PharmaCyte Biotech (PMCB) wins approval for reverse split range and 2M new plan shares

Rhea-AI Filing Summary

PharmaCyte Biotech, Inc. reported results of its annual stockholder meeting held by webcast. Stockholders approved all five proposals, including an amendment to the 2022 Equity Incentive Plan that increases the shares of common stock available for awards by 2,000,000.

Five directors were elected to serve until the next annual meeting, each receiving over 3.3 million votes in favor, with broker non-votes recorded. Stockholders also ratified CBIZ CPAs P.C. as independent auditor for the fiscal year ending April 30, 2026.

Investors approved, on a non-binding advisory basis, the compensation of the named executive officers. They further authorized the board, but did not require it, to implement a reverse stock split of the outstanding common stock at any ratio between 1-for-1.1 and 1-for-100.

Insights

Corporate governance analyst

Shareholders backed all proposals, adding equity plan shares and reverse split flexibility.

Stockholders of PharmaCyte Biotech approved routine governance items plus two capital-structure tools. The 2022 Equity Incentive Plan now allows an additional 2,000,000 common shares for employee and director awards, which can support retention and compensation using equity instead of cash.

They also granted the board discretionary authority to enact a reverse stock split within a wide 1-for-1.1 to 1-for-100 range, though no specific ratio or timing was set in this disclosure. This authorization gives the board flexibility to adjust the share count in the future, while any actual split would depend on a later board decision.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Meeting quorum shares: 7,387,861 shares Quorum percentage: 55.08% Equity plan increase: 2,000,000 shares +5 more

8 metrics

Meeting quorum shares 7,387,861 shares Voting stock represented at annual meeting, about 55.08% entitled to vote

Quorum percentage 55.08% Portion of outstanding shares entitled to vote that were represented

Equity plan increase 2,000,000 shares Additional common shares authorized under 2022 Equity Incentive Plan

Reverse split range 1-for-1.1 to 1-for-100 Board authority over potential reverse stock split ratios

Auditor ratification votes for 6,837,442 votes Votes in favor of CBIZ CPAs P.C. as auditor for FY ending April 30, 2026

Say-on-pay votes for 3,306,883 votes Support for named executive officers’ compensation on advisory basis

Reverse split votes for 5,067,304 votes Votes approving reverse stock split authority amendment

Plan amendment votes for 3,133,280 votes Votes approving 2022 Equity Incentive Plan amendment

Key Terms

reverse stock split, 2022 Equity Incentive Plan, non-binding advisory basis, broker non-votes, +1 more

5 terms

reverse stock split financial

"approval of an amendment ... to effect a reverse stock split of the Company’s outstanding common stock"

A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.

2022 Equity Incentive Plan financial

"approved an amendment to the Company’s 2022 Equity Incentive Plan to ... increase the number of shares"

non-binding advisory basis regulatory

"The approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers."

A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.

broker non-votes regulatory

"Nominee | For | Withheld | Broker Non-Votes Joshua N. Silverman | 3,563,982 | 383,306 | 3,440,576"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"selection ... of CBIZ CPAs P.C. as the independent registered public accounting firm of the Company"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Understanding 8-K Material Events →

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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): March 30, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 30, 2026, PharmaCyte Biotech, Inc. (the “Company”) held its annual meeting of stockholders for the year ended April 30, 2026 (the “Annual Meeting”) via live webcast. At the Annual Meeting, stockholders of the Company approved an amendment to the Company’s 2022 Equity Incentive Plan to, among other things, increase the number of shares of the Company’s common stock (the “Common Stock”) available for the grant of awards by 2,000,000 shares (as amended, the “2022 Equity Incentive Plan”).

The foregoing description of the 2022 Equity Incentive Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the 2022 Equity Incentive Plan, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, 7,387,861 shares of voting stock, or approximately 55.08% of the outstanding shares of stock entitled to vote at the meeting, were represented by proxy or in person, representing a quorum.

