SCHEDULE 13D 0002003447 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 0002003447 N Graydon Bensler OO N Z4 3036437.00 0.00 3036437.00 0.00 3036437.00 N 47.64 IN Mr. Bensler holds non-trading, non-convertible Series B preferred stock of PMGC Holdings, Inc. (the "Series B Preferred Stock") through GB Capital Ltd, a British Columbia, Canada corporation wholly owned Mr. Bensler ("GB Capital") as a signing bonus pursuant to the Second Amended and Restated Consulting Agreement between the Issuer and GB Capital, 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. Bensler owns 47.64% 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 Graydon Bensler (the "Reporting Person" or "Mr. Bensler") 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, Chief Financial Officer, and Director of PMGC Holdings Inc. Mr. Bensler is also the director and owner of GB Capital Ltd, a British Colombia, Canada corporation ("GB Capital"), located at 1383 west 8th avenue, Vancouver, BC, V6H 3W4 Canada. Mr. Bensler is also a 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 GB Capital Ltd, a British Colombia, Canada corporation ("GB Capital"), owned and managed by Mr. Bensler effective June 1, 2020 and amended on July 1, 2024. On October 25, 2024, the Issuer entered into the Second Amended and Restated Consulting Agreement with GB Capital (the "Second Amended GB Capital Consulting Agreement") which stipulated that GB Capital was entitled to payment of a $75,000 signing bonus to be payable in the form of the Issuer's Series B Preferred Stock, 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 3,036,437 shares of non-trading, non-convertible Series B Preferred Stock to GB Capital under the Second Amended GB Capital 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. Bensler owns 3,036,437 shares of the Issuer's Series B Preferred Stock through GB Capital Ltd, a British Columbia, Canada corporation wholly owned Mr. Bensler. 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. Bensler owns 47.64% of 6,372,874 shares of the Issuer's Series B Preferred Stock issued and outstanding as of March 26, 2025. Mr. Bensler has the sole power to vote and to dispose of the total amount of shares of Series B Preferred Stock held by GB Capital, a company owned and controlled by Mr. Bensler as described in Item 5(a) above. See Item 3 above. Not applicable. Not applicable. See Item 3 above. Not applicable. Graydon Bensler /s/ Graydon Bensler 03/28/2025