UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For The Quarterly Period Ended June 30, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-41875

PMGC HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Nevada		33-2382547
(State of incorporation)		(I.R.S. Employer Identification No.)

Graydon Bensler

120 Newport Center Drive

Newport Beach, CA 92660

(Address of principal executive office) (Zip code)

(888) 445-4886

(Registrant’s telephone number, including area code)

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, par value $0.0001 per share		ELAB		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, during the preceding 12 months (or for such shorter period than the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 14, 2026, there were 8,095,793 shares of our common stock, par value $0.0001 per share, issued and outstanding.

PMGC Holdings Inc. Quarterly Report on Form 10-Q

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION		1

Item 1.	Financial Statements	1

	Notes to Unaudited Condensed Consolidated Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	31

Item 3.	Quantitative and Qualitative Disclosure About Market Risk	42

Item 4.	Controls and Procedures	42

PART II - OTHER INFORMATION		43

Item 1.	Legal Proceedings	43

Item 1A.	Risk Factors	43

Item 2.	Recent Sales of Unregistered Securities; Use of Proceeds and Issuer Purchases of Equity Securities	43

Item 3.	Defaults Upon Senior Securities	43

Item 4.	Mine Safety Disclosures	43

Item 5.	Other Information	43

Item 6.	Exhibits	44

SIGNATURES		45

Forward-Looking Statements

This Quarterly Report on Form 10-Q (this “Quarterly Report”) of PMGC Holdings Inc. (“we,” “us,” “our,” “PMGC” and the “Company”) contains statements that constitute “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Any statements that are not statements of historical facts may be deemed to be forward-looking statements. These statements appear in several different places in this Quarterly Report and, in some cases, can be identified by words such as “anticipates,” “estimates,” “projects,” “expects,” “contemplates,” “intends,” “believes,” “plans,” “may,” “will” or their negatives or other comparable words, although not all forward-looking statements contain these identifying words. Forward-looking statements in this Quarterly Report may include, but are not limited to, statements and/or information related to: our financial performance and projections; our business prospects and opportunities; our business strategy and future operations; the projection of timing and delivery of products in the future; projected costs; expected production capacity; expectations regarding demand and acceptance of our products; estimated costs of research and development to develop new pipeline products; trends in the market in which we operate; the plans and objectives of management; our liquidity and capital requirements, including cash flows and uses of cash; trends relating to our industry; and plans relating to our current products.

We have based these forward-looking statements on our current expectations about future events on information that is available as of the date of this Quarterly Report, and any forward-looking statements made by us speak only as of the date on which they are made. While we believe these expectations are reasonable, such forward-looking statements are inherently subject to risks and uncertainties, many of which are beyond our control. Our actual future results may differ materially from those discussed or implied in our forward-looking statements for various reasons, including, our ability to change the direction of the Company; our ability to keep pace with new technology and changing market needs; our capital needs, and the competitive environment of our business. Additional factors that could contribute to such differences include, but are not limited to:

●

general economic and business conditions, including changes in interest rates;

●

prices of other competitive products, costs associated with research and development of our products and other economic conditions;

●

the effect of an outbreak of disease or similar public health threat, such as any future outbreak of COVID-19 on our business (natural phenomena, including the lingering effects of the COVID-19 pandemic);

●

the impact of political unrest, natural disasters or other crises, terrorist acts, acts of war and/or military operations, and our ability to maintain or broaden our business relationships and develop new relationships with strategic alliances, suppliers, customers, distributors or otherwise;

●

breaches in data security, failure of information security systems, cyber-attacks or other security or privacy-related incidents affecting us or our suppliers;

●

the ability of our information technology systems or information security systems to operate effectively;

●

actions by government authorities, including changes in government regulation;

●

uncertainties associated with legal proceedings;

●

changes in the size of the medical aesthetics, cosmetics and biotechnology market;

●

future decisions by management in response to changing conditions;

●

disruption of supply or shortage of raw materials;

●

the unavailability, reduction or elimination of government and economic incentives;

●

failure to manage future growth effectively; and

●

the other risks and uncertainties detailed from time to time in our filings with the U.S. Securities and Exchange Commission (“SEC”), including, but not limited to, those described under “Risk Factors” in Part I, Item 1A 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 (the “Form 10-K”).

