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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 30, 2025
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.
(e) At the Special Meeting (as defined below),
stockholders of PharmaCyte Biotech, Inc. (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 2,250,000 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.
On October 30, 2025, the Company held a special
meeting of stockholders (the “Special Meeting”) via live webcast. At the Special Meeting, 2,866,944 shares of voting stock,
or approximately 37.1% of the outstanding shares of stock entitled to vote at the meeting, were represented by proxy or in person, representing
a quorum.
At the Special Meeting, the stockholders of the
Company voted as set forth below on three proposals, each of which is described in detail in the Company’s definitive proxy statement
filed with the Securities and Exchange Commission on October 6, 2025. The final voting results for each matter submitted to a vote of
the Company’s stockholders are as follows:
Proposal 1. Issuance of Shares of our Common
Stock.
The Company’s stockholders voted to authorize,
for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of Common Stock underlying shares of convertible preferred
stock and warrants issued by the Company pursuant to the terms of (a) that certain Securities Purchase Agreement, dated August 17, 2025,
by and among the Company and the investors named therein and (b) that certain engagement letter by and among the Company and GP Nurmenkari
Inc. as placement agent, in an amount equal to or in excess of 20% of the Company’s Common Stock outstanding before the issuance
of such convertible preferred stock and warrants (including upon the operation of anti-dilution provisions contained in such convertible
preferred stock and warrants), by the following votes:
| Shares Voted For |
|
Shares Voted Against |
|
Abstentions |
| 1,649,395 |
|
249,100 |
|
47,316 |
Proposal 2. Amendment to the Company’s
2022 Equity Incentive Plan.
The Company’s stockholders voted to approve
a proposed 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 2,250,000 shares, by the following votes:
| Shares Voted For |
|
Shares Voted Against |
|
Abstentions |
| 2,348,827 |
|
399,696 |
|
118,421 |
Proposal 3. Adjournment of the Special Meeting.
The Company’s stockholders voted to approve
the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there were
insufficient votes to adopt either of Proposal 1 or 2 or to establish a quorum, by the following votes:.
| Shares Voted For |
|
Shares Voted Against |
|
Abstentions |
| 2,496,898 |
|
311,836 |
|
58,210 |
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) |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
|
|
| |
PHARMACYTE BIOTECH, INC. |
| |
|
| Date: October 31, 2025 |
|
| |
|
|
| |
By: |
/s/ Joshua N. Silverman |
| |
Name: |
Joshua N. Silverman |
| |
Title: |
Chief Executive Officer and President |
