Form 8-K

8-K — PMGC Holdings Inc.

Accession: 0001213900-26-094443

Filed: 2026-08-27

Period: 2026-08-21

CIK: 0001840563

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Entry into a Material Definitive Agreement

Item: Material Modifications to Rights of Security Holders

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0303620-8k_pmgc.htm (Primary)

EX-3.1 — CERTIFICATE OF AMENDMENT FILED EFFECTIVE AUGUST 21, 2026. (ea030362001ex3-1.htm)

EX-10.1 — TRADEMARK LICENSE AGREEMENT BETWEEN THE COMPANY AND NORTHSTRIVE COMPANIES INC. DATED AUGUST 27, 2026 (ea030362001ex10-1.htm)

EX-10.2 — EXCHANGE AGREEMENT BETWEEN THE COMPANY AND STREETERVILLE CAPITAL, LLC DATED AUGUST 21, 2026 (ea030362001ex10-2.htm)

EX-99.1 — PRESS RELEASE DATED AUGUST 25, 2026 (ea030362001ex99-1.htm)

EX-99.2 — PRESS RELEASE DATED AUGUST 26, 2026 (ea030362001ex99-2.htm)

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8-K — CURRENT REPORT

8-K (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

Current Report

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

August 21, 2026

PMGC Holdings Inc.

(Exact name of registrant as specified in its charter)

Nevada

001-41875

33-2382547

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

c/o 120 Newport Center Drive

Newport Beach, CA

92660

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including

area code: (888) 445-4886

N/A

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13©(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 par value

ELAB

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry Into

a Material Definitive Agreement.

(a) Trademark License

Agreement between the Company and NorthStrive Companies Inc.

On August 27, 2026, PMGC

Holdings Inc. (the “Company”) entered into a Trademark License Agreement (“Trademark License Agreement”) with

NorthStrive Companies Inc., a California corporation wholly owned by the Company’s Chairman, Braeden Lichti (“NorthStrive

Companies”). Under the Trademark License Agreement, NorthStrive Companies granted a limited, non-exclusive, non-transferable, revocable,

and royalty-free license (“License”) to the Company to use the NorthStrive Marks (as defined below). Subject to the terms

of the Trademark License Agreement, including, amongst other things, NorthStrive Companies’ approval, the Company may allow its

operating subsidiaries to use the NorthStrive Marks. As consideration for the License, the Company agreed to pay a license fee of $1.00

to NorthStrive Companies, subject to additional royalty or fee terms under the Trademark License Agreement. The term of the Trademark

License Agreement is five (5) years, unless earlier terminated thereunder, such term commencing on the date of the Trademark License Agreement.

“NorthStrive Marks” means name and trademark “NorthStrive”,

together with all related trademarks, service marks, trade names, logos, applications, registrations, and associated goodwill used or

owned by NorthStrive Companies.

The foregoing description

of the Exchange Agreement does not purport to be complete and are each qualified in their entirety by reference to the full text of the

forms of the Trademark License Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated

herein by reference.

(b) Exchange Agreement

with Streeterville Capital LLC

On August 21, 2026,

the Company entered into an Exchange Agreement (“Exchange Agreement”) with Streeterville Capital LLC (“Streeterville”).

Under the Exchange Agreement, the Company and Streeterville will partition a new Secured Pre-Paid Purchase in the original amount of

$8.00 (“Partitioned Amount”) from that certain Secured Pre-paid Purchase # 2 in the original principal amount of $3,278,700

(“Second Pre-Paid Purchase”) issued under that certain Securities Purchase Agreement dated September 23, 2025 between the

Company and Streeterville. As a result of this partition, the balance of the Secured Pre-paid Purchase will be reduced by an amount equal

to the Partitioned Amount. Further, the Company and Streeterville will exchange the Second Pre-Paid Purchase for 80,000 shares of the

Company’s common stock, par value $0.0001 per share (such common stock, “Common Stock”), and such 80,000 shares of

Common Stock being exchanged, the “Exchange Shares”). Streeterville agreed to surrender the Second Pre-paid Purchase to the

Company and the Company agreed to issue to Streeterville Capital the Exchange Shares upon execution of the Exchange Agreement. Upon surrender,

the Second Pre-Paid Purchase will be solely evidenced by the Exchanged Shares, and the parties agreed that the outstanding balance of

the Second Pre-Paid Purchase immediately following the reduction of the Partitioned Amount is $1,071,339.8. At such time as the outstanding

balance on the Second Pre-Paid Purchase is zero and the Commitment Period (as defined in the Securities Purchase Agreement) has ended,

the Company may repurchase the Exchange Shares upon a written request delivered to the Company after the later of both such events, and

within thirty Trading Days of such written request from the Company. Then, Streeterville will deliver to the Company a number of shares

of Common Stock equal to the number of Exchange Shares, and the Company will pay Streeterville $0.0001 for each such Exchange Share prior

to Streeterville’s delivery of such shares. The parties agreed to customary representations and warranties for transactions of

this type. Capitalized terms set forth herein but not otherwise defined have the meanings set forth in the Exchange Agreement.

The foregoing description

of the Exchange Agreement does not purport to be complete and are each qualified in their entirety by reference to the full text

of the forms of the Exchange Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated

herein by reference.

Item

3.03 Material Modification to Rights of Security Holders.

To the

extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein

by reference.

Item

5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Previously,

the Company filed a Certificate of Amendment to the Company’s Articles of Incorporation, as amended (the “Certificate of Amendment”),

to effect a 1-for-10 reverse stock split (the “Split”) of the shares of the Company’s authorized, issued, and outstanding

shares of common stock, par value $0.0001 per share (“Common Stock”), such Split to be effective on Augus 21, 2026 at 12:00

a.m. Eastern Standard Time (the “Effective Time”).

The Certificate

of Amendment provided that at the Effective Time, every ten (10) 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 508,333,334 shares, comprised of 8,333,334

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 August 21, 2026. The trading symbol

for the Common Stock remained “ELAB” after the Split. The Common Stock was assigned a new CUSIP number (73017P607) 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 Certificate of Amendment is filed hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 7.01 Regulation

FD Disclosure.

On August 25, 2026,the

Company issued a press release announcing the Company’s entry into the Term Sheet further

described in Item 8.01 below. The press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein

by reference.