Although management has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There is no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such forward-looking statements. Accordingly, readers should not place undue reliance on forward-looking statements. These cautionary remarks expressly qualify, in their entirety, all forward-looking statements attributable to us or persons acting on our behalf. We do not undertake to update any forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting such statements, except as, and to the extent required by, applicable securities laws.

PART I - FINANCIAL INFORMATION

Item 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Condensed Consolidated Financial Statements of

PMGC Holdings Inc.

For the six months ended June 30, 2026, and 2025

(Unaudited - Expressed in United States Dollars)

PMGC Holdings Inc.

Condensed Consolidated Balance Sheets

(Unaudited - Expressed in United States dollars)

As of:	June 30, 2026			December 31, 2025
ASSETS
Current Assets
Cash	$	18,141,758		$	5,402,333
Receivables, net		421,859			245,423
Other receivables		181,628			95,108
Prepaids and deposits		504,599			461,239
Inventory		932,508			95,098
Investment in securities- current		650,598			572,054
Total Current Assets		20,832,950			6,871,255

Operating lease right-of-use-assets		4,800,629			1,241,527
Property and equipment, net		1,901,625			885,520
Intangibles, net		5,993,815			2,892,397
Goodwill		3,035,477			977,774
TOTAL ASSETS	$	36,564,496		$	12,868,473
LIABILITIES
Current Liabilities
Accounts payable and accrued liabilities	$	1,272,099		$	697,633
Due to related parties		1,757,523			1,032,895
Current portion of consideration payable		1,785,277			206,250
Current portion of operating lease liability		647,472			247,627
Current portion of equipment financing payable		46,751			-
Derivative liabilities		743,942			418,412
Current portion of promissory notes payable		-			85,000
Convertible debt		9,075,483			1,254,479
Total Current Liabilities		15,328,547			3,942,296

Promissory notes payable		-			85,000
Operating lease liability		4,193,830			972,843
Equipment financing payable		274,248			-
Deferred tax liabilities		30,972			30,972
TOTAL LIABILITIES	$	19,827,597		$	5,031,111
Commitments and Contingencies
EQUITY
Preferred stock $0.0001 par value; 500,000,000 stock authorized:
Series B preferred stock, 6,372,874 and 6,372,874 shares issued and outstanding as of June 30, 2026, and December 31, 2025, respectively		637			637
Common stock, $0.0001 par value, 1,000,000,000 shares authorized; 6,153,780 and 80,699 shares issued and outstanding as of June 30, 2026, and December 31, 2025, respectively (1)		615			8
Additional paid-in capital		45,661,728			28,856,496
Accumulated other comprehensive income		-			(2,339	)
Accumulated deficit		(28,926,081	)		(21,017,440	)
TOTAL EQUITY		16,736,899			7,837,362
TOTAL LIABILITIES AND EQUITY	$	36,564,496		$	12,868,473

⁽¹⁾

Reflects the 1-for-3.5 reverse stock split that became effective on September 2, 2025, the 1-for-4 reverse stock split that became effective on January 6, 2026, and the 1-for-6 reverse stock split that became effective on March 10, 2026. On a combined basis, this reflects retrospectively a reverse stock split of 1-for-84

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

PMGC Holdings Inc.

