applicable Event of Default occurred at an interest rate equal to the lesser of eighteen percent (18.00%) per annum or the maximum rate permitted under applicable law.

“Event of Default” means any of the following events: (a) the Company fails to pay any principal, interest, fees, charges, or any other amount when due and payable under the applicable Pre-Paid Purchase; (b) a receiver, trustee or other similar official shall be appointed over Company or a material part of its assets and such appointment shall remain uncontested for twenty (20) days or shall not be dismissed or discharged within sixty (60) days; (c) the Company becomes insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; (d) the Company makes a general assignment for the benefit of creditors; (e) the Company files a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); (f) an involuntary bankruptcy proceeding is commenced or filed against the Company; (g) the Company fails to observe or perform any covenant set forth in Section 4 or Section 5 of the Purchase Agreement; (h) the occurrence of a Fundamental Transaction (as defined in the Second Pre-Paid Purchase) without Streeterville’s prior written consent; provided that, notwithstanding anything to the contrary to the other Transaction Documents, any transaction involving the acquisition, merger, or otherwise of any business by the Company or any of its subsidiaries shall not be deemed a Fundamental Transaction, unless such transaction results in a Change of Control (as defined in the Second Pre-Paid Purchase); (i) Company fails to timely establish and maintain the Share (j) Company fails to deliver any Purchase Shares in accordance with the terms provided in the Second Pre-Paid Purchase, that there shall be no breach in the event such failure is solely attributable to the Company’s transfer agent, so long as (1) the failure is cured and the required delivery is completed within ten (10) Trading Days after the applicable deadline, and (2) the total number of such transfer agent-related failures does not exceed three (3) in the aggregate during the term of the Transaction Documents; (k) any money judgment, writ or similar process is entered or filed against the Company or any subsidiary of the Company or any of its property or other assets for more than $1,000,000.00, and shall remain unvacated, unbonded or unstayed for a period of twenty (20) calendar days unless otherwise consented to by Streeterville; (l) the Company fails to be DWAC Eligible; (m) the Company or any subsidiary of Company, breaches any covenant or other term or condition contained in any Other Agreement (as defined in the Second Pre-Paid Purchase) in any material respect; (n) the Company defaults or otherwise fails to observe or perform any covenant, obligation, condition or agreement of the Company contained in the Second Pre-Paid Purchase or in any other Transaction Document in any material respect, other than those specifically set forth in Section 4.1 of the Second Pre-Paid Purchase or Section 4 or Section 5 of the Purchase Agreement; (o) any representation, warranty or other statement made or furnished by or on behalf of Company to Streeterville in the Second Pre-Paid Purchase or in any Transaction Document in connection with the issuance of the Initial Pre-Paid Purchase is false, incorrect or incomplete, or, in light of the circumstances under which such representation, warranty, or other statement (as applicable) was made, misleading in any material respect when made or furnished; (p) at any time during the period beginning on the effective date of the Registration Statement and ending on the six (6) month anniversary of the Purchase Price Date, the Registration Statement is suspended, halted, declared ineffective or otherwise unavailable for the Purchase Shares to be sold for a period of more than thirty (30) days; and (q) the Company or any subsidiary of the Company, breaches any material covenant or other material term or condition contained in any Other Agreements. Capitalized used herein but not otherwise defined have the terms set forth in the Second Pre-Paid Purchase.

●

On January 6, 2026, the Company filed a Certificate of Amendment (“Third Certificate of Amendment”) to the Company’s Articles of Incorporation, as amended, to effect a 4-for-1 reverse stock split (the “Split”) of the shares of the Company’s authorized, issued, and outstanding shares of Common Stock, such Split to be effective on January 6, 2026 at 9:00 a.m. Eastern Standard Time (the “Effective Time”).

The Third Certificate of Amendment provided that at the Effective Time, every four (4) shares of the Company’s issued and outstanding Common Stock would be automatically combined, without any action on the part of the holder thereof, into one (1) share of Common Stock. The Certificate of Amendment also provided that the Company’s authorized shares of capital stock would be 1,000,000,000 (one billion), comprised of 500,000,000 (five hundred million) shares of Common Stock and 500,000,000 shares of preferred stock, par value $0.0001 per share.

The Common Stock began trading on a Split-adjusted basis on The Nasdaq Capital Market when the market opened on January 6, 2026. The trading symbol for the Common Stock remained “ELAB” after the Split. The Common Stock was assigned a new CUSIP number (73017P 409) following the Split.

The Split had no effect on the par value of the Common Stock. No fractional shares were issued in connection with the Split and stockholders received one share of Common Stock in lieu of a fractional share.

To reflect the Split, the Company proportionally adjusted the number of shares of Common Stock (i) underlying its outstanding stock awards, (ii) underlying its outstanding options, (iii) reserved under its equity incentive plan, (iv) underlying its outstanding warrants, and (v) proportionally adjusted the exercise price of its outstanding warrants.

A copy of the Third Certificate of Amendment is included as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on January 6, 2026, incorporated herein by reference.

●

On December 4, 2025, the Company held its Annual Meeting of Shareholders (the “Annual Meeting”). Shareholders of record for the Company’s Common Stock and Series B Preferred Stock, par value $0.0001 per share (“Series B Preferred Stock”) as of the close of business on October 10, 2025 were entitled to vote at the Annual Meeting. According to the certified tabulation of votes provided by Broadridge Financial Solutions, Inc. (the appointed Inspector of Elections), a total of 93.46% of the Company’s then-outstanding stock entitled to vote. A quorum was therefore present. The Company’s shareholders of record voted for the re-election of each of the Company’s current directors (Proposal 1), for the ratification of HTL International, LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 (Proposal 2), and for the potential adjournment of the Annual Meeting to solicit additional proxies if required (Proposal 3). Proposals 1, 2, and 3 are more fully described in the Company’s definitive proxy statement filed with the SEC on October 27, 2025, incorporated herein by reference. For a full description of the Annual Meeting results, see the Company’s Current Report on Form 8-K, filed with the SEC on December 10, 2025.

●

On October 26, 2025, AGA Precision Systems LLC (“AGA”), a California limited liability company and a wholly owned subsidiary of the Company, entered into an Asset Purchase Agreement (“Asset Purchase Agreement”) with Indarg Engineering, Inc., a California corporation (“Seller,” and, together with AGA, the “Parties”). Pursuant to the Asset Purchase Agreement, AGA purchased and assumed from Seller all of the Purchased Assets of Seller’s Business (as defined below), free and clear of any liens or other Encumbrances, subject to the terms and conditions of the Asset Purchase Agreement, and assumed the Assumed Liabilities (as defined below). Capitalized terms used in the description of the Asset Purchase Agreement in this prospectus but not otherwise defined have the meanings set forth in the Asset Purchase Agreement.

The Purchase Price for the Purchased Assets was $548,000.00, payable at Closing as follows: (a) $350,000.00 to be used to satisfy and discharge Seller’s outstanding Small Business Administration loan; (b) $28,000.00 to be paid to Seller at Closing; and (c) $170,000.00 to be paid pursuant to a two-year promissory note (“Note”) issued by AGA to the Seller, which Note will bear interest at the rate of eight percent (8%) per annum. The Note is secured by the equipment included in the Purchased Assets. At AGA’s sole option, AGA may prepay the Note in whole or in part at any time without penalty.

Pursuant to the Asset Purchase Agreement, AGA shall hire Seller’s Chief Executive Officer, pursuant to an employment agreement acceptable to the Parties. The employment agreement entered into by AGA and such individual provides for, amongst other things: a base salary and signing bonus; a discretionary bonus determined by AGA in its sole discretion; and eligibility to earn incentive compensation equal to a percentage of the net income generated from any sale or transaction that such individual directly drives or originates, as determined by AGA in its reasonable discretion. Additionally, AGA shall offer employment to all employees of Seller who are eligible and qualified to work in the State of California on such terms as AGA deems appropriate.

