Pharmacyte Biotech Inc SEC Filings

PharmaCyte Biotech, Inc. filed a notice that it will not meet the original deadline for its Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2025. The company says it needs additional time to prepare and review its financial statements to ensure adequate disclosure, and that this delay could not be avoided without unreasonable effort or expense.

Under Rule 12b-25, PharmaCyte expects to file the Form 10-Q no later than the fifth calendar day after the prescribed due date of December 15, 2025. The company indicates that all other required periodic reports over the past 12 months have been filed and that it does not anticipate any significant change in results of operations from the corresponding period of the prior fiscal year in the upcoming report.

PharmaCyte Biotech, Inc. reported equity award activity for director Wayne R. Walker. On 12/12/2025, 37,500 shares of common stock were acquired at $0 per share, and 16,875 shares were disposed of at $1.02 per share to satisfy tax liability upon vesting of restricted stock units, leaving 20,625 shares of common stock directly owned.

Walker also reported receiving 63,233 stock options on 04/25/2025 with an exercise price of $1.22 per share, expiring on 04/24/2035 and covering 63,233 shares of common stock. These options will vest in full on the date of the company’s next annual meeting of stockholders, subject to his continued service, and the company notes the transaction was reported late due to an inadvertent administrative error, not any error of Mr. Walker.

PharmaCyte Biotech, Inc. reported insider equity activity by CEO, President and Director Joshua N. Silverman on 12/12/2025. He acquired 575,000 shares of common stock at $0, increasing his direct holdings.

On the same day, 258,750 shares were disposed of at $1.02 to satisfy the tax liability upon vesting of restricted stock units, and this withholding did not involve an open-market sale. After these transactions, Silverman beneficially owned 316,250 shares directly and 50,000 shares indirectly through JNS Holdings Group LLC.

PharmaCyte Biotech director Jonathan Schechter reported recent equity compensation activity. On 12/12/2025, he acquired 150,000 shares of common stock, with 67,500 shares withheld to cover taxes related to vesting restricted stock units, so the withholding did not involve an open-market sale.

On 04/25/2025, he was also granted stock options covering 63,233 shares of common stock at an exercise price of $1.22 per share, expiring on 04/24/2035. These options are scheduled to vest in full on the date of the company’s next annual meeting of stockholders, subject to his continued service.

PharmaCyte Biotech, Inc., as a reporting person and 10% owner of Q/C Technologies, Inc. (QCLS), reported derivative equity transactions on a Form 4. On 09/04/2025, the reporting person acquired 889,865 shares of Series H Convertible Preferred Stock and related warrants, each ultimately linked to 889,865 shares of common stock. The Series H preferred is convertible into common stock at a conversion price of $3.3713 per share, subject to adjustment, and its conversion rights do not expire. Both the Series H preferred and the warrants became convertible only after shareholders approved the issuance of the underlying common stock at a special meeting held on November 14, 2025, with the warrants expiring on November 14, 2030.

PharmaCyte Biotech, Inc. filed an amended Form 8-K to supplement its earlier disclosure about a strategic investment in Q/C Technologies, Inc. The company previously purchased Q/C Series H convertible preferred stock and warrants for an aggregate price of $3,000,000, with the preferred shares convertible into 600,000 Q/C common shares and the warrants exercisable for up to 600,000 additional Q/C common shares. The amendment adds Q/C’s audited financial statements for the years ended December 31, 2024 and 2023, unaudited financials as of June 30, 2025, and unaudited pro forma condensed combined financial information showing how the Transaction would have affected PharmaCyte’s results. The pro forma data are presented for informational and illustrative purposes only and are not projections of future performance.

PharmaCyte Biotech (PMCB) reported shareholder approvals from its October 30, 2025 special meeting. Stockholders authorized, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of common stock underlying convertible preferred stock and warrants issued under the August 17, 2025 Securities Purchase Agreement and related placement engagement, in an amount equal to or in excess of 20% of common shares outstanding before those issuances, including any anti-dilution adjustments.

Shareholders also approved an amendment to the 2022 Equity Incentive Plan to increase the number of shares available for awards by 2,250,000 shares. Voting results: Proposal 1 passed with 1,649,395 for, 249,100 against, 47,316 abstaining; Proposal 2 passed with 2,348,827 for, 399,696 against, 118,421 abstaining; and adjournment authority (Proposal 3) passed with 2,496,898 for, 311,836 against, 58,210 abstaining. A quorum was present with 2,866,944 shares represented, approximately 37.1% of shares entitled to vote.

PharmaCyte Biotech, Inc. seeks shareholder approval at a special meeting for three principal items: an Issuance Proposal, a Plan Amendment Proposal to add 2,250,000 shares to its 2022 Equity Incentive Plan, and an Adjournment Proposal to postpone the meeting if there are insufficient votes or no quorum. The filing lists security ownership of management and certain large holders, including an affiliated group with 10.23% ownership and all directors and executive officers collectively holding 10.33% of outstanding shares. Proxy voting methods (by mail or at the virtual meeting) are described, and the board recommends votes in favor of the proposals.

PharmaCyte Biotech, Inc. is soliciting votes at a virtual special meeting to consider several proposals including approval of an issuance proposal, an amendment to the 2022 Equity Incentive Plan to add 2,250,000 shares available for awards, and an adjournment proposal to permit additional solicitation if needed. The proxy materials include voting methods (by mail or during the virtual meeting) and a security ownership table showing entities affiliated with Intracoastal Capital LLC hold 714,844 shares (about 10.23%) and all directors and executive officers as a group hold 770,230 shares (about 10.33%), with Chairman/CEO Joshua N. Silverman shown with 220,000 shares (approximately 3.16%). The materials reference the full text of the amended Equity Incentive Plan in an appendix.