PMGC Holdings Inc 2024年度报告

FORM10-K ☒ANNUAL REPORT PURUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31,2024 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number:001-41875 PMGC HOLDINGS INC.(Exact name of registrant as specified in its charter) Nevada33-2382547(State or other jurisdiction of(I.R.S. Employer Graydon Bensler120 Newport Center Drive,Suite 249Newport Beach,CA92660(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: Name of each exchange on whichregistered: The Nasdaq Stock Market LLC Securities registered pursuant to Section 12(g) of the Act: None(Title of class) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant Section 13 or 15(d) of the Exchange Act. Yes☐No☒ Note- Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the ExchangeAct from their obligations under those Sections. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that 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 submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant 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 reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filerNon-accelerated filer ☐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 forcomplying 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 has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ The aggregate market value of the voting and non-voting shares of the Company’s common stock held by non-affiliates as of June 30,2024 based on the last sale of the Company’s common stock of $0.589, was approximately $7,609,535.44. As of March 26, 2025, there were707,106of the registrant’s common stock par value $0.001 per share, issued and outstanding. PMGC HOLDINGS INC.ANNUAL REPORT ON FORM 10-KFOR THE FISCAL YEAR ENDEDDECEMBER 31, 2024 PagePART I1ITEM 1.Business1ITEM 1A.Risk Factors20ITEM 1B.Unresolved Staff Comments50ITEM 1C.Cybersecurity50ITEM 2.Properties51ITEM 3.Legal Proceedings51ITEM 4.Mine Safety Disclosures51PART II52ITEM 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities52ITEM 6.Reserved53ITEM 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations53ITEM 7A.Quantitative and Qualitative Disclosures about Market Risk58ITEM 8.Financial Statements and Supplementary Data59ITEM 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure59ITEM 9A.Controls and Procedures59ITEM 9B.Other Information60ITEM 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections60PART III61ITEM 10.Directors, Executive Officers and Corporate Governance61ITEM 11.Executive Compensation66ITEM 12.Security Ownership of Ce