Pharmacyte Biotech Inc SEC Filings

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.

PharmaCyte Biotech, Inc. (PMCB) filed an S-3 shelf registration to register shares issuable upon conversion of Series C Preferred Stock and upon exercise of outstanding warrants and placement agent warrants. The prospectus notes the company would receive up to approximately $7.5 million only if all warrants are exercised for cash; otherwise selling stockholders will receive proceeds from secondary sales. The registration covers shares held by multiple institutional and individual selling stockholders (many pegged at 4.99% ownership thresholds) and includes a 150% sizing convention used to calculate maximum conversion and warrant share counts. The document reiterates significant risks including a clinical hold interaction with the FDA on an IND for a planned LAPC clinical trial, long drug-development timelines, dependence on third parties, potential illiquidity, and general regulatory and competitive risks. The offering may enable secondary liquidity but also creates potential dilution if conversions/exercises occur.

PharmaCyte Biotech, Inc. entered into a Securities Purchase Agreement for a private placement of 7,000 shares of new Series C convertible preferred stock with a stated value of $1,000 per share, for expected gross proceeds of $7 million. The preferred stock is initially convertible at $1.00 into up to 7,000,000 shares of common stock and is accompanied by warrants to purchase up to 7,000,000 additional common shares at an exercise price of $1.00, both with anti-dilution adjustments.

The preferred carries a 7% annual cash dividend, increasing to 15% upon certain Triggering Events, and votes with common stock based on stated value divided by the then-current conversion price, subject to Nasdaq “Minimum Price” constraints. Issuance above 19.99% of outstanding common stock requires Nasdaq stockholder approval, which the company plans to seek at a meeting no later than October 31, 2025. PharmaCyte will file a resale registration statement for 150% of the conversion shares and 150% of the warrant shares and may owe liquidated damages if it misses registration milestones.