At the Annual Meeting, the stockholders of the Company voted as set forth below on five proposals, each of which is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 9, 2026. The final voting results for each matter submitted to a vote of the Company’s stockholders are as follows:

Proposal 1. Election of Directors.

The election of five directors, each to hold office until the annual meeting of stockholders for the year ended April 30, 2027, or until each director’s respective successor is elected and qualified.

Nominee	For	Withheld	Broker Non-Votes
Joshua N. Silverman	3,563,982	383,306	3,440,576
Jonathan L. Schechter	3,476,106	471,182	3,440,576
Michael M. Abecassis	3,574,494	372,794	3,440,576
Robert Weinstein	3,397,282	550,006	3,440,576
Wayne R. Walker	3,468,492	478,796	3,440,576

Proposal 2. Ratification of Selection of Independent Registered Public Accounting Firm.

The ratification of the selection by the audit committee of the Company’s board of directors (the “Board”) of CBIZ CPAs P.C. as the independent registered public accounting firm of the Company for the fiscal year ending April 30, 2026.

For		Against		Abstain
6,837,442		514,469		35,950

Proposal 3. Approval of Executive Compensation.

The approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers.

For		Against		Abstain
3,306,883		625,080		15,322

2

Proposal 4. Approval of Reverse Stock Split.

The approval of an amendment to the Company’s Articles of Incorporation, as amended, to provide the Board the authority, but not the requirement, to effect a reverse stock split of the Company’s outstanding common stock at a ratio between 1-for-1.1 and 1-for-100 (or any number in between).

For		Against		Abstain
5,067,304		2,280,497		40,056

Proposal 5. Approval of Plan Amendment.

The approval of an amendment to the Company’s 2022 Equity Incentive Plan, to, among other things, increase the number of shares available for the grant of awards by 2,000,000 shares.

For		Against		Abstain
3,133,280		804,435		9,572

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed as part of this report:

Exhibit Number		Description
10.1		PharmaCyte Biotech, Inc. 2022 Equity Incentive Plan, As Amended
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

3

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: April 2, 2026
	By:	/s/ Joshua N. Silverman
	Name:	Joshua N. Silverman
	Title:	Chief Executive Officer and President

4

FAQ

What did PharmaCyte Biotech (PMCB) shareholders approve at the 2026 annual meeting?

Shareholders approved all five proposals, including electing five directors, ratifying CBIZ CPAs P.C. as auditor, authorizing a reverse stock split range, and amending the 2022 Equity Incentive Plan to add 2,000,000 shares for future equity awards.

How many PharmaCyte Biotech (PMCB) shares were represented at the annual meeting?

A total of 7,387,861 shares of voting stock were represented in person or by proxy, equal to approximately 55.08% of shares entitled to vote. This representation met quorum requirements for conducting business at the annual meeting.

What reverse stock split authority did PharmaCyte Biotech (PMCB) shareholders grant?

Shareholders approved an amendment giving the board authority, but not the obligation, to implement a reverse stock split of outstanding common stock at any ratio between 1-for-1.1 and 1-for-100. No specific split ratio or effective date was set in this disclosure.

How did PharmaCyte Biotech (PMCB) shareholders vote on executive compensation?

On a non-binding advisory basis, shareholders approved the compensation of the named executive officers, with 3,306,883 votes for, 625,080 against, and 15,322 abstentions. This reflects majority support for the company’s executive pay practices as presented.

What change was made to PharmaCyte Biotech’s 2022 Equity Incentive Plan?

Shareholders approved an amendment to the 2022 Equity Incentive Plan increasing the number of common shares available for awards by 2,000,000. This expansion supports future equity-based compensation grants to employees, directors, and other eligible participants.

Who was elected to PharmaCyte Biotech (PMCB)’s board of directors?

Five nominees were elected: Joshua N. Silverman, Jonathan L. Schechter, Michael M. Abecassis, Robert Weinstein, and Wayne R. Walker. Each will serve until the annual meeting for the year ended April 30, 2027, or until a successor is elected and qualified.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 2022 INCENTIVE STOCK PLAN, AS AMENDED 117.9 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB