ELAB Pivots to Biotech & Diversified Holdings Amid Going-Concern Doubts

TL;DR

**ELAB is a high-risk bet on biotech and acquisitions, but its 'going-concern' warning means it's teetering on the brink of collapse.**

AI Summary

PMGC Holdings Inc. (ELAB) reported a strategic pivot in 2025, divesting its Elevai Skincare Inc. business on January 16, 2025, to focus on larger markets and biotechnology assets. The company now operates four wholly-owned subsidiaries: Northstrive Biosciences, PMGC Capital LLC, Pacific Sun Packaging, and AGA Precision Systems. Northstrive Biosciences is developing EL-22, an engineered probiotic for muscle preservation during weight loss, which completed a Phase 1 clinical trial in South Korea demonstrating safety. PMGC Capital LLC is a multi-strategy investment firm, while Pacific Sun Packaging provides high-precision packaging for the IT hardware industry, and AGA Precision Systems is a CNC machine shop serving aerospace and defense. The company's financial statements are prepared on a going-concern basis, indicating substantial doubt about its ability to continue operations, and it has a history of net losses and significant operating cash consumption. ELAB's market value of non-affiliate common stock was approximately $100,998,123.54 as of June 30, 2025.

Why It Matters

PMGC Holdings' strategic shift away from skincare to biotechnology and diversified holdings, particularly with Northstrive Biosciences' EL-22 targeting the burgeoning GLP-1 complementary market, could offer significant upside if successful. However, the explicit 'going-concern' doubt in the filing signals severe financial instability, posing an existential threat to investors, employees, and customers across its varied subsidiaries. This precarious financial position, coupled with a reliance on acquisitions for growth, places ELAB in a highly speculative competitive context against established players like Novo Nordisk and Eli Lilly in biotech, and specialized firms in packaging and manufacturing.

Risk Assessment

Risk Level: high — The risk level is high due to explicit statements in the filing, including 'Our financial statements have been prepared on a going-concern basis and our continued operations are in doubt.' Additionally, the company has 'a history of net losses' and 'operating cash consumption significantly exceeds our revenue,' indicating severe financial distress and an uncertain path to sustainability.

Analyst Insight

Investors should approach ELAB with extreme caution, recognizing the significant 'going-concern' risk. While the biotech pivot into the GLP-1 complementary market is intriguing, the company's current financial instability suggests that any investment is highly speculative and could result in a total loss of capital.

Financial Highlights

debt To Equity

N/A

revenue

$N/A

operating Margin

N/A

total Assets

$N/A

total Debt

$N/A

net Income

$N/A

eps

$N/A

gross Margin

N/A

cash Position

$N/A

revenue Growth

N/A

Revenue Breakdown

Key Numbers

• $100,998,123.54 — Aggregate market value of non-affiliate common stock (as of June 30, 2025)
• 1,159,112 — Common stock shares issued and outstanding (as of March 30, 2026)
• 4 — Wholly owned subsidiaries (as of December 31, 2025)
• 2025-01-16 — Date of Elevai Skincare Inc. divestiture (strategic business change)
• 40% — Adults in the United States living with obesity (market size for Northstrive Biosciences' EL-22)
• $100 billion — Predicted market for anti-obesity players (Goldman Sachs prediction by 2030)

Key Players & Entities

• PMGC Holdings Inc. (company) — registrant
• Northstrive Biosciences Inc. (company) — wholly owned subsidiary developing EL-22
• PMGC Capital LLC (company) — wholly owned multi-strategy investment firm
• Pacific Sun Packaging, Inc. (company) — wholly owned specialty packaging provider
• AGA Precision Systems LLC (company) — wholly owned specialized CNC machine shop
• Elevai Skincare Inc. (company) — divested business on January 16, 2025
• Graydon Bensler (person) — Chief Executive Officer and Chief Financial Officer
• Novo Nordisk (company) — competitor in GLP-1 drug market
• Eli Lilly (company) — competitor in GLP-1 drug market
• Nasdaq Stock Market LLC (regulator) — exchange where ELAB Common Stock is registered

FAQ

Risk Factors

• Going Concern Uncertainty [high — financial]: The company's financial statements are prepared on a going-concern basis, indicating substantial doubt about its ability to continue operations. This is due to a history of net losses, significant operating cash consumption exceeding revenue, and the need for continued access to capital markets for funding.
• Need for Additional Capital [high — financial]: The company requires additional capital to fund operations and product development. The ability to obtain this necessary funding is uncertain, posing a significant risk to ongoing operations and growth initiatives.
• Biotechnology Development Risk [high — operational]: Northstrive Biosciences, the biotechnology subsidiary, is in the early stages of product development. There is a risk that products like EL-22 may not be successfully commercialized, impacting future revenue and growth.
• IT Hardware Industry Cyclicality [medium — market]: Pacific Sun Packaging's revenue is dependent on the IT hardware industry, which is subject to cyclical and secular changes. Downturns in this sector could negatively impact the subsidiary's performance.
• Aerospace and Defense Regulatory Compliance [medium — regulatory]: AGA Precision Systems operates in industries with stringent regulatory requirements, including International Traffic in Arms Regulations (ITAR). Non-compliance could lead to penalties and operational disruptions.
• Holding Company Structure Inefficiencies [medium — operational]: The diversified holding company structure may not yield expected operational, strategic, or financial benefits due to limited synergies between subsidiaries. The costs of maintaining this structure could outweigh the benefits.
• Acquisition Strategy Risks [medium — financial]: The company's growth strategy relies on acquisitions, which carry significant risks. Potential business combinations may require substantial management attention, be difficult to integrate, and adversely affect operating results.
• Investment Company Act Risk for PMGC Capital [low — regulatory]: PMGC Capital LLC could be deemed an 'investment company' under the Investment Company Act of 1940. This classification would impose significant regulatory burdens and compliance costs.