Subject to the terms and conditions set forth in the Asset Purchase Agreement, Seller agreed to non-compete provisions for a period commencing from the Closing Date to two (2) years thereafter (“Restricted Period”), which provisions apply to Seller and its Affiliates. Notwithstanding these non-compete provisions, Seller may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if Seller is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own two percent (2%) or more of any class of securities of such Person. Seller also agreed to non-solicitation provisions applying to Seller and its Affiliates. These non-solicitation provisions do not apply to general solicitations which are not directed specifically to any employees of AGA.

The Parties additionally made customary representations and warranties for transactions of this nature and agreed to other customary covenants and indemnification provisions for transactions of this nature.

The transactions contemplated under the Asset Purchase Agreement were consummated on October 26, 2025.

“Assumed Liabilities” means: (a) all Liabilities with respect to the Assigned Contracts, but only to the extent that such Liabilities are required to be performed after the Closing Date, were incurred in the ordinary course of business, and do not relate to any failure to perform, improper performance, warranty, or other breach, default, or violation by AGA on or prior to the Closing; (b) all Liabilities arising under that certain real property lease agreement set forth in Section 1.03(a)(ii) of the Asset Purchase Agreement, but only to the extent that such Liabilities are to be performed after the Closing Date, were incurred in the ordinary course of business, and do not relate to any failure to perform, improper performance, warranty, or other breach, default, or violation by AGA on or prior to the Closing, and excluding (c) the Excluded Liabilities.

“Business” means the Seller’s business of providing high-tolerance precision machining services, including CNC machining, prototyping, and quality inspection.

The foregoing descriptions of each of the Asset Purchase Agreement and the Note do not purport to be complete and are each qualified in their entirety by reference to the full text of the Securities Purchase Agreement and the form of Note, copies of which are filed as Exhibits 10.54 and 10.55 to the Company’s Form S-1 filed with the SEC on November 26, 2025 and incorporated herein by reference.

●

On October 16, 2025, the Company entered into Amendment No. 1 to the Secondment Agreement (“Amendment No. 1 to the GB Capital Secondment Agreement”) with GB Capital, an entity wholly owned by the Company’s Non-Employee Chief Executive Officer and Chief Financial Officer, Graydon Bensler.

Amendment No. 1 to the GB Capital Secondment Agreement amends the Secondment Agreement between the Company and GB Capital dated July 25, 2025 (the “GB Capital Secondment Agreement”) as follows:

a. The effective date of the GB Capital Secondment Agreement was amended to October 16, 2025.

b. Section 4 of the GB Capital Secondment Agreement was amended and supplemented to state that the seconded employees of GB Capital (“GB Capital Seconded Employees”) are classified as exempt under applicable law and will be paid on a salary basis, while non-exempt GB Capital Seconded Employees will be paid hourly, with overtime in accordance with law. Amendment No. 1 to the GB Capital Secondment Agreement also added terms to Section 4 providing for: GB Capital Seconded Employees’s eligibility to participate in the Company’s group health plans on the same terms as similarly situated employees; and GB Capital’s proposal of milestone-driven bonuses or incentive payments for GB Capital Seconded Employees, subject to the Company’s prior written approval.

c. Terms were added to Section 5 providing for: (i) the Company’s reimbursement to GB Capital for all costs and expenses associated with any GB Capital Seconded Employee’s use of a company car in the course of providing services to the Company: (ii) the Company’s reimbursement to GB Capital for reasonable costs and expenses incurred in providing office space for GB Capital Seconded Employees during the secondment period, including rent, utilities, and related overhead, to the extent such office space is used for the performance of services for the Company; (iii) the Company’s provision of a mobile phone and/or reimbursement for certain costs associated with the phone if in performing the secondment, a mobile phone and/or associated service plan is reasonably required; and (iv) the Company’s reimbursement to GB Capital for fees actually incurred in connection with the hiring and onboarding of GB Capital Seconded Employees.

d. Amendment No. 1 to the GB Capital Secondment Agreement replaced Exhibit A of the GB Capital Secondment Agreement with a new Exhibit A setting forth (i) approved GB Capital Seconded Employees; and (ii) the Company’s payment of a fee equal to 30% of aggregate employment costs for all of the GB Capital Seconded Employees. Any additions of employees beyond those set forth in Exhibit A requires prior review and approval by the Board.

Except as expressly amended by Amendment No. 1 to the GB Capital Secondment Agreement, all other terms and conditions of the GB Capital Secondment Agreement remain unchanged and in full force and effect. The foregoing summary of Amendment No. 1 to the GB Capital Secondment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.50 to the Company’s Form S-1 filed with the SEC on November 26, 2025 and incorporated herein by reference.

Amendment No. 1 to the Secondment Agreement with Northstrive Companies Inc.

On October 16, 2025, the Company entered into Amendment No. 1 to the Secondment Agreement (“Amendment No. 1 to the Northstrive Secondment Agreement”) with Northstrive, an entity wholly owned by the Company’s Non-Employee, Non-Executive Chairman, Braeden Lichti.

Amendment No. 1 to the Northstrive Secondment Agreement amends the Secondment Agreement between the Company and Northstrive dated May 7, 2025 (the “Northstrive Secondment Agreement”) as follows:

a. The effective date of the Northstrive Secondment Agreement was amended to October 16, 2025.

b. Section 4 of the Northstrive Secondment Agreement was amended and supplemented to state that the seconded employees of Northstrive (“Northstrive Seconded Employees”) are classified as exempt under applicable law and will be paid on a salary basis, while non-exempt Northstrive Seconded Employees will be paid hourly, with overtime in accordance with law. Amendment No. 1 to the Northstrive Secondment Agreement also added terms to Section 4 providing for: Northstrive Seconded Employees’ eligibility to participate in the Company’s group health plans on the same terms as similarly situated employees; and Northstrive’s proposal of milestone-driven bonuses or incentive payments for Northstrive Seconded Employees, subject to the Company’s prior written approval.

c. Terms were added to Section 5 providing for: (i) the Company’s reimbursement to Northstrive for all costs and expenses associated with any Northstrive Seconded Employee’s use of a company car in the course of providing services to the Company: (ii) the Company’s reimbursement to Northstrive for reasonable costs and expenses incurred in providing office space for Northstrive Seconded Employees during the secondment period, including rent, utilities, and related overhead, to the extent such office space is used for the performance of services for the Company; (iii) the Company’s provision of a mobile phone and/or reimbursement for certain costs associated with the phone if in performing the secondment, a mobile phone and/or associated service plan is reasonably required; and (iv) the Company’s reimbursement to Northstrive for fees actually incurred in connection with the hiring and onboarding of Northstrive Seconded Employees.

d. Amendment No. 1 to the Northstrive Secondment Agreement replaced Exhibit A of the Northstrive Secondment Agreement with a new Exhibit A setting forth (i) approved Northstrive Seconded Employees; and (ii) the Company’s payment of a fee equal to 30% of aggregate employment costs for all of the Northstrive Seconded Employees. Any additions of employees beyond those set forth in Exhibit A requires prior review and approval by the Company’s Board.

Except as expressly amended by Amendment No. 1 to the Northstrive Secondment Agreement, all other terms and conditions of the Northstrive Secondment Agreement remain unchanged and in full force and effect. The foregoing summary of Amendment No. 1 to the Northstrive Secondment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.51 to the Company’s Form S-1 filed with the SEC on November 26, 2025 and incorporated herein by reference.

Amendment No. 4 to the Consulting and Services Agreement for Non-Employee Chief Executive Officer with GB Capital Ltd

On October 16, 2025, the Company entered into Amendment No. 4 to the Consulting and Services Agreement for Non-Employee Chief Executive Officer (“Amendment No. 4 to the GB Capital Consulting Agreement”) with GB Capital.