Condensed Consolidated Statements of Operations and Comprehensive Loss

For the three months and six months ended June 30, 2026 and June 30, 2025

(Unaudited - Expressed in United States dollars)

	Three months ended June 30, 2026			Three months ended June 30, 2025			Six months ended June 30, 2026			Six months ended June 30, 2025

Revenue	$	1,306,610			-			1,988,604			-
Total revenue		1,306,610			-			1,988,604			-

Cost of Goods Sold		920,919			-			1,372,439			-
Gross margin	$	385,691			-			616,165			-

Operating expenses
Bad debt expense		-			-			1,567			-
Depreciation and amortization		281,237			20			440,681			1,105
Marketing and promotion		25,403			82,329			59,767			117,923
Consulting fees		1,225,200			198,345			2,435,215			745,902
Office and administrative		1,605,320			319,839			2,987,056			528,870
Professional fees		552,556			284,175			1,144,579			550,643
Investor relations		29,265			46,827			45,398			116,777
Research and development		310,219			66,675			357,280			99,108
Repairs and maintenance		111,233			-			112,647			-
Foreign exchange (gain) loss		9,030			(883	)		20,580			(497	)
Travel and entertainment		63,437			16,191			171,778			55,411
Total operating expenses	$	4,212,900			1,013,518			7,776,548			2,215,242

Other income (expense)
Finance cost		(58,987	)		-			(620,909	)		-
Change in fair value of derivative liabilities		1,383,046			-			701,920			-
Dividend income		1,938			3,016			4,427			3,016
Gain on the termination of the intangible asset		-			-			-			129,613
Interest income		83,159			36,527			146,080			65,383
Interest expense		(582,241	)		(2	)		(1,056,411	)		(10,476	)
Realized gain (loss) on investments		63,241			95,184			86,392			(371,494	)
Unrealized gain (loss) on investments		(32,265	)		299,303			5,322			238,899
Gain(loss) on disposal of PP&E		900			-			(63,345	)		-
Other income		9,446			-			11,175			-
Net loss from continuing operations	$	(2,958,972	)		(579,490	)		(7,945,732	)		(2,160,301	)

Net income (loss) from discontinued operations (Note 4)		17,590			17,135			37,091			(10,509	)
Total net loss		(2,941,382	)		(562,355	)		(7,908,641	)		(2,170,810	)
Other comprehensive income (loss)
Currency translation adjustment		-			(406	)		2,339			(885	)
Total comprehensive loss	$	(2,941,382	)		(562,761	)		(7,906,302	)		(2,171,695	)

Basic and diluted loss per share
Continuing operations	$	(0.607	)		(39.138	)		(2.973	)		(202.484	)
Discontinued operations	$	0.004			1.157			0.014			(0.985	)
Weighted average shares outstanding⁽¹⁾		4,876,498			14,806			2,672,745			10,669

(1)

PMGC Holdings Inc.

Condensed Consolidated Statements of Changes in Stockholders’ Equity

For the three months ended June 30, 2026, and 2025

(Unaudited - Expressed in United States dollars)

	Common Stock				Series B Preferred Stock				Additional					Accumulated other
	Number of shares		Amount		Number of shares		Amount		paid-in capital		Accumulated deficit			comprehensive income			Total
	#		$		#		$		$		$			$			$
Balance, April 1, 2025		8,419		1		6,372,874		637		23,006,772		(14,878,082	)		(816	)		8,128,512
Issued and issuable shares for acquisition of intangible assets		143		-		-		-		-		-			-			-
Exercise of Pre-funded Warrants		1,968		-		-		-		-		-			-			-
Issuance of common shares under ATM program		7,062		1		-		-		1,467,581		-			-			1,467,582
Share-based compensation		-		-		-		-		15,842		-			-			15,842
Net loss for the period		-		-		-		-		-		(562,355	)		-			(562,355	)
Currency translation adjustment		-		-		-		-		-		-			(406	)		(406	)
Balance, June 30, 2025		17,592		2		6,372,874		637		24,490,195		(15,440,437	)		(1,222	)		9,049,175

Balance, April 1, 2026		1,936,771		194		6,372,874		637		38,590,322		(25,984,699	)		-			12,606,454
Issuance of common shares in the partial settlement of Pre-Paid Purchases		3,954,542		395		-		-		6,005,380		-			-			6,005,775
Issuance of registered shares		262,467		26		-		-		891,481		-			-			891,507
Share-based compensation		-		-		-		-		174,545		-			-			174,545
Net loss for the period		-		-		-		-		-		(2,941,382	)		-			(2,941,382	)
Balance, June 30, 2026		6,153,780		615		6,372,874		637		45,661,728		(28,926,081	)		-			16,736,899

PMGC Holdings Inc.

