PMCB 8-K
PharmaCyte Biotech, Inc. (PMCB)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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:
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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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As disclosed below, at the special meeting of PharmaCyte Biotech, Inc. (the “Company”) held on August 31, 2023 (the “Special Meeting”), the Company’s stockholders approved an amendment (the “Amendment”) to the Company’s Articles of Incorporation, as amended (the “Charter”), to increase the total number of authorized shares of the Company’s common stock from 133,333,334 to 200,000,000. On September 6, 2023, the Company filed the Amendment with the Secretary of State of the State of Nevada with immediate effect.
The summary of the Amendment contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached as Exhibit 3.1 hereto and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On August 31, 2023, the Company held the Special Meeting via live webcast. At the Special Meeting, 11,422,363 shares of common stock, or approximately 68.01% of the outstanding shares of common stock entitled to vote, 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 two proposals, each of which is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on July 31, 2023. The final voting results for each matter submitted to a vote of the Company’s stockholders are as follows:
Proposal 1. Authorization of the Issuance of Shares.
The authorization, for purposes of complying with Nasdaq Listing Rule 5635(d), of the issuance of shares of the Company’s common stock underlying shares of convertible preferred stock and warrants issued by the Company pursuant to the terms of that certain Securities Purchase Agreement, dated May 9, 2023, by and between the Company and the investors named therein, 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 any amortization payments made to the holders of convertible preferred stock in the form of issuance of shares of common stock and upon the operation of anti-dilution provisions contained in such convertible preferred stock and warrants):
| For | Against | Abstain | Broker Non-Votes | |||
| 7,170,025 | 400,161 | 432,796 | 3,419,381 |
Proposal 2. Approval of the Increase of Authorized Shares of Common Stock.
The approval of an amendment to the Charter to increase the total number of authorized shares of common stock from 133,333,334 to 200,000,000:
| For | Against | Abstain | ||
| 9,982,019 | 1,019,080 | 421,264 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
| 3.1 | Certificate of Change to Articles of Incorporation of the Company, dated September 6, 2023. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| Date: September 7, 2023 | PHARMACYTE BIOTECH, INC. | |
| By: |
/s/ Joshua N. Silverman Joshua N. Silverman Interim Chief Executive Officer and Interim President | |
Exhibit 3.1
Business Entity - Filing Acknowledgement 09/06/2023 Work Order Item Number: Filing Number: Filing Type: Filing Date/Time: Filing Page(s): W2023090600351 - 3131487 20233460427 Certificate Pursuant to NRS 78.209 9/6/2023 8:52:00 AM 1 Indexed Entity Information: Entity ID: C22368 - 1996 Entity Name: PHARMACYTE BIOTECH, INC. Expiration Date: None Entity Status: Active Commercial Registered Agent REGISTERED AGENTS INC. 401 RYLAND ST STE 200 - A, Reno, NV 89502, USA The attached document(s) were filed with the Nevada Secretary of State, Commercial Recording Division. The filing date and time have been affixed to each document, indicating the date and time of filing. A filing number is also affixed and can be used to reference this document in the future. Respectfully, FRANCISCO V. AGUILAR Secretary of State GABRIEL DI CHIARA Chief Deputy STATE OF NEVADA OFFICE OF THE SECRETARY OF STATE Commercial Recordings Division 202 N. Carson Street Carson City, NV 89701 Telephone (775) 684 - 5708 Fax (775) 684 - 7138 North Las Vegas City Hall 2250 Las Vegas Blvd North, Suite 400 North Las Vegas, NV 89030 Telephone (702) 486 - 2880 Fax (702) 486 - 2888 FRANCISCO V. AGUILAR Secretary of State Page 1 of 1 Commercial Recording Division 202 N. Carson Street
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Business Number C22368 - 1996 Filed in the Office of Secretary of State State Of Nevada Filing Number 20233460427 Filed On 9/6/2023 8:52:00 AM Number of Pages 1
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