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PharmaCyte Biotech Inc

For the period ended Oct 31, 2024. Filed Dec 13, 2024.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Oct 31, 2024 · Filed Dec 13, 2024

PMCB$0.36-4.1%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-07-31; filed 2024-09-17.

0001683168-24-006441

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2024-10-31; filed 2024-12-13.

0001683168-24-008709

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 57 previous paragraphs and 61 current paragraphs.

47 unchanged; 10 reworded; 3 added; 0 removed; 0 previous and 1 current paragraphs rearranged.

Tables are not compared: 14 previous and 8 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (3)

Current report

The total operating expenses and loss from operations during the three months ended October 31, 2024, were $1,106,060, a decrease of $303,460 compared to the three months ended October 31, 2023. The decrease is mainly attributable to decreases in director fees of $168,738, legal and professional fees of $49,388, and general and administrative costs of $154,945, and net of increases in R&D cost of $15,437 and compensation expense of $54,174.

Current report

Additionally, the Company has determined that the investment in preferred stock is a VIE, since it does not have sufficient equity at risk to finance its own operations without additional subordinated financial support. However, the Company determined that it is not the primary beneficiary. Furthermore, preferred stock is not considered in substance common stock, and as such, equity method accounting does not apply. The Company recorded its investment at its fair value and the Company did not elect the measurement alternative to account for the investment at cost less impairment. Subsequent changes in fair value of the preferred stock are recognized in earnings at each reporting period. The initial fair value of the preferred stock was estimated utilizing a Monte Carlo simulation with the following assumptions: stock price, price floor, expected time to settlement, dividend rate, discounted market interest rate, risk free rate of, equity volatility of and probability of default.

Current report

The warrants were determined to meet the definition of a derivative and were required to be recorded at fair value in accordance with ASC 815. Subsequent changes in the fair value of the Warrants are recognized in earnings, at each reporting date. The issuance date fair value of the Warrants was determined utilizing the Black Scholes Merton Method with the following assumptions: stock price, exercise price, risk free rate, equity volatility and remaining terms. As the fair value of the preferred stock and warrants exceeded the Company’s total investment, the Company recognized a gain on investment for the excess of the fair value of the warrants over the investment amount. As both the preferred stock and warrants are required to be initially measured and subsequently remeasured at fair value, they are presented as a single line item.
Reworded paragraphs (10)

Previous wording

Three months ended July 31, 2024, compared to three months ended July 31, 2023

Current wording

Three and six months ended October 31, 2024, compared to three and six months ended October 31, 2023

Previous wording

We had no revenues for the three months ended July 31, 2024, and 2023.

Current wording

We had no revenues for the three and six months ended October 31, 2024, and 2023.

Previous wording

The total operating expenses and loss from operations during the three months ended July 31, 2024, were $1,268,887, a decrease of $806,439 compared to the three months ended July 31, 2023. The decrease is mainly attributable to decreases in general and administrative costs relating primarily to warrant issuance costs of $913,640 and R&D cost, net of increases in compensation expense, director fees and legal and professional expense costs.

Current wording

The total operating expenses and loss from operations during the six months ended October 31, 2024, were $2,374,947, a decrease of $1,109,899 compared to the six months ended October 31, 2023. The decrease is mainly attributable to decreases in director fees of $80,953 and general and administrative costs of $1,375,516 relating primarily to warrant issuance costs of $913,640, and net of increases in R&D cost of $6,970, compensation expense of $203,660 and legal and professional expense costs of $135,940.

Previous wording

Other income (expenses), net, for the three months ended July 31, 2024 was $24,690,242 as compared to other income (expense), net of $(1,107,971) for the three months ended July 31, 2023. Other income (expenses), net, for the three months ended July 31, 2024 is attributable to interest income of $547,432 net of changes in fair value of warrant liability of $2,084,000, a change in fair value of derivative liability of $1,204,000, a change in fair value of convertible note receivable of $245,000, a change in fair value warrant assets of $(1,510,000), a gain on related party investment of $21,395,734 a change in fair value of the TNF warrant assets of $724,266, and other expenses of $190. Other income (expense), net, for the three months ended July 31, 2023, is attributable to interest income of $875,878, changes in fair value of warrant liability of $(1,452,000) and derivative liability of $(530,000), net of other expenses of $1,849.