Condensed Consolidated Statements of Changes in Stockholders’ Equity

For the six months ended June 30, 2026, and 2025

(Unaudited - Expressed in United States dollars)

	Common Stock					Series B Preferred Stock				Additional						Accumulated other
	Number of shares			Amount		Number of shares		Amount		paid-in capital			Accumulated deficit			comprehensive income			Total
	#			$		#		$		$			$			$			$

Balance, January 1, 2025		5,227			1		-		-		19,929,527			(13,269,627	)		(337	)		6,659,564
Settlement of accrued bonus liability		-			-		6,372,874		637		149,363			-			-			150,000
Issued and issuable shares for acquisition of intangible assets		148			-		-		-		43,535			-			-			43,535
Exercise of Series A Warrants		1,649			-		-		-		1,698,058			-			-			1,698,058
Issued pursuant to the registered direct offering		1,538			-		-		-		1,245,306			-			-			1,245,306
Repurchase of shares		(1	)		-		-		-		(179	)		-			-			(179	)
Round up shares due to reverse stock splits		1			-		-		-		-			-			-			-
Exercise of Pre-funded Warrants		1,968			-		-		-		-			-			-			-
Issuance of common shares under ATM program		7,062			1		-		-		1,467,581			-			-			1,467,582
Share-based compensation		-			-		-		-		(42,996	)		-			-			(42,996	)
Net loss for the period		-			-		-		-		-			(2,170,810	)		-			(2,170,810	)
Currency translation adjustment		-			-		-		-		-			-			(885	)		(885	)
Balance, June 30, 2025		17,592			2		6,372,874		637		24,490,195			(15,440,437	)		(1,222	)		9,049,175

Balance, January 1, 2026		80,699			8		6,372,874		637		28,856,496			(21,017,440	)		(2,339	)		7,837,362
Reverse stock split effect		(4	)		-		-		-		(1	)		-			-			(1	)
Issuance of common shares in the partial settlement of the Pre-Paid Purchases		5,810,618			581		-		-		15,730,991			-			-			15,731,572
Issuance of registered shares		262,467			26		-		-		891,481			-			-			891,507
Share-based compensation		-			-		-		-		182,761			-			-			182,761
Net loss for the period		-			-		-		-		-			(7,908,641	)		-			(7,908,641	)
Currency translation adjustment		-			-		-		-		-			-			2,339			2,339
Balance, June 30, 2026		6,153,780			615		6,372,874		637		45,661,728			(28,926,081	)		-			16,736,899

⁽¹⁾

PMGC Holdings Inc.

Condensed Consolidated Statements of Cash Flows

For the six months ended June 30, 2026, and 2025

(Unaudited - Expressed in United States dollars)

	June 30, 2026			June 30, 2025
Operating activities
Net loss	$	(7,908,641	)	$	(2,170,810	)
Adjustments to reconcile net loss to net cash used in operating activities:
Bad debt expense		1,567			-
Depreciation and amortization		479,307			1,622
Finance cost		620,503
Share-based compensation		182,761			(42,996	)
Straight-line rent expense		61,730			(230	)
Change in fair value of derivative liabilities		(701,920	)		-
Non-cash interest expense		1,040,865			9,684
Research and development costs for intangible assets		-			14,358
Gain on termination of intangible asset		-			(129,613	)
Loss on the sale of Skincare		-			39,676
Loss on disposal of PP&E		63,345			-
Realized loss (gain) on sale of investments		(86,392	)		371,494
Unrealized loss(gain) on investments		(5,322	)		(238,899	)