Amendment No. 4 to the Consulting and Services Agreement for Non-Employee Chief Executive Officer between the Company and GB Capital (the “GB Capital Consulting Agreement”) modified the terms of the GB Capital Consulting Agreement as follows:

a. Add terms to Section 3 to provide for a monthly housing reimbursement of $8,000 to GB Capital solely for the purpose of facilitating its performance of services in Newport Beach, California.

b. Amend and restate Section 5’s provisions regarding GB Capital’s independent contractor relationship with the Company;

c. Amend and restate Section 6’s provisions regarding GB Capital’s determination of the method, detail, and means of performing its services, subject to the results required by the Company set forth in the GB Capital Consulting Agreement and applicable Statements of Work, if any;

d. Amend and restate subsection 6(b)’s provisions regarding GB Capital’s ineligibility for the Company’s employee benefits;

e. Amend and restate subsection 6(c)’s provisions regarding GB Capital’s tax responsibilities for compensation paid under the GB Capital Consulting Agreement;

f. Add subsection 6(d) to provide for GB Capital’s express authorization to enter into contracts and make commitments on behalf of the Company, subject to any limitations or approval requirements established by the Board or as otherwise provided in writing by the Company;

g. Add subsection 6(e) to provide for GB Capital’s non-exclusive engagement as consultant under the GB Capital Consulting Agreement and permit GB Capital’s to provide services to other clients and other clients and to engage in other business activities; and

h. Add subsection 6(f) to state that the GB Capital Consulting Agreement does not create an employment, agency, partnership, fiduciary, or joint venture relationship between the Parties.

Additionally, Amendment No. 4 to the GB Capital Consulting Agreement replaces all references to “severance payment”, “Severance Payment”, and “Severance Event”) in the GB Capital Consulting Agreement with “termination payment,” “Termination Payment,” and “Termination Event,” respectively, on a nomenclature basis without changing the parties’ substantive rights or obligations.

Except as expressly amended in Amendment No. 4 to the GB Capital Consulting Agreement, the GB Capital Consulting Agreement remains in full force and effect. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 4 to the GB Capital Consulting Agreement, a copy of which is filed as Exhibit 10.52 to the Company’s Form S-1 filed with the SEC on November 26, 2025 and incorporated herein by reference.

Amendment No. 4 to the Consulting and Services Agreement for Non-Employee, Non-Executive Chairman between the Company and Northstrive Companies Inc.

On October 16, 2025, the Company entered into Amendment No. 4 to the Consulting and Services Agreement for Non-Employee, Non-Executive Chairman (“Amendment No. 4 to the Northstrive Consulting Agreement”) with Northstrive.

Amendment No. 4 to the Northstrive Consulting Agreement modified the terms of the Consulting and Services Agreement for Non-Employee, Non-Executive Chairman between the Company and Northstrive dated October 25, 2024 as follows:

a. Amend subsection 1(a) to state that NorthStrive’s the “Non-Executive Chairman” title is for consulting purposes only and does not confer officer, employee, or director status on Northstrive.

b. Replace all references to “Severance Payment” and “Severance Event” in Section 4 to “Termination Payment” and “Termination Event.”

c. Amend Section 4 to: (i) additionally provide that Northstrive is entitled to payment for all services performed and approved expenses incurred up to the effective date of termination of the Northstrive Consulting Agreement, (ii) remove any references in Section 4 to the requirement that Northstrive execute a separation agreement and release of claims as a condition to payment, and (iii) remove any language stating the Northstrive’s unvested options will not accelerate on termination not for Cause.

d. Amend Section 6 to state that Northstrive shall determine the method, details, and means of performing its services, subject only to the results required by the Company.

e. Amend and restate subsection 6(a) to provide that Northstrive is expressly authorized to enter into contracts and make commitments on behalf of the Company, subject to any limitations or approval requirements established by the Board or as otherwise provided in writing by the Company.

f. Amend and restate subsection 6(b)’s provisions regarding Northstrive’s ineligibility for the Company’s employee benefits;

g. Amend and restate subsection 6(c)’s provisions regarding Northstrive’s tax responsibilities for compensation paid under the Northstrive Consulting Agreement;

h. Amend Section 7 to state that Northstrive retains the right to provide services to others, subject to applicable noncompete/conflict provisions in the Northstrive Consulting Agreement; and

i. Add a new subsection 10(a) to emphasize that Northsrive does not have an employment relationship, partnership, joint venture, fiduciary, or agency relationship with the Company under the Northstrive Consulting Agreement.

Capitalized terms used in the description of Amendment No. 4 to the Northstrive Consulting Agreement in this prospectus supplement have the meanings set forth therein.

Except as expressly amended in Amendment No. 4 to the Northstrive Consulting Agreement, the Northstrive Consulting Agreement remains in full force and effect. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 4 to the Northstrive Consulting Agreement, a copy of which is filed as Exhibit 10.53 to the Company’s Form S-1 filed with the SEC on November 26, 2025 and incorporated herein by reference.

●

On September 23, 2025, the Company entered into a Securities Purchase Agreement with Streeterville. The Purchase Agreement provides for an equity line of credit under which the Company agreed to issue and sell to Streeterville, upon the terms and conditions set forth in the Purchase Agreement: (i) one or more Pre-Paid Purchases and all shares of Common Stock issuable under the Pre-Paid Purchases, the “Pre-Paid Shares”) in the aggregate purchase amount of up to $20,000,000 (such amount, the “Commitment Amount”), which includes the Initial Pre-Paid Purchase, for the purchase of shares of Common Stock, upon the terms and subject to the limitations and conditions set forth in such Pre-Paid Purchase (as further described below); (ii) the Initial Pre-Paid Purchase in the original principal amount of $5,000,000, delivered by the Company to Streeterville on September 26, 2025, the date of the Initial Closing (“Initial Closing Date”); (iii) 56,700 Commitment Shares, such Commitment Shares to be delivered by the Company to Streeterville on the Closing Date; (iv) 10,300 Pre-Delivery Shares (the Pre-Delivery Shares, together with the Commitment Shares, all Pre-Paid Purchases, and the Pre-Paid Shares, the “Securities”), such Pre-Delivery Shares issued and delivered by the Company to Streeterville on the Initial Closing Date. In connection with the Purchase Agreement, the Company also entered into the Security Agreement (as defined and described below) and the Pledge Agreement (as defined and described below). Additionally, in connection with the Purchase Agreement, certain of the Company’s wholly owned subsidiaries, AGA Precision Systems LLC, a California limited liability company (“AGA”), and Pacific Sun Packaging Inc., a California corporation (“Pacific Sun”), each entered into a Guaranty (each, a “Guaranty”) for the benefit of Streeterville, as further described below.

Initial Pre-Paid Purchase

The Initial Pre-Paid Purchase carries an original issue discount of $425,000.00 (“OID”). The Company agreed to pay $30,000 to Streeterville to cover Streeterville’s legal fees, accounting costs, due diligence, and other transaction costs incurred in connection with the transactions contemplated by the Purchase Agreement (the “Transaction Expense Amount”). The initial purchase price payable to the Company on the Closing Date was $4,545,000, computed as follows: $5,000,000.00 initial principal balance, less the OID, less the Transaction Expense Amount. In addition, Streeterville also agreed to pay $6.70 to Company for the Pre-Delivery Shares. The maturity date of the Initial Pre-Paid Purchase is September 26, 2028. The Company obtained net proceeds of $3,990,000 after the deduction of the cash fee payable to the placement agent and legal fees and other expenses.

Subject to the terms and conditions of the Initial Pre-Paid Purchase, at any time following September 26, 2025, Streeterville may, by providing written notice to Company, require Company to issue and sell Purchase Shares to Streeterville, such Purchase Shares at the price equal to 88.00% multiplied by the lowest VWAP during the ten (10) Trading Day period preceding the applicable measurement date (such price, the “Purchase Share Purchase Price”). The Purchase Amount shall not exceed the Outstanding Balance. In addition, if the Purchase Share Purchase Price is below $1.058, Streeterville may elect to have the portion of the applicable Purchase Amount that is less than $1.058 be paid in cash rather than Purchase Shares. The Company may not effect any issuance of Purchase Shares pursuant to the Pre-Paid Purchase to the extent that after giving effect to such issuance, the issuance would cause Streeterville (together with its affiliates) to beneficially own a number of shares of Common Stock exceeding 9.99% of the number of shares of Common Stock outstanding on such date (the “Maximum Percentage”). The Maximum Percentage is enforceable, unconditional, and non-waivable and shall apply to all affiliates and assigns of Streeterville.