On August 26, 2026, the Company issued a press release announcing the termination of a previously disclosed acquisition of a 76% controlling

interest in a privately held Arizona-based precision machining and contract manufacturing company.. A copy of the press release is attached

as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

The information presented

in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section

18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that

section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or

specifically incorporates it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item

8.01 Other Events.

Non-Binding

Term Sheet with Orbit2Orbit Inc.

August 21, 2026, PMGC Holdings Inc. (the “Company”) entered into a non-binding term sheet (“Term Sheet”) with

Orbit2Orbit Inc., a corporation headquartered in Australia (“Orbit2Orbit”). The Term Sheet contemplates three transactions:

The

first transaction involves NorthStrive Biosciences, Inc., a wholly owned subsidiary of the Company (“NorthStrive Biosciences),

agreeing with Orbit2Orbit for the collaboration on the development and use of a live-animal research capability (“Mice2Space”)

using Orbit2Orbit’s platform. Mice2Space will support independent mouse studies conducted, and NorthStrive Biosciences’ participation

will focus on administering its EL-22/EL-32 therapeutic candidates to evaluate muscle retention and body composition outcomes in microgravity

compared to Earth-based controls. This program will involve Orbit2Orbit undertaking design, development, prototyping and engineering

of Mice2Space and NorthStrive Biosciences leading the design, execution, and analysis of its own experimental study. Orbit2Orbit will

support preliminary testing activities but will not be responsible for the formation or scientific execution of NorthStrive Bio’s

experiment. Orbit2Orbit will be responsible for the design and development of the Mice2Space payload enclosure prototype and associated

engineering systems. A&B Aerospace, Inc., another wholly owned subsidiary of the Company (“A&B Aerospace”), will

support manufacture of the final flight hardware in the United States and conduct the required pre-flight environmental testing and qualification

activities, as further detailed in the description of the second transaction below.

The

second transaction contemplates A&B Aerospace, or such other machining subsidiary as the Company may designate, entering into a future

definitive agreement, such as a Service Agreement or Long-Term Agreement, with Orbit2Orbit, to serve as Orbit2Orbit’s preferred

U.S.-based manufacturing partner. Under such definitive agreement, A&B Aerospace is expected to provide precision machining, fabrication,

and manufacturing services for Orbit2Orbit’s prototypes, flight hardware, spacecraft components, payload interfaces, ground support

equipment, and such other products and assemblies as may be mutually agreed upon, including final products for the Mice2Space program

described in the first transaction. A&B Aerospace will also support Orbit2Orbit with the transportation and logistics required to

move Mice2Space payload hardware to applicable qualification and testing facilities for pre-flight environmental testing. The term, services,

consideration, and other commercial terms of the definitive agreement will be as mutually agreed upon by the parties and set forth in

a definitive agreement.

The

third transaction involves the Company’s anticipated subscription for CAD $200,000.00 worth of common shares, pursuant to Orbit2Orbit’s

current private placement financing, at a subscription price of CAD $0.80 per share, in connection with Orbit2Orbit’s proposed

Canadian Securities Exchange listing through a Reverse Takeover transaction.

The

closing of the three transactions is subject to certain customary closing conditions, including, but not limited to, the completion of

due diligence by the parties and execution of definitive documents pertaining to the applicable transaction.

The

Term Sheet is non-binding and does not obligate the Company or any other party to consummate the transactions contemplated thereby. There

can be no assurance that the proposed transactions will be consummated, or that any definitive agreement relating to the proposed transactions

will be entered into. The consummation of the proposed transactions is subject to the negotiation and execution of definitive agreements

and the satisfaction or waiver of a number of customary closing conditions, including, among other things, applicable regulatory approvals

and other conditions customary for transactions of this nature. Accordingly, the proposed transactions may not be consummated on the

terms described in the term sheet, or at all.

The foregoing description of each of the Term Sheet does not purport to be complete and is qualified in its entirety by reference to the

full text of the forms of the Term Sheet.

Item

9.01 Financial Statements and Exhibits.

Exhibit

No.

Description

3.1

Certificate of Amendment filed effective August 21, 2026.

10.1

Trademark License Agreement between the Company and NorthStrive Companies Inc. dated August 27, 2026.

10.2

Exchange Agreement between the Company and Streeterville Capital, LLC dated August 21, 2026.

99.1

Press Release dated August 25, 2026

99.2

Press Release dated August 26, 2026.

104

Cover

Page Interactive Data File (formatted in Inline XBRL).

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned

hereunto duly authorized.

Date: August

27, 2026

PMGC Holdings Inc.

By:

/s/ Graydon Bensler

Name:

Graydon Bensler

Title:

Chief Executive Officer

EX-3.1 — CERTIFICATE OF AMENDMENT FILED EFFECTIVE AUGUST 21, 2026.

EX-3.1

Filename: ea030362001ex3-1.htm · Sequence: 2

Exhibit 3.1

Business Entity - Filing Acknowledgement 08/20/2026 Work Order Item Number: W2026082001393-5415847 Filing Number: 20265983080 Filing Type: Amendment After Issuance of Stock Filing Date/Time: 8/20/2026 1:13:00 PM Filing Page(s): 4 Indexed Entity Information: Entity ID: E44920962024-7 Entity Name: PMGC Holdings Inc. Entity Status: Active Expiration Date: None Commercial Registered Agent VCORP SERVICES, LLC 701 S. CARSON STREET, SUITE 200, Carson City, NV 89701, USA FRANCISCO V. AGUILAR Secretary of State STATE OF NEVADA OFFICE OF THE SECRETARY OF STATE C. MURPHY HEBERT Chief Deputy Secretary of State DEANNA L. REYNOLDS Deputy Secretary for Commercial Recordings The attached document(s) were filed with the Nevada Secretary of State, Commercial Recording Division. The filing date and time have been affixed to each document, indicating the date and time of filing. A filing number is also affixed and can be used to reference this document in the future. Respectfully, FRANCISCO V. AGUILAR Secretary of State Page 1 of 1 Commercial Recording 401 N. Carson Street Carson City, NV 89701 1 State of Nevada Way Las Vegas, NV 89119

Filed in the Office of Secretary of State State Of Nevada Business Number E44920962024-7 Filing Number 20265983080 Filed On 8/20/2026 1:13:00 PM Number of Pages 4

EX-10.1 — TRADEMARK LICENSE AGREEMENT BETWEEN THE COMPANY AND NORTHSTRIVE COMPANIES INC. DATED AUGUST 27, 2026

EX-10.1

Filename: ea030362001ex10-1.htm · Sequence: 3

Exhibit 10.1

TRADEMARK LICENSE AGREEMENT

This Trademark License Agreement is entered

into as of August 27, 2026 by and between:

NorthStrive Companies Inc., a California corporation, with an

address at 120 Newport Center Drive, Suite 250, Newport Beach, CA 92660 (“Licensor”); and

PMGC Holdings Inc., a Nevada corporation, with its principal

office at 120 Newport Center Drive, Suite 249, Newport Beach, CA 92660 (“Licensee”).

