NASDAQ: ELAB

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AGA Precision Systems LLC (“AGA Precision Systems” or “AGA”) is a specialized computer numerical control (“CNC”) machine shop focused on high-tolerance milling, turning, mold manufacturing, and machining of complex metals including titanium and Inconel. The company serves customers across the aerospace, defense, and industrial sectors, delivering precision components to demanding technical specifications.

We are dedicated to enhancing our portfolio through
the acquisition of operating companies and innovative biotechnology assets that align with our growth mission, while actively pursuing
the acquisition of operating companies.

On January 16, 2025, we completed the divestiture of the assets relating
to our prior Elevai Skincare Inc. business. Elevai Skincare Inc., previously specializing in developing and commercializing physician-dispensed
skincare products, is no longer part of our operations. The Skincare asset divestiture enabled us to dedicate more resources and time
to advancing our initiatives and assets in larger markets with unmet needs, creating greater growth opportunities for the Company and
its shareholders. Our efforts are now focused on the clinical development of biotechnology assets through NorthStrive Biosciences. Moreover,
this strategic shift has positioned us to actively explore and execute potential business acquisitions and high-value biotechnology assets,
further strengthening our portfolio and driving long-term growth.

Business Strategy

PMGC Holdings Inc. is a diversified holding company
focused on acquiring and growing valuable assets and operating businesses across various industries. Our strategy is to identify and invest
in compelling opportunities—regardless of sector—with strong fundamentals, growth potential, and scalable operations. We actively
seek acquisitions that complement our existing portfolio and align with our long-term value creation objectives.

Northstrive Biosciences Inc.

Northstrive Biosciences Inc., a wholly owned subsidiary
of PMGC Holdings Inc., is a biopharmaceutical company focusing on the development and acquisition of cutting-edge aesthetic medicines
and therapeutic products. Currently, more than 40% of adults in the United States live with obesity - a figure predicted to rise to approximately
50% by 2030. Obesity is a leading risk factor for the development of serious health conditions, including Type 2 diabetes and heart failure.
Goldman Sachs predicts that this epidemic will create a $100 billion market for anti-obesity players.

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Our lead asset, EL-22, is leveraging a
first-in-class engineered probiotic approach to address obesity’s pressing issue of preserving muscle while on weight loss
treatments, including GLP-1 receptor agonists. EL-22 has completed a Phase 1 clinical trial in South Korea, demonstrating it was
generally well tolerated and safe in healthy volunteers. No subjects dropped out due to adverse events and no statistically
significant difference was found between the intervention groups in the incidence of treatment emergent adverse events. The Company
intends to evaluate EL-22 for efficacy and safety in combination with popular weight-loss therapeutics currently on the market, with
the goal of decreasing fat mass while preventing the muscle wasting that commonly occurs with weight-loss drugs. We are working
towards either submitting an Investigational New Drug application (“IND”) with the FDA to test EL-22 in human subjects,
assuming we have sufficient working capital, or collaborating with another company in order to facilitate completing and submitting
an IND more quickly. Our second asset, EL-32, is a preclinical engineered probiotic expressing dual myostatin & activin-A and
also being positioned for the muscle preservation space as a combination to weight loss treatments, including GLP-1 receptor
agonists. In a preclinical healthy mouse model, EL-32 demonstrated a statistically significant increase in Activin-A and myostatin
antibodies, confirming the efficacy using the ELISA test.

Northstrive Biosciences Products

Northstrive Biosciences leverages a first-in-class
engineered probiotic approach to address obesity’s pressing issue of preserving muscle while on weight loss treatments, including
GLP-1 receptor agonists. Our lead asset, EL-22, has completed a Phase 1 clinical trial in South Korea, demonstrating it was generally
well tolerated and safe in healthy volunteers. No subjects dropped out due to adverse events and no statistically significant difference
was found between the intervention groups in the incidence of treatment emergent adverse events.

Preclinical results of EL-22 from a 2022 study demonstrated physiological
(serum creatine kinase level), physical (body weight change), and functional (rotarod test) improvements in the dystrophic features of
mdx mice, a mouse model of Duchenne muscular dystrophy (“DMD”)1. Elevai believes that EL-22 has the potential to treat obesity
in combination with popular weight loss therapeutics, including GLP-1 receptor agonists, by preserving muscle mass while decreasing fat
mass. We hope to either submit or partner with another biopharmaceutical company in 2026 to submit an IND application in 2025 that utilizes
the licensed asset EL-22 for efficacy and safety in combination with popular weight-loss therapeutics currently on the market, with the
goal of decreasing fat mass while preventing the muscle wasting that commonly occurs with weight-loss drugs. Regulatory bodies might require
us to conduct preclinical bridge studies in order to pivot EL-22 from DMD to obesity indications.

Our second asset, EL-32, is a preclinical engineered
probiotic expressing dual myostatin & activin-A and also positioned for the muscle preservation space as a combination to weight loss
treatments, including GLP-1 receptor agonists.

Several key companies are actively developing GLP-1
drugs for obesity and complementary treatments to address associated conditions such as muscle wasting. These companies include:

1.Novo Nordisk: Known for its
GLP-1 drugs, Ozempic and Wegovy, Novo Nordisk remains a dominant player in the obesity drug market. They have shown significant efficacy
in weight loss and improving cardiovascular health.

2.Eli Lilly: Another major player
with its GLP-1 drug, Mounjaro (tirzepatide), which has shown promising results in weight loss. Eli Lilly also acquired Versanis Bio,
which is developing bimagrumab, a drug that helps increase lean muscle mass while reducing fat.

3.Pfizer: Developing danuglipron,
an oral GLP-1 analog, aimed at carving out a niche in the obesity market with a more convenient dosing regimen.

4.Biohaven: Biohaven’t
taldefgrobep is an investigational fusion protein targeting myostatin to impact skeletal muscle growth relevant to individuals living
with overweight and obesity.

5.Scholar Rock: Scholar Rock’s
apitegromab is an inhibitor of the activation of latent myostatin, with the aim of improving patients’ motor function. Scholar
Rock is assessing apitegromab’s ability to preserve lean muscle mass in individuals on GLP-1 receptor agonist therapy for obesity.

6.Veru: Veru’s enobosarm
is an androgen receptor modulator, also known as a SARM, to address the loss of muscle in patients undergoing weight loss therapy with
GLP-1 drugs.

1.Reference: Sung DK, Kim H, Park
SE, Lee J, Kim JA, Park YC, Jeon HB, Chang JW, Lee J. A New Method of Myostatin Inhibition in Mice via Oral Administration of Lactobacillus
casei Expressing Modified Myostatin Protein, BLS-M22, Int. J. Mol. Sci. 2022, 23, 9059. https://doi.org/10.3390/ijms23169059

 2

These companies are at the forefront of developing
both GLP-1 drugs and complementary treatments to address the growing need for effective obesity management and the prevention of muscle
wasting associated with weight loss.

PMGC Capital LLC

PMGC Capital LLC, a wholly owned subsidiary of PMGC
Holdings Inc., is a multi-strategy investment vehicle engaged in investing, lending and pursuing diversified investment opportunities.
PMGC Capital LLC actively supports the growth and expansion of PMGC Holdings Inc.’s portfolio companies. The subsidiary’s
dynamic investment approach is designed to capitalize on high yield returns on capital and investing into and acquiring assets and companies
that are undervalued.

Pacific Sun Packaging, Inc.

Pacific Sun Packaging is a specialty provider
of high-precision, component-level packaging solutions serving the electronics and IT hardware industries. Headquartered in San Clemente,
California, Pacific Sun Packaging designs and supplies custom-engineered protective packaging for sensitive IT hardware components, including
CPUs, memory modules (DIMMs and SO-DIMMs), SSDs, HDDs, and fiber-optic transceivers.

Pacific Sun Packaging’s packaging solutions
are engineered to meet demanding standards of durability, electrostatic discharge (ESD) protection, and dimensional precision. Pacific
Sun Packaging serves customers across the semiconductor, data center, and networking equipment supply chains, ensuring the secure transport,
handling, and storage of delicate, high-value electronic components.

Products

Pacific Sun Packaging offers a portfolio of custom
and standard packaging solutions designed for component-level IT hardware applications. Its product offerings include:

●CPU Packaging – precision
trays and protective carriers designed to protect processors during handling and shipment.

●Memory Module Packaging –
custom trays for DIMMs and SO-DIMMs used in servers, workstations, and PCs.

●Storage Device Packaging –
protective packaging for solid state drives (SSDs) and hard disk drives (HDDs).

●Optical and Networking Packaging
– solutions for fiber-optic transceivers and related networking hardware components.

●Custom Packaging Solutions
– tailored designs engineered to meet specific customer and component requirements.

Each solution is engineered to deliver protection against electrostatic
discharge vibration, and mechanical damage, while enabling ease of handling, automated processing, and efficient integration into customer
supply chains.

