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Pharma-Bio Serv, Inc. filed Amendment No. 1 to its annual report for the year ended October 31, 2025 to add updated Part III information on governance, compensation, ownership and auditor matters. The amendment does not change the previously reported financial results and is meant to be read together with the original Form 10-K.
The filing details a four‑member, fully independent board under Nasdaq standards, with standing audit, compensation, and nominating committees. It describes long‑tenured CEO Victor Sanchez and CFO Pedro Lasanta, whose salaries in fiscal 2025 were $231,000 and $175,000, respectively, with only statutory bonuses and limited perquisites.
Independent directors each received $50,000 in cash fees plus stock options. The company discloses a related‑party AI Agreement: for $250,000 it obtained an AI‑based lead generation platform, a 2.44% interest in an AI company and an option to raise that interest to 16.67%. Crowe PR PSC billed $113,740 in audit and related services for 2025, all pre‑approved by the audit committee.
Pharma-Bio Serv, Inc. reported that it has released its financial results for the year ended October 31, 2025. The company announced these full-year results through a press release dated January 29, 2026, which is attached to this report as Exhibit 99.1.
The filing emphasizes that the press release and related financial information are being furnished rather than filed, meaning they are not automatically incorporated into other securities filings unless specifically referenced.
Pharma-Bio Serv, Inc. reports results for the year ended October 31, 2025, highlighting a small net loss and stronger margins in its global compliance consulting business. Revenue was about $9.0 million, down from $9.5 million, as growth in Europe was offset by softer demand in Puerto Rico, the United States and Brazil.
Gross profit margin improved to 32.3% from 26.5% as project mix and pricing boosted profitability, reducing the net loss to roughly $0.1 million from $0.8 million. Three major customers provided 43.5% of revenue, underscoring client concentration risk. Working capital of about $11.6 million supports operations, dividends and buybacks.
The company paid a $0.075 per share cash dividend and repurchased shares under its ongoing program, while shifting to a fully remote structure except for a small Madrid office. It also holds a $6.7 million judgment against a customer, though collection remains uncertain. Management cites tax changes, Puerto Rico economic conditions, industry consolidation and cybersecurity as key risks.
Pharma-Bio Serv, Inc. reported an insider equity award for Chairman and director Kirk Michel. On January 10, 2026, he received a stock option covering 20,000 shares of common stock at an exercise price of $0.54 per share, expiring on January 10, 2031. The option vests in two equal installments on July 10, 2026 and July 10, 2027, meaning half of the option becomes exercisable on each of those dates.
Pharma-Bio Serv, Inc. reported a routine insider equity award for director Dov Perlysky. On January 10, 2026, he was granted a stock option covering 20,000 shares of common stock at an exercise price of $0.54 per share. The option vests in two equal installments on July 10, 2026 and July 10, 2027, and expires on January 10, 2031. Following this grant, Perlysky beneficially owns 20,000 derivative securities directly in the form of this option.
Pharma-Bio Serv, Inc. director Howard Spindel reported a new stock option grant. On January 10, 2026, he was awarded 20,000 stock options with an exercise price of $0.54 per share, each option corresponding to one share of common stock.
The options vest in two equal installments on July 10, 2026 and July 10, 2027, meaning half become exercisable on each of those dates. Following this grant, Spindel beneficially owns 20,000 derivative securities, held directly, according to the report.
Pharma-Bio Serv, Inc. director Irving L. Wiesen reported a new stock option grant on a Form 4. On January 10, 2026, he received a stock option for 20,000 shares of Pharma-Bio Serv common stock. The option has an exercise price of $0.54 per share and an expiration date of January 10, 2031.
According to the filing, the option vests in two equal installments on July 10, 2026 and July 10, 2027. After this grant, Wiesen beneficially owns 20,000 derivative securities related to these options, held in direct ownership.
Pharma-Bio Serv, Inc. filed a current report to disclose that it issued a press release announcing its results of operations for the three and nine months ended July 31, 2025. The press release is furnished as Exhibit 99.1 to the report, providing the detailed financial and operating results for that period. The company clarifies that this information, including Exhibit 99.1, is furnished rather than filed, meaning it is not subject to certain liability provisions under the Exchange Act or automatically incorporated into other securities filings. The report is signed on behalf of the company by Pedro J. Lasanta, its Chief Financial Officer, Vice President Finance and Administration, and Secretary.
Pharma-Bio Serv, Inc. (PBSV) discloses share counts, tax items, repurchases and customer concentration. The company reports 10,000,000 authorized shares with 23,519,672 issued and 22,920,442 outstanding at July 31, 2025, and notes 599,230 common shares held in treasury at that date. Under U.S. tax reforms, a 100% exemption on certain foreign-source dividends is noted while GILTI subjects foreign subsidiary earnings to a reduced U.S. tax rate of 10.5%. The Transition Tax payment period runs eight years through the companys second quarter of fiscal 2026. The Spanish subsidiary tax rate is 25%. During the period, the company repurchased 536,258 and 498,557 common shares for aggregate amounts of $507,112 and $484,871, respectively, and paid $1,719,918 on March 20, 2025. Revenue concentration from certain global affiliated groups rose to 53.8% for the nine months ended July 31, 2025, and amounts due from those affiliates represented 55.3% of total accounts receivable at July 31, 2025.