Licensor and Licensee may each be referred to as a “Party”

and collectively as the “Parties.”

1. Ownership of the NorthStrive Marks

Licensor is the sole owner of the name and trademark NORTHSTRIVE,

together with all related trademarks, service marks, trade names, logos, applications, registrations and associated goodwill used or owned

by Licensor collectively, the “NorthStrive Marks.” The registration certificate for the NorthStrive trademark is attached

with Schedule A.

Nothing in this Agreement transfers any ownership interest in the NorthStrive

Marks to Licensee or any of its subsidiaries.

All use of the NorthStrive Marks by Licensee or an Approved Subsidiary

(as defined below) shall benefit Licensor, and all goodwill resulting from such use shall belong exclusively to Licensor.

2. Grant of License

Subject to this Agreement, Licensor grants Licensee a limited, non-exclusive,

non-transferable, revocable and royalty-free license to use the NorthStrive Marks:

a. as part of Licensee’s approved legal and public company name;

b. in Licensee’s ordinary corporate, investor-relations and business activities; and

c. through operating subsidiaries that have been approved in writing by Licensor as provided in Section 3.

No rights are granted except those expressly stated in this Agreement.

3. Use by Operating Subsidiaries

Licensee may permit an operating subsidiary to use the NorthStrive

Marks only after:

a. Licensee submits the proposed entity name and intended use to Licensor;

b. Licensor approves the use in writing; and

c. the subsidiary signs a joinder agreeing to be bound by the applicable provisions of this Agreement.

Each approved subsidiary shall be listed on Schedule B as an “Approved

Subsidiary.”

Licensee may not permit any other subsidiary, affiliate, special purpose

acquisition company (SPAC), investment vehicle, joint venture, portfolio company or third party to use the NorthStrive Marks without Licensor’s

prior written consent.

Licensor may approve, reject or condition any proposed use in its reasonable

discretion.

4. Term

This Agreement shall begin on the date stated above and shall continue

for five (5) years, unless terminated earlier in accordance with this Agreement.

The Agreement shall expire automatically at the end of the five (5)

year term unless renewed through a written agreement signed by both Parties and approved by their respective boards of directors.

There shall be no automatic or implied renewal.

5. License Fee

As consideration for the license to use the NorthStrive Marks, Licensee

shall pay Licensor One Dollar and Zero Cents ($1.00).

Licensor may require an additional royalty, license fee, or other consideration

as a condition to:

a. renewing this Agreement;

b. extending the license to an additional entity;

c. materially expanding the permitted use of the NorthStrive Marks;

d. allowing continued use following a Triggering Event (as defined below); or

e. entering into a replacement license agreement.

Any such additional royalty or fee must be established in a written

agreement or amendment signed by both Parties.

6. Triggering Events

A “Triggering Event” means any of the following:

a. Licensor ceases to provide advisory, management, strategic or related services to Licensee;

b. Licensor or its designated representatives cease to have material involvement in overseeing the use and protection of the NorthStrive

Marks;

c. Braeden Lichti ceases to serve as a director, executive officer, chairman, advisor or other material representative of Licensee;

d. Licensee undergoes a change of control;

e. Licensee uses the NorthStrive Marks in a manner that Licensor reasonably believes could harm the reputation, goodwill or value of

the NorthStrive Marks;

f. Licensee or an Approved Subsidiary materially changes the nature of its business;

g. Licensee or an Approved Subsidiary challenges Licensor’s ownership of the NorthStrive Marks; or

h. Licensee or an Approved Subsidiary materially breaches this Agreement.

Following a Triggering Event, Licensee’s right to continue using

the NorthStrive Marks shall require Licensor’s written approval.

Licensor may condition continued use upon entering into a new agreement,

including an agreement requiring additional royalties or other compensation.

7. Quality Control and Brand Protection

Licensee and each Approved Subsidiary shall use the NorthStrive Marks

in a professional manner consistent with Licensor’s brand standards and reputation.

Licensor may reasonably review and approve:

a. legal entity names;

b. logos and branding;

c. websites and social-media accounts;

d. investor presentations;

e. press releases and public announcements concerning the NorthStrive brand; and

f. other material uses of the NorthStrive Marks.

Licensee shall promptly correct any use that Licensor reasonably determines

is inconsistent with its brand standards or could damage the NorthStrive Marks.

8. Restrictions

Neither Licensee nor any Approved Subsidiary may, without Licensor’s

prior written approval:

a. register or attempt to register any NorthStrive Mark or confusingly similar mark;

b. claim ownership of any NorthStrive Mark;

c. challenge or assist another party in challenging Licensor’s ownership;

d. sublicense, assign, pledge or otherwise transfer rights under this Agreement;

e. use the NorthStrive Marks for an unapproved business, product or service;

f. combine the NorthStrive Marks with another mark in a manner that creates a new trademark claim;

g. use the NorthStrive Marks for a SPAC or other investment vehicle; or

h. authorize any third party to use the NorthStrive Marks.

9. Termination

Licensor may terminate this Agreement by written notice if:

a. a Triggering Event occurs and Licensor does not give written approval to continue to use the NorthStrive Marks;

b. Licensee or an Approved Subsidiary materially breaches this Agreement and fails to cure the breach within fifteen (15) days after

receiving written notice;

c. Licensee or an Approved Subsidiary, in the reasonable opinion of Licensor, intentionally misuses, transfers or attempts to transfer,

or challenges the ownership of Licensor of the NorthStrive Marks;

d. continued use creates a material risk to the reputation or enforceability of the NorthStrive Marks, in the reasonable opinion of Licensor;

e. Licensee becomes insolvent, files for bankruptcy or ceases substantially all operations.

A breach involving an ownership challenge, unauthorized transfer or

intentional misuse may be terminated immediately by written notice without a cure period.

10. Transition Following Expiration or Termination

Upon expiration or termination, Licensee and each Approved Subsidiary

shall immediately cease creating new materials bearing the NorthStrive Marks.

Licensee and each Approved Subsidiary shall discontinue all use of

the NorthStrive Marks and initiate all necessary legal name changes within fifteen (15) days after expiration or termination.

