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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of
earliest event reported): October 14,
2026
PHARMACYTE
BIOTECH, INC.
(Exact Name of Registrant as Specified in its Charter)
| Nevada |
001-40699 |
62-1772151 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
3960
Howard Hughes Parkway, Suite
500
Las
Vegas,
Nevada |
89169 |
| (Address of Principal Executive Offices) |
(Zip Code) |
Registrant's telephone number, including area code:
(917) 595-2850
N/A
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of exchange on which registered |
| Common Stock, Par Value $0.0001 Per Share |
|
PMCB |
|
The Nasdaq
Stock Market LLC |
| |
|
|
|
|
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this Chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 4.01 | Changes in Registrant’s Certifying Accountant. |
(a) Dismissal of Independent Registered Public Accounting Firm
On October 14, 2026, the Audit
Committee (the “Audit Committee”) of the Board of Directors of PharmaCyte Biotech, Inc. (the “Company”) dismissed
CBIZ CPAs P.C. (“CBIZ CPAs”) as the Company’s independent registered public accounting firm, effective as of that date.
The reports of CBIZ CPAs on
the Company’s consolidated financial statements as of and for the fiscal years ended April 30, 2026 and April 30, 2025 did not contain
an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles.
During the fiscal years ended
April 30, 2026 and April 30, 2025, and the subsequent interim period through October 14, 2026, there were (i) no “disagreements”
(as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions thereto) between the Company and CBIZ CPAs on any matter
of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved
to the satisfaction of CBIZ CPAs, would have caused CBIZ CPAs to make reference to the subject matter of the disagreements in connection
with its reports on the Company’s consolidated financial statements for such periods, and (ii) no “reportable events”
(as defined in Item 304(a)(1)(v) of Regulation S-K), except for the material weaknesses in the Company’s internal control over financial
reporting disclosed in the Company’s Annual Reports on Form 10-K for the fiscal years ended April 30, 2026 and April 30, 2025, relating
to insufficient segregation of duties of the Chief Financial Officer and insufficient management review controls. The Company has authorized
CBIZ CPAs to respond fully to the inquiries of Grassi (as defined below) concerning the material weaknesses.
The Company has provided CBIZ
CPAs with a copy of the disclosures made in this Current Report on Form 8-K prior to the filing hereof with the Securities and Exchange
Commission (the “SEC”) and has requested that CBIZ CPAs furnish the Company with a letter addressed to the SEC stating whether
it agrees with the statements made by the Company in response to Item 304(a) of Regulation S-K and, if not, stating the respects in which
it does not agree. A copy of CBIZ CPAs letter, dated October 16, 2026, is filed as Exhibit 16.1 to this Current Report on Form
8-K.
(b) Engagement of New Independent Registered Public Accounting
Firm
On October 14, 2026, the Audit
Committee approved the engagement of Grassi & Co., CPAs, P.C. (“Grassi”) as the Company’s new independent registered
public accounting firm, effective as of that date, to audit the Company’s consolidated financial statements for the fiscal year
ending April 30, 2027 and to review the Company’s interim financial statements commencing with the fiscal quarter ending October
31, 2026.
During the fiscal years ended
April 30, 2026 and April 30, 2025, and the subsequent interim period through October 14, 2026, neither the Company nor anyone acting on
its behalf consulted with Grassi regarding (i) the application of accounting principles to a specified transaction, either completed or
proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a
written report nor oral advice was provided to the Company that Grassi concluded was an important factor considered by the Company in
reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a “disagreement”
(as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions thereto) or a “reportable event” (as defined
in Item 304(a)(1)(v) of Regulation S-K).
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
|
Description |
| 16.1 |
|
Letter of CBIZ CPAs P.C., dated October 16, 2026, addressed to the Securities and Exchange Commission.
|
| 104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
| |
|
|
| |
PHARMACYTE BIOTECH, INC. |
| |
|
| Date: October 16, 2026 |
|
| |
|
|
| |
By: |
/s/ Joshua N. Silverman |
| |
Name: |
Joshua N. Silverman |
| |
Title: |
Chief Executive Officer and President |
