PharmaCyte Biotech Inc
For the period ended Apr 30, 2024. Filed Aug 13, 2024.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Aug 13, 2024
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Item 15. EXHIBITS
(a) Documents filed as part of this Report:
(1) Financial Statements.
Our Consolidated Financial Statements and associated Notes and Schedules, as of April 30, 2024, and 2023, and for each of the two years in the period ended April 30, 2024, together with the reports thereon of our independent registered public accounting firm, are set forth on pages F-1 to F-27 of this Report.
(3) Exhibits.
Except as so indicated below and in Exhibit 32.1, the following exhibits are filed as part of, or incorporated by reference into, the Report. Certain of the agreements filed as exhibits contain representations and warranties made by the parties thereto. The assertions embodied in such representations and warranties are not necessarily assertions of fact, but a mechanism for the parties to allocate risk. Accordingly, investors should not rely on the representations and warranties as characterizations of the actual state of facts or for any other purpose at the time they were made or otherwise.
| Exhibit No. | Description | Location |
| 3.1 | Articles of Incorporation of the Company, as amended, dated October 31, 2019. | Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed with the Commission on March 13, 2020. |
| 3.2 | Certificate of Amendment to Articles of Incorporation of the Company, dated July 2, 2021. | Incorporated by reference from Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the Commission on July 6, 2021. |
| 3.3 | Certificate of Change to Articles of Incorporation of the Company, dated July 9, 2021. | Incorporated by reference from Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the Commission on July 13, 2021. |
| 3.4 | Certificate of Change to Articles of Incorporation of the Company, dated March 7, 2023. | Incorporated by reference from Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on March 16, 2023. |
| 3.5 | Certificate of Change to Articles of Incorporation of the Company, dated September 6, 2023. | Incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on September 7, 2023 |
| 3.6 | Certificate of Designations of Preferences and Rights of Series B Convertible Preferred Stock. | Incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on May 11, 2023. |
| 3.7 | Corporate Bylaws. | Incorporated by reference from the Company’s Registration Statement on Form SB-2 (File No. 333-68008) filed with the Commission on August 20, 2001. |
| 3.8 | Amendment No. One to the Bylaws of PharmaCyte Biotech, Inc. | Incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on September 25, 2014. |
| 3.9 | Amendment No. Two to the Bylaws of PharmaCyte Biotech, Inc. | Incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on October 3, 2014. |
| 3.10 | Amendment No. Three to Bylaws of PharmaCyte Biotech, Inc. | Incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on June 4, 2021. |
| 3.11 | Amendment No. Four to Bylaws of PharmaCyte Biotech, Inc. | Incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on July 6, 2021. |
| 3.12 | Amendment No. Five to Bylaws of PharmaCyte Biotech, Inc. | Incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on November 18, 2022. |
| 3.13 | Amendment No. Six to Bylaws of PharmaCyte Biotech, Inc. | Incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on July 19, 2023. |
| 4.1 | Form of Common Stock Certificate. | Incorporated by reference from the Company’s Registration Statement on Form SB-2 (File No. 333-68008) filed with the Commission on August 20, 2001. |
| 4.2 | Description of Securities. | Filed herewith. |
| 4.3 | Form of Common Warrant. | Incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on August 12, 2021. |
| 4.4 | Form of Pre-funded Warrant. | Incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on August 12, 2021. |
| 4.5 | Form of Underwriter’s Warrant. | Incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on August 12, 2021. |
| 4.6 | Form of Pre-Funded Common Stock Purchase Warrant. | Incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on August 23, 2021. |
| 4.7 | Form of Series A Warrant Common Stock Purchase Warrant. | Incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on August 23, 2021. |
| 4.8 | Form of Placement Agent Common Stock Purchase Warrant. | Incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on August 23, 2021. |
| 4.9 | Form of Warrant. | Incorporated by reference from Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Commission on May 11, 2023. |
| 10.1 | Asset Purchase Agreement, dated May 26, 2011, between SG Austria Pte. Ltd. and the Company. | Incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on June 28, 2012. |
| 10.2 | First Addendum, dated June 11, 2011, to Asset Purchase Agreement between SG Austria Pte. Ltd. and the Company. | Incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on June 28, 2012. |
| 10.3 | Second Addendum, dated June 14, 2012, to Asset Purchase Agreement between SG Austria Pte. Ltd. and the Company. | Incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on June 28, 2012. |