At any time following September 26, 2025, Streeterville will also have the right to require Company to issue and sell Purchase Shares to Streeterville at the Pre-Delivery Purchase Price of $0.0001 (as adjusted for any share splits, share dividends, share combinations, recapitalizations or other similar transactions occurring after September 26, 2025) by delivering a Purchase Notice to Company indicating the portion of the Outstanding Balance Streeterville is electing to use for the purchase of such Purchase Shares. Notwithstanding the foregoing, in no event will the total amount of the Outstanding Balance used for the purchase of these shares, constituting pre-delivery shares (“Initial Pre-Delivery Shares”), exceed, in the aggregate, the Pre-Delivery Purchase Cap. Issuances of Initial Pre-Delivery Shares will be subject to the Maximum Percentage.

At such time as the Pre-Paid Purchase Outstanding Balance is zero and the Commitment Period has ended, Company may repurchase the Pre-Delivery Shares upon a written request delivered to Streeterville within thirty (30) Trading Days of the later of both such events, and within thirty (30) Trading Days of such written request from Company, Streeterville shall deliver to Company a number of shares of Common Stock equal to the number of Pre-Delivery Shares (as adjusted for any share splits, share dividends, share combinations, recapitalizations or other similar transactions) delivered to Streeterville under the Purchase Agreement, and Company will pay Streeterville $0.0001 for each such Pre-Delivery Share (as adjusted for any share splits, share dividends, share combinations, recapitalizations or other similar transactions) prior to Streeterville’s delivery of such shares.

		After September 26, 2025, Streeterville has the right to require Company to issue and sell Purchase Shares to Streeterville at the price of $0.0001 (as adjusted for any share splits, share dividends, share combinations, recapitalizations or other similar transactions occurring after September 26, 2025) by delivering a Purchase Notice to Company indicating the portion of the outstanding balance on the Initial Pre-Paid Purchase Streeterville is electing to use for the purchase of such Purchase Shares (the “Initial Pre-Delivery Shares”). Streeterville shall have the right to purchase additional Initial Pre-Delivery Shares from Company from time-to-time at the same $0.0001 per share purchase price so long as such issuance would not cause Streeterville’s ownership of Common Stock to exceed 9.99% of the number of Common Stock outstanding on such date (“Maximum Percentage”). The Maximum Percentage is enforceable, unconditional, and non-waivable and shall apply to all affiliates and assigns of Streeterville. Notwithstanding the foregoing, in no event will the total amount of the Outstanding Balance used for the purchase of Pre-Delivery Shares exceed, in the aggregate, $25,000.

		Upon ten (10) Trading Days’ prior written notice, the Company may prepay all or any portion of the Outstanding Balance other than the Pre-Delivery Purchase Cap of $25,000, subject to certain conditions set forth in the Initial Pre-Paid Purchase. If the Company exercises its right to prepay the Initial Pre-Paid Purchase, the Company shall make payment to Streeterville of an amount in cash equal to 120% multiplied by the portion of the outstanding balance of the Initial Prepaid Purchase the Company elects to prepay.

		Upon an Event of Default (as defined below), Streeterville may accelerate the Initial Pre-Paid Purchase by written notice to Company, with the outstanding balance on the Initial Pre-Paid Purchase becoming immediately due and payable in cash. Notwithstanding the foregoing, upon the occurrence of any Event of Default described in clauses (b) – (f) of the definition of Event of Default set forth below, an Event of Default will be deemed to have occurred and the outstanding balance as of the date of the occurrence of such Event of Default will become immediately and automatically due and payable in cash. At any time following the occurrence of any Event of Default, upon written notice given by Streeterville to Company, the outstanding balance will automatically increase by fifteen percent (15.00%) and interest shall accrue on the outstanding balance beginning on the date the applicable Event of Default occurred at an interest rate equal to the lesser of eighteen percent (18.00%) per annum or the maximum rate permitted under applicable law.

		“Event of Default” means any of the following events: (a) the Company fails to pay any principal, interest, fees, charges, or any other amount when due and payable under the applicable Pre-Paid Purchase; (b) a receiver, trustee or other similar official shall be appointed over Company or a material part of its assets and such appointment shall remain uncontested for twenty (20) days or shall not be dismissed or discharged within sixty (60) days; (c) the Company becomes insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; (d) the Company makes a general assignment for the benefit of creditors; (e) the Company files a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); (f) an involuntary bankruptcy proceeding is commenced or filed against the Company; (g) the Company fails to observe or perform any covenant set forth in Section 4 or Section 5 of the Purchase Agreement; (h) the occurrence of a Fundamental Transaction (as defined in the Initial Pre-Paid Purchase) without Streeterville’s prior written consent; provided that, notwithstanding anything to the contrary to the other Transaction Documents, any transaction involving the acquisition, merger, or otherwise of any business by the Company or any of its subsidiaries shall not be deemed a Fundamental Transaction, unless such transaction results in a Change of Control (as defined in the Initial Pre-Paid Purchase); (i) Company fails to timely establish and maintain the Share (j) Company fails to deliver any Purchase Shares (including Pre-Delivery Shares) in accordance with the terms provided in the Pre-Paid Purchase, that there shall be no breach in the event such failure is solely attributable to the Company’s transfer agent, so long as (1) the failure is cured and the required delivery is completed within ten (10) Trading Days after the applicable deadline, and (2) the total number of such transfer agent-related failures does not exceed three (3) in the aggregate during the term of the Transaction Documents; (k) any money judgment, writ or similar process is entered or filed against the Company or any subsidiary of the Company or any of its property or other assets for more than $1,000,000.00, and shall remain unvacated, unbonded or unstayed for a period of twenty (20) calendar days unless otherwise consented to by Streeterville; (l) the Company fails to be DWAC Eligible; (m) the Company or any subsidiary of Company, breaches any covenant or other term or condition contained in any Other Agreement (as defined in the Initial Pre-Paid Purchase) in any material respect; (n) the Company defaults or otherwise fails to observe or perform any covenant, obligation, condition or agreement of the Company contained in the Pre-Paid Purchase or in any other Transaction Document in any material respect, other than those specifically set forth in Section 4.1 of the Initial Pre-Paid Purchase or Section 4 or Section 5 of the Purchase Agreement; (o) any representation, warranty or other statement made or furnished by or on behalf of Company to Streeterville in the Initial Pre-Paid Purchase or in any Transaction Document in connection with the issuance of the Initial Pre-Paid Purchase is false, incorrect or incomplete, or, in light of the circumstances under which such representation, warranty, or other statement (as applicable) was made, misleading in any material respect when made or furnished; (p) at any time during the period beginning on the effective date of the Registration Statement and ending on the six (6) month anniversary of the Purchase Price Date, the Registration Statement is suspended, halted, declared ineffective or otherwise unavailable for the Purchase Shares to be sold for a period of more than thirty (30) days; and (q) the Company or any subsidiary of the Company, breaches any material covenant or other material term or condition contained in any Other Agreements.