Changes in operating assets and liabilities:
Receivables and other receivables		529,958			(104,473	)
Prepaid expenses and deposits		(37,000	)		120,999
Inventory		(278,909	)		22,966
Accounts payable and accrued liabilities		1,081,564			(169,268	)
Customer deposits		-			(20,496	)
Due to related parties		(10,790	)		(397,728	)
Cash flows used in operating activities¹	$	(4,967,374	)	$	(2,693,714	)

Investing activities
Purchase of investments		(2,870,818	)		(995,100	)
Proceeds from sale of investments		2,883,988			1,109,921
Purchase of equipment		(335,518	)		-
Acquisition of businesses, net of cash acquired		(5,846,192	)		-
Issuance of promissory note		-			(127,300	)
Purchase of intangible assets		-			(6,000	)
Cash flows used in investing activities¹	$	(6,168,540	)	$	(18,479	)

Financing activities
Exercise of Series A warrants		-			1,938,772
Proceeds from the issuance of common stock and warrants		-			1,484,028
Share issuance costs		-			(531,290	)
Repurchase of shares and warrants		-			(179	)
Issuance of common shares under ATM agreement		-			1,519,437
Repayment towards promissory note		(170,000	)		-
Equipment financing proceeds		353,468			-
Repayment towards equipment financing		(131,585	)		-
Proceeds from the Pre-Paid Purchases of Equity Purchase Facility (“ELOC”), net		22,929,610			-
Proceeds from issuance of registered shares		891,507			-
Cash flows provided by financing activities	$	23,873,000		$	4,410,768
Effect of exchange rate changes on cash		2,339			(400	)

Increase in cash		12,739,425			1,698,175
Cash, beginning of period		5,402,333			3,984,453
Cash, ending of period	$	18,141,758		$	5,682,628

PMGC Holdings Inc.

Condensed Consolidated Statements of Cash Flows

For the six months ended June 30, 2026, and 2025

(Unaudited - Expressed in United States dollars)

Supplemental cash flow information:
Cash paid for interest	$	135,220	$	791
Cash paid for taxes		-		-

Non-cash Investing and Financing transactions:
Common stock issued and issuable on acquisition of intangible asset		-		43,535
Shares received as proceeds for the sale of Skincare		-		728,550
Series B preferred shares issues to settle accrued bonus liability		-		150,000
Consideration payable settled through termination of the agreement		-		894,151
Common stock issued to settle a portion of the ELOC		15,731,572		-

¹	Refer to Note 4 for disclosure of cash flows used in operating and investing activities of discontinued operations.

Organization and nature of operations

PMGC Holdings Inc. (formerly Elevai Labs Inc.) (“PMGC”) was incorporated under the laws of the State of Delaware on June 9, 2020. During 2024, PMGC completed a reorganization that included a name change and redomiciling from Delaware to Nevada. PMGC and its 100% owned subsidiaries, PMGC Research Inc. (formerly Elevai Research Inc) (“PMGC Research”), PMGC Impasse Corp (formerly Elevai Skincare Inc.), NorthStrive Biosciences Inc. (formerly Elevai Biosciences, Inc), “NorthStrive Biosciences”, PMGC Capital LLC (“Pacific Capital”), Pacific Sun Packaging Inc. (“Pacific Sun”), AGA Precision Systems LLC (“AGA”), ELAB Opportunity Holdings LLC (“ELAB Opportunity”) and SVM Machining Inc.(“SVM”), NorthStrive Defense Tech LLC (“NorthStrive Defense Tech”), A&B Aerospace, Inc. (“A&B”) and NorthStrive Sponsor I LLC (the “Sponsor”), together with NorthStrive Acquisition Corp I, which is 51% owned by PMGC, are collectively referred to in these consolidated financial statements as “the Company.”

As part of its diversification and growth strategy, the Company completed the following acquisitions during the six months ended June 30, 2026:

	●	On February 2, 2026, the Company completed the acquisition of SVM Machining, Inc., a California-based precision machining and aerospace manufacturing company (Note 5).