During the transition period, the NorthStrive Marks may be used only

as reasonably necessary to complete the name-change process and wind down existing materials.

11. Indemnification

Licensee shall indemnify and hold harmless Licensor and its directors,

officers, employees and representatives from claims, liabilities, losses and expenses arising from Licensee’s or an Approved Subsidiary’s:

a. ordinary course business operations;

b. securities offerings or investor disclosures;

c. products or services offered under the NorthStrive Marks;

d. unauthorized or improper use of the NorthStrive Marks; or

e. material breach of this Agreement.

This Section does not require Licensee to indemnify Licensor for claims

arising solely from Licensor’s ownership of the NorthStrive Marks.

12. Board Approval

This Agreement shall not become effective unless and until it has been

approved by:

a. the board of directors of NorthStrive Companies Inc.; and

b. the board of directors of Licensee, acting through its disinterested and independent directors or an appropriate independent committee.

Each Party shall maintain written resolutions or meeting minutes documenting

its approval.

13. No Partnership or Agency

This Agreement does not create a partnership, joint venture, franchise,

fiduciary relationship or agency relationship between the Parties.

Licensee has no authority to bind Licensor or represent that Licensor

is responsible for Licensee’s obligations.

14. Assignment

Licensee may not assign this Agreement in connection with a merger,

sale, reorganization, change of control or otherwise without Licensor’s prior written consent.

Licensor may assign this Agreement to an entity that acquires or succeeds

to Licensor’s ownership of the NorthStrive Marks.

15. Notices

Notices under this Agreement must be in writing and delivered by personal

delivery, nationally recognized overnight courier or email with confirmation of receipt to the addresses designated by the Parties.

16. Governing Law

This Agreement shall be governed by the laws of the State of California,

without regard to its conflict-of-law principles.

17. Entire Agreement; Amendments

This Agreement constitutes the entire agreement between the Parties

concerning the NorthStrive Marks and supersedes all prior oral or written permissions relating to the subject matter of this Agreement.

Any amendment, renewal, waiver or expansion of this Agreement must

be in writing and signed by both Parties.

18. Counterparts and Electronic Signatures

This Agreement may be signed in counterparts and by electronic signature.

Each counterpart shall be treated as an original, and all counterparts together shall constitute one agreement.

Acknowledged and Agreed:

NORTHSTRIVE COMPANIES INC.

By:

/s/

Name:

Title:

Date:

PMGC HOLDINGS INC.

By:

/s/

Name:

Title:

Date:

SCHEDULE A

See attached.

SCHEDULE B

The following operating subsidiaries are approved to use the NorthStrive

Marks, subject to the terms of this Agreement:

Legal Entity

Approved NorthStrive Name

Approved Business Use

Approval Date

PMGC Holdings Inc.

NorthStrive Holdings Inc.

Mergers & Acquisitions; Branding; Marketing

August 6, 2026

No entity is an Approved Subsidiary unless it is listed on this Schedule

B or separately approved in writing by NorthStrive Companies Inc.

EX-10.2 — EXCHANGE AGREEMENT BETWEEN THE COMPANY AND STREETERVILLE CAPITAL, LLC DATED AUGUST 21, 2026

EX-10.2

Filename: ea030362001ex10-2.htm · Sequence: 4

Exhibit

10.2

THE

EXCHANGE CONTEMPLATED HEREIN IS INTENDED TO COMPORT WITH THE REQUIREMENTS OF SECTION 3(a)(9) OF THE SECURITIES ACT OF 1933, AS AMENDED.

Exchange

Agreement

This

Exchange Agreement (this “Agreement”) is entered into as of August 21,

2026 by and between PMGC Holdings Inc., a Nevada corporation (“Company”), and Streeterville Capital, LLC, a Utah limited

liability company (“Investor”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed

to such terms in the Purchase Agreement (as defined below).

Pursuant to that certain Securities Purchase Agreement dated September 23, 2025 between Company and Investor (the “Purchase

Agreement”), Company issued to Investor that certain Secured Pre-Paid Purchase #2 in the original principal amount of $3,278,700.00

dated January 7, 2026 (“PPP #2”).

Subject to the terms of this Agreement, Company and Investor desire to partition a new Secured Pre-Paid Purchase in the original principal

amount of $8.00 (the “Partitioned Amount”) from PPP #2 (the “Partitioned PPP”) and then cause the

outstanding balance of PPP #2 to be reduced by an amount equal to the Partitioned Amount.

Company and Investor further desire to exchange (the “Exchange”) the Partitioned PPP for 80,000 shares of Company’s

common stock, par value $0.0001 (the “Exchange Shares”).

This Agreement and any other documents, agreements, or instruments entered into or delivered in connection with this Agreement, or any

amendments to any of the foregoing, are collectively referred to as the “Exchange Documents”.

Pursuant to the terms and conditions hereof, Investor and Company agree to exchange the Partitioned PPP for the Exchange Shares.

NOW,

THEREFORE, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties

and covenants herein contained, the parties hereto agree as follows:

Issuance of Exchange Shares. Upon execution of this Agreement, Investor will surrender the Partitioned PPP to Company and Company

will issue to Investor the Exchange Shares. Company and Investor agree that upon surrender, the Partitioned PPP will be cancelled and

the remaining amount owed to Investor pursuant to the Partitioned PPP shall hereafter be evidenced solely by the Exchange Shares. The

parties hereto agree that the Outstanding Balance (as defined in PPP #2) of PPP #2 on the date hereof immediately following the reduction

of the Partitioned Amount is $1,071,339.80.

Closing Date. The closing of the transaction contemplated hereby (the “Closing”) along with the Exchange Documents

shall occur by means of the exchange of electronic signatures but shall be deemed to have occurred at the offices of Capital Law Partners

PLLC in Lehi, Utah. The Closing shall take place on the date the Exchange Shares are issued to Investor.

Holding Period, Tacking and Legal Opinion. Company represents, warrants and agrees that for the purposes of Rule 144 (“Rule

144”) of the Securities Act of 1933, as amended (the “Securities Act”), the holding period of the Exchange

Shares will include the holding period of the Partitioned PPP and PPP #2 from January 7, 2026, which date is the date that PPP #2 was

fully paid for. Company agrees not to take a position contrary to this Section 3 in any document, statement, setting, or situation. The

Exchange Shares are being issued in substitution of and exchange for and not in satisfaction of the Partitioned PPP. The Exchange Shares

shall not constitute a novation or accord and satisfaction of the Partitioned PPP. Company acknowledges and understands that the representations

and agreements of Company in this Section 3 are a material inducement to Investor’s decision to consummate the transactions contemplated

herein.

