ELAB

An investment in our securities involves a high degree of risk.
You should carefully consider the risks and uncertainties described below, together with all of the other information contained in this Annual Report, including our consolidated financial statements and the related notes thereto, before deciding to invest in our securities.
The risks and uncertainties described below are not the only ones we face.
Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business.
If any of the following risks actually occur, our business, financial condition, results of operations and prospects could be materially and adversely affected.
In that event, the market price of our Common Stock could decline, and you could lose part or all of your investment.
RISKS RELATED TO OUR FINANCIAL CONDITION AND CAPITAL STRUCTURE Our financial statements have been prepared on a going-concern basis and our continued operations are in doubt.
The uncertainty about our ability to continue in operation is based on our continuing losses from operation, limited revenue and limited working capital, among other things which existed as of year-end December 31, 2025 and December 31, 2025.
As of December 31, 2025 and December 31, 2024, the Company had net working capital of $2,928,959 and $4,251,867, respectively, and has an accumulated deficit of $21,017,440 and $13,269,627, respectively.
Included in the accumulated deficit are net losses of $7,747,813 for the year ended December 31, 2025 and $6,245,737 for the year ended December 31, 2024.
Given all of these facts, we are dependent on obtaining funding from operations and the sale of debt or equity to continue as a going concern.
We incurred net losses of $7,747,813 and $6,245,737 for the years ended December 31, 2025 and 2024, respectively.
Our operating cash consumption significantly exceeds our revenue, and we may not be able to fund our operations without continued access to the capital markets.
Our current level of operating cash consumption materially exceeds our revenue and is not sustainable without continued infusions of external capital.
If we are unable to substantially increase revenue from our operating subsidiaries, achieve returns on capital through PMGC Capital, or continue to access debt and equity financing, we may be unable to fund our operations.
There can be no assurance that we will be able to reduce our operating cash burn to a level that can be sustained by our operating revenue within any particular timeframe, if at all.
We will need additional capital to conduct our operations and develop our products and businesses, and our ability to obtain the necessary funding is uncertain.
We have used, and expect to continue to use, a significant amount of cash to finance our operations, and we need to obtain significant additional capital resources in order to develop our businesses and products going forward.
If financing is not sufficient and additional financing is not available or available only on terms that are detrimental to our long-term survival, it could have a major adverse effect on our ability to pursue our business strategy, clinical research and product development programs, and could ultimately affect our ability to continue to function.
The timing and degree of any future capital requirements and our ability to meet such capital requirements in a timely manner, on favorable terms or at all will depend on many factors, including: ● the accuracy of the assumptions underlying our estimates for capital needs; ● the success and growth of our acquired operating subsidiaries; ● scientific progress in our research and development programs at Northstrive Biosciences; ● the magnitude and scope of our acquisition strategy and our ability to identify, negotiate, finance and integrate target companies; ● the costs involved in preparing, filing, prosecuting, maintaining, defending and enforcing patent claims; ● the performance of PMGC Capital’s investment portfolio; ● the number and type of pipeline products that we pursue; and ● the development of major widespread events, including the possibility of a recession in the U.S. and globally, market volatility, geopolitical conflict, tariffs, trade restrictions and other events which could impact us and third parties on which we depend.
Further, if we obtain additional funds through arrangements with collaborative partners, these arrangements may require us to relinquish rights to some of our technologies, products or pipeline assets that we might otherwise seek to develop and commercialize on our own.
If sufficient capital is not available, we may be required to delay, reduce the scope of or eliminate one or more of our business initiatives, research or product development programs, or planned acquisitions, any of which could have a material adverse effect on our financial condition or business prospects.
Our existing equity purchase facility may result in substantial dilution to our existing stockholders and may place downward pressure on the price of our Common Stock.
We have entered into an equity purchase facility with Streeterville Capital, LLC (“Streeterville”), as disclosed in previous SEC filings, pursuant to which we may consummate one or more secured pre-paid purchases of our Common Stock, and we have consummated multiple pre-paid purchases thereunder.
Under these arrangements, the outstanding principal and accrued interest is convertible at the option of the investor at a price that reflects a discount to the volume-weighted average price of our Common Stock during a specified look-back period, subject to a floor price.
We have issued, and expect to continue to issue, significant numbers of shares of Common Stock in settlement of amounts outstanding under these arrangements.
The conversion mechanics for the pre-paid purchases under the equity purchase facility, which allow conversion at a discount to market price, may create significant downward pressure on the trading price of our Common Stock.
As the stock price declines, additional shares may be required to settle the same dollar amount of debt, potentially creating a cycle of increasing dilution and declining stock price.