Customers

Pacific Sun Packaging serves a diverse base of over
300 commercial customers across North America. Its customers include:

●Original equipment manufacturers
(OEMs);

●Contract manufacturers;

●Global technology distributors;

●Data center operators; and

●IT asset disposition (“ITAD”)
and lifecycle management firms.

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These customers rely on Pacific Sun Packaging’s
specialized solutions to protect valuable IT hardware during manufacturing, distribution, and resale.

Sales and Marketing

Pacific Sun Packaging markets its products primarily
through a direct sales force. Pacific Sun Packaging maintains long-standing relationships with customers by focusing on reliability, speed
of delivery, and the ability to provide tailored solutions.

Sales efforts emphasize:

●Technical collaboration with
customers during design and production stages;

●Responsiveness and speed to
market for new product requirements; and

●Consistent product quality
that reduces returns and integration issues.

Pacific Sun Packaging also participates in trade shows
and industry events to strengthen brand visibility.

Competition

The packaging industry is highly competitive and includes
large multinational packaging companies as well as smaller specialized providers. Pacific Sun Packaging differentiates itself through
its:

●Focus on component-level IT
hardware packaging;

●Custom engineering capabilities
tailored to customer needs;

●Technical expertise in ESD
protection and precision molding; and

●Established reputation for
reliability among IT hardware supply chain participants.

Competitive Strengths

Pacific Sun Packaging’s competitive position
is supported by the following key strengths:

1.Specialization in High-Value
IT Hardware Packaging – Unlike general packaging providers, Pacific Sun Packaging focuses exclusively on component-level electronics,
enabling deep technical expertise and customer trust.

2.Custom Engineering Capabilities
– Pacific Sun Packaging’s ability to collaborate directly with OEMs and IT service providers on tailored solutions creates
high switching costs and long-term customer relationships.

3.U.S.-Based Operations –
Domestic manufacturing and fulfillment provide shorter lead times, reduced logistics risk, and alignment with industry trends favoring
onshoring of critical supply chains.

4.Established Customer Base –
With over 300 commercial customers, Pacific Sun Packaging benefits from a diversified client network across OEMs, distributors, and ITAD
firms.

5.Lean and Scalable Operations
– Pacific Sun Packaging’s disciplined cost structure and quality-focused processes provide a foundation for profitable growth
and operational scalability.

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Growth Strategy

Pacific Sun Packaging intends to expand its market
position by:

1.Broadening its Customer Base
– targeting new OEMs, distributors, and ITAD firms in growing sectors such as cloud computing and AI infrastructure.

2.Expanding Product Offerings
– developing additional packaging solutions for next-generation IT hardware components.

3.Leveraging Industry Trends
– capitalizing on increased demand for IT lifecycle management, resale, and refurbishment, where packaging plays a critical role
in maintaining product value.

4.Operational Scaling –
investing in expanded production capacity and efficiency improvements to meet growing demand.

AGA Precision Systems LLC

AGA Precision Systems is a specialized computer numerical code CNC
machine shop focused on high-tolerance milling, turning, mold manufacturing, and machining of complex metals including titanium and Inconel.
Headquartered in California, AGA Precision Systems serves customers across the aerospace, defense, and industrial sectors, delivering
precision components to demanding technical specifications.

AGA Precision Systems has built its business over
more than a decade, growing primarily via referrals and repeat orders without a formal sales or marketing function. Its operations emphasize
quality, precision, and reliability.

Precision Machining Industry Overview

The precision machining industry is a critical part
of the advanced manufacturing supply chain, supporting sectors such as aerospace, defense, medical devices, energy, and industrial equipment.
The market is characterized by:

●Increasing Demand for High-Precision
Components – Aerospace and defense programs, particularly those involving next-generation aircraft, spacecraft, and defense systems,
require components manufactured to extremely tight tolerances.

●Specialized Metals Usage –
Growth in the use of exotic materials such as titanium, Inconel, and other high-performance alloys reflects the need for strength, heat
resistance, and lightweight performance in mission-critical applications.

●Reshoring and Supply Chain
Security – U.S. government initiatives and defense priorities emphasize domestic production of critical parts to reduce reliance
on foreign suppliers, creating opportunity for U.S.-based CNC machine shops.

●Industrial and Commercial Applications
– Beyond aerospace and defense, precision machining is essential for industries such as energy infrastructure, automotive performance,
and heavy machinery, all of which rely on exacting quality and reliability.

Within this context, AGA Precision Systems is positioned
as a niche provider specializing in high-tolerance machining of complex metals, enabling it to serve programs and customers with stringent
technical requirements.

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Products & Services

AGA Precision Systems offers a suite of high-precision
manufacturing services, including:

●High-Tolerance Milling &
Turning – machining of complex parts to tight tolerances from hard or exotic metals.

●Mold Manufacturing –
design and fabrication of molds used in industrial and aerospace processes.

●Specialty Metals Machining
– handling of difficult materials (e.g., titanium, Inconel) that require specialized tooling, processes, and quality oversight.

Components produced by AGA Precision Systems are often
used in mission-critical applications where dimensional accuracy, material properties, and surface finish are essential.

Customers

AGA Precision Systems serves a diversified group of
clients primarily in:

●Aerospace manufacturers and
suppliers;

●Defense contractors and programs;
and

●Industrial equipment producers.

These customers require precision machining of components
with high standards for performance, durability, and regulatory compliance. Long-standing relationships and repeat business are characteristic
of AGA Precision Systems’ customer base.

Sales & Marketing

AGA Precision Systems has historically grown via referrals
and repeat orders. The company has not maintained a formalized sales or marketing department but relies on:

●Reputation for precision, quality,
and reliability;

●Word-of-mouth, referrals, and
customer networks; and

●Technical credibility and capability
to meet or exceed customer specifications.

Going forward, we believe there is opportunity to
augment growth via more proactive business development, targeted outreach in aerospace/defense programs, and participation in trade or
industry events.

Manufacturing & Operations

AGA Precision Systems operates from its manufacturing
facility in California. Key operational and technical features include:

●Capabilities to machine exotic
and high-performance metals such as titanium and Inconel, which require specialized processes and tooling;

●High-precision tolerances,
strict quality assurance, and inspection processes;

●Mold manufacturing capabilities
that complement standard CNC machining; and

●Experienced management and
technical staff with machine shop expertise.

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Competition

The precision machining and specialty metals CNC market
is competitive and includes both small niche shops and larger, vertically integrated manufacturers. AGA Precision Systems differentiates
itself via:

●Specialized machining of hard
and exotic metals to high tolerances;

●Reputation and proven reliability
in aerospace, defense, and industrial segments;

●Existing customer relationships
and repeat business without reliance on large marketing expenditures;

●Flexibility in managing small
to medium-sized, highly technical orders.

Competitive Strengths

AGA Precision Systems’ competitive advantages
include:

1.Technical Specialization in Exotic Metals & Tight Tolerances
– its expertise in machining titanium, Inconel, and other challenging metals required for aerospace and defense applications.

2.Recognized Industry Certifications & Compliance –
AGA is International Traffic in Arms Regulations (“ITAR”) registered and maintains AS9100 certification, reinforcing its
credibility as a qualified manufacturing partner for aerospace and defense customers with strict quality and regulatory requirements.

3.Mold Manufacturing Capability
– its ability to design and fabricate molds provides value beyond standard machining services.

4.Long-Standing Customer Relationships
– its repeat business and referrals from established aerospace, defense, and industrial customers reflect trust and reliability.

5.U.S.-Based Operations –
domestic manufacturing reduces logistics risks, ensures regulatory compliance, and aligns with defense and aerospace reshoring priorities.

Growth Strategy

AGA Precision Systems intends to expand its market
presence by:

1.Business Development &
Marketing Enhancements – formalizing efforts to reach new customers in aerospace, defense, and industrial sectors.

2.Expanding Capacity & Efficiency
– investing in machinery, tooling, process improvements, and quality systems to improve throughput and reduce cost.

3.Leveraging Strategic Support
– using financial and operational resources provided under its parent company to scale operations and compete for larger contracts.

4.
Diversification of Customer & Program Exposure – pursuing opportunities in government defense programs, industrial supply chains, and emerging sectors beyond its core niches.

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Operational and Competitive Strengths

We face competition from both commercialized obesity
medications, as well as clinical candidates that are still in the development stage. We believe the primary competitive factors in our
favor for EL-22 & EL-32 are the following:

●Our First-in-Class Approach
and Early Results

Northstrive Biosciences is developing EL-22, an engineered
probiotic with myostatin antigens, to elicit an immune response that could help people achieve substantial fat loss while preserving muscle
mass. Based on the generated preclinical data and the mechanism of the myostatin-activin signaling pathway effect on muscle wasting, we
believe that EL-22 has the potential to treat obesity in combination with GLP-1 receptor agonists by preserving muscle mass while decreasing
fat mass. In the preclinical studies1:

●EL-22 showed a statistically
significant increase in anti-myostatin IgG antibody concentration, where myostatin is a key negative regulator of muscle growth.

●EL-22 showed a statistically
significant decrease in creatine kinase levels, which indicates a decrease of muscle destruction.

