Proxy Results, Amendments to Bylaws (Form 8-K)

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 5, 2026, a majority of PMGC Holdings Inc. (the "Company")'s shareholders approved of a Certificate of Amendment of the Company's Bylaws ("Amended Bylaws"), based on the results of the Company's 2026 Annual Meeting of Shareholders ("Annual Meeting") provided by Broadridge Financial Solutions, Inc. (the appointed Inspector of Elections), as further described in Item 5.07 below. The Company's Board of Directors previously approved of the Amended Bylaws on May 4, 2026, subject to shareholder approval at the Annual Meeting.

The Amended Bylaws amend and restate Article IV, Section 3 of the Company's Bylaws in its entirety to provide for the classification of the Board of Directors into two classes with staggered terms, Class I and Class II. The number of directors in Class I will be determined by the Board in its sole discretion, and the remaining directors will comprise Class II. The staggered terms will commence after the election of directors at the 2027 Annual Meeting of Shareholders. Directors initially elected for Class I will serve until the 2030 Annual Meeting of Shareholders, and directors initially elected in Class II will serve until the 2028 Annual Meeting of Shareholders. Thereafter, at each successive Annual Meeting of Shareholders, Class II directors will be elected for one-year terms, and at each third annual meeting following the 2027 Annual Meeting of Shareholders, Class I directors will be elected for three-year terms.

Except as provided in the Amended Bylaws, the Bylaws remain in full force and effect.

The foregoing summary of the Amended Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Bylaws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K ("Form 8-K) and is incorporated herein by reference.

Item 5.07 Submission of Matters to Vote of Security Holders.

On June 5, 2026, the Company held its Annual Meeting. Shareholders of record for the Company's common stock, par value $0.0001 per share ("Common Stock") and Series B Preferred Stock, par value $0.0001 per share ("Series B Preferred Stock") as of the close of business on April 27, 2026 were entitled to vote at the Annual Meeting. According to the certified tabulation of votes provided by Broadridge Financial Solutions, Inc. (the appointed Inspector of Elections), a total of 6,564,834 shares of Common Stock and Series B Preferred Stock, in the aggregate, were represented in person or by proxy at the Annual Meeting, or 60.13% of the 10,916,625 total outstanding shares of the Company entitled to vote. A quorum was therefore present.

The matters voted upon at the Annual Meeting and the final voting results, as certified by Broadridge Financial Solutions, Inc., were as follows:

Proposal 1: Five (5) directors were nominated for election to serve until the next annual meeting and until their successors are duly elected and qualified. Each nominee was elected. The voting results for each director were:

Braeden Lichti