Industry Context

PMGC Holdings operates a diversified portfolio across biotechnology, investment, specialized packaging, and precision manufacturing. The biotechnology sector, particularly in obesity and muscle preservation, is rapidly evolving with significant market potential, driven by advancements in pharmaceuticals like GLP-1 agonists. The IT hardware packaging and aerospace/defense machining sectors are mature industries subject to technological shifts and stringent regulatory environments, respectively. PMGC Capital's investment arm navigates broader market dynamics.

Regulatory Implications

AGA Precision Systems faces significant regulatory hurdles due to its work in the aerospace and defense sectors, particularly compliance with International Traffic in Arms Regulations (ITAR). PMGC Capital LLC's operations carry the risk of being classified as an 'investment company' under the Investment Company Act of 1940, which would trigger substantial regulatory compliance burdens. Northstrive Biosciences' early-stage drug development is subject to the rigorous approval processes of health authorities.

What Investors Should Do

1. Monitor Northstrive Biosciences' EL-22 development closely.
2. Assess the company's ability to secure additional funding.
3. Evaluate the synergy and cost-effectiveness of the holding company structure.
4. Scrutinize the performance and risks of PMGC Capital LLC.
5. Consider the impact of industry-specific risks on Pacific Sun Packaging and AGA Precision Systems.

Key Dates

• 2025-01-16: Divestiture of Elevai Skincare Inc. — Marks a strategic pivot to focus on larger markets and biotechnology assets, divesting a non-core business.
• 2025-12-31: Company operates four wholly-owned subsidiaries — Reflects the current business structure post-divestiture, comprising Northstrive Biosciences, PMGC Capital, Pacific Sun Packaging, and AGA Precision Systems.
• 2025-06-30: Market value of non-affiliate common stock calculated — Provides a valuation benchmark for the company's publicly traded equity as of a specific date.
• 2026-03-30: Common stock shares issued and outstanding reported — Indicates the total number of shares held by investors, relevant for per-share calculations and market capitalization.

Glossary

Going Concern Basis

An accounting principle assuming a company will continue to operate for the foreseeable future. If substantial doubt exists, it must be disclosed. (Indicates significant financial instability and uncertainty about the company's ability to continue operations.)

GLP-1 receptor agonists

A class of drugs used to treat type 2 diabetes and obesity by mimicking the effects of the GLP-1 hormone. (Context for Northstrive Biosciences' EL-22, which aims to preserve muscle mass during weight loss treatments that often involve these drugs.)

Engineered Probiotic

A probiotic microorganism that has been genetically modified or specifically selected to perform a particular function. (Describes the novel approach of Northstrive Biosciences' lead asset, EL-22, for muscle preservation.)

CNC Machine Shop

A workshop where computer-controlled machines perform precise cutting and shaping of materials. (Defines the core business of AGA Precision Systems, highlighting its focus on high-tolerance manufacturing for demanding industries.)

Investment Company Act of 1940

U.S. federal legislation that regulates investment companies, including mutual funds and closed-end funds. (Relevant to PMGC Capital LLC, as it faces potential classification as an investment company, which would impose strict regulatory requirements.)

International Traffic in Arms Regulations (ITAR)

U.S. government regulations controlling the export and import of defense-related articles and services. (A key regulatory risk for AGA Precision Systems, which serves the defense sector.)

Divestiture

The act of selling off a business unit or subsidiary. (Describes the strategic sale of Elevai Skincare Inc. to refocus the company's resources.)

Multi-strategy Investment Firm

An investment firm that employs a variety of investment approaches and asset classes. (Characterizes PMGC Capital LLC's business model, indicating diverse investment activities.)

Year-Over-Year Comparison

Information comparing key metrics to the previous year (e.g., revenue growth, margin changes, new risks) is not available in the provided text. The filing focuses on the current state as of December 31, 2025, and the strategic pivot in early 2025, without direct year-over-year comparisons of financial performance metrics.

