ELAB · PMGC Holdings Inc.

PMGC Holdings Inc. secured a flexible $40 million equity facility through a Securities Purchase Agreement dated April 16, 2026, enabling drawdowns via Pre-Paid Purchases over a 24-month Commitment Period. The initial tranche involves a $10.73 million principal Pre-Paid Purchase funded at $10 million net of $700,000 OID and $30,000 transaction expenses, plus $1 million for 262,467 Registered Shares, yielding approximately $9.73 million net proceeds after additional fees. This structure provides non-dilutive upfront capital convertible into shares at Investor's discretion, with a floor price of 20% of Nasdaq Minimum Price to limit immediate dilution. Subsequent requests minimum $250,000 with 7% OID and interest, subject to closing conditions. Strategic protections include Investor's 10% participation right in future financings, a 15% weekly sales cap on shares to manage volume, and covenants prohibiting restrictive agreements on variable transactions with Investor. The facility is secured by guaranties from all wholly-owned operating subsidiaries—Northstrive Biosciences Inc., PMGC Capital LLC, AGA Precision Systems LLC, Pacific Sun Packaging Inc., and SVM Machining, Inc.—and a first-position pledge on their equity interests, elevating creditor priority. PMGC committed a 7.5 million share reserve, expandable, and plans stockholder approval via Schedule 14C for issuances exceeding Nasdaq's 19.99% cap. This dedicated capital supports PMGC's roll-up strategy in ITAR-registered, AS9100D-certified precision manufacturing for aerospace, defense, and AI infrastructure, funding active M&A pipeline amid reshoring tailwinds.