●EL-22 administered to mdx mice,
a mouse model of Duchenne muscular dystrophy, had improved physical activity and gross motor function, as demonstrated by a longer duration
during rotarod tests.

Based on the generated preclinical data and the mechanism of the myostatin-activin
signaling pathway effect on muscle wasting, we believe that EL-22 has the potential to treat obesity in combination with GLP-1 by preserving
muscle mass while decreasing fat mass. The Company aspires to either complete an IND submission in 2026, assuming it has sufficient working
capital, or to enter into a collaboration with another company to do so. Our ability to proceed with human trials in the U.S. to evaluate
the myostatin approach in combination with one or more GLP-1 receptor agonists in obesity is contingent upon the FDA clearing the IND
submission.

●Our Candidates’ Ease
of Use and Convenient Oral Administration

We believe our product candidates EL-22 and EL-32
would be the only oral myostatin formulations to date, making Northstrive Bioscience an early mover in the emerging GLP-1 combination
space for muscle preservation. Existing approaches targeting obesity with combinations to preserve muscle mass while on weight loss therapies
are administered through injectable forms; either subcutaneously or intravenously. Although effective, many patients in general prefer
orally administered medications over injections due to factors like convenience, ease of administration, and fear of needles. Our product
candidates have been designed to be oral capsules to provide benefits without any needling.

Strategy

Northstrive Biosciences’ strategy focuses primarily
on the clinical development and commercialization of novel medicines for the treatment of metabolic diseases, including obesity. We will
need substantial capital to support our drug development and any related commercialization efforts for our drug candidates. The key elements
of our strategy are:

●Develop EL-22 & EL-32 for
obesity.

Reference:

1Sung DK, Kim H, Park SE, Lee J,
Kim JA, Park YC, Jeon HB, Chang JW, Lee J. A New Method of Myostatin Inhibition in Mice via Oral Administration of Lactobacillus casei
Expressing Modified Myostatin Protein, BLS-M22, Int. J. Mol. Sci. 2022, 23, 9059. https://doi.org/10.3390/ijms23169059

Our metabolic drug pipeline is focused on the clinical
development of EL-22, a first-in-class engineered probiotic approach to address obesity’s pressing issue of preserving muscle while
on weight loss treatments, including GLP-1 receptor agonists. Currently, more than 40% of adults in the United States live with obesity
- a figure predicted to rise to approximately 50% by 2030.1 Obesity is a leading risk factor for the development of serious
health conditions, including Type 2 diabetes and heart failure. Goldman Sachs predicts that this epidemic will create a $100 billion market
for anti-obesity players.2

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Approved GLP-1 drugs used in weight loss, such as
Novo Nordisk’s Ozempic® (semaglutide) & Wegovy®(semaglutide) and Eli Lilly’s Zepbound (tirzepatide), and Mounjaro®
(tirzepatide) have transformed the obesity treatment landscape. However, past studies of these highly effective drugs show that up to
20-50% of the weight loss is due to loss of lean muscle.3

Muscle is necessary for metabolism, strength, and
physical function. As a result, we believe that one of the key unmet needs in the current obesity landscape is the avoidance of muscle
loss while on weight loss treatments. Northstrive Biosciences is developing EL-22, an engineered probiotic with myostatin antigens, to
elicit an immune response that could help people achieve substantial fat loss while preserving muscle mass.

Our second asset, EL-32, is a preclinical engineered
probiotic expressing dual myostatin & activin-A and also positioned for the muscle preservation space as a combination to weight loss
treatments, including GLP-1 receptor agonists.

We believe this urgent unmet medical need could be
addressed by both EL-22 and EL-32, that may effectively prevent the loss of muscle mass and increase the fat loss experienced by older
patients receiving GLP-1 drugs for the treatment of obesity.

References:

1
Ward ZJ, BleichSN, Cradock AL, Barrett JL, Giles CM, Flax CN, Long MW, GortmakerSL. Projected U.S. State-Level Prevalence of Adult Obesity and Severe Obesity. N Engl J Med 2019;381:2440-2450. https://www.nejm.org/doi/full/10.1056/NEJMsa1909301.

2
Why the anti-obesity drug market could grow to $100 billion by 2030. https://www.goldmansachs.com/insights/articles/anti-obesity-drug-market.html.

3
Sargeant JA, Henson J, King JA, Yates T, Khunti K, Davies MJ. A Review of the Effects of Glucagon-Like Peptide-1 Receptor Agonists and Sodium-Glucose Cotransporter 2 Inhibitors on Lean Body Mass in Humans. Endocrinol Metab (Seoul). 2019 Sep;34(3):247-262. doi: 10.3803/EnM.2019.34.3.247. PMID: 31565876; PMCID: PMC6769337.

Corporate History and Structure

As of December 31, 2025, PMGC Holdings Inc. has four
(4) wholly owned subsidiaries, Northstrive Biosciences Inc., PMGC Capital LLC, Pacific Sun Packaging, Inc., and AGA Precision Systems
LLC.

Our predecessor company, Elevai Labs, Inc., was
incorporated in Delaware in June 2020, and completed its initial public offering of Common Stock on November 24, 2023. On December 20,
2024, the Company re-domesticated to Nevada and changed its name to “PMGC Holdings Inc.” In January 2025, the Company completed
its divestiture of the Elevai Skincare business and another operating subsidiary, Elevai Biosciences, Inc., changed its name to Northstrive
Biosciences.

In July 2025, the Company acquired both AGA Precision Systems and
Pacific Sun Packaging, respectively.

Market, Industry and Other Research-Based Data

Our Market and Industry

We have transitioned to a diversified holding
company focused on acquiring and growing valuable assets and operating businesses across various industries. Our strategy is to identify
and invest in compelling opportunities—regardless of sector—with strong fundamentals, growth potential, and scalable operations.
We actively seek acquisitions that complement our existing portfolio and align with our long-term value creation objectives. Our
business model consists of four (4) primary components:

1.PMGC Capital LLC, our multi-strategy
investment vehicle, which seeks to generate revenue through capital deployment in undervalued assets, structured financings,
and public and private market investments.

2.NorthStrive Biosciences Inc.,
our biotechnology subsidiary focused on advancing clinical-stage assets toward regulatory approval and commercialization.

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3.
Pacific Sun Packaging, Inc., our specialty packaging subsidiary focused
on high-precision, component-level packaging solutions for the electronics and IT hardware industries, including custom-engineered protective
packaging for central processing units, memory modules, solid-state drives, hard disk drives, and fiber-optic transceivers across semiconductor,
data center, and networking supply chains.

4.
AGA Precision Systems LLC, our precision manufacturing
subsidiary focused on high-tolerance CNC milling and turning, mold manufacturing, and machining of complex metals such as titanium and
Inconel, serving aerospace, defense, and industrial customers, and operating with ITAR registration and AS9100 certification to meet stringent
regulatory and quality requirements.

As part of this strategic shift, we no longer
operate in the physician-dispensed cosmetics or medical aesthetics markets. The Company has transitioned to a diversified holding company
structure, operating through wholly owned subsidiaries across the biotechnology, advanced manufacturing, specialty packaging, and investment
sectors. We believe this diversified structure provides the Company with the ability to pursue growth opportunities across multiple industries
and reduces the risks associated with concentration in a single market or product line.

Industry Data

The following industry data is derived from third-party
sources that we believe to be reliable but that we have not independently verified. Investors should not place undue reliance on these
estimates, and there can be no assurance that our business will grow at rates comparable to the industry projections described below.
See “Risk Factors — Certain market opportunity data and forecasts in this Annual Report were obtained from third-party sources
and were not independently verified by us.”

Biotechnology and Anti-Obesity Therapeutics

The global biotechnology market continues to grow,
driven by advancements in gene therapies, regenerative medicine, and biologics. According to Grand View Research, the global biotechnology
industry was valued at approximately $1.37 trillion in 2022 and is expected to grow at a compound annual growth rate (“CAGR”)
of 12.8% from 2023 to 2030.¹ This expansion is fueled by rising research and development investments, regulatory approvals, and the
increasing adoption of biotechnology-based therapies.

The weight-loss drug market has emerged as a high-growth
sector, with GLP-1 receptor agonists such as Novo Nordisk’s Ozempic® and Eli Lilly’s Mounjaro® driving significant demand. Goldman
Sachs projects the anti-obesity drug market could reach $100 billion by 2030.² Currently, more than 40% of adults in the United States
live with obesity, a figure predicted to rise to approximately 50% by 2030.³ Obesity is a leading risk factor for the development
of serious health conditions, including Type 2 diabetes and heart failure.

However, research indicates that up to 40% of weight loss from GLP-1 drugs comes from loss
of lean muscle mass, creating an unmet need for therapies that preserve muscle mass during treatment.⁴ We believe this represents
a significant market opportunity for our lead asset, EL-22.