These dynamics could materially and adversely affect the market price of our Common Stock, the ability of existing stockholders to sell their shares at favorable prices, and our ability to raise additional capital on acceptable terms.
The settlement and potential conversion of outstanding and future instruments under the equity line of credit into shares of Common Stock will result in further dilution to our existing stockholders, and the magnitude of such dilution will depend on market conditions at the time of conversion.
Our equity interests in our key subsidiaries and the assets of those subsidiaries are pledged as collateral under our equity purchase facility with Streeterville, and a default on our obligations pursuant to such facility could result in the loss of our operating businesses.
In connection with our equity purchase facility with Streeterville, we entered into a Security Agreement and a Pledge Agreement, pursuant to which we pledged, as collateral, (i) 100% of the equity interests (membership interests and stock, respectively) in our wholly-owned subsidiaries, AGA Precision Systems and Pacific Sun Packaging, and (ii) substantially all of the assets of these subsidiaries.
Streeterville holds a first-position security interest in this collateral (subordinate only to certain permitted liens).
If we default on our obligations under such agreements, Streeterville is entitled to seize the pledged equity interests or the assets of the subsidiaries.
This may result in the loss of one or more of our primary operating businesses, which would have a material adverse effect on our financial condition and ability to continue operations.
We have conducted multiple reverse stock splits in a short period of time, which may adversely affect the market price of our Common Stock and investor confidence.
Since November 2024, we have completed multiple reverse stock splits of our Common Stock.
Reverse stock splits may be viewed negatively by investors and analysts as an indication of financial difficulty or poor stock performance.
There can be no assurance that the market price of our Common Stock following any reverse stock split will remain at a level proportional to the prices prior to the reverse stock split.
The repeated use of reverse stock splits may diminish investor confidence, reduce trading liquidity, and adversely affect our ability to attract and retain investors.

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Gone since FY2024

Risks Related to Our Financial Condition Our financial statements have been prepared on a going-concern basis and our continued operations are in doubt.
The uncertainty about our ability to continue in operation is based on our continuing losses from operation, limited revenue and limited working capital, among other things which existed as of year-end December 31, 2023 and December 31, 2022.
As of December 31, 2024 and December 31, 2023, the Company had net working capital of $4,251,867 and $3,622,091, respectively, and has an accumulated deficit of $13,269,627 and $7,023,890, respectively.
Included in the accumulated deficit are losses of $6,245,737 for the year ended December 31, 2024 and $4,301,517 for the year ended December 31, 2023.
Given all these facts, we are dependent on obtaining funding from operations and the sale of debt or equity to continue as a going concern.
We incurred net losses of $6,245,737 and $4,301,517, for the years ended December 31, 2024 and 2023, respectively.
Our current growth may not be indicative of our future growth and, if we begin to grow rapidly, we may not be able to effectively manage our growth or evaluate our future prospects.
If we fail to effectively manage our future growth or evaluate our future prospects, our business could be adversely affected.
We have experienced minimal growth since our launch in 2020.
For example, our revenue increased from nil in 2020 to $827 in 2021, to $766,277 in 2022, to $1,712,595 in 2023, and increased to $2,467,298 for the year ended December 31, 2024.
Moreover, the number of our full-time employees increased as of December 31, 2024.
As of the date of this Annual Report, we have two (2) full time employees and one part-time employee.
This growth has placed significant demands on our management, financial, operational, technological and other resources.
The anticipated growth and expansion of our business depends on a number of factors, including our ability to: ● Identify and acquire biotechnology assets and companies with strong commercial potential; ● Efficiently integrate acquired businesses and optimize their operations; ● Secure financing and capital to support acquisitions and subsequent growth; ● Develop and commercialize biotechnology innovations through our portfolio companies; ● Protect and expand our intellectual property portfolio, including patents, trademarks, and proprietary technologies; ● Navigate the complex regulatory landscape for drug development, medical devices, and other biotechnology-related products; and ● Establish strategic partnerships to enhance market penetration and revenue generation.
Such growth and expansion of our business will place significant demands on our management and operations teams and require significant additional resources, financial and otherwise, to meet our needs, which may not be available in a cost-effective manner, or at all.
We expect to continue to expend substantial resources on: ● Mergers and acquisitions of companies and assets to expand our portfolio; ● Research and development initiatives within our acquired companies; ● Patents and patent enforcement and other intellectual property protections to maintain competitive advantages; ● Regulatory compliance, including FDA and other global regulatory approvals; ● Sales and marketing efforts to support commercialization strategies; and ● General administration, including increased finance, legal, and accounting expenses associated with operating as a public company.
These investments may not result in the growth of our business.
