PMGC Holdings Inc美股招股说明书(2026-04-20版)

PROSPECTUS SUPPLEMENTTo Prospectus dated January 24, 2025 $7,793,112 PMGC Holdings Inc. Common Stock PMGC Holdings Inc. (the “Company,” “we,” or “us”) is offering $7,793,112 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 on April 16,2026 (the “Purchase Agreement”), pursuant to which we agreed to issue and sell to the Investor shares of our Common Stock of up to$40,000,000 under the equity purchase facility (“ELOC”) contemplated by the Purchase Agreement. Pursuant to the PurchaseAgreement, the Company also agreed to issue to the Investor 262,467 shares of Common Stock (“Registered Shares”), such RegisteredShares delivered by the Company to Streeterville on April 20, 2026 in consideration of $1,000,000 paid by Streeterville to theCompany. The Purchase Agreement provides for, among other things, a Secured Pre-Paid Purchase (“the Pre-Paid Purchase”) with apurchase price payable to the Company of $10,000,000.00, computed as follows: $10,730,000.00 initial principal balance, less anoriginal issue discount (“OID”) of $700,000.00, and less $30,000.00 to the Investor to cover Streeterville’s legal fees, accountingcosts, due diligence, and other transaction costs incurred in connection with the transactions contemplated by the Purchase Agreement(the “Transaction Expense Amount”) under the Purchase Agreement (the “Purchase Amount”). The Purchase Amount does not accountfor any legal fees of the Company in connection with the Pre-Paid Purchase or ELOC, or placement agent fees in connection with theELOC. The Purchase Agreement also provides that the Company will register such dollar amount of shares of Common Stock issuableunder the Pre-Paid Purchase equal to all remaining capacity under the registration statement (“Pre-Paid Purchase Shares”), of whichthis prospectus supplement forms a part. The offering of Common Stock pursuant to this prospectus supplement represents (i) the Registered Shares and (ii) the Pre-PaidPurchase Shares. The Pre-Paid Purchase Shares represent the number of shares of Common Stock for which the aggregate dollar valueis equal to the dollar amount of the remaining capacity under the registration statement on Form S-3 of which this prospectussupplement is a part, which, pursuant to General Instruction I.B.6 of Form S-3, equals $6,793,112. On April 20, 2026, the Company consummated the Pre-Paid Purchase under such ELOC. Pursuant to the Purchase Agreement, the Company agreed to obtain shareholder approval for the issuance of shares of Common Stockunder the ELOC in excess of the requirements of Nasdaq Listing Rule 5635(d), if any. The Company also agreed to file a DefinitiveProxy Statement on Schedule 14C disclosing such shareholder approval. If and when requested by the Investor, amounts outstanding under the Pre-Paid Purchase will be correspondingly reduced upon theissuance by us of our Common Stock to the Investor at a price per share equal to 97% of the lowest daily volume weighted averageprice (as reported during regular trading hours by Bloomberg) (the “VWAP”) of our Common Stock during the five (5) trading daysimmediately preceding the applicable measurement date, subject to floor prices outlined in the respective pre-paid purchase. In addition to our issuance of the Registered Shares and Pre-Paid Purchase Shares to the Investor pursuant to the Purchase Agreement,this prospectus supplement also covers the resale of those shares from time to time by the Investor to the public. The Investor may sellthe shares of Common Stock included in this prospectus supplement in a number of different ways and at varying prices. We providemore information about how the Investor may sell the shares in the section entitled “Plan of Distribution”. The Investor is an“underwriter” within the meaning of Section2(a)(11) of the Securities Act. Our shares of Common Stock are traded on the NASDAQ Capital Market (“Nasdaq”) under the symbol “ELAB.” On April 20, 2026,the closing price of our shares of Common Stock on the Nasdaq was $3.32 per share. Univest Securities, LLC, our placement agent (“Placement Agent” or “Univest”) will be entitled to a placement fee of 8.0% of thegross proceeds of each closing of the ELOC, pursuant to that certain Placement Agency Agreement between us and the PlacementAgent dated September 23, 2025 (“Placement Agency Agreement”). This ELOC constitutes a “Tail Financing” under the PlacementAgency Agreement, as further described in the “Plan of Distribution” section. In connection with the sale of our shares of CommonStock on our behalf, the Placement Agent will be deemed to be an “underwriter” within the meaning of the Securities Act and thecompensation of the Placement Agent will be deemed to be underwriting commissions or discount