Precision Manufacturing and Aerospace &
Defense

The precision machining industry is a critical
component of the advanced manufacturing supply chain, supporting sectors such as aerospace, defense, medical devices, energy, and industrial
equipment. According to Grand View Research, the global precision machining market was valued at approximately $123 billion in 2025 and
is expected to grow at a CAGR of approximately 8.1% from 2026 to 2033, driven by rising demand for high-precision components across advanced
industries and accelerated adoption of CNC automation and smart manufacturing.⁵

The aerospace and defense sector in
particular requires components manufactured to extremely tight tolerances from specialized materials such as titanium, Inconel, and
other high-performance alloys. U.S. government initiatives and defense priorities continue to emphasize domestic production of
critical parts to reduce reliance on foreign suppliers, creating opportunity for U.S.-based precision manufacturers.⁶ The
global aerospace parts manufacturing market was valued at approximately $913 billion in 2023 and is expected to grow at a CAGR of
approximately 4.2% from 2024 to 2030.⁷

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Specialty IT Hardware Packaging

The global electronic packaging market serves
the semiconductor, data center, and networking equipment supply chains and is driven by increasing demand for IT infrastructure, cloud
computing, and artificial intelligence applications. According to Grand View Research, the market was valued at approximately $62.5 billion
in 2024 and is expected to reach $89.7 billion by 2030, growing at a CAGR of about 6.2%, supported by expanding data center construction,
growth in semiconductor production, and increasing demand for IT asset lifecycle management, resale, and refurbishment, where packaging
plays a critical role in maintaining product value.⁸

The trend toward onshoring critical supply chains
in the United States, combined with increasing data center capital expenditure, creates favorable demand dynamics for domestic specialty
packaging providers focused on component-level IT hardware protection.

Northstrive Biosciences Products

Northstrive Biosciences leverages a first-in-class
engineered probiotic approach to address the pressing issue of preserving muscle mass while on weight loss treatments, including GLP-1
receptor agonists.

EL-22

Our lead asset, EL-22, is an engineered probiotic
expressing myostatin antigens, designed to elicit an immune response that helps preserve muscle mass while promoting fat loss. EL-22 has
completed a Phase 1 clinical trial in South Korea, demonstrating it was generally well tolerated and safe in healthy volunteers. No subjects
dropped out due to adverse events and no statistically significant difference was found between the intervention groups in the incidence
of treatment-emergent adverse events.

Preclinical results of EL-22 from a 2022 study
demonstrated physiological (serum creatine kinase level), physical (body weight change), and functional (rotarod test) improvements in
the dystrophic features of mdx mice, a mouse model of Duchenne muscular dystrophy

(“DMD”).⁹

Based on the generated preclinical data and the
mechanism of the myostatin-activin signaling pathway effect on muscle wasting, we believe that EL-22 has the potential to treat obesity
in combination with GLP-1 receptor agonists by preserving muscle mass while decreasing fat mass.

In the preclinical studies:

●EL-22 showed a statistically significant increase in anti-myostatin IgG antibody concentration, where
myostatin is a key negative regulator of muscle growth.

●EL-22 showed a statistically significant decrease in creatine kinase levels, which indicates a decrease
of muscle destruction.

●EL-22 administered to mdx mice had improved physical activity and gross motor function, as demonstrated
by a longer duration during rotarod tests.

The Company intends to complete an IND submission
in 2025 and to initiate clinical trials in the U.S. to evaluate the myostatin approach in combination with one or more GLP-1 receptor
agonists in obesity. Our ability to proceed with human trials is contingent upon the FDA clearing the IND submission.

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Regulatory bodies might require us to conduct
preclinical bridge studies in order to pivot EL-22 from DMD to obesity indications.

EL-32

Our second asset, EL-32, is a preclinical engineered
probiotic expressing dual myostatin & activin-A antigens and is also positioned for the muscle preservation space as a combination
to weight loss treatments, including GLP-1 receptor agonists. In a preclinical healthy mouse model, EL-32 demonstrated a statistically
significant increase in activin-A and myostatin antibodies, confirming the efficacy using the ELISA test.

Pacific Sun Packaging Products and Services

Pacific Sun Packaging offers a portfolio of custom
and standard packaging solutions designed for component-level IT hardware applications, including CPU packaging, memory module packaging
(DIMMs and SO-DIMMs), storage device packaging (SSDs and HDDs), optical and networking packaging (fiber-optic transceivers and related
networking hardware), and custom packaging solutions tailored to specific customer and component requirements. Each solution is engineered
to deliver protection against electrostatic discharge (“ESD”), vibration, and mechanical damage, while enabling ease of handling,
automated processing, and efficient integration into customer supply chains.

AGA Precision Systems Products and Services

AGA Precision Systems offers a suite of high-precision
manufacturing services, including high-tolerance milling and turning of complex parts from hard or exotic metals, mold manufacturing for
industrial and aerospace applications, and specialty metals machining of difficult materials such as titanium and Inconel that require
specialized tooling, processes, and quality oversight. Components produced by AGA Precision Systems are often used in mission-critical
applications where dimensional accuracy, material properties, and surface finish are essential.

Competition

We face competition across each of our operating
segments.

Northstrive Biosciences — Biotechnology

The obesity and muscle preservation therapeutic market is highly
competitive. Several key companies are actively developing GLP-1 drugs for obesity and complementary treatments to address
associated conditions such as muscle wasting. These companies include:

1.Novo Nordisk — a leader in the GLP-1 drug market with its products Ozempic® (semaglutide)
and Wegovy® (semaglutide), which have shown substantial efficacy in weight loss and improving cardiovascular health.

2.Eli Lilly — developer of Mounjaro® (tirzepatide) and Zepbound® (tirzepatide) for
obesity treatment. Eli Lilly also acquired Versanis Bio, which is developing bimagrumab, a drug designed to increase lean muscle mass
while reducing fat.

3.Pfizer — developing danuglipron, an oral GLP-1 analog aimed at offering a more convenient
dosing regimen for obesity treatment.

4.Biohaven — developing taldefgrobep, an investigational fusion protein targeting myostatin
to impact skeletal muscle growth in individuals living with overweight and obesity.

 12

5.Scholar Rock — developing apitegromab, an inhibitor of latent myostatin activation, and assessing
its ability to preserve lean muscle mass in individuals on GLP-1 receptor agonist therapy for obesity.

6.Veru — developing enobosarm, an androgen receptor modulator to address the loss of muscle
in patients undergoing weight loss therapy with GLP-1 drugs.

7.Altimmune — developing pemvidutide, a GLP-1 drug that has shown potential in weight loss
and reduction of dyslipidemia.

8.AstraZeneca, Bristol Myers Squibb, Novartis, and Amgen — in the early stages of developing
obesity treatments, including various GLP-1 receptor agonists and other pharmacological approaches.

These companies have significantly greater financial,
technical, manufacturing, marketing, and human resources than we do. There can be no assurance that we will be able to compete effectively
against these or other competitors.

Pacific Sun Packaging — Specialty Packaging

The packaging industry is highly competitive and
includes large multinational packaging companies as well as smaller specialized providers. Pacific Sun Packaging differentiates itself
through its focus on component-level IT hardware packaging, custom engineering capabilities tailored to customer specifications, technical
expertise in ESD protection and precision molding, and established reputation for reliability among IT hardware supply chain participants.
We compete with both domestic and international packaging providers, some of which have substantially greater resources than we do.

AGA Precision Systems — Precision Manufacturing

The precision machining and specialty metals CNC
market is competitive and includes both small niche machine shops and larger, vertically integrated manufacturers. AGA Precision Systems
differentiates itself through specialized machining of hard and exotic metals to high tolerances, reputation and proven reliability in
aerospace, defense, and industrial segments, existing customer relationships and repeat business, ITAR registration and AS9100 certification,
mold manufacturing capabilities, and flexibility in managing small to medium-sized highly technical orders. We compete with other domestic
CNC machine shops and larger manufacturers, some of which have substantially greater resources, broader capabilities, and more established
customer relationships.

Operational and Competitive Strengths

We believe our competitive position is supported
by the following key strengths across our operating segments:

●Diversified Holdings Across Multiple Industries. We operate wholly owned subsidiaries across the
biotechnology, advanced manufacturing, specialty packaging, and investment sectors. This diversified structure provides the Company with
exposure to multiple end markets and reduces the risks associated with concentration in a single industry.

●Strategic Capital Deployment. Through PMGC Capital LLC, we seek to deploy capital into undervalued
assets and investment opportunities, with the objective of generating returns on capital while expanding our portfolio of operating businesses
and investments.

●Advancement of High-Potential Biotechnology Assets. Our subsidiary, Northstrive Biosciences Inc.,
is advancing EL-22 and EL-32, product candidates targeting muscle preservation in combination with weight loss treatments, addressing
what we believe to be a significant unmet medical need in the obesity treatment landscape.

●First-in-Class Oral Myostatin Approach. We believe our product candidates EL-22 and EL-32 would
represent the only oral myostatin formulations currently in development, providing a potential competitive advantage over existing injectable
approaches to muscle preservation. Existing approaches targeting muscle preservation in combination with weight loss therapies are administered
through injectable forms, whereas our product candidates have been designed as oral capsules.