Repurchase Right. At such time as the Pre-Paid Purchase Outstanding Balance is zero and the Commitment Period has ended, Company

may repurchase the Exchange Shares upon a written request delivered to Investor following the later of both such events, and within thirty

(30) Trading Days (as defined in the PPP #2) of such written request from Company, Investor shall deliver to Company a number of Common

Shares equal to the number of Exchange Shares (as adjusted for any share splits, share dividends, share combinations, recapitalizations

or other similar transactions occurring after the date hereof) delivered to Investor hereunder, and Company will pay Investor $0.0001

(as adjusted for any share splits, share dividends, share combinations, recapitalizations or other similar transactions occurring after

the date hereof) for each such Exchange Share prior to Investor’s delivery of such shares.

Investor’s Representations, Warranties and Agreements. In order to induce Company to enter into this Agreement, Investor,

for itself, and for its affiliates, successors and assigns, hereby acknowledges, represents, warrants and agrees as follows: (a) Investor

has full power and authority to enter into this Agreement and to incur and perform all obligations and covenants contained herein, all

of which have been duly authorized by all proper and necessary action, (b) no consent, approval, filing or registration with or notice

to any governmental authority is required as a condition to the validity of this Agreement or the performance of any of the obligations

of Investor hereunder, (c) no commission or other remuneration has been paid or given directly or indirectly by Investor to Company for

soliciting the Exchange, and (d) Investor has taken no action which would give rise to any claim by any person for a brokerage commission,

placement agent or finder’s fee or other similar payment by Company related to this Agreement.

Company’s Representations, Warranties and Agreements. In order to induce Investor to enter into this Agreement, Company,

for itself, and for its affiliates, successors and assigns, hereby acknowledges, represents, warrants and agrees as follows: (a) Company

has full power and authority to enter into this Agreement and to incur and perform all obligations and covenants contained herein, all

of which have been duly authorized by all proper and necessary action, (b) no consent, approval, filing or registration with or notice

to any governmental authority is required as a condition to the validity of this Agreement or the performance of any of the obligations

of Company hereunder, (c) no Event of Default (as defined in PPP #2) has occurred under PPP #2; provided, however, that notwithstanding

anything to the contrary in this Agreement, to the extent any Events of Default have occurred or may hereafter occur, such Events of

Default have not been, and are not hereby, waived by Investor, (d) except as specifically set forth herein, nothing herein shall in any

manner release, lessen, modify or otherwise affect Company’s obligations under PPP #2, (e) the issuance of the Exchange Shares

is duly authorized by all necessary corporate action, (f) Company has not received any consideration in any form whatsoever for entering

into this Agreement, other than the surrender of the Partitioned PPP, (g) Company has taken no action which would give rise to any claim

by any person for a brokerage commission, placement agent or finder’s fee or other similar payment by Company related to this Agreement,

and (h) the Company’s Board of Directors has duly adopted a resolution authorizing this Agreement, the Exchange and the issuance

of the Exchange Shares.

Governing Law; Venue. This Agreement shall be construed and enforced in accordance with, and all questions concerning the construction,

validity, interpretation and performance of this Agreement shall be governed by, the internal laws of the State of Utah, without giving

effect to any choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdictions) that would

cause the application of the laws of any jurisdictions other than the State of Utah. The provisions set forth in the Purchase Agreement

to determine the proper venue for any disputes are incorporated herein by this reference. COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT

IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING

OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Arbitration of Claims. This Agreement shall be subject to the Arbitration Provisions set forth as an exhibit to the Purchase Agreement.

Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all

of which together shall constitute one and the same instrument. Counterparts may be delivered via electronic signature (including pdf

or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) and any counterpart so delivered

shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

10.

Attorneys’ Fees. In the event of any arbitration or action at law or in equity to enforce or interpret the terms of this

Agreement, the parties hereto agree that the prevailing party shall be entitled to an additional award of the full amount of the attorneys’

fees and expenses paid by such prevailing party in connection with the arbitration, litigation and/or dispute without reduction

or apportionment based upon the individual claims or defenses giving rise to the fees and expenses. The “prevailing party”

shall be the party in whose favor a judgment is entered, regardless of whether judgment is entered on all claims asserted by such party

and regardless of the amount of the judgment; or where, due to the assertion of counterclaims, judgments are entered in favor of and

against both parties, then the arbitrator shall determine the “prevailing party” by taking into account the relative dollar

amounts of the judgments or, if the judgments involve nonmonetary relief, the relative importance and value of such relief. Nothing herein

shall restrict or impair an arbitrator’s or a court’s power to award reasonable fees and expenses for frivolous or bad faith

pleading.

11.

No Reliance. Company acknowledges and agrees that neither Investor nor any of its officers, directors, members, managers, equity

holders, representatives or agents has made any representations or warranties to Company or any of its agents, representatives, officers,

directors, or employees except as expressly set forth in this Agreement and the Exchange Documents and, in making its decision to enter

into the transactions contemplated by this Agreement, Company is not relying on any representation, warranty, covenant or promise of

Investor or its officers, directors, members, managers, equity holders, agents or representatives other than as set forth in this Agreement.

12.

Severability. If any part of this Agreement is construed to be in violation of any law, such part shall be modified to achieve

the objective of the parties hereto to the fullest extent permitted and the balance of this Agreement shall remain in full force and

effect.

13.

Entire Agreement. This Agreement, together with the Exchange Documents and the Transaction Documents, and all other documents

referred to herein, supersedes all other prior oral or written agreements among Company, Investor, its affiliates and persons acting

on its behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein contain the entire

understanding of the parties hereto with respect to the matters covered herein and therein and, except as specifically set forth herein

or therein, neither Investor nor Company makes any representation, warranty, covenant or undertaking with respect to such matters.

14.

Amendments. This Agreement may be amended, modified, or supplemented only by written agreement of the parties. No provision of

this Agreement may be waived except in writing signed by the party against whom such waiver is sought to be enforced.

15.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors

and assigns. This Agreement or any of the severable rights and obligations inuring to the benefit of or to be performed by Investor hereunder

may be assigned by Investor to a third party, including its financing sources, in whole or in part. Company may not assign this Agreement

or any of its obligations herein without the prior written consent of Investor.

