PMGC Holdings Inc美股招股说明书(2025-04-24版)

PROSPECTUS SUPPLEMENTTo Prospectus dated January 24, 2025 Up to $1,737,635 PMGC Holdings Inc. (the “Company,” “we,” or “us”) has entered into an at-the-market issuance sales agreement (the “SalesAgreement”) with Univest Securities, LLC (the “Sales Agent”), relating to shares of our common stock, par value $0.0001 per share,offered by this prospectus supplement. In accordance with the terms of the Sales Agreement, we may offer and sell shares of ourcommon stock having an aggregate offering price of up to $1,737,635 from time to time, through the Sales Agent. Our shares of common stock are traded on the NASDAQ Capital Market (“Nasdaq”) under the symbol “ELAB.” On April 23, 2025,the closing price of our shares of Common Stock on the Nasdaq was $2.91 per share. Sales of our common stock, if any, under this prospectus supplement may be made in sales deemed to be “at-the-market” equityofferings as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), including salesmade directly on or through Nasdaq, the existing trading market for our common stock, sales made to or through a market maker otherthan on an exchange or otherwise, directly to the sales agent as principal, in negotiated transactions at market prices prevailing at thetime of sale or at prices related to such prevailing market prices, and/or in any other method permitted by law. If we and the SalesAgent agree on any method of distribution other than sales of shares of our common stock into the Nasdaq or another existing tradingmarket in the United States at market prices, we will file a further prospectus supplement providing all information about such offeringas required by Rule 424(b) under the Securities Act. The Sales Agent will act as sales agent on a commercially reasonable efforts basisconsistent with its normal trading and sales practices. There is no arrangement for funds to be received in any escrow, trust or similararrangement. The Sales Agent will be entitled to a placement fee of 3.5% of the gross sales price per share sold. In connection with the sale of ourshares of common stock on our behalf, the Sales Agent will be deemed to be an “underwriter” within the meaning of the Securities Actand the compensation of the Sales Agent will be deemed to be underwriting commissions or discounts. As of April 24, 2025, the aggregate market value of our common stock held by non-affiliates pursuant to General Instruction I.B.6 ofForm S-3 was $9,664,990.60, which is based on 879,451 shares of our common stock outstanding held by non-affiliates and a price of$10.9898 per share, the closing price of our common stock on February 24, 2025. We are an “emerging growth company” and “smaller reporting company” under the federal securities laws and we have elected tocomply with certain reduced public company reporting requirements. Investing in our Common Stock involves a high degree of risk and uncertainty. See “Risk Factors” beginning on page S-10ofthis prospectus supplement to read about the risks you should consider before purchasing our Common Stock. NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSIONHAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACYOF THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS. ANY REPRESENTATION TO THECONTRARY IS A CRIMINAL OFFENSE. Univest Securities, LLC The date of this prospectus supplement is April 24, 2025. TABLE OF CONTENTS Page ABOUT THIS PROSPECTUS SUPPLEMENTS-iiSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSS-iiiPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-9RISK FACTORSS-10USE OF PROCEEDSS-14DIVIDEND POLICYS-14DESCRIPTION OF CAPITAL STOCKS-15PLAN OF DISTRIBUTIONS-17LEGAL MATTERSS-18EXPERTSS-19WHERE YOU CAN FIND ADDITIONAL INFORMATIONS-19INFORMATION INCORPORATED BY REFERENCES-20 ABOUT THIS PROSPECTUSiSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSiiMARKET DATAiiTRADEMARKSiiPROSPECTUS SUMMARY1RISK FACTORS7USE OF PROCEEDS35DIVIDEND POLICY36BUSINESS37THE SECURITIES WE MAY OFFER48DESCRIPTION OF CAPITAL STOCK49DESCRIPTION OF WARRANTS51DESCRIPTION OF DEBT SECURITIES52DESCRIPTION OF RIGHTS58DESCRIPTION OF UNITS59PLAN OF DISTRIBUTION60LEGAL MATTERS62EXPERTS62WHERE YOU CAN FIND ADDITIONAL INFORMATION62INFORMATION INCORPORATED BY REFERENCE63 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus are part of a registration statement that we filed with the U.S. Securitiesand Exchange Commission (the “SEC”), utilizing a “shelf” registration process. This document consists of two parts. The first part is this prospectus supplement, which describes the specific terms of this offeringdescribed herein and the securities offered hereby, and also adds to and updates information contained in the accompanying baseprospectus and the documents incorporated by reference into this prospectus supplement and the base prospectus. The second part, the base prospectus,