| 10.4 | Third Addendum, dated June 25, 2013, to Asset Purchase Agreement between SG Austria Private Limited and the Company. | Incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on July 18, 2013. |
| 10.5 | Licensing Agreement, dated June 25, 2013, between Austrianova Singapore Pte. Ltd. and the Company. | Incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on July 18, 2013. |
| 10.6 | Manufacturing Framework Agreement, dated March 20, 2014, between Austrianova Singapore Pte. Ltd. and the Company. | Incorporated by reference from the Company’s Annual Report on Form 10-K filed with the Commission on August 4, 2014. |
| 10.7 | Master Services Agreement, dated April 7, 2014, between ViruSure GmbH and the Company. | Incorporated by reference from the Company’s Annual Report on Form 10-K filed with the Commission on August 4, 2014. |
| 10.8 | Consulting Agreement, dated April 1, 2014, between Vin-de-Bona Trading Company Pte. Ltd. and the Company. | Incorporated by reference from the Company’s Annual Report on Form 10-K filed with the Commission on August 4, 2014. |
| 10.9 | License Agreement, dated October 13, 2014, between University of Technology, Sydney and PharmaCyte Biotech Australia Pty Ltd (formerly, Nuvilex Australia Pty Ltd). | Incorporated by reference from Amendment No. 1 to the Company’s Annual Report on Form 10-K/A filed with the Commission on October 17, 2014. |
| 10.10 | Master Services Agreement, dated March 7, 2014, between ViruSure GmbH and the Company. | Incorporated by reference from Amendment No. 1 to the Company’s Annual Report on Form 10-K/A filed with the Commission on October 17, 2014. |
| 10.11 | Licensing Agreement, dated December 1, 2014, between Austrianova Singapore Pte. Ltd. and the Company. | Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed with the Commission on December 15, 2014. |
| 10.12 | First Amendment, dated June 30, 2015, to Licensing Agreement, dated December 1, 2014, between Austrianova Singapore Pte. Ltd. and the Company. | Incorporated by reference from the Company’s Annual Report on Form 10-K filed with the Commission on July 29, 2016. |
| 10.13 | Second Amendment, dated October 19, 2015, to Licensing Agreement, dated December 1, 2014, between Austrianova Singapore Pte. Ltd. and the Company. | Incorporated by reference from the Company’s Annual Report on Form 10-K filed with the Commission on July 29, 2016. |
| 10.14 | Variation, dated April 20, 2016, to License Agreement, October 13, 2014, between University of Technology, Sydney and PharmaCyte Biotech Australia Pty Ltd (formerly, Nuvilex Australia Pty Ltd). | Incorporated by reference from the Company’s Annual Report on Form 10-K filed with the Commission on July 29, 2016. |
| 10.15 | First Amendment, dated June 24, 2016, to Licensing Agreement, dated June 25, 2013, between Austrianova Singapore Pte. Ltd. and the Company. | Incorporated by reference from the Company’s Annual Report on Form 10-K filed with the Commission on July 29, 2016. |
| 10.16 | Binding Memorandum of Understanding, dated July 28, 2016, between Austrianova Singapore Pte Ltd. and the Company. | Incorporated by reference from the Company’s Annual Report on Form 10-K filed with the Commission on July 29, 2016. |
| 10.17† | Letter agreement, dated June 29, 2017, between Michael Abecassis, M.D. and the Company. | Incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on July 10, 2017. |
| 10.18 | Binding Term Sheet, dated August 30, 2017, among Austrianova Singapore Pte. Ltd., SG Austria Pte. Ltd. and the Company. | Incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on September 6, 2017. |
| 10.19 | Fourth Addendum, dated May 14, 2018, to Asset Purchase Agreement between SG Austria Pte. Ltd. and the Company. | Incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on May 15, 2018. |
| 10.20 | Third Amendment, dated May 14, 2018, to Licensing Agreement, dated December 1, 2014, between Austrianova Singapore Pte. Ltd and the Company. | Incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on May 15, 2018. |
| 10.21 | Second Amendment, dated May 14, 2018, to the Licensing Agreement, dated June 25, 2013, between Austrianova Singapore Pte. Ltd and the Company. | Incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on May 15, 2018. |
| 10.22† | Amendment No. 3, dated as of October 14, 2020, to Executive Compensation Agreement between Gerald W. Crabtree and the Company. | Incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on October 16, 2020. |
| 10.23 | Securities Purchase Agreement, dated as of August 19, 2021. | Incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on August 23, 2021. |
| 10.24† | Amended and Restated Executive Compensation Agreement, dated May 8, 2022, between Kenneth L. Waggoner and the Company. | Incorporated by reference from Exhibit 10.40 to the Company’s Annual Report on Form 10-K filed with the Commission on July 28, 2022. |
| 10.25† | Amended and Restated Executive Compensation Agreement, dated May 8, 2022, between Carlos A. Trujillo and the Company. | Incorporated by reference from Exhibit 10.41 to the Company’s Annual Report on Form 10-K filed with the Commission on July 28, 2022. |