Even if these investments do result in the growth of our business, if we do not effectively manage our growth, we may not be able to execute on our business plan, respond to competitive pressures, take advantage of market opportunities, satisfy our client requirements or maintain high-quality product offerings, any of which could adversely affect our business, financial condition, results of operations and prospects.
You should not rely on our historical rate of revenue growth as an indication of our future performance or the rate of growth we may experience in any new category or internationally.
In addition, to support continued growth, we must effectively integrate, develop and motivate a large number of new employees while maintaining our corporate culture.
We face significant competition for personnel.
To attract top talent, we have had to offer, and expect to continue to offer, competitive compensation and benefits packages before we can validate the productivity of new employees.
We may also need to increase our employee compensation levels to remain competitive in attracting and retaining talented employees.
The risks associated with a rapidly growing workforce will be particularly acute as we choose to expand into new product categories and global markets.
Additionally, we may not be able to hire new employees quickly enough to meet our needs.
If we fail to effectively manage our hiring needs or successfully integrate new hires, our efficiency, ability to meet forecasts and employee morale, productivity and retention could suffer, which could have an adverse effect on our business, financial condition, results of operations and prospects.
We are also required to manage numerous relationships with various vendors and other third parties.
Further growth of our operations, client base, or internal controls and procedures may not be adequate to support our operations.
If we are unable to manage the growth of our organization effectively, our business, financial condition, results of operations and prospects may be adversely affected.
We will need additional capital to conduct our operations and develop our products and our ability to obtain the necessary funding is uncertain.
During the years ended December 31, 2024, and December 31, 2023 we used a significant amount of cash to finance our continued operations, and we need to obtain significant additional capital resources in order to develop products going forward.
If financing is not sufficient and additional financing is not available or available only on terms that are detrimental to our long-term survival, it could have a major adverse effect on our ability to pursue our clinical research and product development programs and could ultimately affect our ability to continue to function.
The timing and degree of any future capital requirements and our ability to meet such capital requirements in a timely manner, on favorable terms or at all will depend on many factors, including: ● the accuracy of the assumptions underlying our estimates for capital needs in 2025 and beyond; ● scientific progress in our research and development programs; ● the magnitude and scope of our research and development programs and our ability to establish, enforce and maintain strategic arrangements for research, development, product testing, manufacturing, third-party agreements and marketing; ● the costs involved in preparing, filing, prosecuting, maintaining, defending and enforcing patent claims; ● the number and type of pipeline product that we pursue; and ● the development of major widespread events, including the possibility of a recession in the U.S. and globally, market volatility the potential for future pandemics or outbreaks such as any future COVID-19 outbreak, geopolitical conflict and other events which could impact us and third parties on which we depend. ● The progress, timing, and cost of clinical trials, regulatory submissions, and potential commercialization efforts for our biotech assets; ● The identification, evaluation, and execution of potential acquisitions in industries beyond biotechnology; ● The level of cash flows generated by current subsidiaries and any future acquired businesses; ● Our ability to access capital markets or secure alternative financing sources under favorable conditions; ● The structure and terms of any future financing transactions, including potential equity or debt offerings; ● The performance and capital requirements of any new business lines or investments we may pursue; ● Fluctuations in interest rates, inflationary pressures, and broader macroeconomic conditions; ● Changes in investor sentiment and public market conditions, particularly for holding companies and emerging growth businesses; ● The costs associated with maintaining our public company status, including legal, accounting, and compliance-related expenses; and ● Unforeseen events such as litigation, regulatory changes, or operational disruptions that could impact our liquidity or access to capital.
Additional financing may not be available on acceptable terms, or at all.
Further, if we obtain additional funds through arrangements with collaborative partners, these arrangements may require us to relinquish rights to some of our technologies, pipeline product or products that we might otherwise seek to develop and commercialize on our own.
If sufficient capital is not available, we may be required to delay, reduce the scope of or eliminate one or more of our research or product development initiatives, any of which could have a material adverse effect on our financial condition or business prospects.
Risks Related to Our Business, Our Portfolio Companies, and the Biotechnology Industry Our acquired technologies and products under development could be rendered obsolete by technological, regulatory, or medical advances.
The biotechnology industry is highly competitive and rapidly evolving.
The technologies and product candidates developed by our portfolio companies may become obsolete or uneconomical due to advancements in scientific research, new treatment modalities, disruptive innovations, or competitive products that better or more cost-effectively address the conditions our assets aim to target.
Competitors, including well-funded pharmaceutical and biotechnology companies, academic institutions, and research organizations, may develop more effective, safer, or commercially viable solutions, rendering the technologies we acquire or invest in less attractive or non-competitive.

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Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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