16.

Continuing Enforceability; Conflict Between Documents. Except as otherwise modified by this Agreement, each of the Exchange Documents

and Transaction Documents shall remain in full force and effect, enforceable in accordance with all of its original terms and provisions,

and the Exchange Shares shall be in full force and effect from its date of issuance in accordance with its terms. This Agreement shall

not be effective or binding unless and until it is fully executed and delivered by Investor and Company. If there is any conflict between

the terms of this Agreement, on the one hand, and any other Exchange Document or Transaction Document, on the other hand, the terms of

this Agreement shall prevail.

17.

Time of Essence. Time is of the essence with respect to each and every provision of this Agreement.

18.

Notices. Unless otherwise specifically provided for herein, all notices, demands or requests required or permitted under this

Agreement to be given to Company or Investor shall be given as set forth in the “Notices” section of the Purchase Agreement.

19.

Further Assurances. Each party shall do and perform or cause to be done and performed, all such further acts and things, and shall

execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in

order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

[Remainder

of the page intentionally left blank; signature page to follow]

IN WITNESS WHEREOF, the undersigned have executed

this Agreement as of the date first set forth above.

INVESTOR:

Streeterville

Capital, LLC

By:

/s/ John Fife

John Fife, President

COMPANY:

PMGC

Holdings Inc.

By:

/s/ Graydon Bensler

Graydon Bensler, Chief Executive Officer

[Signature Page to Exchange

Agreement]

EX-99.1 — PRESS RELEASE DATED AUGUST 25, 2026

EX-99.1

Filename: ea030362001ex99-1.htm · Sequence: 5

Exhibit

99.1

PMGC

Holdings Announces Term Sheet with Orbit2Orbit for NorthStrive Biosciences to Launch a Spaceflight Study of Its Myostatin and Activin

A Assets, EL-22 and EL-32, Targeting Microgravity-Induced Muscle Loss

Proposed

Mice2Space spaceflight study would evaluate EL-22 and EL-32 in mice in a real-world microgravity environment, targeting one of the most

significant physiological challenges of spaceflight

Three-part

relationship would expand PMGC’s footprint in the growing commercial space economy through a preferred U.S. manufacturing role

for A&B Aerospace and a planned strategic investment in Orbit2Orbit

NEWPORT

BEACH, Calif., August 25, 2026 (GLOBE NEWSWIRE) -- PMGC Holdings Inc. (Nasdaq: ELAB) (“PMGC” or the “Company”) is

pleased to announce that it has entered into a non-binding term sheet with Orbit2Orbit Pty Ltd (“Orbit2Orbit” or “O2O”),

an Australia-headquartered space technology company, outlining a proposed multi-part strategic relationship spanning space-based bioscience

research, aerospace manufacturing, and a strategic investment by PMGC that would further expand the Company’s exposure to the growing

commercial space economy.

The

proposed relationship is intended to combine capabilities across PMGC’s operating businesses with Orbit2Orbit’s spaceflight

platform and its Mice2Space live-animal research capability, creating a differentiated framework to support biological research in microgravity

while establishing a potential U.S.-based manufacturing relationship for future Orbit2Orbit space systems.

Under

the term sheet, the parties are contemplating three principal transactions:

Mice2Space

Microgravity Research Collaboration

NorthStrive

Biosciences Inc. (“NorthStrive Bio”), a wholly owned subsidiary of PMGC, and Orbit2Orbit intend to collaborate on the development

and use of the Mice2Space live-animal research capability utilizing the Orbit2Orbit platform. NorthStrive Bio’s study would evaluate

its lead therapeutic candidates, EL-22 and EL-32, in mice for muscle retention and body composition outcomes in microgravity compared

with Earth-based controls.

Muscle

atrophy is one of the most significant physiological challenges associated with prolonged exposure to microgravity, and the Company believes

spaceflight offers a compelling environment for evaluating muscle-preservation therapeutics. The Company believes that evaluating EL-22

and EL-32 in a true spaceflight environment could provide important insights into the assets’ muscle-preservation profile while

expanding the potential applications of NorthStrive Bio’s intellectual property, including potential relevance to Earth-based conditions

involving muscle loss.

Orbit2Orbit

is expected to lead the design, development, prototyping, and engineering of the Mice2Space payload enclosure and associated systems

in Australia, and NorthStrive Bio would lead the design, execution, and analysis of its scientific study. A&B Aerospace, Inc. (“A&B

Aerospace”), a wholly owned aerospace manufacturing subsidiary of PMGC, would support manufacture of the final flight hardware

in the United States, as further described below.

NorthStrive

Bio would retain ownership of the intellectual property in its study protocols, preclinical data, and results. Orbit2Orbit would retain

ownership of the Mice2Space platform, payload architecture, and related systems.

U.S.

Aerospace Manufacturing Partnership

The

term sheet also contemplates A&B Aerospace serving as Orbit2Orbit’s preferred U.S.-based manufacturing partner under a definitive

agreement.

A&B

Aerospace would provide precision machining, fabrication, and manufacturing services for Orbit2Orbit’s prototypes, flight hardware,

spacecraft components, payload interfaces, ground support equipment, and such other products and assemblies as may be mutually agreed,

including final hardware for the Mice2Space program. A&B Aerospace would also support the transportation and logistics required to

move Mice2Space payload hardware to applicable pre-flight qualification and environmental testing.

The

Company believes the proposed relationship directly advances PMGC’s strategy of expanding the capabilities and customer base of

its U.S. aerospace manufacturing operations while increasing its exposure to the rapidly growing commercial space industry, and would

build on A&B Aerospace’s AS9100- and ISO 9001-certified precision manufacturing platform.

Strategic

Investment in Orbit2Orbit

part of the proposed relationship, PMGC intends to subscribe for CAD $200,000 of Orbit2Orbit common shares at CAD $0.80 per share in

connection with Orbit2Orbit’s current private placement financing and proposed listing on the Canadian Securities Exchange through

a reverse takeover transaction. The planned investment is intended to align PMGC with Orbit2Orbit’s growth as the space technology

company pursues its proposed public listing.

Platform-Wide Opportunity

PMGC

believes the proposed relationship showcases the strength of the PMGC platform model, with the businesses within the platform working

together to pursue opportunities at the intersection of aerospace manufacturing, space technology, and biotechnology. NorthStrive Bio

is developing therapeutic assets focused on preserving muscle, while the Company’s aerospace operations provide sophisticated U.S.-based

manufacturing capabilities. Orbit2Orbit presents an opportunity to bring those capabilities together within a real-world spaceflight

research platform, with each of the three proposed transactions aligned with an existing PMGC operating strength and intended to reinforce

the others.

