As filed with the U.S. Securities and Exchange Commission on November 25, 2025. Registration No. 333-290902 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO REGISTRATION STATEMENT ON FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PMGC HOLDINGS INC. (Exact name of registrant as specified in its charter) Nevada 5912 33-2382547 (State or Other Jurisdiction of Incorporation or Organization) (Primary Standard Industrial Classification Code Number) (I.R. ...

As filed with the U.S. Securities and Exchange Commission on November 25, 2025. Registration No. 333-290428 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO REGISTRATION STATEMENT ON FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PMGC HOLDINGS INC. (Exact name of registrant as specified in its charter) Nevada 5912 33-2382547 (State or Other Jurisdiction of Incorporation or Organization) (Primary Standard Industrial Classification Code Number) (I.R. ...

As filed with the U.S. Securities and Exchange Commission on October 15, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 REGISTRATION STATEMENT ON FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PMGC HOLDINGS INC. (Exact name of registrant as specified in its charter) (State or Other Jurisdiction of Incorporation or Organization) (Primary Standard Industrial Classification Code Number) Nevada 5912 33-2382547 (I.R.S. Employer Identification ...

As filed with the U.S. Securities and Exchange Commission on October 15, 2025. Registration No. 333-290428 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO REGISTRATION STATEMENT ON FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PMGC HOLDINGS INC. (Exact name of registrant as specified in its charter) (State or Other Jurisdiction of Incorporation or Organization) Nevada 5912 33-2382547 (Primary Standard Industrial (I.R.S. Employer Classification Co ...

Core Insights - Northstrive Biosciences Inc. has completed Phase II of its AI Development Program in collaboration with Yuva Biosciences, focusing on small molecule candidates to promote mitochondrial health for combating obesity and cardiac diseases [1][6] Company Overview - Northstrive Biosciences Inc. is a biopharmaceutical company under PMGC Holdings Inc., specializing in the development of aesthetic medicines, with its lead asset EL-22 aimed at preserving muscle during weight loss treatments [3] - PMGC Holdings Inc. is a diversified holding company that manages a portfolio through strategic acquisitions and investments across various industries [4] Collaboration Details - YuvaBio completed Phase II by compiling a targeted collection of compounds from 12 curated libraries, focusing on obesity, cardiometabolic disorders, and lipid & glucose metabolism [2] - The MitoNova™ AI platform was utilized to screen compounds for their potential impact on muscle preservation and metabolic health, resulting in a shortlist of candidates for biological validation [2][6]

Core Viewpoint - PMGC Capital LLC urges Alaunos Therapeutics, Inc. to accept a financing term sheet that could provide substantial capital and create significant shareholder value [1][4]. Group 1: PMGC Capital's Position - PMGC Capital holds a significant ownership position in Alaunos and is acting in the best interest of all shareholders [2]. - The proposed financing, introduced by PMGC Capital and led by a leading Wall Street bank, is described as a compelling opportunity for Alaunos [3]. - PMGC Capital emphasizes the importance of engaging with the bank to maximize long-term value for shareholders [4]. Group 2: Financing Details - The financing offer is characterized as non-toxic and well-structured, providing substantial capital to Alaunos [4]. - PMGC Capital commends Alaunos for maintaining a clean capital structure and prudent financial management during challenging market conditions [5]. Group 3: Company Background - PMGC Capital is a multi-strategy investment firm focused on direct investments, strategic lending, and acquiring undervalued companies across diverse markets [6]. - PMGC Holdings Inc. manages a diversified portfolio through strategic acquisitions and investments across various industries [7].

Core Insights - Northstrive Biosciences Inc. has initiated Phase II of its AI Development Program in collaboration with Yuva Biosciences, focusing on leveraging the MitoNova™ platform to identify small molecule candidates that enhance mitochondrial health in obesity and cardiac diseases [1][6] Company Overview - Northstrive Biosciences Inc. is a biopharmaceutical company under PMGC Holdings Inc., specializing in the development of innovative aesthetic medicines, with its lead asset EL-22 aimed at preserving muscle during weight loss treatments [3] - PMGC Holdings Inc. is a diversified holding company managing a portfolio through strategic acquisitions and investments across various sectors, including three wholly owned subsidiaries: Northstrive Biosciences Inc., PMGC Research Inc., and PMGC Capital LLC [4] Collaboration Details - The collaboration with YuvaBio involves using the MitoNova™ AI platform to virtually screen a large library of drug-like small molecules, predicting which candidates are most likely to promote mitochondrial health [2][6] - YuvaBio will analyze the screening results to identify opportunities for biological validation and compile a list of synthetic compounds aimed at muscle preservation and metabolic health [2]