		Request of Additional Pre-Paid Purchases

		Pursuant to the Purchase Agreement, the Company may, at its sole and absolute discretion, at any time and from time to time during the Commitment Period, subject to the satisfaction of closing conditions, request a Pre-Paid Purchase in an amount no more than the Maximum Purchase Amount and no less than $250,000 from Streeterville by providing a written notice of such request to Streeterville (each, a “Request”). The closing of each Pre-Paid Purchase will take place on or before the third (3rd) Trading Day following the date of such Request (the date of the closing of each Pre-Paid Purchase, the “Pre-Paid Purchase Date”). Subject to the satisfaction of the conditions set forth in the Purchase Agreement as of such Pre-Paid Purchase Date, Streeterville shall pay to Company the amount set forth in such Request (which amount shall serve as the purchase price of such Pre-Paid Purchase) in immediately available funds to an account designated by Company in writing on each Pre-Paid Purchase Date (except in respect of the Initial Pre-Paid Purchase, which shall be paid on the Closing Date) immediately following delivery of the applicable fully executed Pre-Paid Purchase in a form substantially similar to the Initial Pre-Paid Purchase, except as noted in the Purchase Agreement. Each Pre-Paid Purchase will be considered a separate instrument with a separate outstanding balance and holding period. The original issue discount (“OID”) for each subsequent Pre-Paid Purchase after the Initial Pre-Paid Purchase will be eight and one-half percent (8.5%) of the amount set forth in the applicable Request, and each subsequent Pre-Paid Purchase will accrue interest at the rate of eight and one-half percent (8.5%) per annum. The floor price per share of Common Stock of each subsequent Pre-Paid Purchase will be twenty percent (20%) of the Nasdaq Minimum Price on the Pre-Paid Purchase Date, subject to another floor price for purposes of compliance with the Listing Rules of Nasdaq. Other than the principal balance and certain other terms, the terms of any additional Pre-Paid Purchase will be substantially similar to the terms of the Initial Pre-Paid Advance.

		Participation Right

		The Company granted to Streeterville a participation right in which Streeterville has the right to participate, at Streeterville’s discretion and during the Commitment Period, in up to twenty-five percent (25%) of the amount sold in any debt or equity financing (the “Participation Right”). Within two (2) Trading Days prior to the consummation of a financing (provided, however, that with respect to any public offering of the Company’s securities, the aforementioned time frame shall instead be upon the commencement of offers to the public), the Company will provide Streeterville with written notice of the consummation of such financing, along with copies of the transaction documents. Streeterville will then have up to five (5) Trading Days to elect to purchase up to twenty-five percent (25%) of the amount of debt or equity securities issued in such transaction on the most favorable terms and conditions offered to any other purchaser of the same securities. The Company and Streeterville agreed that if the Company breaches its obligations with respect to the Participation Right, Streeterville’s sole and exclusive remedy is to receive liquidated damages.

		Weekly Sales Cap

		Streeterville agreed that, so long as no Event of Default has occurred under any Pre-Paid Purchase, it will not sell, during any calendar week, shares of Common Stock in an amount exceeding fifteen percent (15%) of the total weekly dollar trading volume of the Common Stock on all trading markets for such week.

		Covenants; Indemnification; Representations and Warranties

		The Company agreed that it shall not enter into any agreement or otherwise agree to any covenant, condition, or obligation that locks up, restricts in any way or otherwise prohibits Company: (i) from entering into a Variable Rate Transaction with Streeterville or any affiliate of Streeterville, or (ii) from issuing Common Stock, preferred stock, warrants, convertible notes, Pre-Paid Purchases, other debt securities, or any other Company securities to Streeterville or any affiliate of Streeterville, in each case without first obtaining the prior written consent of Streeterville, which may be granted or withheld in Streeterville’s sole and absolute discretion.

		In addition, the Company agreed to file a registration statement on Form S-1 (the “Initial Registration Statement”) registering at least 5,000,000 shares of Common Stock for their resale. The Company agreed to use its reasonable best efforts to cause the Initial Registration Statement to be deemed effective by the U.S. Securities and Exchange Commission (“SEC”) as soon as possible after the Initial Registration Statement’s filing.

		The Company agreed to reserve 8,000,000 shares of Common Stock from its authorized and unissued Common Stock to provide for all issuances of Common Stock under the Purchase Agreement and all Pre-Paid Purchases (the “Share Reserve”). The Company also further agreed to add additional Common Stock to the Share Reserve in increments of 100,000 shares of Common Stock as and when requested by Streeterville if as of the date of any such request the number of shares being held in the Share Reserve is less than three (3) times the number of Common Stock equal to the Pre-Paid Purchase Outstanding Balance divided by the Purchase Share Purchase Price.

		The Company and Streeterville agreed to other customary covenants, closing conditions, indemnification provisions and made customary representations and warranties.

		Termination

		The Company has the right to terminate the Purchase Agreement upon ten (10) days’ prior written notice to Streeterville so long as no Pre-Paid Purchases are outstanding.

		Guaranties, Security Agreement and Pledge Agreement

		AGA and Pacific Sun each entered into a Guaranty for the benefit of Streeterville (each of AGA and Pacific Sun, in its capacity as a guaranty under the applicable Guaranty, a “Guarantor”). Pursuant to each Guaranty, the Guarantor agreed to absolutely and unconditionally guaranty the prompt payment in full of the Obligations.

		Pursuant to the Security Agreement and the Pledge Agreement, the Company’s obligations under the Pre-Paid Purchases and the other Transaction Documents are secured by: (i) the Collateral, which includes the assets of AGA and Pacific Sun; and (ii) the equity interests in AGA and Pacific Sun. Streeterville has a first-position security interest in all right, title, interest, claims, and demands of the Company in and to the Collateral, which Security Interest is subordinate only to permitted liens.

		The Company agreed not to grant or create any security interest, claim, transfer restriction, lien, pledge or other encumbrance with respect to the Collateral or attempt to or actually sell, transfer or otherwise dispose of the Collateral, until the Secured Obligations have been paid and performed in full.

		Placement Agency Agreement

		Concurrent with the Company’s entry into the Purchase Agreement, the Company entered into a Placement Agency Agreement with Univest Securities, LLC (“Univest”) on September 23, 2025. The Company is not required by Nasdaq’s rules to obtain shareholder approval to issue the Commitment Shares and/or the Pre-Delivery Shares. (the “Placement Agreement”).

		Under the Placement Agreement, Univest served as the Company’s exclusive placement agent in connection with the offering and sale by the Company of the Securities (as defined in the Placement Agreement) under the terms of the Transaction Documents. As consideration for Univest’s services, the Company shall pay to Univest: (i) a cash fee equal to eight percent (8%) of the aggregate gross proceeds received by the Company from the sale of the Securities at each applicable closing; and (ii) reimbursement of Univest’s legal fees and other out-of-pocket fees, costs and expenses in an amount of up to $30,000. The term of Univest’s exclusive engagement began on September 23, 2025 and continues until the earlier of (i) the applicable closing date and (ii) the date Univest or the Company terminates the engagement according to the terms of the Placement Agreement. Such engagement may be terminated at any time by either the Company or Univest upon sixty (60) days written notice to the other party, effective upon receipt of written notice to that effect by the other party.

		The Closing of the Initial Pre-Paid Purchase took place on September 26, 2025. The Company received net proceeds of $3,990,000 and plans to use such proceeds for general corporate purposes, including working capital, and to fund potential acquisitions of the stock or assets of other companies. Univest was paid $400,000 as cash compensation and $30,000 for its expenses.
		The Purchase Agreement, the Initial Pre-Paid Purchase, the Guaranty, the Security Agreement, the Pledge Agreement, and the Placement Agreement are filed herein as Exhibits 10.42, 10.43, 10.44, 10.45, 10.46, and 10.47, respectively, to the Company’s Form S-1 filed with the SEC on November 26, 2025 and incorporated herein by reference.

	●	Effective as of September 15, 2025, the Company adopted the 2025 Equity Incentive Plan (the “2025 Plan”), a copy of which is filed as Exhibit 10.1 to the Company’s Form S-1 filed with the SEC on November 26, 2025 and incorporated herein by reference. The 2025 Plan superseded the Company’s Amended 2020 Equity Incentive Plan (“2020 Plan”), as amended, and any shares of Common Stock underlying awards already made under the 2020 Plan will be issued from the 2025 Plan. As of September 15, 2025, (i) outstanding awards made under the 2020 Plan will remain outstanding, and such awards will remain subject to their original award terms; and (ii) shares subject to any outstanding awards made under the 2020 Plan will be administered from the share reserve of the 2025 Plan. For more information regarding the 2025 Plan, see “Executive Compensation – Equity Incentive Awards” below.