 13

●Specialized Precision Manufacturing Capabilities. AGA Precision Systems provides high-tolerance
machining of complex and exotic metals, including titanium and Inconel, for aerospace, defense, and industrial customers. AGA’s ITAR registration
and AS9100 certification position it to serve customers with stringent regulatory and quality requirements, and its U.S.-based operations
align with industry trends favoring domestic production of critical components.

●Niche IT Hardware Packaging Expertise. Pacific Sun Packaging focuses exclusively on component-level
electronics packaging, providing deep technical expertise, custom engineering capabilities, and high switching costs that support long-term
customer relationships. Pacific Sun serves a diversified base of commercial customers across OEMs, distributors, and ITAD firms.

●U.S.-Based Operations. Both Pacific Sun Packaging and AGA Precision Systems operate from facilities
in California, providing shorter lead times, reduced logistics risk, and alignment with industry trends favoring onshoring of critical
supply chains and domestic manufacturing.

●Flexible M&A and Licensing Model. Our holding company structure allows for strategic acquisitions,
licensing arrangements, and potential spin-offs of wholly owned subsidiaries or specific assets, providing flexibility to pursue value
creation opportunities across multiple sectors.

References

1.Biotechnology Market Size Report, 2023-2030. (Grand View Research).

2.Why the Anti-Obesity Drug Market Could Grow to $100 Billion by 2030. (Goldman Sachs).

3.Ward ZJ, Bleich SN, Cradock AL, Barrett JL, Giles CM, Flax CN, Long MW, Gortmaker SL. Projected U.S. State-Level
Prevalence of Adult Obesity and Severe Obesity. N Engl J Med 2019;381:2440-2450.

4.Sargeant JA, Henson J, King JA, Yates T, Khunti K, Davies MJ. A Review of the Effects of Glucagon-Like
Peptide-1 Receptor Agonists and Sodium-Glucose Cotransporter 2 Inhibitors on Lean Body Mass in Humans. Endocrinol Metab (Seoul). 2019
Sep;34(3):247-262.

5.Precision Machining Market (2026 - 2033) (Grand View Research).

6.U.S. Department of Defense, Securing Defense-Critical Supply Chains (Feb. 2022)

7.Aerospace Parts Manufacturing Market Report (Grand View Research)

8.Electronic Packaging Market (2025 - 2030) (Grand View Research)

9.Sung DK, Kim H, Park SE, Lee J, Kim JA, Park YC, Jeon HB, Chang JW, Lee J. A New Method of Myostatin Inhibition
in Mice via Oral Administration of Lactobacillus casei Expressing Modified Myostatin Protein, BLS-M22. Int. J. Mol. Sci. 2022, 23, 9059.
https://doi.org/10.3390/ijms23169059.

14

Intellectual Property

We have developed a comprehensive
portfolio of intellectual property, consisting of patents, patent applications, domain names, know-how and trade secrets. As of the date
of this Annual Report, we have two registered domain names, six non-provisional patent applications filed, and four provisional patent
applications filed.

We believe our intellectual
property adequately protects our products and technology and may prevent others from commercializing products or methods substantially
similar to ours.

PMGC Holdings Inc.

Patents

Below is a table, with footnotes, that includes
our United States patent applications with the referenced property number(s) that are material to our business, as well as our two anticipated
patent applications:

Property No.

Patent Title

Application

Number and

Filing Date

Application Type

Jurisdiction

1.

Fusion Protein of Myo-2 for Use in Treating Muscle Loss in Obese Patients

63/639,722,

04/29/2024

Provisional

USA

2.

Combination Therapy of a Fusion Protein of Myo-2 with a GLP-1 Receptor Agonist for Use in Treating Muscle Loss in Obese Patients

63/639,723,

04/29/2024

Provisional

USA

3.

Pharmaceutical Composition for Treatment of Muscle Loss Due to Obesity

63/639,727,

04/29/2024

Provisional

USA

4.

Combination Therapy for Treatment of Muscle Loss Due to Obesity

63/639,728,

04/29/2024

Provisional

USA

Below is a table that
includes our United States patent applications as of December 31, 2025:

Patent Title

Filing

Date

Application

Type

Jurisdiction

Fusion Protein of Myo-2 for Use in Treating Muscle Loss in Obese Patients (1)

9/25/2024

Non-provisional

USA

Combination Therapy of a Fusion Protein of Myo-2 with a GLP-1 Receptor Agonist for Use in Treating Muscle Loss in Obese Patients (2)

9/25/2024

Non-Provisional

USA

Pharmaceutical Composition for Treatment of Muscle Loss Due to Obesity (3)

4/28/2025

Non-provisional

USA

Combination Therapy for Treatment of Muscle Loss Due to Obesity (4)

4/28/2025

Non-provisional

USA

Fusion Protein of Myo-2 for Use in Encouraging Muscle Growth in Animals (5)

4/28/2025

Non-provisional

USA

Animal Feed Additive to Encourage Muscle Growth (6)

4/28/2025

Non-provisional

USA

(1)
Non-provisional patent application based on Property.

(2)
Non-provisional patent application based on Property.

(3)
Non-provisional patent application based on Property.

(4)
Non-provisional patent application based on Property.

(5)
Non-provisional patent application based on Property.

(6)
Non-provisional patent application based on Property.

15

Domain Names

We have the right to use the following domain registration issued in
the United States, as noted below:

Number

Issue Date

Expiration

Date

Registration

Agency

Domain Name

Owner

1.

July 31, 2024

July 31, 2027

GoDaddy

www.pmgcholdings.com

PMGC Holdings Inc.

2.

April 10, 2024

April 10, 2025

GoDaddy

www.northstrivebio.com

PMGC Holdings Inc.

NorthStrive Biosciences Inc.

Patents

Property No.

Licensed

Product/

Nation

Registration

Number

Registration Date

Title

1.

EL-22 Korea

10-0857861-0000

2008.09.03

Surface Expression Vector for Fusion Protein of Myo-2 Peptide Multimer and Myostatin, and Microorganism Transformed by Therof

2.

EL-22 Korea

10-0872042-0000

2008.11.28

Cell Surface Expression Vector of Myostatin and Microorganisms Transformed Thereby

3.

EL-22 USA

8470551

2013.06.25

Surface Expression Vector for Fusion Protein of Myo-2 Peptide Multimer and Myostatin, and Microorganism Transformed by Therof

4.

EL-22 Japan

05634867

2014.10.24

Surface Expression Vector for Fusion Protein of Myo-2 Peptide Multimer and Myostatin, and Microorganism Transformed by Therof

5.

EL-22 China

ZL200780101116.2

2013.06.19

Surface Expression Vector for Fusion Protein of Myo-2 Peptide Multimer and Myostatin, and Microorganism Transformed by Therof

Patent Applications

Property No.

Licensed Product/

Nation

Patent

Application

Serial No

Filing Date

Title

1.

EL-32 USA

18/627,462

2024.04.05

Pharmaceutical composition for alleviation, treatment, and prevention of sarcopenia containing microorganism transformed with cell surface display vector operably linked with gene encoding myostatin and activin A proteins as active ingredient

2.

EL-32 Korea

10-2022-0136606

2022.10.21

A pharmaceutical composition for alleviation, treatment and prevention of sarcopenia containing a microorganism transformed with a vector expressing myostatin and activin A on the cell surface as an active ingredient

3.

EL-22 USA

19/541,209

2026.02.16

Fusion Protein of Myo-2 for Use in Encouraging Muscle Growth in Animals

4.

EL-32 USA

19/540,888

2026.02.16

Animal Feed Additive to Encourage Muscle Growth

5.

EL-22 USA

19/540,893

2026.02.16

Fusion Protein of Myo-2 for Use in Reducing Animal Gas Emissions

6.

EL-32 USA

19/540,895

2026.02.16

Animal Supplement for Use in Reducing Animal Gas Emissions

7.

EL-22 USA

19/540,898

2026.02.16

Fusion Protein of Myo-2 for Use in Encouraging Muscle Growth in Aquatic Animals

8.

EL-32 USA

19/540,900

2026.02.16

Aquatic Animal Supplement for Use in Encouraging Muscle Growth

9.

EL-22 USA

19/540,905

2026.02.16

Fusion Protein of Myo-2 for Use in Reducing Emissions in Aquatic Animals

10.

EL-32 USA

19/540,908

2026.02.16

Aquatic Animal Supplement for Use in Reducing Emissions

11.

EL-22 USA

19/540,913

2026.02.16

Fusion Protein of Myo-2 for Use in Encouraging Muscle Growth in Poultry

12.

EL-32 USA

19/540,918

2026.02.16

Poultry Supplement for Use in Encouraging Muscle Growth

16

Operational and Competitive Strengths

We operate in a highly competitive biotechnology and
investment landscape, facing competition from pharmaceutical companies, biotechnology firms, and investment funds. Our key competitive
advantages include:

●
Strategic Capital Deployment: Through PMGC Capital LLC, we seek to acquire undervalued assets, optimizing capital returns while expanding our portfolio.