	●	On May 11, 2026, the Company completed the acquisition of A&B Aerospace, Inc., a California-based precision machining company serving aerospace customers (Note 5).

On April 2, 2026, the Company announced the formation of a new wholly owned subsidiary, NorthStrive Defense Tech LLC (“NorthStrive Defense Tech”). NorthStrive Defense Tech was established to operate in the defense technology sector, with an initial focus on drone technology, autonomous systems, and next-generation unmanned defense solutions. The Company intends for NorthStrive Defense Tech to serve as a platform to identify, acquire, license, and commercialize advanced defense technologies through acquisitions, licensing arrangements, strategic partnerships, and other commercialization pathways. The Company expects to leverage its existing operating subsidiaries, including AGA Precision Systems LLC and SVM Machining, Inc., which operate within the aerospace, defense, and space sectors, to support potential commercialization opportunities.

NorthStrive Sponsor I LLC (the “Sponsor”) is a wholly owned subsidiary of PMGC. The Sponsor acts as sponsor of NorthStrive Acquisition Corp I (“NorthStrive Acquisition”), a special purpose acquisition company incorporated as an exempted company with limited liability under the laws of the Cayman Islands with effect from April 27, 2026, and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. PMGC holds a 51% interest in NorthStrive Acquisition.

PMGC currently manages and operates a diverse portfolio of wholly owned subsidiaries:

●

NorthStrive BioSciences Inc. – 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 – 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.

●

ELAB Opportunity - a wholly owned Utah subsidiary which was formed to facilitate and hold assets related to the Company’s secured pre-paid purchase and financing collateral arrangements. ELAB Opportunity supports the Company’s strategic financing structure and related treasury activities.

●

Pacific Sun- a California-based custom IT packaging company providing innovative, sustainable, and technology-driven packaging solutions to industrial and consumer markets.

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AGA - a California-based precision engineering and CNC machining company specializing in the design and production of high-tolerance components for industrial and technology applications. In October 2025, AGA acquired substantially all the operating assets of Indarg Engineering, Inc. AGA expands PMGC’s advanced manufacturing footprint and enhances its capacity to deliver vertically integrated engineering and production solutions across multiple sectors.

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SVM - a California-based precision machining and aerospace manufacturing company specializing in high-precision components and complex machining solutions for aerospace, defense, and industrial applications. SVM enhances PMGC’s advanced manufacturing capabilities and expands the Company’s footprint in the aerospace and defense sectors.

	●	NorthStrive Defense Tech - a wholly owned subsidiary focused on defense technology, including drone technology, autonomous systems, and next-generation unmanned defense solutions. NorthStrive Defense Tech was formed to identify, acquire, license, and commercialize advanced defense technologies.
	●	A&B - a California-based precision machining company producing high-tolerance machined components and assemblies for aerospace customers. A&B further extends PMGC’s aerospace manufacturing capacity and its qualification and certification base.
	●	NorthStrive Sponsor I - a wholly owned subsidiary that acts as the sponsor of NorthStrive Acquisition Corp I, a special purpose acquisition company. The Sponsor was formed to hold the Company’s sponsor interest in, and to fund the formation and offering costs of, that special purpose acquisition company.
	●	NorthStrive Acquisition Corp I - a special purpose acquisition company incorporated as an exempted company with limited liability under the laws of the Cayman Islands with effect from April 27, 2026, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

Going Concern

These unaudited condensed consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders and the ability of the Company to obtain necessary equity financing to continue operations, and ultimately the attainment of profitable operations.

As of June 30, 2026, and December 31, 2025, the Company had net working capital of $5,504,403 and $2,928,959, respectively, and an accumulated deficit of $28,926,081 and $21,017,440, respectively. Furthermore, for the six months ended June 30, 2026, and 2025, the Company incurred net losses of $7,908,641 and $2,170,810, respectively, and used $4,967,374