The

proposed transactions remain subject to customary due diligence, negotiation and execution of definitive agreements, applicable corporate

approvals and other customary closing conditions. Project costs, timelines, deliverables, and milestones remain subject to further collaboration

and agreement between the parties.

The

term sheet is non-binding and remains subject to the negotiation and execution of definitive agreements and completion of conditions

precedent. There can be no assurance that the parties will enter into definitive agreements on the terms contemplated by the term sheet,

or at all, or that the proposed transactions will be consummated. Even if definitive agreements are entered into, there can be no assurance

as to the timing or ultimate completion of the proposed transactions. The terms of any definitive agreements, if executed, may differ

materially from those described in the term sheet or this press release.

About

PMGC Holdings Inc.

PMGC

Holdings Inc. is a diversified holding company that manages and grows its portfolio through strategic acquisitions, investments, and

development across various industries. We are committed to exploring opportunities in multiple sectors to maximize growth and value.

For more information, please visit https://www.pmgcholdings.com.

About

NorthStrive Biosciences Inc.

NorthStrive

Biosciences Inc., a PMGC Holdings Inc. (Nasdaq: ELAB) company, is a biopharmaceutical company focused on the development and acquisition

of therapeutics for the preservation of lean muscle mass. Its lead product candidates are EL-22, an engineered probiotic targeting myostatin,

and EL-32, an engineered probiotic targeting both myostatin and activin A, proteins that negatively regulate skeletal muscle growth.

Both are being developed to help patients preserve lean muscle mass during GLP-1 receptor agonist and other obesity-related weight loss

treatment. For more information, please visit www.northstrivebio.com.

About

A&B Aerospace, Inc.

Founded

in 1948, A&B Aerospace is a precision aerospace manufacturing company specializing in high-tolerance machining, complex assemblies,

and engineered components for the aerospace and defense industries. Headquartered in Azusa, California, the company provides advanced

CNC machining, grinding, honing, and precision deburring services for mission-critical applications. With decades of manufacturing expertise,

A&B Aerospace supports leading aerospace customers through a commitment to quality, reliability, and on-time delivery. The company

operates a modern manufacturing platform with advanced multi-axis machining capabilities and maintains AS9100 and ISO 9001 certifications

to meet the rigorous standards of the global aerospace industry. For more information, visit https://www.abaerospace.com.

About

Orbit2Orbit Pty Ltd

Orbit2Orbit

is an Australia-based space logistics infrastructure company developing in-space logistics services and supporting hardware in Low Earth

Orbit. Headquartered on the Gold Coast, Queensland, Orbit2Orbit is addressing the absence of a persistent station-to-station logistics

capability in orbit through a staged roadmap: its Lab2Space program, which provides stratospheric and suborbital test-flight services

to payload customers using standardized payload housing and interface systems; Mission 0, a small orbital demonstrator vehicle designed

to validate controlled orbital operations and rendezvous, proximity operations, and docking; and Mission 1, a planned reusable orbital

vehicle supporting payload transport, deployment, retrieval, inspection, and refueling between in-orbit assets. Orbit2Orbit has entered

into a binding letter agreement with Credissential Inc. (CSE: WHIP) providing for a proposed reverse takeover transaction and listing

on the Canadian Securities Exchange.

For

more information, visit https://orbit2orbit.space

Contact

https://orbit2orbit.space/#contact

Forward-Looking

Statements

contained in this press release regarding matters that are not historical facts are “forward-looking statements” within the

meaning of the Private Securities Litigation Reform Act of 1995, as amended. Words such as “believes,” “expects,”

“plans,” “potential,” “would” and “future” or similar expressions such as “look

forward” are intended to identify forward-looking statements. Forward-looking statements are made as of the date of this press

release and are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations

and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy,

activities of regulators and future regulations and other future conditions. Because forward-looking statements relate to the future,

they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside

of our control. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it

cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ

materially from the anticipated results. Therefore, you should not rely on any of these forward-looking statements. These and other risks

are described more fully in PMGC’s filings with the United States Securities and Exchange Commission (“SEC”), including

the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed

with the SEC on March 30, 2026, and its other documents subsequently filed with or furnished to the SEC. Investors and security holders

are urged to read these documents free of charge on the SEC’s web site at www.sec.gov. All forward-looking statements contained

in this press release speak only as of the date on which they were made. Except to the extent required by law, the Company undertakes

no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made.

Forward-looking

statements in this press release include, but are not limited to, statements regarding the proposed transactions between PMGC, its subsidiaries

and Orbit2Orbit; the proposed Mice2Space research collaboration; the potential evaluation of EL-22 and EL-32 in microgravity; the proposed

manufacturing relationship involving A&B Aerospace; PMGC’s proposed investment in Orbit2Orbit; Orbit2Orbit’s proposed

Canadian Securities Exchange listing; and the potential benefits, capabilities, timing and outcomes of any such transactions or collaborations.

The transactions described herein remain subject to due diligence, negotiation and execution of definitive agreements, applicable approvals,

financing conditions and other customary closing conditions. There can be no assurance that definitive agreements will be executed or

that any of the contemplated transactions will be consummated.

Investor

Relations Contact: IR@pmgcholdings.com

EX-99.2 — PRESS RELEASE DATED AUGUST 26, 2026

EX-99.2

Filename: ea030362001ex99-2.htm · Sequence: 6

Exhibit 99.2

PMGC Holdings Terminates Previously Announced Acquisition LOI Following

Due Diligence Review; Reaffirms Disciplined M&A Strategy and Expands Investment Across Aerospace & Defense Manufacturing Portfolio

Company prioritizes disciplined capital allocation while expanding

machining capacity, integrating portfolio operations and evaluating robotics and automation to support organic growth

NEWPORT BEACH, Calif., August 21, 2026 -- PMGC Holdings Inc.

(Nasdaq: ELAB) (“PMGC” or the “Company”), a diversified public holding company executing a targeted growth strategy

across U.S.-based precision manufacturing, today announced that, following completion of audit-stage financial due diligence, it has terminated

the previously announced non-binding letter of intent (“LOI”) to acquire a 76% controlling interest in a privately held Arizona-based

precision machining and contract manufacturing company. The decision reflects the Company’s capital allocation discipline: every

dollar competes across acquisitions, equipment investment and automation initiatives, deployed only where the Company sees attractive

risk-adjusted returns.

