PMGC Holdings Inc美股招股说明书(2025-12-03版)

PMGC Holdings Inc. This prospectus relates to the offer and sale, from time to time, by certain selling security holders identified in this prospectus, or theirpermitted transferees, of up to 5,000,000 shares of common stock, par value $0.0001 per share (“Common Stock”), including: (i)56,700 shares of Common Stock issued as commitment shares (“Commitment Shares”) to Streeterville Capital, LLC, a Utah limitedcompany (“Streeterville”) under that certain Securities Purchase Agreement dated September 23, 2025 between us and Streeterville(“Purchase Agreement”), on the closing of the issuance and sale of Secured Pre-Paid Purchase # 1 (“Initial Pre-Paid PurchaseClosing”) in the principal amount of $5,000,000 (“Initial Pre-Paid Purchase”), which closing took place on September 26, 2025(“Initial Pre-Paid Purchase Closing Date”); (ii) 10,300 shares of Common Stock issued as pre-delivery shares (“Pre-Delivery Shares”)to Streeterville on the Initial Pre-Paid Purchase Closing Date; and (iii) 4,933,000 shares of Common Stock which may be sold, fromtime to time, to Streeterville under the Initial Pre-Paid Purchase or any additional Pre-Paid Purchases that are outstanding from time totime (such shares, together with the Warrant Shares, the Commitment Shares, and the Pre-Delivery Shares are collectively referred toherein as the “Shares”). A majority of our shareholders have approved the issuances of the shares of Common Stock under the Purchase Agreement, the InitialPre-Paid Purchase, and any additional Pre-Paid Purchases (as defined in the Purchase Agreement, and, together with the PurchaseAgreement, the Initial Pre-Paid Purchase and the ancillary agreements to the Purchase Agreement, the “Transaction Documents”),including, without limitation, the potential issuance of shares under the Transaction Documents in excess of the requirements ofNasdaq Listing Rule 5635(d). We have filed a Preliminary Information Statement pursuant to Section14 of the Securities ExchangeAct of 1934, as amended (the “Exchange Act”) and will file a Definitive Information Statement within the time frame prescribed bySection 14 of the Exchange Act. After 20 calendar days of mailing the Definitive Information Statement, we will be permitted to beissue shares of Common Stock under the Transaction Documents in excess of the requirements of Nasdaq Listing Rule 5635(d). Included within the 4,933,000 offered by Streeterville under this prospectus are additional Pre-Delivery Shares that may be issuedfrom time to time under the Initial Pre-Paid Purchase up to the Pre-Delivery Purchase Cap, as further described in this prospectusunder the section titled “Private Placement of Securities - Equity Purchase Facility.” See “Selling Shareholders” for additional information regarding the Selling Shareholders, including, but not limited to, the PurchaseAgreement and the Initial Pre-Paid Purchase. We are not selling any shares of our shares of Common Stock pursuant to this prospectus, and we will not receive any of the proceedsfrom the sale of shares of our Common Stock by the Selling Shareholders. We will bear all costs, expenses and fees in connection withthe registration of the Common Stock. The Selling Shareholders will bear all commissions and discounts, if any, attributable to theirrespective sales of Common Stock. We are registering the securities for resale pursuant to the Transaction Documents. Our registrationof the securities covered by this prospectus does not mean that the Selling Shareholders will offer or sell any of the shares of CommonStock issuable pursuant to the Transaction Documents. We cannot predict the total number of shares of Common Stock that willactually be issued under the Transaction Documents. See the section of this prospectus entitled “Selling Shareholders” for moreinformation. However, the maximum gross proceeds we can receive under the equity purchase facility contemplated by the PurchaseAgreement is $20 million, in the aggregate. See “Use of Proceeds.” The Selling Shareholders may offer and sell the securities covered by this prospectus from time to time. The Selling Shareholders mayoffer and sell the securities covered by this prospectus in a number of different ways and at varying prices. If any underwriters, dealersor agents are involved in the sale of any of the securities, their names and any applicable purchase price, fee, commission or discountarrangement between or among them will be set forth, or will be calculable from the information set forth, in any applicableprospectus supplement. See the sections of this prospectus entitled “About this Prospectus” and “Plan of Distribution” for moreinformation. No securities may be sold without delivery of this prospectus and any applicable prospectus supplement describing themethod and terms of the offering of such securities. You should carefully read this prospectus and any applicable prospectussupplement before you invest in our securities. If necessary, the specific manner