●
Diversified Holdings: We establish and acquire wholly
owned subsidiaries across biotechnology, advanced manufacturing, and specialty industrial sectors, including clinical-stage and
preclinical therapeutic assets, precision engineering businesses, and high-value component and packaging solutions.

●
Advancement of High-Potential Biotechnology Assets: Our subsidiary, NorthStrive Biosciences Inc., is progressing EL-22, a lead asset targeting muscle preservation in obesity treatment.

●
Flexible M&A and Licensing Model: Our structure allows for strategic acquisitions, licensing deals, and potential spin-offs, creating value for shareholders.

Sales and Marketing

As a diversified holding company, our sales and
marketing activities are conducted both at the parent level and through our wholly owned subsidiaries, with strategies tailored to the
specific industries in which each subsidiary operates. Our approach is designed to drive revenue growth, enhance asset value, and support
strategic partnerships, licensing arrangements, and capital deployment initiatives across our biotechnology, advanced manufacturing, specialty
packaging, and investment operations.

At the parent level, we focus on communicating
our overall platform strategy, capital allocation approach, and subsidiary performance to investors, strategic partners, and other stakeholders.

●
We engage with institutional investors, strategic acquirers, and industry participants to enhance awareness of our diversified business model and growth strategy.

●
We support our subsidiaries’ business development efforts through targeted marketing, industry engagement, and strategic introductions.

●
We participate in industry conferences, trade events, and investor presentations across our operating sectors to facilitate relationship development, generate opportunities, and support long-term value creation.

This diversified platform allows us to allocate
capital across multiple sectors, pursue complementary growth opportunities, and enhance long-term shareholder value.

 17

Strategy

We aim to position PMGC Holdings Inc. as a leading
diversified investment and holding company, leveraging strategic acquisitions, capital deployment, and asset optimization to
drive long-term growth.

Our strategy is built on three key pillars:

1.Capital Deployment for Stronger Returns

Through PMGC Capital, we focus on achieving high returns on capital by investing in undervalued assets, deploying
treasury funds into public and private investments, and leveraging structured financings to maximize value.

2.Acquiring and Scaling Biotechnology and High-Growth Operating
Companies

We actively seek acquisitions in the biotechnology sector and other high-growth industries, financing their expansion
through equity, debt, and available grants. By integrating synergistic businesses under our portfolio, we enhance operational efficiencies,
accelerate commercialization, and unlock market opportunities.

3.Spin-Offs and Strategic Portfolio Optimization

We continuously evaluate spin-off opportunities for wholly owned subsidiaries or specific assets, allowing us
to unlock shareholder value and create independent, specialized companies. This approach enables us to capitalize on advanced scientific
research and address significant unmet medical needs while maintaining a diversified and scalable business model.

Commercialization and Growth Strategy

Our commercialization and growth strategy varies
by business segment:

●
NorthStrive Biosciences Inc. – focused on advancing our preclinical and clinical-stage assets and seek to create value through strategic partnerships, licensing agreements, and collaborative arrangements with biotechnology, pharmaceutical, and healthcare companies to support continued development and progression of our programs.

●
PMGC Capital LLC – focused on identifying and executing investment opportunities across public and private markets, including structured financings and investments in undervalued assets, with an emphasis on capital deployment and value creation.

●
Pacific Sun Packaging, Inc. – generates revenue through direct customer relationships, providing custom packaging solutions to customers in the semiconductor, data center, and information technology hardware industries, with a focus on customer retention and long-term supply relationships.

●
AGA Precision Systems
LLC – generates revenue through contract manufacturing and precision machining services for customers in the aerospace,
defense, and industrial sectors. Competitive positioning in this company is supported by technical capabilities, high-tolerance
manufacturing expertise, and compliance with industry standards, including ITAR registration and AS9100 certification.

 18

Our Facilities

Our principal executive office is located at 120 Newport Center Drive,
Newport Beach, CA 92660. The office has 1,650 square feet, and the lease is on a month-to-month basis. The monthly rent is $9,273.50.

The following table sets forth the leases term and
monthly rent:

Lease Term

Address

Space

(square feet)

Average

Monthly Rent

Month to Month

120 Newport Center Drive, Newport Beach, CA 92660

1,650

$
9,273.50

Some members of our management work outside of these
premises in office space that we do not rent.

Employees

As of the date of this Annual Report, we have 32 full-time employees
and 2 part-time employee. We provide employee benefits for each employee which include medical, unemployment, and work injury compensation.
Our employees have not formed any employee union or association. We have developed various methods to train our employees adequately for
the functions they perform and are aware of the laws and regulations affecting our industry. Our success depends on our ability to attract,
retain and motivate qualified employees. We endeavor to offer employees competitive compensation packages and a positive, dynamic and
creative work environment. We believe that we maintain a good working relationship with our employees and have not experienced any difficulty
in recruiting staff for our operations.

Regulations

Government Regulation and Biologic Drug Approval

Government authorities in the United States, at the
federal, state and local level, and other countries, extensively regulate, among other things, the research, development, testing, manufacture,
quality control, approval, labeling, packaging, storage, recordkeeping, promotion, advertising, distribution, marketing and export and
import of products such as those we are selling and developing. Because we are developing product candidates that are unique biological
entities, the regulatory requirements that we will be subject to are not entirely clear and may change. Regulatory requirements governing
our product candidates have changed frequently and will likely continue to change in the future. We believe that the FDA will regulate
part of our product candidates as a biologic drug (i.e., a biologic) through the Biologics License Application (“BLA”) process
under the jurisdiction of the Office of Therapeutic Products within the Center for Biologics Evaluation and Research (“CBER”).
We will work with FDA to confirm that a BLA is the most appropriate pathway and that CBER will be the FDA center responsible for review
and licensure (i.e., approval). For future product candidates, we will also confirm the appropriate approval pathway (i.e., BLA or new
drug application (“NDA”)) and the appropriate FDA center with regulatory oversight (i.e., CBER or the Center for Drug Evaluation
and Research (“CDER”)).

 19

U.S. Biologic Drug Development Process

In the United States, biologic drugs (“biologics”) are
regulated under two statutes: The Public Health Service Act PHS Act and the Federal Food, Drug, and Cosmetic Act and their implementing
regulations. However, submission and approval of only one application—typically either a BLA or an NDA—is required prior to
marketing. The FDA has also issued numerous “Guidance Documents” and other materials that address specific aspects of biologic
development for particular types of product candidates (e.g., cells, tissues, etc.). Substantial time and financial resources are required
to obtain regulatory approvals and subsequently comply with appropriate federal, state, and local statutes and regulations. Failure to
comply with the applicable U.S. requirements at any time during the biologic development, approval, or post-approval processes may subject
an applicant to administrative or judicial sanctions. These sanctions could include the FDA’s refusal to approve pending applications,
withdrawal of an approval, imposition of a clinical hold on ongoing clinical trials, issuance of warning or untitled letters, product
recalls, product seizures, total or partial suspension of production or distribution, injunctions, fines, refusals of government contracts,
restitution, disgorgement or civil or criminal penalties. Any agency or judicial enforcement action could have a material adverse effect
on us.

The process required by the FDA before a biologic
may be marketed in the United States generally involves the following steps:

●completion of preclinical laboratory
tests, animal studies and formulation studies in accordance with FDA’s current good laboratory practice requirements and other
applicable regulations;

●submission to the FDA of an
IND, which must become effective before human clinical trials may begin;

●approval by an independent
institutional review board (“IRB”) at each clinical site (or by one “commercial IRB”) before each trial may be
initiated;

●performance of adequate and well-controlled human clinical trials in
accordance with current Good Clinical Practices (“cGCPs”) requirements to establish the safety, purity, and potency (i.e.,
efficacy) of the proposed biologic for its intended use;

●submission to the FDA of a
BLA after completion of all clinical trials;

●satisfactory outcome of an
FDA advisory committee review, if applicable;

●satisfactory completion of
an FDA inspection of the manufacturing facility or facilities at which the biologic is produced to assess compliance with cGMP requirements
to assure that the facilities, methods and controls are adequate to preserve the biologic’s identity, strength, quality and purity,
and FDA inspection of selected clinical investigation sites to assess compliance with cGCPs; and

●FDA review and approval of
the BLA to permit commercial marketing of the product for particular indications for use in the United States.

The specific preclinical studies and clinical testing
that is required for a BLA varies widely depending upon the specific type of product candidate under development. Prior to beginning a
human clinical trial with either a biologic or drug product candidate in the United States, we must submit an IND to the FDA and that
IND must become effective. The focus of an IND submission is the general investigational plan and protocol for the proposed clinical study.
The IND also includes results of animal and in vitro studies assessing the toxicology, pharmacokinetics, pharmacology, and pharmacodynamic
characteristics of the product; Chemistry Manufacturing and Controls (“CMC”) information; and any available human data or
literature to support the use of the investigational product. An IND must become effective before human clinical trials may begin. The
IND automatically becomes effective 30 days after receipt by the FDA, unless the FDA, within the 30-day time period, raises safety concerns
or questions about the proposed clinical trial. In such a case, the IND may be placed on clinical hold, and the IND sponsor and the FDA
must resolve any outstanding concerns or questions before the clinical hold is lifted and the clinical trial can begin. Submission of
an IND therefore may or may not result in FDA authorization to begin a clinical trial.

