PMGC Holdings Inc美股招股说明书(2025-04-24版)

PROSPECTUS SUPPLEMENTTo Prospectus dated January 24, 2025 PMGC Holdings Inc. (the “Company,” “we,” or “us”) has entered into an at-the-market issuance sales agreement(the “Sales Agreement”) 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 SalesAgreement, we may offer and sell shares of our common 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.” OnApril 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” equity offerings as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the“Securities Act”), including sales made directly on or through Nasdaq, the existing trading market for our commonstock, sales made to or through a market maker other than on an exchange or otherwise, directly to the sales agent asprincipal, in negotiated transactions at market prices prevailing at the time of sale or at prices related to suchprevailing market prices, and/or in any other method permitted by law. If we and the Sales Agent agree on anymethod 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 informationabout such offering as required by Rule 424(b) under the Securities Act. The Sales Agent will act as sales agent on acommercially reasonable efforts basis consistent with its normal trading and sales practices. There is no arrangementfor funds to be received in any escrow, trust or similar arrangement. The Sales Agent will be entitled to a placement fee of 3.5% of the gross sales price per share sold. In connectionwith the sale of our shares of common stock on our behalf, the Sales Agent will be deemed to be an “underwriter”within the meaning of the Securities Act and the compensation of the Sales Agent will be deemed to be underwritingcommissions or discounts. As of April 24, 2025, the aggregate market value of our common stock held by non-affiliates pursuant to GeneralInstruction I.B.6 of Form S-3 was $9,664,990.60, which is based on 879,451 shares of our common stockoutstanding held by non-affiliates and a price of $10.9898 per share, the closing price of our common stock onFebruary 24, 2025. We are an “emerging growth company” and “smaller reporting company” under the federal securities laws and wehave elected to comply with certain reduced public company reporting requirements. Investing in our Common Stock involves a high degree of risk and uncertainty. See “Risk Factors” beginningon page S-10 of this prospectus supplement to read about the risks you should consider before purchasing ourCommon Stock. NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIESCOMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPONTHEADEQUACYORACCURACYOFTHISPROSPECTUSSUPPLEMENTORTHEACCOMPANYING PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINALOFFENSE. Univest Securities, LLC The date of this prospectus supplement is April 24, 2025. TABLE OF CONTENTS PROSPECTUS SUPPLEMENT 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 BASE PROSPECTUS ABOUT THIS PROSPECTUSiSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSiiMARKET DATAiiTRADEMARKSiiPROSPECTUS SUMMARY1RISK FACTORS7USE OF PROCEEDS35DIVIDEND POLICY36BUSINESS37THE SECURITIES WE MAY OFFER48DESCRIPTION OF CAPITAL STOCK49DESCRIPTION OF WARRANTS51 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus are part of a registration statement that we filed withthe U.S. Securities and 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 termsof this offering described herein and the securities offered hereby, and also adds to and updates informationcontained in the accompanying base prospectus and the documents incorporated by reference into this prospectussupplement and the base prospectus. The second part, the base prospectus, gives more general information about securities we may offer from time totime, some of which does not apply to this offering. Generally, when we refer only to the prospectus, we arereferring to bo