SCHEDULE 13G/A: Altium Entities Disclose 3.9% Passive Stake in PMGC Holdings Inc. via Warrants

Altium Capital Management LLC and its affiliates have filed an amended Schedule 13G, disclosing a 3.9% beneficial ownership stake in PMGC Holdings Inc. through Series A Warrants as of December 31, 2024.

Summary

• The filing is an Amendment No. 2 to Schedule 13G, reporting beneficial ownership in PMGC Holdings Inc. (Issuer).
• The reporting persons are Altium Capital Management LLC, Altium Healthcare Long Short Onshore Fund LP, and Altium Healthcare Long Short GP LLC.
• As of December 31, 2024, the reporting persons collectively beneficially own 193,877 shares of PMGC Holdings Inc. Common Stock.
• This ownership represents 3.9% of the Issuer's outstanding Common Stock.
• The shares are issuable upon the full conversion and exercise of Series A Warrants.
• A 'Warrant Blocker' limits the exercise of these warrants if it would result in beneficial ownership exceeding 9.99% of the outstanding Common Stock; the reported shares do not give effect to this blocker.
• The percentage calculation is based on 5,011,681 shares of Common Stock outstanding as of February 11, 2025, as reported in the Issuer's Form S-1.
• The reporting persons certify that the securities were not acquired for the purpose of changing or influencing the control of the Issuer.

Sentiment

Score: 5

Explanation: Neutral. This is a routine passive ownership disclosure (Schedule 13G) and does not contain information about the company's performance, strategic direction, or financial health. It merely reports an investment firm's stake.

Positives

• Altium Capital Management LLC and its affiliates have taken a significant passive stake in PMGC Holdings Inc., indicating their investment interest in the company.

Negatives

• The beneficial ownership percentage of 3.9% is below the 5% threshold that would trigger more active reporting (Schedule 13D), indicating a passive investment strategy.
• A 9.99% 'Warrant Blocker' limits the extent to which Altium entities can convert their Series A Warrants into common stock, potentially capping their direct ownership influence.

Risks

• The existence of a 9.99% 'Warrant Blocker' means the reported beneficial ownership of 193,877 shares (3.9%) does not reflect the actual exercisable amount if it would exceed the blocker, potentially limiting the investor's ability to fully convert their warrants.

Future Outlook

NA

Management Comments

• The securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §§ 240.14a-11.

Industry Context

This Schedule 13G filing reflects a passive investment by Altium Capital Management LLC and its affiliated funds in PMGC Holdings Inc., a common practice among institutional investors taking non-controlling stakes in publicly traded companies. The filing itself does not provide specific industry trends or competitive analysis.

Stakeholder Impact

• Shareholders: Provides transparency regarding a significant institutional investor's passive stake in the company.

Key Dates

Keywords

PMGC Holdings Inc., Altium Capital Management, Schedule 13G, beneficial ownership, common stock, warrants, institutional investment, SEC filing