	●	On September 15, 2025, the Company filed a Certificate of Amendment to the Company’s Articles of Incorporation, as amended (the “Second Certificate of Amendment”), to increase its authorized shares of Common Stock from 81,632,654 to 2,000,000,000 (two billion). As a result of the filing of the Second Certificate of Amendment, the Company’s authorized shares of capital stock consisted of 2,500,000,000 (two billion five hundred million) shares of stock, of which 2,000,000,000 are Common Stock and 500,000,000 are preferred stock (“Preferred Stock”). A copy of the Second Certificate of Amendment is filed herein as Exhibit 3.8 to the Company’s Form S-1 filed with the SEC on November 26, 2025 and incorporated herein by reference.

●

On August 28, 2025, the Company filed a Certificate of Amendment to the Company’s Articles of Incorporation, as amended (the “First Certificate of Amendment”), to effect a 3.5-for-1 reverse stock split (the “Split”) of the shares of the Company’s authorized, issued, and outstanding shares of Common Stock, such Split to be effective on September 2, 2025 at 9:30 a.m. Eastern Standard Time (the “Effective Time”).

The Certificate of Amendment provided that at the Effective Time, every 3.5 shares of the Company’s issued and outstanding Common Stock would be automatically combined, without any action on the part of the holder thereof, into one share of Common Stock. The Certificate of Amendment also provided that the Company’s authorized shares of Common Stock would be 81,632,654 and the authorized shares of capital stock would be 581,632,654 (81,632,654 shares of Common Stock and 500,000,000 shares of preferred stock par value $0.0001 per share (“Preferred Stock”)). Prior to the Effective Time, the Company was authorized to issue 285,714,286 shares of Common Stock and 500,000,000 shares of Preferred Stock.

The Common Stock began trading on a Split-adjusted basis on The Nasdaq Capital Market when the market opened on September 2, 2025. The trading symbol for the Common Stock remained “ELAB” after the Split. The Common Stock was assigned a new CUSIP number (73017P300) following the Split.

A copy of the First Certificate of Amendment is filed as Exhibit 3.7 to the Company’s Form S-1 filed with the SEC on November 26, 2025 and incorporated herein by reference.

●

On August 22, 2025, the Company entered into a warrant inducement agreement (the “Warrant Inducement Agreement”) with certain warrant holders (the “Warrant Holders”), which Warrant Inducement Agreement references the Company’s common stock purchase warrants, which existing warrants were previously issued to the Warrant Holders under the terms of that certain Warrant Inducement Agreement dated January 27, 2025 between the Company and the Warrant Holders.

Pursuant to the Warrant Inducement Agreement, the holders of the Existing Warrants agreed to reduce the exercise price of their Existing Warrants from $3.22 to $2.015 per share (such dollar amounts, on a pre-adjusted basis and $45.08 to $28.21 on an as-adjusted basis) and to exercise such Existing Warrants at the reduced exercise price. Additionally, the Company agreed to issue unregistered warrants with an exercise price of $1.89 per share (such amount on a pre-adjusted basis and $26.46 on an as-adjusted basis) and subject to adjustment pursuant to the terms of the warrant agreement for such Warrants (the “Warrant Agreement”), to purchase 827,900 shares of Common Stock (on a pre-adjusted basis and 59,136 shares on an as-adjusted basis), in the aggregate.

On August 25, 2025, the Company consummated the transactions contemplated under the terms of the Warrant Inducement Agreement (“Warrant Inducement Transactions”).

Pursuant to the Warrant Inducement Transactions, the Company received gross proceeds of $1,668,218.50, prior to the deduction of expenses. Univest Securities, LLC (“Univest”), the exclusive warrant inducement agent and financial advisor to the Company for the Warrant Inducement Transactions, was paid $146,775.30 as compensation (7% of the aggregate proceeds from the Warrant Inducement Transactions) and for certain fees and expenses incurred in connection with the Warrant Inducement Transactions.

Terms of the Warrants

The Warrants have an exercise price of $1.89 per share (such amount on a pre-adjusted basis and $26.46 on an as-adjusted basis) and will be exercisable at any time on or after the Shareholder Approval Date (as defined below) (such date, the “Initial Exercise Date”) and on or prior to 5:00pm (New York, New York time) on the five year anniversary of the Initial Exercise Date, provided that if such date is not a Trading Day (as defined below), the immediately following Trading Day (such date, the “Termination Date”) but not thereafter. Capitalized terms used herein but not otherwise defined have the meanings set forth in the Warrant Agreement.

“Shareholder Approval” means such approval as may be required by the applicable rules and regulations of The Nasdaq Stock Market LLC (or any successor entity) from the shareholders of the Company with respect to issuance of all of the Warrant Shares, including, without limitation, to give full effect to the adjustment to the Exercise Price and/or number of Warrant Shares following any Dilutive Issuance.

“Shareholder Approval Date” means the first (1st) Trading Day following the Company’s notice to the warrant holder of Shareholder Approval, which notice shall be provided within two (2) Trading Days of the effectiveness of the Shareholder Approval in accordance with SEC rules and regulations and applicable law and provisions of the Company’s Certificate of Incorporation and Bylaws. Notwithstanding anything to the contrary, such notice shall be deemed to be given by a public filing with the SEC disclosing the effectiveness of the Shareholder Approval.

“Trading Day” means a day on which the Trading Market (as defined below) is open for trading.

“Trading Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: The Nasdaq Capital Market, The Nasdaq Global Market, The Nasdaq Global Select Market, the New York Stock Exchange, or the NYSE American, (or any successors to any of the foregoing).

“Warrant Shares” means the shares of Common Stock issuable upon exercise of the Warrants.

If at the time of exercise there is no effective registration statement registering the shares underlying the Warrants, or the prospectus contained therein is not available for the issuance of the Warrants to the Holder, then the Warrants may also be exercised, in whole or in part, at such time by means of a “cashless exercise.”

The exercise price and the number of shares of Common Stock issuable upon exercise of each Warrant are subject to certain adjustments in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Common Stock. In the event of a Fundamental Transaction (as defined in the Warrant Agreement), upon any exercise of the Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 2(e) on the exercise of the Warrant), the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which the Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of the Warrant). For purposes of any such exercise, the determination of the exercise price of the Warrant will be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the exercise price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder will be given the same choice as to the Alternate Consideration it receives upon any exercise of the Warrant following such Fundamental Transaction. Notwithstanding anything to the contrary, in the event of a Fundamental Transaction, the Company or any Successor Entity shall, at the Holder’s option, exercisable at any time concurrently with, or within 30 days after, the consummation of the Fundamental Transaction (or, if later, the date of the public announcement of the applicable Fundamental Transaction), purchase the Warrant from the Holder by paying to the Holder an amount of cash equal to the Black Scholes Value of the remaining unexercised portion of the Warrant on the date of the consummation of such Fundamental Transaction; provided, however, that, if the Fundamental Transaction is not within the Company’s control, including not approved by the Company’s Board of Directors, the Holder shall only be entitled to receive from the Company or any Successor Entity the same type or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised portion of the Warrant, that is being offered and paid to the holders of Common Stock of the Company in connection with the Fundamental Transaction, whether that consideration be in the form of cash, stock or any combination thereof, or whether the holders of Common Stock are given the choice to receive from among alternative forms of consideration in connection with the Fundamental Transaction; provided, further, that if holders of Common Stock of the Company are not offered or paid any consideration in such Fundamental Transaction, such holders of Common Stock will be deemed to have received shares of common stock of the Successor Entity (which Successor Entity may be the Company following such Fundamental Transaction) in such Fundamental Transaction.

The Warrants are redeemable by the Company in certain circumstances as provided therein.

The “Beneficial Ownership Limitation” shall be 9.99% (or, upon election by a holder, 4.99%) of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of the Warrant.

The Warrant Agreement does not entitle the holder to any voting rights, dividends or other rights as a stockholder of the Company prior to the exercise of the Warrant as set forth in Section 2(d)(i) of the Warrant Agreement, except as expressly set forth in Section 3 therein.