 20

Clinical trials involve the administration of the investigational product
to human subjects under the supervision of qualified investigators in accordance with cGCPs, which include the requirement that all research
subjects provide their informed consent for their participation in any clinical trial. Clinical trials are conducted under protocols detailing,
among other things, the objectives of the study, the parameters for monitoring safety and the effectiveness criteria to be evaluated.
A separate submission to the existing IND must be made for each successive clinical trial conducted during product development. Other
submissions to an IND include protocol amendments, information amendments, IND safety reports and annual reports. Furthermore, an independent
IRB for each clinical trial site (or a commercial IRB that acts as the IRB at one or more of the clinical trial sites) must review and
approve the protocol and informed consent form before the clinical trial may begin. The IRB also monitors the clinical trial until completed.

Regulatory authorities, the IRB or the sponsor may
suspend a clinical trial at any time on various grounds, including a finding that the subjects are being exposed to an unacceptable health
risk or that the trial is unlikely to meet its stated objectives. Some clinical trials also include oversight by an independent group
of qualified experts organized by the clinical trial sponsor, known as a data safety monitoring board (“DSMB”). A DSMB authorizes
whether or not a study may move forward at designated check points based on access to certain data from the trial. The DSMB may halt the
clinical trial if it determines there is an unacceptable safety risk for subjects or on other grounds, such as no demonstration of efficacy.
Related reporting requirements for the sponsor, clinical investigator, and/or IRB also include IND safety reports and updating clinical
trial results in public registries (e.g., ClinicalTrials.gov).

Human clinical trials are typically conducted in three
sequential phases that may overlap or be combined:

●Phase 1: The product
candidate is initially introduced into healthy human subjects. These clinical trials are designed to test the safety, dosage tolerance,
absorption, metabolism, distribution, excretion, side effects, and, if possible, early evidence of effectiveness. In the case of some
products for severe or life-threatening diseases when the product may be too inherently toxic to ethically administer it to healthy volunteers,
the initial human testing is often conducted in individuals who have the targeted disease or condition instead of healthy subjects;

●Phase 2: The product
candidate is administered to a limited population of individuals who have the specified disease or condition to continue to evaluate
safety, as well as preliminary efficacy, optimal dosages and dosing schedule, possible adverse side effects and safety risks. Multiple
Phase 2 clinical trials may be conducted to obtain information prior to beginning larger and more expensive Phase 3 (i.e., pivotal) clinical
trials; and

●Phase 3: Generally,
the largest in size, Phase 3 clinical trials are generally conducted at multiple geographically dispersed clinical trial sites. The product
candidate is administered to an expanded population of individuals who have the specified disease or condition to further evaluate dosage,
provide statistically significant evidence of clinical efficacy and gain additional safety data. These clinical trials are intended to
establish the overall risk/benefit ratio of the investigational product and to provide an adequate basis for product approval.

Concurrent with clinical trials, sponsors usually
complete additional animal studies. Sponsors must also develop information about the chemical and physical characteristics of the biologic
and finalize a process for manufacturing the product in commercial quantities in accordance with cGMP requirements. The manufacturing
process must be capable of consistently producing quality batches of the product candidate, and, among other things, the manufacturer
must develop methods for testing the identity, strength, quality, and purity of the final biologic. In addition, the sponsor must develop
and test appropriate packaging, and must conduct stability studies to demonstrate that the product candidate does not undergo unacceptable
deterioration over its shelf life. Before approval of a BLA, FDA evaluates the establishment by an on-site inspection to ensure the facilities
and controls used for the manufacture, processing, packaging, and testing of the drug are adequate to ensure and preserve its identity,
strength, quality, and purity.

During the development of a new biologic, sponsors
are given opportunities to meet with the FDA. These meetings typically occur before the submission of an IND (i.e., pre-IND meeting),
at the end of Phase 2 (i.e., EOP2 meeting), and before a BLA is submitted (i.e., pre-BLA meeting). Meetings at other times may be requested.
These meetings provide an opportunity for the sponsor to share information about the data gathered to date, for the FDA to provide advice,
and for the sponsor and the FDA to reach agreement on the next phase of development. Sponsors typically use EOP2 meetings to discuss Phase
2 clinical results and present plans for the pivotal Phase 3 clinical trials that they believe will support approval of the new biologic.

 21

U.S. Review and Approval Process for Biologic
Drugs

Assuming successful completion of all required testing
in accordance with the applicable statutory and regulatory requirements, the sponsor submits a BLA to the FDA. A BLA contains the results
of product development, preclinical and other non-clinical studies and clinical trials, descriptions of the manufacturing process, analytical
testing, proposed labeling and other relevant information. The submission of a BLA is subject to the payment of a substantial application
fee under the Prescription Drug User Fee Amendments (“PDUFA”). PDUFA fees apply to both drugs and biologics. Sponsors may
seek a waiver of these fees in certain limited circumstances, including a waiver of the application fee for the first BLA or NDA submitted
by a small business. Product candidates with an Orphan Drug Designation (“ODD”) are not subject to the BLA application fee
unless the product application also includes a non-orphan indication.

The FDA reviews a BLA to determine, among other things,
whether a biologic is safe, pure, and potent (i.e., effective) for its intended use and whether its manufacturing is GMP-compliant to
assure the product’s identity, strength, quality and purity. Under PDUFA, the FDA has a goal date of ten months from the date of
“filing” to review and act on the submission. However, the time between submission and filing can add an additional two months
as FDA conducts a preliminary review to ensure that the BLA is sufficiently complete to permit substantive review. Formal FDA review of
the BLA does not begin until FDA has accepted it for filing. The FDA may refer an application in some cases to an advisory committee for
its independent review. An advisory committee is a panel of independent experts, including clinicians and other scientific experts, that
reviews, evaluates and provides a recommendation to FDA as to whether the application should be approved and under what conditions. The
FDA is not bound by the recommendations of an advisory committee, but it considers such recommendations carefully when making decisions.

Before approving a BLA, the FDA will typically inspect
the locations where the product is manufactured. The FDA will not approve an application unless it determines that the manufacturing processes
and facilities are in compliance with cGMPs, and are adequate to assure consistent production of the product within required specifications.
An important part of a BLA is a lot release protocol that the sponsor will use to test each lot of product made after BLA approval, as
well as the FDA’s own test plan that will be used for confirmatory testing of each post-approval product lot that is made before
it is released to the public. If the FDA determines that the data and information in the application, including about the manufacturing
process or manufacturing facilities, are not acceptable, then the FDA will outline the deficiencies and often will request additional
testing or information. Notwithstanding the submission of any requested additional information, the FDA ultimately may decide that the
application does not satisfy the regulatory criteria for approval.

After the FDA evaluates a BLA, it will either issue
an approval letter or a Complete Response Letter (“CRL”). The approval letter authorizes commercial marketing of the biologic
with approved prescribing information for specific approved indications. On the other hand, a CRL indicates that the review cycle of the
application is complete but the BLA cannot be approved in its present form. A CRL usually describes the specific deficiencies identified
by the FDA and describes the actions the sponsor must take to correct those deficiencies. A sponsor that receives a CRL must resubmit
the BLA after addressing the deficiencies or withdraw the application. Even if such additional data and information are submitted to address
the deficiencies, the FDA may decide that the data and information in the resubmitted BLA do not satisfy the approval criteria.

Following marketing approval, a sponsor may need to
fulfill certain post-marketing requirements (“PMRs”) or post-marketing commitments (“PMCs”). For example, post-approval
trials, sometimes referred to as Phase 4 studies, may be conducted after initial marketing approval. These trials are used to gain additional
experience from the treatment of patients for the intended therapeutic indication. The trials may be agreed upon prior to approval, or
the FDA may require them if new safety issues emerge. Following approval, a sponsor may also need to conduct a pediatric study that was
temporarily deferred during the initial product development process. Under the Pediatric Research Equity Act (“PREA”), a sponsor
must conduct pediatric clinical trials for most new drugs or biologics, for a new active ingredient, new indication, new dosage form,
new dosing regimen or new route of administration. The required assessment must evaluate the safety and effectiveness of the product for
the claimed indications in all relevant pediatric subpopulations and support dosing and administration for each pediatric subpopulation
for which the product is safe and effective. PREA studies must be included in the application unless the sponsor has received a deferral
or waiver.

A risk evaluation and mitigation strategy (“REMS”)
may also be an important component of a BLA approval that requires sponsor post-marketing regulatory efforts. A REMS is a safety strategy
to manage a known or potential serious risk associated with a drug or biologic and to enable patients to have continued access to such
medicines by managing their safe use. A REMS may include medication guides, physician communication plans, or elements to assure safe
use (ETASU) such as restricted distribution methods, patient registries, and other risk minimization tools.