Key Financial Figures

• $0.0001 — ch registered: Common Stock, par value $0.0001 per share ELAB The Nasdaq Stock Market
• $100 billion — edicts that this epidemic will create a $100 billion market for anti-obesity players. 1 Ou

Filing Documents

• ea0282650-10k_pmgc.htm (10-K) — 2137KB
• ea028265001ex10-1.htm (EX-10.1) — 238KB
• ea028265001ex19-1.htm (EX-19) — 45KB
• ea028265001ex23-1.htm (EX-23.1) — 2KB
• ea028265001ex31-1.htm (EX-31.1) — 11KB
• ea028265001ex31-2.htm (EX-31.2) — 12KB
• ea028265001ex32-1.htm (EX-32.1) — 5KB
• ea028265001ex32-2.htm (EX-32.2) — 5KB
• ea028265001ex97-1.htm (EX-97.1) — 27KB
• ea028265001_ex23-1img1.jpg (GRAPHIC) — 6KB
• 0001213900-26-035937.txt ( ) — 12514KB
• elab-20251231.xsd (EX-101.SCH) — 118KB
• elab-20251231_cal.xml (EX-101.CAL) — 95KB
• elab-20251231_def.xml (EX-101.DEF) — 583KB
• elab-20251231_lab.xml (EX-101.LAB) — 1063KB
• elab-20251231_pre.xml (EX-101.PRE) — 615KB
• ea0282650-10k_pmgc_htm.xml (XML) — 1390KB

Business

Business 1 ITEM 1A.

Risk Factors

Risk Factors 25 ITEM 1B. Unresolved Staff Comments 46 ITEM 1C. Cybersecurity 46 ITEM 2.

Properties

Properties 47 ITEM 3.

Legal Proceedings

Legal Proceedings 47 ITEM 4. Mine Safety Disclosures 47 PART II 48 ITEM 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 48 ITEM 6. Reserved 48 ITEM 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 48 ITEM 7A.

Quantitative and Qualitative Disclosures about Market Risk

Quantitative and Qualitative Disclosures about Market Risk 57 ITEM 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 57 ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 57 ITEM 9A.

Controls and Procedures

Controls and Procedures 58 ITEM 9B. Other Information 58 ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 58 PART III 59 ITEM 10. Directors, Executive Officers and Corporate Governance 59 ITEM 11.

Executive Compensation

Executive Compensation 65 ITEM 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 79 ITEM 13. Certain Relationships and Related Transactions, and Director Independence 80 ITEM 14. Principal Accounting Fees and Services 89 PART IV 90 ITEM 15. Exhibits and Financial Statement Schedules 90 ITEM 16. Form 10-K Summary 92

SIGNATURES

SIGNATURES 93 i CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K (this "Annual Report") contains forward-looking statements regarding our business, financial condition, results of operations, and prospects. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," and similar expressions or variations of such words are intended to identify forward-looking statements but are not deemed to represent an all-inclusive means of identifying forward-looking statements as denoted in this Annual Report. Additionally, Although forward-looking statements in this Annual Report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties, and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those specifically addressed under the headings "Risks Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations." You are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this Annual Report. We file reports with the SEC. The SEC maintains a website (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us. We undertake no obligation to revise or update any forward-looking Readers are urged to carefully review and consider the various disclosures made t

financial statements have been prepared on a going-concern basis and our continued operations

financial statements have been prepared on a going-concern basis and our continued operations are in doubt. We have a history of net losses, and we may not be able to achieve or maintain profitability in the future. Our operating cash consumption significantly exceeds our revenue, and we may not be able to fund our operations without continued access to the capital markets. We will need additional capital to conduct our operations and develop our products and businesses, and our ability to obtain the necessary funding is uncertain. We have conducted multiple reverse stock splits in a short period of time, which may adversely affect the market price of our Common Stock and investor confidence. Risks Related to our Holding Company Structure and Acquisition Strategy We may not achieve expected operational, strategic, or financial benefits from managing multiple subsidiaries under a single corporate structure. Our subsidiaries may operate independently with limited synergies, and the costs associated with maintaining a diversified platform—including corporate overhead, compliance costs, management attention and reporting requirements—may outweigh the benefits. If the anticipated advantages of our holding company structure do not materialize, our financial condition and results of operations could be adversely affected. Our growth strategy depends on acquisitions, which involve significant risks and uncertainties. Potential business combinations could require significant management attention, prove difficult to integrate, and adversely affect our operating results. The purchase price allocations for our acquisitions may be preliminary and subject to adjustment, which could materially affect our reported financial results. Risks Related to our Operating Subsidiaries Our biotechnology subsidiary, Northstrive Biosciences, is at an early stage of product development, and we may not develop products that can be successfully commercialized. Pacific Sun

Business

Item 1. Business Overview As of December 31, 2025, we manage and operate a diverse portfolio of four (4) wholly owned subsidiaries across the medical aesthetics and biopharmaceutical sectors: 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. 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. Pacific Sun Packaging, Inc. ("Pacific Sun Packaging" or "Pacific Sun") 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 (Dual In-line Memory Modules ("DIMMs") and Small Outline Dual Inline Memory Modules ("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. AGA Precision Systems LLC ("AGA Precision Systems" or "AGA") is a specialized computer numerical control ("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

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