SCHEDULE: L1 Capital Boosts PMGC Holdings Stake to 6.53%

L1 Capital Global Opportunities Master Fund, Ltd. increased its beneficial ownership in PMGC Holdings Inc. to 6.53% through a warrant exercise and received new warrants.

Summary

• L1 Capital Global Opportunities Master Fund, Ltd. (the "Reporting Person") now beneficially owns 165,580 shares of PMGC Holdings Inc. Common Stock.
• This represents 6.53% of the issuer's outstanding Common Stock.
• The shares were acquired on August 25, 2025, as part of a warrant inducement agreement.
• Under the agreement, the Reporting Person and other warrant holders exercised existing warrants at a reduced price of $2.015 per share.
• The Reporting Person also received 165,580 new warrants, exercisable at $1.89 per share.
• The new warrants are subject to a 4.99% beneficial ownership limitation and require shareholder approval.
• The previous beneficial ownership reported on October 1, 2024 (3,171,061 shares and warrants) was sold prior to August 25, 2025.
• The percentage of class is calculated based on 2,369,727 shares outstanding after the offering, according to an email communication from the broker on August 25, 2025.

Sentiment

Score: 5

Explanation: The filing presents a mixed signal. While PMGC Holdings Inc. benefits from capital raised through the warrant inducement, and L1 Capital has acquired new shares and warrants, the fact that L1 Capital previously sold a much larger stake (over 3 million shares) before re-entering with a smaller position (165,580 shares) suggests a re-evaluation of their investment, making the overall sentiment neutral.

Positives

• L1 Capital's participation in the warrant inducement agreement indicates continued investment interest in PMGC Holdings Inc.
• The exercise of warrants provides capital to PMGC Holdings Inc., potentially strengthening its financial position.
• The receipt of new warrants at a lower exercise price ($1.89 per share) could be seen as a positive for the Reporting Person.

Negatives

• The Reporting Person previously held a much larger stake of 3,171,061 shares and underlying warrants, which were sold prior to August 25, 2025, indicating a significant reduction in their overall exposure to PMGC Holdings Inc. before this new transaction.
• The issuance of new shares through warrant exercise can lead to dilution for existing shareholders.

Risks

• The new warrants received by the Reporting Person are subject to a 4.99% beneficial ownership limitation and require shareholder approval, which could impact their full realization.

Future Outlook

The filing does not provide specific forward-looking statements or guidance from PMGC Holdings Inc. or L1 Capital Global Opportunities Master Fund, Ltd. beyond the conditions for the new warrants.

Management Comments

• David Feldman and Joel Arber, Directors of L1 Capital Global Opportunities Master Fund, Ltd., disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.

Industry Context

This filing reflects a specific investment action by a fund in a particular company. Warrant inducement agreements are a common mechanism for companies to raise capital and encourage the exercise of outstanding warrants, especially in volatile market conditions or when seeking to improve their capital structure.

Management Changes

Stakeholder Impact

• Shareholders: Potential dilution from the exercise of warrants, but also potential for improved capital structure for the company. The previous large sale by L1 Capital might raise questions for other shareholders.
• PMGC Holdings Inc. (Issuer): Benefits from capital inflow due to warrant exercises.

Next Steps

• Shareholder approval for the new warrants received by L1 Capital Global Opportunities Master Fund, Ltd.

Key Dates

Recommendation

The filing indicates a complex situation where a significant institutional investor, L1 Capital, previously divested a large stake in PMGC Holdings Inc. before participating in a new warrant inducement agreement to acquire a smaller, new position. While the warrant exercise provides capital to the issuer, the prior large sale by a sophisticated investor warrants caution. Investors should hold and await further clarity on the company's performance and L1 Capital's long-term strategy, as this filing alone does not provide a clear bullish or bearish signal.

Keywords

PMGC Holdings Inc., L1 Capital Global Opportunities Master Fund, Schedule 13G, Common Stock, Warrant Inducement, Beneficial Ownership, SEC Filing, Equity Investment, Shareholder Stake