The Company also provided an update on its active mergers and acquisitions

(“M&A”) pipeline and its ongoing capital investment and operational improvement initiatives across its existing aerospace

and defense manufacturing portfolio, including investments in additional machining equipment, integration of operating companies and continued

evaluation of robotics and automation technologies designed to increase capacity, productivity and operating efficiency.

Termination of Previously Announced LOI Following Financial Review

As previously announced on June 1, 2026, the Company entered into a

non-binding LOI (“LOI”) contemplating an all-cash acquisition of a 76% controlling interest in a target company. At the time

of the announcement, PMGC stated that, based on unaudited financial information provided by the target, the business had generated approximately

$5.46 million in revenue and approximately $1.05 million in EBITDA for fiscal year 2025. The proposed consideration was expressly subject

to confirmatory due diligence, and the Company disclosed that completion of the transaction was conditioned on, among other things, the

completion of a financial statement audit of the target, and that audited financial statements could differ significantly from the unaudited

information originally provided to PMGC.

The June 1, 2026 announcement can be reviewed here: PMGC

Holdings Signs Non-Binding Letter of Intent to Acquire Majority Stake in U.S.-Based Precision Machining Manufacturing Company Serving

Aerospace, Space, Defense, and Semiconductor Markets

Following commencement of the financial review and GAAP audit process

contemplated in the original announcement, PMGC conducted a detailed review of the target’s historical financial performance. The

diligence process performed as designed: although the target demonstrated strong operational capabilities, the historical financial profile

was less favorable than management had anticipated.

After weighing the historical results, the proposed acquisition price,

expected working capital requirements, and the additional capital PMGC believed would be required following closing of the transaction

contemplated by the LOI, the Company determined that the total cost of the transaction no longer met its risk-adjusted return criteria.

PMGC therefore elected to terminate the LOI and discontinue pursuit of the proposed acquisition. The Company did not incur a breakup fee

or termination penalty in connection with this termination decision.

Active M&A Pipeline

The Company maintains a dedicated M&A team that is actively identifying,

evaluating, and pursuing potential acquisition opportunities. PMGC continues to receive inbound opportunities and proactively source transactions,

including accretive bolt-on acquisitions, standalone businesses, and strategic carve-outs that may complement or expand the Company’s

existing portfolio.

PMGC is currently evaluating multiple opportunities and remains committed

to a disciplined approach to valuation, financial performance, strategic fit, and potential return on invested capital. The Company believes

this discipline, demonstrated by its decision to terminate the LOI, is essential to creating durable long-term shareholder value in a

competitive acquisition environment.

Increasing Investment in Aerospace & Defense Manufacturing,

Robotics and Automation

While PMGC continues to evaluate strategic acquisition opportunities,

the Company is also proactively investing in its existing aerospace and defense manufacturing businesses to increase capacity, improve

efficiency, and support organic growth.

To date, PMGC has invested in advanced manufacturing equipment, including

a 5-axis machining center, a CNC lathe with Y-axis and live tooling and, most recently, a Swiss-type CNC lathe with bar feeder. The Swiss-type

machine expands the Company’s precision machining capabilities, supports greater automation, and enables lights-out manufacturing,

reducing operator dependency and increasing machine utilization across certain production runs.

PMGC is also evaluating additional robotics and automation technologies,

including robotic machine tending, automated material handling, inspection systems, and production monitoring, with the goal of extending

operating hours, increasing output, and improving scalability without a proportional increase in fixed overhead.

Integration of Portfolio Companies and Operating Efficiencies

PMGC has taken steps to create greater operational efficiency across

its manufacturing portfolio. During 2026, the Company merged two of its precision manufacturing businesses, creating opportunities to

consolidate duplicative functions and better utilize shared resources across the combined operation.

PMGC believes greater integration will enable its businesses to share

personnel, equipment, manufacturing capacity, quality systems, and administrative infrastructure, and will streamline the onboarding of

future bolt-on acquisitions while allowing each business to continue supporting its respective customer relationships. The Company intends

to evaluate similar opportunities across its broader portfolio where integration can improve operational efficiency, equipment utilization,

and production capacity.

Over time, PMGC believes this operating model could help reduce production

bottlenecks, improve asset utilization, and enable the Company to offer a broader range of manufacturing capabilities across its portfolio.

About PMGC Holdings Inc.

PMGC Holdings Inc. is a diversified holding company that manages and

grows its portfolio through strategic acquisitions, investments, and development across various industries. We are committed to exploring

opportunities in multiple sectors to maximize growth and value. For more information, please visit https://www.pmgcholdings.com.

Forward-Looking Statements

Statements contained in this press release regarding matters that are

not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of

1995, as amended. Words such as “believes,” “expects,” “plans,” “potential,” “would”

and “future” or similar expressions such as “look forward” are intended to identify forward-looking statements. Forward-looking

statements are made as of the date of this press release and are neither historical facts nor assurances of future performance. Instead,

they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies,

projections, anticipated events and trends, the economy, activities of regulators and future regulations and other future conditions.

Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances

that are difficult to predict and many of which are outside of our control. Although the Company believes that the expectations expressed

in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company

cautions investors that actual results may differ materially from the anticipated results. Therefore, you should not rely on any of these

forward-looking statements. These and other risks are described more fully in PMGC’s filings with the United States Securities and

Exchange Commission (“SEC”), including the “Risk Factors” section of the Company’s Annual Report on Form 10-K

for the year ended December 31, 2025, filed with the SEC on March 30, 2026, and its other documents subsequently filed with or furnished

to the SEC. Investors and security holders are urged to read these documents free of charge on the SEC’s web site at www.sec.gov.

All forward-looking statements contained in this press release speak only as of the date on which they were made. Except to the extent

required by law, the Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist

after the date on which they were made.

IR Contact: IR@pmgcholdings.com

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For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

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No definition available.

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- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

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No definition available.

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- Definition

Address Line 1 such as Attn, Building Name, Street Name

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- Definition

Name of the City or Town

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- Definition

Code for the postal or zip code

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- Definition

Name of the state or province.

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- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Indicate if registrant meets the emerging growth company criteria.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 7A

-Section B

-Subsection 2

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- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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No definition available.

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- Definition

Two-character EDGAR code representing the state or country of incorporation.

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No definition available.

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- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Local phone number for entity.

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No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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- Definition

Title of a 12(b) registered security.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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