Once approved, the FDA may withdraw the product approval
if compliance with PMRs, PMCs, or a REMS program is not maintained or if problems occur after the product reaches the marketplace. The
FDA may also request that a product be recalled for an identified safety issue. In addition, new government requirements, including those
resulting from new legislation, may be established, or the FDA’s policies may change, which could impact the timeline for regulatory
approval or otherwise impact ongoing development programs.

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Regulations Applicable to Our Precision Manufacturing
Operations

Our precision manufacturing operations serve customers
in the aerospace, defense, and industrial sectors and are subject to a range of federal and state regulatory requirements.

International Traffic in Arms Regulations (ITAR)

Certain of our precision manufacturing operations are registered with
the U.S. Department of State’s Directorate of Defense Trade Controls under the ITAR, 22 C.F.R. Parts 120–130. ITAR controls the
export, temporary import, and brokering of defense articles, defense services, and related technical data listed on the United States
Munitions List (“USML”). As an ITAR-registered entity, our applicable subsidiaries are authorized to manufacture defense articles
and provide defense services, and are required to comply with all applicable ITAR requirements, including restrictions on the transfer
of controlled technical data and defense articles to foreign persons, whether inside or outside the United States. ITAR registration must
be renewed annually, and we are required to maintain records, implement security protocols, and ensure that all employees with access
to ITAR-controlled information are U.S. persons as defined under the regulations. Failure to comply with ITAR requirements could result
in civil penalties, criminal penalties, debarment from government contracting, loss of export privileges, and reputational harm.

Export Administration Regulations

In addition to ITAR, certain of the products and technical data produced
by our precision manufacturing operations may be subject to the Export Administration Regulations (“EAR”), administered by
the Bureau of Industry and Security within the U.S. Department of Commerce. The EAR controls the export, reexport, and transfer of dual-use
items — goods, software, and technology that have both commercial and military or proliferation applications — that are listed
on the Commerce Control List or that are subject to EAR jurisdiction. We are required to determine the applicable export classification
of our products and technical data and to comply with all applicable licensing requirements, end-use restrictions, and screening obligations
under the EAR. Violations of the EAR may result in civil and criminal penalties, denial of export privileges, and other sanctions.

AS9100 Quality Management System Certification

Certain of our precision manufacturing operations maintain certification
under AS9100, the internationally recognized quality management system standard for the aerospace, defense, and space industries, published
by the Society of Automotive Engineers International. AS9100 incorporates the requirements of ISO 9001 and adds additional requirements
specific to the aerospace and defense industries, including requirements related to configuration management, risk management, product
safety, counterfeit parts prevention, and first article inspection. AS9100 certification is required or strongly preferred by many aerospace
and defense prime contractors and government agencies as a condition to qualifying as an approved supplier. Our certified facilities are
subject to periodic surveillance audits and recertification audits conducted by accredited third-party certification bodies, and must
maintain ongoing compliance with the standard’s requirements to retain certification. Loss of AS9100 certification could result in the
loss of existing customer qualifications, disqualification from bidding on new contracts, and reputational harm.

Occupational Safety and Health Regulations

Our precision manufacturing operations are subject to federal and state
occupational safety and health laws and regulations, including those administered by the Occupational Safety and Health Administration
(“OSHA”) under the Occupational Safety and Health Act of 1970. These regulations establish requirements for workplace safety,
including standards related to machine guarding, hazard communication, personal protective equipment, lockout/tagout procedures, noise
exposure, and other hazards associated with CNC machining and metalworking operations. Our operations in California are also subject to
California Occupational Safety and Health Administration regulations, which in certain respects impose requirements that are more stringent
than federal OSHA standards. Failure to comply with applicable occupational safety and health requirements could result in citations,
fines, work stoppages, employee injury claims, and increased workers’ compensation costs.

Environmental Regulations

Our precision manufacturing operations involve the use, storage, handling,
and disposal of materials that may be subject to federal, state, and local environmental laws and regulations, including the Resource
Conservation and Recovery Act (“RCRA”), the Clean Air Act, the Clean Water Act, the Toxic Substances Control Act, and their
state-law equivalents. The machining of metals, including specialty and exotic alloys, involves the use of cutting fluids, coolants, lubricants,
and other substances that may constitute hazardous materials or generate hazardous waste. We are required to comply with applicable requirements
for the storage, handling, labeling, transportation, and disposal of such materials. Failure to comply with applicable environmental laws
and regulations could result in fines, penalties, remediation costs, and restrictions on operations.

Government Contracting Regulations

To the extent our precision manufacturing operations provide products
or services directly or indirectly to the U.S. government, such operations may be subject to federal government contracting regulations,
including the Federal Acquisition Regulation and the Defense Federal Acquisition Regulation Supplement. These regulations impose requirements
relating to cost accounting, pricing, procurement integrity, subcontracting, and compliance with socioeconomic policies. Non-compliance
with government contracting regulations could result in contract termination, suspension or debarment from future government contracts,
civil and criminal penalties, and reputational harm.

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Regulations Applicable to Our Specialty Packaging
Operations

Our specialty packaging operations provide custom-engineered
protective packaging solutions for electronic and IT hardware components and are subject to a range of federal, state, and local regulatory
requirements.

Electrostatic Discharge (ESD) Protection Standards

Our packaging solutions are engineered to comply with industry standards
for electrostatic discharge protection, including standards published by the ESD Association, such as ANSI/ESD S20.20 and ANSI/ESD S541.
These standards establish requirements for the handling, packaging, and transportation of ESD-sensitive electronic components. While compliance
with ESD standards is generally voluntary, many of our customers in the semiconductor, data center, and networking equipment supply chains
require their suppliers to demonstrate compliance with applicable ESD standards as a condition of doing business. Failure to meet customer-required
ESD standards could result in product returns, customer claims, loss of business, and reputational harm.

Occupational Safety and Health Regulations

Our specialty packaging operations are subject
to federal and state occupational safety and health laws and regulations, including those administered by OSHA and, for operations located
in California, Cal/OSHA. These regulations establish requirements for workplace safety applicable to our manufacturing and warehouse operations,
including standards related to material handling, hazard communication, personal protective equipment, and ergonomic safety. Failure to
comply with applicable occupational safety and health requirements could result in citations, fines, work stoppages, and employee injury
claims.

Environmental Regulations

Our specialty packaging manufacturing operations
may involve the use of materials and processes that are subject to federal, state, and local environmental laws and regulations, including
requirements related to air emissions, waste disposal, and the handling and storage of chemicals used in the packaging manufacturing process.
We are required to comply with applicable environmental regulations, including those administered under the Clean Air Act, the Clean Water
Act, RCRA, and their state-law equivalents. Failure to comply with applicable environmental laws and regulations could result in fines,
penalties, and remediation costs.

California Proposition 65

Our operations and products may be subject to
the requirements of California’s Safe Drinking Water and Toxic Enforcement Act of 1986, commonly known as Proposition 65. Proposition
65 requires businesses operating in California to provide warnings to consumers when their products contain chemicals known to the State
of California to cause cancer, birth defects, or other reproductive harm. The list of chemicals subject to Proposition 65 is maintained
and periodically updated by the California Office of Environmental Health Hazard Assessment (“OEHHA”). Non-compliance with Proposition
65 can result in significant civil penalties and private enforcement actions.

Packaging and Labeling Regulations

Our packaging products may be subject to federal and state packaging
and labeling requirements, including requirements imposed by the Federal Trade Commission and state consumer protection agencies. To the
extent we make environmental claims about our packaging products (e.g., recyclability, sustainability), such claims are subject to the
Federal Trade Commission (“FTC”)’s Guides for the Use of Environmental Marketing Claims and analogous state regulations.
We are also required to comply with any applicable product marking, labeling, or material disclosure requirements imposed by our customers
or required by industry standards.

Trade and Customs Regulations

To the extent our specialty packaging operations source materials or
components from international suppliers or ship products internationally, such operations may be subject to U.S. customs laws and regulations
administered by U.S. Customs and Border Protection, including requirements related to import classification, valuation, country of origin
marking, and applicable tariffs and duties. Changes in U.S. trade policy, including the imposition or escalation of tariffs on imported
materials, could increase our cost of goods and adversely affect our margins and competitive position.

General Regulatory Matters Applicable to All
Subsidiaries

In addition to the industry-specific regulations
described above, all of the Company’s subsidiaries are subject to a broad range of federal, state, and local laws and regulations of general
applicability, including laws and regulations relating to employment and labor (including wage and hour, anti-discrimination, and workplace
accommodation requirements), employee benefits, data privacy and security, tax, anti-corruption, anti-money laundering, and securities
laws. Our operations in California subject us to California-specific regulatory requirements that may, in certain respects, be more stringent
than federal requirements, including those related to employment, environmental protection, and consumer protection. As we grow and expand
our operations, including through acquisitions, we may become subject to additional regulatory requirements in new jurisdictions. Compliance
with existing and evolving regulatory requirements may increase our costs, require changes to our business practices, and divert management
resources.

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