Core Insights - Northstrive Biosciences Inc. has completed a Phase I strategic research and literature synthesis for its first-in-class oral myostatin-engineered probiotic, EL-22, aimed at addressing muscle-wasting conditions [1][7] - The analysis, conducted with Yuva Biosciences, provided insights into EL-22's mechanism of action and its potential to meet critical needs in muscle-wasting conditions such as GLP-1-associated atrophy and age-related sarcopenia [1][7] Company Overview - Northstrive Biosciences Inc. is a biopharmaceutical company under PMGC Holdings Inc., focusing on developing innovative aesthetic medicines [4] - The lead asset, EL-22, utilizes a myostatin-engineered probiotic approach to help preserve muscle during weight loss treatments, particularly with GLP-1 receptor agonists [4] Product Highlights - EL-22 employs a myostatin-engineered probiotic strategy to combat obesity-related muscle loss during weight loss treatments, offering a patient-friendly oral delivery method [2][4] - The product is designed to induce an immune response against myostatin, a key regulator of muscle growth, using genetically engineered Lactobacillus casei [2] Research Findings - The report highlights significant effects of EL-22 in mdx mice, including improvements in antibody production, serum creatine kinase levels, body weight, motor function, and muscle histology [7] - EL-22's unique oral vaccine approach distinguishes it from traditional systemic antibody or gene therapy methods, aiming to stimulate both mucosal and systemic immunity against myostatin [7] Market Positioning - With the rise of GLP-1 receptor agonists in obesity and diabetes treatment, EL-22 is strategically positioned to address the associated muscle loss concerns [7] - Northstrive plans to initiate a Phase 2 proof-of-concept trial targeting GLP-1 users and engage in regulatory discussions to advance EL-22 towards an IND filing in the U.S. [7]

Core Insights - Northstrive Biosciences Inc. has signed a binding term sheet with Modulant Biosciences LLC for a future licensing agreement related to EL-22 in animal health, granting Modulant exclusive global rights to develop and commercialize this intellectual property [1][9] - The licensing agreement will focus on the use of EL-22 as a feed additive, targeting the myostatin pathway to improve body composition in livestock and companion animals [3][9] - Modulant will pay Northstrive a share of revenues generated from sublicensing and commercial activities, with a decreasing royalty rate after reaching a certain revenue threshold [4] Company Overview - Northstrive Biosciences Inc. is a biopharmaceutical company under PMGC Holdings Inc., focusing on developing innovative aesthetic medicines, with EL-22 as its lead asset [6] - PMGC Holdings Inc. is a diversified holding company managing a portfolio through strategic acquisitions and investments across various industries [7] - Modulant Biosciences LLC specializes in veterinary medicine innovation, led by CEO Tom Campi, who has extensive experience in animal drug development [10]

Core Viewpoint - Northstrive Biosciences Inc., a subsidiary of PMGC Holdings Inc., has filed four novel patent applications for its candidates EL-22 and EL-32, targeting both the animal market and muscle loss treatment in obese patients, either as standalone therapies or in combination with GLP-1 receptor agonists [1][2][3]. Patent Applications - The four patent applications filed include: - EL-32 in the USA and Korea for treating sarcopenia with transformed microorganisms [4]. - EL-22 in the USA for treating muscle loss in obese patients and in combination with GLP-1 receptor agonists [4][5]. - EL-22 for encouraging muscle growth in animals [5]. - EL-32 as a pharmaceutical composition for treating muscle loss due to obesity and as a combination therapy utilizing GLP-1 receptor agonists [5][6]. Intellectual Property Portfolio - Northstrive's patent portfolio now consists of 8 patent applications and 5 issued patents, providing protection in key markets including the USA, Japan, China, and Korea [3][7]. Company Overview - Northstrive Biosciences Inc. focuses on developing innovative solutions for obesity treatment, particularly through preserving muscle mass during weight loss [7]. - PMGC Holdings Inc. manages a diversified portfolio through strategic acquisitions and investments across various industries, including biopharmaceuticals [8].