The Warrants described herein have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be sold in the United States absent registration or an applicable exemption from the registration requirements.

In addition, pursuant to the Warrant Inducement Agreement, the Company agreed to file a registration statement with the SEC registering the sale of shares underlying the Warrants under the Securities Act within 30 days, and to cause such registration statement to be declared effective within 120 days. The Company also agreed to certain other covenants, including with respect to holding a special meeting of its shareholders for approval of issuances of shares of Common Stock under the Warrants, refraining from engaging in any Variable Rate Transaction (as defined therein) for 20 days, refraining from filing a registration statement for 20 days, and the payment of liquidated damages in connection with any failure to adhere to certain covenants therein and in the Warrant Agreements, subject to certain exceptions, as more particularly set forth in the Warrant Inducement Agreement.

The foregoing descriptions of each of the Warrant Inducement Agreement and the New Warrant Agreement do not purport to be complete and are each qualified in their entirety by reference to the full text of the forms of the Warrant Inducement Agreement and the Warrant, copies of which are filed as Exhibits 10.38 and 10.41, respectively, to the Company’s Form S-1 filed with the SEC on November 26, 2025 and incorporated herein by reference.

Univest acted as the exclusive warrant inducement agent and financial advisor to the Company for the transactions contemplated by the Warrant Inducement Agreements. The Company paid Univest an aggregate cash fee equal to 7.0% of the gross proceeds received by the Company from the exercise of the Existing Warrants, and reimbursed Univest for certain fees and expenses incurred in connection therewith.

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Amendment No. 3 to Second Amended and Restated Consulting Agreement for Non-Executive Chairman

On August 12, 2025, the Company and Northstrive Companies Inc., a California corporation (such corporation, “Northstrive”) wholly owned by the Company’s Chairman, Braeden Lichti, entered into Amendment No. 3 (such amendment, “Amendment No. 3 to Second Amended Northstrive Consulting Agreement”) to the Second Amended and Restated Consulting Agreement for Non-Executive Chairman between the Company and Northstrive (“Second Amended Northstrive Consulting Agreement”).

Amendment No. 3 to Second Amended Northstrive Consulting Agreement provided for the Company’s grant of a fully vested award in the form of either: (i) restricted stock units (“RSUs”), (ii) restricted stock, or (iii) cash (each, “Acquisition Award”) to Northstrive on the consummation of any acquisition of (i) an entity, (ii) assets, or (iii) capital stock by the Company or any Subsidiary (as defined below). The amount of the Acquisition Award to Northstrive will be calculated based on the total purchase price of the consummated acquisition, regardless of whether or not such purchase price is paid in cash, stock, assumed debt, or other consideration (such purchase price, the “Acquisition Value”), and will be determined as follows:

(i)

Acquisition Value from $0 to $5,000,000 – Northstrive is entitled to an Acquisition Award of 5% of the Acquisition Value;

(ii)

Acquisition Value over $5,000,000 to $10,000,000 – Northstrive is entitled to an Acquisition Award of 6% of the Acquisition Value;

(iii)

Acquisition Value over $10,000,000 to $20,000,000 – Northstrive is entitled to an Acquisition Award of 7% of the Acquisition Value; and

(iv)

Acquisition Value over $20,000,000 - Northstrive is entitled to an Acquisition Award of 8% of the Acquisition Value.

In addition to the determinations of Acquisition Value set forth above, the Compensation Committee of the Board of Directors of the Company (“Compensation Committee”) may, in its sole discretion, determine to award Northstrive an additional 1% of the applicable percentage of the Acquisition Value if: (i) the Board of Directors of the Company (the “Board”) and/or Compensation Committee projects the applicable acquisition to be earnings before interest, tax, depreciation, and amortization (EBITDA) or net income accretive within twelve (12) months of closing or (ii) the Compensation Committee deems the applicable acquisition as an advancement to the Company’s long-term growth objectives, competitive positioning, and/or operational capabilities.

If Northstrive elects to receive its Acquisition Award in the form of RSUs or restricted stock, the number of RSUs (“RSU Award Amount”) or restricted stock granted shall equal (x) the dollar value of the Acquisition Award divided by (y) the trailing five (5) day volume-weighted average price (VWAP) of the Company’s common stock ending on the trading day prior to the acquisition closing date (such RSU Award Amount rounded down to the nearest whole share). The RSUs or restricted stock granted to Northstrive will be fully vested and shall not be subject to any further service or performance conditions.

“Person” means an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, any other entity, or a governmental entity.

“Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, joint venture or other legal entity of which such Person (either above or through or together with any other Subsidiary) owns, directly or indirectly, more than 50% of the stock or other equity interests the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such entity.

Amendment No. 3 to Second Amended Northstrive Consulting Agreement also provided for the name change of the Second Amended Northstrive Consulting Agreement, going forward, to “Consulting and Services Agreement for Non-Employee, Non-Executive Chairman.”

Amendment No. 3 to Second Amended and Restated Consulting Agreement for Non-Employee Chief Executive Officer

On August 12, 2025, the Company and GB Capital Ltd, a British Columbia, Canada corporation (such corporation, “GB Capital”) wholly owned by the Company’s Chief Executive Officer and Chief Financial Officer, Graydon Bensler, entered into Amendment No. 3 (such amendment, “Amendment No. 3 to Second Amended GB Capital Consulting Agreement”) to the Second Amended and Restated Consulting Agreement for Non-Employee Chief Executive Officer between the Company and GB Capital (“Second Amended GB Capital Consulting Agreement”).

Amendment No. 3 to Second Amended GB Capital Consulting Agreement provided for the Company’s grant of an Acquisition Award in the form of either: (i) RSUs, (ii) restricted stock, or (iii) cash to GB Capital on the consummation of any acquisition of (i) an entity, (ii) assets, or (iii) capital stock by the Company or any Subsidiary. The amount of the Acquisition Award to GB Capital will be calculated based on the Acquisition Value, and will be determined as follows:

(i)

Acquisition Value from $0 to $5,000,000 – GB Capital is entitled to an Acquisition Award of 5% of the Acquisition Value;

(ii)

Acquisition Value over $5,000,000 to $10,000,000 – GB Capital is entitled to an Acquisition Award of 6% of the Acquisition Value;

(iii)

Acquisition Value over $10,000,000 to $20,000,000 – GB Capital is entitled to an Acquisition Award of 7% of the Acquisition Value; and

(iv)

Acquisition Value over $20,000,000 – GB Capital is entitled to an Acquisition Award of 8% of the Acquisition Value.

In addition to the determinations of Acquisition Value set forth above, the Compensation Committee may, in its sole discretion, determine to award GB Capital an additional 1% of the applicable percentage of the Acquisition Value if: (i) the Board and/or Compensation Committee projects the applicable acquisition to be earnings before interest, tax, depreciation, and amortization (EBITDA) or net income accretive within twelve (12) months of closing or (ii) the Compensation Committee deems the applicable acquisition as an advancement to the Company’s long-term growth objectives, competitive positioning, and/or operational capabilities.

If GB Capital elects to receive its Acquisition Award in the form of RSUs or restricted stock, the RSU Award Amount or restricted stock granted shall equal (x) the dollar value of the Acquisition Award divided by (y) the trailing five (5) day volume-weighted average price (VWAP) of the Company’s common stock ending on the trading day prior to the acquisition closing date (such RSU Award Amount rounded down to the nearest whole share). The RSUs or restricted stock granted to GB Capital will be fully vested and shall not be subject to any further service or performance conditions.

Acquisition Awards may, at the Board’s discretion and in compliance with applicable law, be issued directly to GB Capital or any other designated entity of GB Capital. All such Acquisition Awards shall be subject to applicable securities laws and the terms of the Company’s then-effective equity incentive plan or other applicable grant policy.

Amendment No. 3 to the Second Amended GB Capital Consulting Agreement also provided for the name change of the Second Amended GB Capital Consulting Agreement, going forward, to “Consulting and Services Agreement for Non-Employee Chief Executive Officer.”

