PMGC Holdings Inc美股招股说明书(2026-01-12版)

PROSPECTUS SUPPLEMENTTo Prospectus dated January 24, 2025 $5,464,500 PMGC Holdings Inc. (the “Company,” “we,” or “us”) is offering $5,464,500 in shares of common stock, par value $0.0001 per share(our “Common Stock”) by this prospectus supplement and the accompanying prospectus, directly to Streeterville Capital, LLC (the“Investor” or “Streeterville”), in connection with the securities purchase agreement that we entered into with the Investor onSeptember 23, 2025 (the “Purchase Agreement”), pursuant to which we agreed to issue and sell to the Investor shares of our CommonStock of up to $20,000,000 under the equity purchase facility (“ELOC”) contemplated by the Purchase Agreement. Pursuant to thePurchase Agreement, the Company also agreed to issue to the Investor: (i) 56,700 commitment shares (“Commitment Shares”), suchCommitment Shares delivered by the Company to Streeterville on September 26, 2025; and (ii) 10,300 pre-delivery Shares (the “Pre-Delivery Shares”). The Purchase Agreement provides for an initial purchase price payable to the Company of $4,545,000 (the “InitialPurchase Price”), computed as follows: $5,000,000.00 initial principal balance, less an original issue discount (“OID”) of $425,000.00,less $30,000.00 to the Investor to cover Streeterville’s legal fees, accounting costs, due diligence, and other transaction costs incurredin connection with the transactions contemplated by the Purchase Agreement (the “Transaction Expense Amount”) under the PurchaseAgreement. On January 7, 2026, the Company consummated Pre-Paid Purchase #2 (“Second Pre-Paid Purchase”) under such ELOC. The SecondPre-Paid Purchase has an original principal amount of $3,278,700 and an OID of $278,700.00. The initial purchase price payable tothe Company on January 7, 2026 (such date, as used in the context of describing the Second Pre-Paid Purchase, “Second Pre-PaidPurchase Closing Date”) was $3,000,000 (“Second Pre-Paid Purchase Price”), computed as follows: $3,278,700 initial principalbalance, less the OID. The offering of Common Stock pursuant to this prospectus supplement will represent Pre-Paid Purchase #3 (the “Third Pre-PaidPurchase”) under the ELOC. The Third Pre-Paid Purchase will have an original principal amount of $5,464,500 and an OID of$464,500. The initial purchase price payable to the Company on January 13, 2026, which is the anticipated closing date for the ThirdPre-Paid Purchase, will be $5,000,000, computed as follows: $5,464,500 initial principal balance, less the OID. On September 16, 2025, certain shareholders of the Company collectively holding approximately 90.41%of the then total issued andoutstanding shares of voting capital stock executed a written consent in lieu of a special meeting of stockholders (the “StockholderApproval”), approving the issuance of shares of Common Stock under the ELOC in excess of the requirements of Nasdaq Listing Rule5635(d), if any, under the Purchase Agreement. We filed a Preliminary Information Statement on Schedule 14C (the “PRE 14C”) onSeptember 30, 2025 and a Definitive Proxy Statement on Schedule 14C (the “DEF 14C”) notifying our stockholders of theStockholder Approval on October 10, 2025. On October 16, 2025, we filed a registration statement on Form S-1, as amended (the “Resale Registration Statement”), with the U.S.Securities and Exchange Commission (“SEC”) to register the resale of up to 5,000,000 shares of Common Stock issuable under theInitial Pre-Paid Purchase, the Commitment Shares, and the Pre-Delivery Shares. The SEC deemed the Resale Registration Statementeffective on December 1, 2025. If and when requested by the Investor, amounts outstanding under the Initial Pre-Paid Purchase will be correspondingly reduced uponthe issuance by us of our Common Stock to the Investor at a price per share equal to 88% of the lowest daily volume weighted averageprice (as reported during regular trading hours by Bloomberg) (the “VWAP”) of our common stock during the ten (10) trading daysimmediately preceding the applicable measurement date, subject to a floor price of $1.058. If and when requested by the Investor, amounts outstanding under the Second Pre-Paid Purchase will be correspondingly reduced uponthe issuance by us of our Common Stock to the Investor at a price per share equal to 88% of the lowest VWAP of our Common Stockduring the ten (10) trading days immediately preceding the applicable measurement date, subject to a floor price of $1.124. In addition to our issuance of Common Stock to the Investor pursuant to the Purchase Agreement, this prospectus supplement alsocovers the resale of those shares from time to time by the Investor to the public. The Investor may sell the shares of Common Stock included in this prospectus supplement in a number of different ways and at varying prices. We provide more information about howthe Investor may sell the shares in the section entitled “Plan of Distribution”. The Investor is an “underwriter” within the meaning ofSec