| 10.26† | PharmaCyte Biotech, Inc. 2021 Equity Incentive Plan. | Incorporated by reference from Exhibit 10.42 to the Company’s Annual Report on Form 10-K filed with the Commission on July 28, 2022. |
| 10.27 | Cooperation Agreement dated August 15, 2022, by and between PharmaCyte Biotech, Inc. and Iroquois Master Fund Ltd. and its affiliates. | Incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on August 16, 2022. |
| 10.28† | Separation, Consulting and Release Agreement, dated October 6, 2022, by and between PharmaCyte Biotech, Inc. and Kenneth L. Waggoner. | Incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on October 7, 2022. |
| 10.29† | Release Agreement, dated October 12, 2022, by and between PharmaCyte Biotech, Inc. and Gerald W. Crabtree. | Incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on October 14, 2022. |
| 10.30 | Securities Purchase Agreement, dated May 9, 2023. | Incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on May 11, 2023. |
| 10.31 | Registration Rights Agreement, dated May 9, 2023. | Incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on May 11, 2023. |
| 10.32 | Engagement Letter, dated May 9, 2023, by and between the Company and Katalyst Securities LLC. | Incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on May 11, 2023. |
| 10.33 | PharmaCyte Biotech, Inc. 2022 Equity Incentive Plan. | Incorporated by reference from Appendix A to the Company’s Schedule 14A filed with the Commission on November 25, 2022. |
| 10.34 | Form of Series A Warrant of Femasys, Inc. | Incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on November 16, 2023. |
| 10.35 | Form of Series B Warrant of Femasys, Inc. | Incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on November 16, 2023 |
| 10.36 | Securities Purchase Agreement, dated November 14, 2023, by and between PharmaCyte Biotech, Inc. and Femasys, Inc. | Incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on November 16, 2023. |
| 10.37 | Form of Convertible Note of Femasys, Inc. | Incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on November 16, 2023. |
| 10.38 | Registration Rights Agreement, dated November 14, 2023, by and between PharmaCyte Biotech, Inc. and Femasys, Inc. | Incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on November 16, 2023. |
| 10.39 | Collaboration Agreement, dated November 14, 2023, by and between PharmaCyte Biotech, Inc. and Femasys, Inc. | Incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on November 16, 2023. |
| 10.40 | Securities Purchase Agreement, dated May 20, 2024 by and among PharmaCyte Biotech, Inc. and MyMD Pharmaceuticals, Inc. | Incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on May 23, 2024. |
| 10.41 | Form of Certificate of Designations of Series G Convertible Preferred Stock of MyMD Pharmaceuticals, Inc. | Incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on May 23, 2024. |
| 10.42 | Form of Long-Term Warrant of MyMD Pharmaceuticals, Inc. | Incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on May 23, 2024. |
| 10.43 | Form of Short-Term Warrant of MyMD Pharmaceuticals, Inc. | Incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on May 23, 2024. |
| 14.1 | PharmaCyte Biotech, Inc. Code of Business Conduct and Ethics. | Incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on September 25, 2014. |
| 19.1 | PharmaCyte Biotech, Inc. Insider Trading Policy. | Filed herewith. |
| 21.1 | List of Subsidiaries. | Filed herewith. |
| 23.1 | Consent of Marcum LLP. | Filed herewith. |
| 23.2 | Consent of Armanino LLP. | Filed herewith. |
| 31.1 | Certification of Chief Executive Officer (Principal Executive Officer) pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under Sarbanes-Oxley Act of 1934, as amended. | Filed herewith. |
| 31.2 | Certification of Chief Financial Officer (Principal Financial and Principal Accounting Officer) pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under Sarbanes-Oxley Act of 1934, as amended. | Filed herewith. |
| 32.1 | Certification of Chief Executive Officer (Principal Executive Officer) pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | Furnished herewith. |
| 32.2 | Certification of Chief Financial Officer (Principal Financial and Principal Accounting Officer) pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | Furnished herewith. |
| 97.1 | PharmaCyte Biotech, Inc. Clawback Policy. | Filed herewith. |
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | Filed herewith. |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | Filed herewith. |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | Filed herewith. |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | Filed herewith. |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | Filed herewith. |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | Filed herewith. |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibits 101) | Filed herewith. |
† A contract, compensatory plan or arrangement to which a director or executive officer is a party or in which one or more directors or executive officers are eligible to participate.
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