The foregoing summaries of Amendment No. 3 to Second Amended Northstrive Consulting Agreement and Amendment No. 3 to Second Amended GB Capital Consulting Agreement do not purport to be complete and are subject to and are qualified in their entirety by copies of Amendment No. 3 to Second Amended Northstrive Consulting Agreement and Amendment No. 3 to Second Amended GB Capital Consulting Agreement, filed as Exhibits 10.37 and 10.38, respectively, to the Company’s Form S-1 filed with the SEC on November 26, 2025 and incorporated herein by reference.

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On July 25, 2025, the Company entered into a Secondment Agreement (the “GB Capital Secondment Agreement”) with GB Capital Ltd, a British Columbia, Canada corporation (“GB Capital”) wholly owned by the Company’s Non-Employee Chief Executive Officer, Chief Financial Officer, and director, Graydon Bensler, pursuant to which GB Capital agreed to second certain of its employees (the “GB Capital Employees”) on an exclusive basis to the Company from time to time to provide certain services in accordance with the terms of the GB Capital Secondment Agreement. The GB Capital Employees will remain employees of GB Capital during their respective periods of secondment (each, a “GB Capital Employee Secondment Period”) and will not be employees of the Company.

Under the GB Capital Secondment Agreement, GB Capital shall pay each GB Capital Employee’s salary, incentives, health and retirement benefits, and other applicable compensation or benefits that the GB Capital Employee is entitled to as an employee of GB Capital. As consideration for GB Capital making GB Capital Employees available to provide services during the Secondment Period, the Company shall reimburse GB Capital on a monthly basis based on (i) an agreed hourly rate set forth in Exhibit A of the GB Capital Secondment Agreement, multiplied by (ii) actual hours worked by the GB Capital Employee. Except as otherwise set forth in the GB Capital Secondment Agreement, each party to the Agreement shall bear its own costs and expenses in connection with the Agreement. However, if any extraordinary costs or expenses not contemplated by the GB Capital Secondment Agreement arise in connection with the Agreement, including travel and expenses, the Company will reimburse GB Capital for such costs and expenses, provided that (i) the Company provided its written consent prior to GB Capital’s incurrence of such costs and expenses, and (ii) such costs and expenses are documented to the reasonable satisfaction of the Company.

Pursuant to the terms of the GB Capital Secondment Agreement, each GB Capital Employee will provide services to the Company as agreed between the parties up to the number of hours per week specified in Exhibit A. Further, each Employee shall provide services at the Company’s principal place of business or such other place as the parties may agree. The Company has full and exclusive responsibility for each Employee’s actions performed in service to the Company during the GB Capital Employee Secondment Period.

The Company may terminate the services provided by any GB Capital Employee at any time by providing at least fifteen (15) days’ prior written notice of termination to GB Capital, provided that the Company may terminate any GB Capital Employee’s secondment at any time, without advance notice, in the event of the GB Capital Employee’s misconduct, violation of the Company’s policies, or any conduct that the Company reasonably determines may be detrimental to the business or reputation of the Company. Upon the termination of any GB Capital Employee’s employment with GB Capital, any GB Capital Employee’s services to the Company will also terminate, and if such employment with GB Capital is terminated, GB Capital shall provide notice of the same to the Company no later than the close of business on the same day such termination becomes effective. GB Capital may terminate the GB Capital Secondment Agreement by providing at least 90 days’ written notice of termination to the Company. The Company may terminate the GB Capital Secondment Agreement by providing at least 30 days’ written notice of termination to GB Capital. The GB Capital Secondment Agreement may be terminated by either party upon 10 days’ written notice if the other party breaches or is in default of any provision of the GB Capital Secondment Agreement and does not cure such breach or default within such 10 day period, with such notice to be made and delivered to the addresses as provided by the applicable party.

The GB Capital Secondment Agreement contains customary provisions relating to confidentiality, indemnification, and limitations on liability. The foregoing summary of the GB Capital Secondment Agreement does not purport to be complete and is subject to and are qualified in their entirety by a copy of the GB Capital Secondment Agreement, filed as Exhibit 10.36 to the Company’s Form S-1 filed with the SEC on November 26, 2025 and incorporated herein by reference.

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On July 18, 2025, the Company completed the acquisition of 100% of the membership units (“AGA Units”) of AGA Precision Systems LLC (“AGA”), pursuant to a Membership Interest Purchase Agreement dated as of July 18, 2025 (the “AGA Acquisition Agreement”), by and between the Company, AGA, and Jeffrey Uhrig, the sole member of the Target (“Uhrig”).

The AGA Acquisition closed on July 18, 2025. The purchase consideration for the AGA Units consisted of $650,000 in cash paid by the Company to Uhrig at the closing of the AGA Acquisition.

Pursuant to the AGA Acquisition Agreement, the Seller agreed to non-competition and non-solicitation covenants for a period of five years following the closing. Uhrig and affiliates of Uhrig are restricted from engaging in or assisting any business that competes with the business of AGA, subject to certain exceptions. In addition, Uhrig is prohibited from soliciting or hiring the employees of the Company other than pursuant to a general solicitation which is not directed specifically to any employees of the Company. The AGA Acquisition Agreement is filed herein as Exhibit 10.35 to the Company’s Form S-1 filed with the SEC on November 26, 2025 and incorporated herein by reference.

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On July 7, 2025, the Company completed the acquisition of 100% of the issued and outstanding shares (“Pacific Sun Shares”) of Pacific Sun Packaging Inc. (“Pacific Sun”), pursuant to the Pacific Sun Acquisition Agreement dated as of July 7, 2025.

This acquisition was consummated on July 7, 2025. The purchase consideration for the Pacific Sun Shares consisted of: (i) $1,148,000 in cash paid by the Company to the stockholder of Pacific Sun at the closing; and (ii) a contingent earnout payment of up to $250,000, payable to the stockholder of the Pacific Sun if the business achieves $1,145,915 in revenue during Pacific Sun’s 2025 fiscal year without incurring debt to fund operations. The Company intends to continue the operation of the Target from Pacific Sun’s existing leased warehouse under a newly negotiated five-year lease agreement. In addition, one of Pacific Sun’s employees entered into a new five-year employment agreement with the Company, which includes a revenue-based incentive to align with the Company’s long-term performance objectives.

Corporate History and Structure

The Company was originally incorporated in Delaware in June 2020 under the name Reactive Medical Labs Inc. In December 2024, we reincorporated in Nevada through a merger agreement pursuant to the Agreement and Plan of Merger dated as of November 22, 2024, by and between Elevai Labs Inc. and PMGC Holdings Inc. Following the reincorporation, our corporate name changed from Elevai Labs Inc. to PMGC Holdings Inc., and our operations and governance are now subject to Nevada corporate laws.

In June 2021, we entered into a stock transfer agreement with Reactive Medical Inc., a Canadian company, whereby we acquired substantially all of the assets and liabilities of Reactive Medical Inc. Under this agreement, we acquired 100% of the issued and outstanding common shares of Reactive Medical Inc. Before the agreement, BWL Investments Ltd., a British Columbia corporation, owned 100% of the issued and outstanding common shares of Reactive Medical Inc. In consideration for these shares, we issued 100 shares of our common stock to BWL Investments Ltd. Upon completion of the stock transfer agreement, Reactive Medical Inc. became our wholly owned subsidiary. In September 2022, Reactive Medical Inc. changed its name to PMGC Research Inc.

This strategic move to Nevada, along with our historical and ongoing corporate actions, reflects our commitment to enhancing operational flexibility and pursuing opportunities for growth.

As of the date of this prospectus, we are qualified to do business as a foreign corporation in the state of California. Our telephone number is (888) 445-4886. Our website address is www.pmgcholdings.com. Information contained on our website or connected thereto or on any other website referred to herein or connected thereto does not constitute part of, and is not incorporated by reference into, this prospectus or the registration statement of which it forms a part.

Our principal executive offices remain located at 120 Newport Center Dr. 250, New

SEC Form 424B5 filed by PMGC Holdings Inc.