SCHEDULE 13D 0001982476 XXXXXXXX LIVE Series B Preferred Stock, par value $0.0001 per share 03/26/2025 false 0001840563 28622K302 PMGC Holdings Inc.

120 Newport Center Drive Ste. 249 Newport Beach CA 92660

Ross D. Carmel, Esq. (212) 658-0458 Sichenzia Ross Ference Carmel LLP 1185 Avenue of the Americas, 31st Floor New York NY 10036 0001982476 N Braeden Lichti AF OO N Z4 3336437.00 0.00 3336437.00 0.00 3336437.00 N 52.35 IN Mr. Lichti owns non-trading, non-convertible Series B preferred stock of PMGC Holdings, Inc. (the "Series B Preferred Stock") through Northstrive Companies Inc. ("Northstrive"), a company wholly owned by Mr. Lichti. as a signing bonus pursuant to the Second Amended and Restated Consulting Agreement between the Issuer and Northstrive, as amended. Holders of the Series B Preferred Stock have no conversion rights and no rights to dividends, unless the board of directors of the Issuer determines in its sole discretion to issue dividend payments to such holders. The Series B Preferred Stock also have no liquidation preference over any other class or series of capital stock of the Issuer. Each share of Series B Preferred Stock has one (1) vote per share on all matters. Mr. Lichti owns 52.35% of 6,372,874 shares of the Issuer's Series B Preferred Stock issued and outstanding as of March 26, 2025. Series B Preferred Stock, par value $0.0001 per share PMGC Holdings Inc. 120 Newport Center Drive Ste. 249 Newport Beach CA 92660 Braeden Lichti (the "Reporting Person" or "Mr. Lichti") c/o PMGC Holdings Inc., 120 Newport Center Drive, Ste. 249, Newport Beach, CA The principal occupation of the Reporting Person is Chief Executive Officer of BWL Investments Ltd and NorthStrive Companies Inc., located at 620 Newport Center Drive Suite 1100, Newport Beach, California, 92660. Mr. Lichti serves as Chairman of the Board of Directors of PMGC Holdings Inc. and as Chairman of the Board of Directors of Hydromer, Inc., located at 4715 Corporate Dr NW Suite 200, Concord, NC 28027. These positions are held through a management consulting agreement with his company, NorthStrive Companies Inc. Mr. Lichti is also a non-employee director of Qualigen Therapeutics, Inc. located at 5857 Owens Avenue, Suite 300, Carlsbad, California 92008. No. No. Canada. PMGC Holdings Inc. (the "Issuer") entered into a consulting agreement with Northstrive Companies Inc., a California corporation ("Northstrive") owned and managed by Braeden Lichti effective January 4, 2022 and amended on May 1, 2023. On October 25, 2024, the Issuer entered into the Second Amended and Restated Consulting Agreement with Northstrive (the "Second Amended Northstrive Companies Consulting Agreement") which stipulated the Issuer's issuance of Series B Preferred Stock to Northstrive as a sign on bonus, subject to shareholder approval. On March 26, 2025, at a special meeting of the Issuer's shareholders (the "Shareholders"), the Shareholders approved the issuance of 3,336,437 shares of non-trading, non-convertible Series B Preferred Stock under the Second Amended Northstrive Companies Consulting Agreement. The Reporting Person holds the Series B Preferred Stock of the Issuer for investment purposes. The Reporting Person may, from time to time, acquire additional shares of Series B Preferred Stock, and/or retain and/or sell all or a portion of the shares of Series B Preferred Stock held by the Reporting Person in the open market or in privately negotiated transactions, and/or may distribute the Series B Preferred Stock held by the Reporting Person to other entities. Any actions the Reporting Person might undertake will be dependent upon the Reporting Person's review of numerous factors, including, among other things, the price levels of the Series B Preferred Stock, general market and economic conditions, ongoing evaluation of the Issuer's business, financial condition, operations and prospects, the relative attractiveness of alternative business and investment opportunities, investor's need for liquidity, and other future developments. Any future acquisitions of Series B Preferred Stock by the Reporting Person will be subject to the Company's policies, including its insider trading policy, as applicable. Except as set forth above, the Reporting Person has no present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Mr. Lichti owns 3,336,437 shares of Series B Preferred Stock through Northstrive Companies Inc., a company wholly owned by Braeden Lichti. Holders of the Series B Preferred Stock have no conversion rights and no rights to dividends, unless the board of directors of the Issuer determines in its sole discretion to issue dividend payments to such holders. The Series B Preferred Stock also have no liquidation preference over any other class or series of capital stock of the Issuer. Each share of Series B Preferred Stock has one (1) vote per share on all matters. Mr. Lichti owns 52.35% of the Issuer's 6,372,874 issued and outstanding shares of Series B Preferred Stock as of March 26, 2025. Mr. Lichti has the sole power to vote and to dispose of the total amount of shares of Series B Preferred Stock held by Mr. Lichti and the legal entity owned and controlled by Mr. Lichti as described in Item 5(a) above. See Item 3 above. Not applicable. Not applicable. See Item 3 above. Not applicable. Braeden Lichti /s/ Braeden Lichti 03/28/2025