PMGC Holdings Inc美股招股说明书(2026-02-17版)

PROSPECTUS SUPPLEMENTTo Prospectus dated January 24, 2025 $1,222,168 PMGC Holdings Inc. Common Stock PMGC Holdings Inc. (the “Company,” “we,” or “us”) is offering $1,222,168 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 had 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 was $3,000,000, computed as follows: $3,278,700 initial principal balance, less the OID. On January 13, 2026, the Company consummated Pre-Paid Purchase #3 (the “Third Pre-Paid Purchase”) under the ELOC. The ThirdPre-Paid Purchase had an original principal amount of $5,464,500 and an OID of $464,500. The initial purchase price payable to theCompany on January 13, 2026 was $5,000,000, computed as follows: $5,464,500 initial principal balance, less the OID. The offering of Common Stock pursuant to this prospectus supplement will include a portion of Pre-Paid Purchase #4 (the “FourthPre-Paid Purchase”) under the ELOC. The Fourth Pre-Paid Purchase has an original principal amount of $8,147,570 and an OID of$692,570. The initial purchase price paid to the Company on February 6, 2026, which was the closing date for the Fourth Pre-PaidPurchase, w $7,455,000, computed as follows: $8,147,570 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, Second Pre-Paid Purchase, Third Pre-Paid Purchase, and Fourth Pre-Paid Purchase will be correspondingly reduced upon the issuance by us of our Common Stock to theInvestor at a price per share equal to 88% of the lowest daily volume weighted average price (as reported during regular trading hoursby Bloomberg) (the “VWAP”) of our common stock during the ten (10) trading days immediately preceding the applicablemeasurement date, subject to floor prices outlined in the respective pre-paid purchase. 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 Stockincluded 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 ofSection2(a)(11) of the Securitie