Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

Securities Purchase Agreement

On September 23, 2025, PMGC Holdings Inc. (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with an institutional investor ("Investor," and, together with the Company, the "Parties"). The Purchase Agreement provides for an equity line of credit under which the Company agreed to issue and sell to the Investor, upon the terms and conditions set forth in the Purchase Agreement: (i) one or more Secured Pre-Paid Purchases (each, a "Pre-Paid Purchase," and all shares of the Company's common stock, par value $0.0001, "Common Stock") issuable under the Pre-Paid Purchases, the "Pre-Paid Shares") in the aggregate purchase amount of up to $20,000,000 (such amount, the "Commitment Amount"), which includes the Initial Pre-Paid Purchase, for the purchase of shares of Common Stock, upon the terms and subject to the limitations and conditions set forth in such Pre-Paid Purchase (as further described below); (ii) Pre-Paid Purchase # 1 (the "Initial Pre-Paid Purchase") in the original principal amount of $5,000,000, to be delivered by the Company to the Investor on the date of consummation of the issuance and sale of the Initial Pre-Paid Purchase and the Pre-Delivery Shares (such consummation, "Closing," and such date, the "Closing Date"); (iii) 56,700 shares of Common Stock as a commitment fee for Initial Pre-Paid Purchase ("Commitment Shares"), such Commitment Shares to be delivered by the Company to Investor on the Closing Date; (iv) 10,300 shares of Common Stock to be used as pre-delivery shares ("Pre-Delivery Shares," and, together with the Commitment Shares, all Pre-Paid Purchases, and the Pre-Paid Shares, the "Securities"), to be issued and delivered by the Company to Investor on the Closing Date. In connection with the Purchase Agreement, the Company also entered into the Security Agreement (as defined and described below) and the Pledge Agreement (as defined and described below). Additionally, in connection with the Purchase Agreement, certain of the Company's wholly owned subsidiaries, AGA Precision Systems LLC, a California limited liability company ("AGA"), and Pacific Sun Packaging Inc., a California corporation ("Pacific Sun"), each entered into a Guaranty (each, a "Guaranty") for the benefit of the Investor, as further described below.

Initial Pre-Paid Purchase

The Initial Pre-Paid Purchase carries an original issue discount of $425,000.00 ("OID"). The Company agreed to pay $30,000 to the Investor to cover the Investor's legal fees, accounting costs, due diligence, and other transaction costs incurred in connection with the transactions contemplated by the Purchase Agreement (the "Transaction Expense Amount"). The initial purchase price payable to the Company on the Closing Date was $4,545,000.00 (the "Initial Purchase Price"), computed as follows: $5,000,000.00 initial principal balance, less the OID, less the Transaction Expense Amount. In addition to the Initial Purchase Price, the Investor also agreed to pay $6.70 to Company for the Pre-Delivery Shares (the "Pre-Delivery Purchase Price," and, together with the Initial Purchase Price, the "Purchase Price"). The maturity date of the Initial Pre-Paid Purchase is September 26, 2028.

Subject to the terms and conditions of the Initial Pre-Paid Purchase, at any time following September 26, 2025, Investor may, by providing written notice to Company, require Company to issue and sell Purchase Shares to Investor, such Purchase Shares at the price equal to 88.00% multiplied by the lowest VWAP during the ten (10) Trading Day period preceding the applicable measurement date (such price, the "Purchase Share Purchase Price"). The Purchase Amount shall not exceed the Outstanding Balance. In addition, if the Purchase Share Purchase Price is below $1.058, the Investor may elect to have the portion of the applicable Purchase Amount that is less than $1.058 be paid in cash rather than Purchase Shares. The Company may not effect any issuance of Purchase Shares pursuant to the Pre-Paid Purchase to the extent that after giving effect to such issuance, the issuance would cause the Investor (together with its affiliates) to beneficially own a number of shares of Common Stock exceeding 9.99% of the number of shares of Common Stock outstanding on such date (the "Maximum Percentage"). The Maximum Percentage is enforceable, unconditional, and non-waivable and shall apply to all affiliates and assigns of Investor.

At any time following September 26, 2025, Investor will also have the right to require Company to issue and sell Purchase Shares to Investor at the Pre-Delivery Purchase Price by delivering a Purchase Notice to Company indicating the portion of the Outstanding Balance Investor is electing to use for the purchase of such Purchase Shares. Notwithstanding the foregoing, in no event will the total amount of the Outstanding Balance used for the purchase of these shares, constituting pre-delivery shares ("Initial Pre-Delivery Shares"), exceed, in the aggregate, the Pre-Delivery Purchase Cap. Issuances of Initial Pre-Delivery Shares will be subject to the Maximum Percentage. The Maximum Percentage is enforceable, unconditional, and non-waivable and shall apply to all affiliates and assigns of Investor.

Upon ten (10) Trading Days' prior written notice, the Company may prepay all or any portion of the Outstanding Balance other than the pre-delivery purchase cap of $25,000.00, subject to certain conditions. If the Company exercises its right to prepay the Initial Pre-Paid Purchase, the Company shall make payment to the Investor of an amount in cash equal to 120.00% multiplied by the portion of the outstanding balance of the Initial Prepaid Purchase the Company elects to prepay.