8-K

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) May 2, 2024

Registrant’s Telephone number, including area code (787) 278-2709

(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:

Securities registered pursuant to Section 12(b) of the Act: None

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.

At the 2024 Annual Meeting of Stockholders of Pharma-Bio Serv, Inc. (the "Company") held on May 2, 2024 (the "Annual Meeting"), stockholders of the Company approved an amendment to the Pharma-Bio Serv, Inc. 2014 Long-Term Incentive Plan (the "2014 Plan") to extend the 2014 Plan for an additional ten years from March 31, 2024 to March 31, 2034 (the “Plan Amendment”). The Board of Directors of the Company adopted the Plan Amendment on March 6, 2024, subject to stockholder approval.

A description of the material terms and conditions of the Plan Amendment is set forth on page 12 of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 8, 2024, and is incorporated herein by reference. The description of the Plan Amendment incorporated herein by reference does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan Amendment, attached to this report as Exhibit 10.1, and incorporated herein by reference.

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

The following matters were voted upon at the Annual Meeting.

Kirk Michel and Dov Perlysky were elected as Class II directors to serve for a term until the 2027 Annual Meeting of Stockholders or until his successor is duly elected and qualified. Kirk Michel and Dov Perlysky received the following votes:

There were 1,714,854 broker non-votes on this proposal.

The ratification of the selection of Crowe PR PSC as the Company's independent certified public accountants for the fiscal year ending October 31, 2024 received the following votes:

There were no broker non-votes on this proposal.

The approval of the Plan Amendment received the following votes:

There were 1,714,854 broker non-votes on this proposal.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

• Management Compensatory Plan

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.

pbsv_ex101.htm EXHIBIT 10.1

AMENDMENT TO THE

PHARMA-BIO SERV, INC.

2014 LONG-TERM INCENTIVE PLAN

WHEREAS, Pharma-Bio Serv, Inc., a Delaware corporation (the “Company”), currently maintains and sponsors the Pharma-Bio Serv, Inc. Long-Term Incentive Plan (the “Plan”); and

WHEREAS, Section 12(a) of the Plan provides that the Board of the Directors of the Company (“Board”) may amend the Plan from time to time; and

WHEREAS, the Board has determined it to be in its best interests to amend the Plan as set forth herein; and

NOW, THEREFORE, effective upon the Company’s Stockholders’ approval as set forth in Section 12(a) of the Plan, the following amendment to the Plan is hereby adopted:

1. Section 16 of the Plan shall be amended and restated to read as follows:

“16. Term of Plan.

Stock Option, Stock Appreciation Right, Restricted Stock award, Deferred Stock award, Stock Purchase Right or Other Stock-Based Award may be granted pursuant to the Plan, until twenty (20) years from the date the Plan was approved by the Board, March 31, 2014, unless the Plan shall be terminated by the Board, in its discretion, prior to such date, but awards granted prior to such termination may extend beyond that date.”

2. Except as modified by this Amendment to the Plan, all of the terms and conditions of the Plan shall remain valid and in full force and effect.

IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the Company, has executed this instrument as of the 2nd day of May 2024, on behalf of the Company.

| Name: | Pedro J. Lasanta |

| Title: | Chief Financial Officer, Vice President -<br> <br>Finance and Administration and Secretary |