Business Context and Reporting Period
Company: PMGC Holdings Inc. (formerly Elevai Labs Inc.)
Filing Type: Form 10-K (Annual Report)
Period Ended: December 31, 2025
Reporting Status: Non-accelerated filer, Smaller reporting company, Emerging growth company.
PMGC Holdings Inc. is a diversified holding company that transitioned from a skincare-focused business to a multi-sector portfolio in 2025. The company divested its Elevai Skincare business in January 2025 and subsequently acquired three operating subsidiaries: Pacific Sun Packaging Inc. (IT packaging), AGA Precision Systems LLC (precision CNC machining), and assets of Indarg Engineering, Inc. The company also operates Northstrive Biosciences Inc. (biopharmaceutical development) and PMGC Capital LLC (investment firm).
Key Financial Metrics
| Metric | 2025 | 2024 |
|---|---|---|
| Revenue | $590,084 | $0 |
| Cost of Goods Sold | $404,770 | $0 |
| Gross Profit | $185,314 | $0 |
| Gross Margin | 31.4% | N/A |
| Net Loss (Continuing Ops) | $(7,780,740) | $(4,016,714) |
| Net Loss (Total) | $(7,747,813) | $(6,245,737) |
| Cash and Cash Equivalents | $5,402,333 | $3,984,453 |
| Working Capital | $2,928,959 | $4,251,867 |
| Accumulated Deficit | $(21,017,440) | $(13,269,627) |
| Cash Used in Operating Activities | $(5,933,881) | $(5,486,980) |
Material Changes vs. Prior Period
- Revenue Generation: The company generated $590,084 in revenue in 2025, compared to zero in 2024, driven entirely by the newly acquired manufacturing and packaging subsidiaries (Pacific Sun Packaging and AGA Precision Systems).
- Increased Operating Expenses: Total operating expenses rose to $7.07 million from $3.66 million. Significant increases were seen in Consulting Fees (+$402k), Office and Administration (+$1.15m), and Professional Fees (+$860k), largely due to corporate restructuring, acquisition due diligence, and executive bonuses.
- Divestiture: The Elevai Skincare business was sold in January 2025. Results from this segment are reported as discontinued operations, showing a net loss of $(2.23) million in 2024 and a net income of $32,927 in 2025.
- Acquisitions: The company completed three acquisitions in 2025, resulting in $977,774 of goodwill and significant additions to property, plant, and equipment.
Guidance, Outlook, and Risks
Management Commentary and Outlook
Management plans to focus on increasing revenue through PMGC Capital's investment returns, advancing Northstrive Biosciences' clinical assets (specifically EL-22 for obesity/muscle preservation) toward an Investigational New Drug (IND) application, and pursuing further acquisitions of operating companies with positive EBITDA. The company intends to utilize cash from investment sales or earn-out payments from the skincare divestiture for working capital.
Material Risks and Contingencies
- Going Concern: The company has incurred recurring losses and negative cash flows from operations, raising substantial doubt about its ability to continue as a going concern. Continued operations depend on obtaining additional equity or debt financing.
- Liquidity and Debt: The company entered into an Equity Line of Credit (ELOC) agreement in September 2025. As of December 31, 2025, $2.08 million of principal remained outstanding, with a related derivative liability of $418,412. Subsequent to year-end, the company settled the remaining ELOC principal via share issuance and executed additional pre-paid purchases totaling over $16 million in principal.
- Related Party Transactions: Significant consulting fees and bonuses are paid to entities controlled by the CEO (GB Capital Ltd) and Chairman (Northstrive Companies Inc.). In 2025, the company paid or accrued over $1.4 million in consulting fees and bonuses to these related parties.
- Regulatory and Development Risk: Northstrive Biosciences is in early-stage development. Success depends on FDA approval of IND applications and successful clinical trials, which are uncertain and capital-intensive.
Investor Verification Checklist
- Capital Adequacy: Verify the sufficiency of the $5.4 million cash balance against the high operating burn rate (~$6 million/year) and the terms of the ELOC facility.
- Related Party Compensation: Review the specific performance milestones triggering the significant bonuses paid to the CEO and Chairman's entities to assess alignment with shareholder interests.
- Acquisition Integration: Assess the financial performance of the newly acquired subsidiaries (Pacific Sun and AGA) to determine if they are generating the projected cash flows to offset corporate overhead.
- Biotech Pipeline: Confirm the status of the EL-22 IND application and the timeline for potential clinical trials, as this is a key long-term value driver.
- Stock Dilution: Monitor the impact of the ELOC settlements and subsequent financing rounds on share count and per-share value, noting the multiple reverse stock splits executed in late 2025 and early 2026.