Current wording

Other income (expenses), net, for the six months ended October 31, 2024 was $24,326,742 as compared to other income (expense), net of $3,091,445 for the six months ended October 31, 2023. Other income (expenses), net, for the six months ended October 31, 2024 is attributable to interest income of $929,994, net of changes in fair value of warrant liability of $3,913,000, a change in fair value of derivative liability of $2,184,000, a change in fair value of convertible note receivable of $680,000, a change in fair value warrant assets of $(1,234,000), a gain on related party investment of $21,395,734, a change in fair value of the TNF warrant assets of $(3,540,734), and other expenses of $(1,252). Other income (expense), net, for the six months ended October 31, 2023, is attributable to interest income of $1,770,059, changes in fair value of warrant liability of $2,623,000 and derivative liability of $(1,299,000), net of other expenses of $(2,614).

Previous wording

The following table presents a summary of our sources and uses of cash for the three months ended July 31, 2024, and 2023.

Current wording

The following table presents a summary of our sources and uses of cash for the six months ended October 31, 2024, and 2023.

Previous wording

The cash and cash equivalents used in operating activities for the three months ended July 31, 2024 is a result of our net income, change in fair value of warrant asset note receivable of $1,510,000, stock based compensation of $222,677 offset by the gain on related party investment of $(21,395,734) the changes in fair value of warrant liability of $(2,084,000), derivative liability of $(1,204,000), convertible note receivable of $(245,000), investment in TNF $(724,266), and changes to prepaid expenses, accounts payable, accrued expenses, and accrued dividends totaling approximately $126,000. The cash and cash equivalents provided by operating activities for the three months ended July 31, 2023 is a result of our net losses offset by changes in fair value of warrant liability of $1,452,000, derivative liability of $530,000, warrant issuance costs of $913,640 and changes to prepaid expenses, accounts payable and accrued expenses of approximately $631,000.

Current wording

The cash and cash equivalents used in operating activities for the six months ended October 31, 2024 is a result of our net income of $21,951,795, change in fair value of warrant asset note receivable of $1,234,000, investment in TNF of $3,540,734, stock based compensation of $341,832 offset by the gain on related party investment of $(21,395,734) the changes in fair value of warrant liability of $(3,913,000), derivative liability of $(2,184,000), convertible note receivable of $(680,000), and changes to prepaid expenses, accounts payable, accrued expenses, and accrued dividends totaling approximately $(324,000). The cash and cash equivalents provided by operating activities for the six months ended October 31, 2023 is a result of our net losses of $(393,401), changes in fair value of warrant liability of $(2,623,000) offset by changes in derivative liability of $1,299,000, and changes to prepaid expenses, accounts payable and accrued expenses of approximately $76,000.

Previous wording

See Note 14 – Investment in Series G Preferred Stock of MyMD Pharmaceuticals, Inc.

Current wording

See Note 14 – Investment in Series G Preferred Stock of TNF Pharmaceuticals, Inc.

Previous wording

The cash and cash equivalents used in financing activities for the three months ended July 31, 2024 is mainly attributable to the repurchase of common stock of approximately $742,000 and redemption of preferred stock of approximately 9,430,000. For the three months ended July 31, 2023, the cash provided by the proceeds from the issuance of preferred stock of approximately $32,736,000, net of issuance costs and the repurchase of common stock of approximately $26,457,000.

Current wording

The cash and cash equivalents used in financing activities for the six months ended October 31, 2024 is mainly attributable to the repurchase of common stock of approximately $2,146,000 and redemption of preferred stock of approximately 18,766,000. For the six months ended October 31, 2023, the cash provided by the proceeds from the issuance of preferred stock of approximately $33,650,000, net of issuance costs and the repurchase of common stock of approximately $26,622,000.

Previous wording

As of July 31, 2024, our cash and cash equivalents totaled approximately $33 million, compared to approximately $50 million as of April 30, 2024. Working capital was approximately $25 million as of July 31, 2024, compared to approximately $43 million as of April 30, 2024. The decrease in cash is attributable to an increase in the redemption of preferred stock of approximately $9.4 million the repurchase of our common stock of approximately $0.7 million, and in the investment in TNF of $7 million, operating expenses of approximately $1.3 million.

Current wording

As of October 31, 2024, our cash and cash equivalents totaled approximately $20.1 million, compared to approximately $50 million as of April 30, 2024. Working capital was approximately $17 million as of October 31, 2024, compared to approximately $43 million as of April 30, 2024. The decrease in cash is attributable to an increase in the redemption of preferred stock of approximately $18.8 million, the repurchase of our common stock of approximately $2.1 million, and in the investment in TNF of $7 million, operating expenses of approximately $2.4 million.

Previous wording

Fair value measurements are based upon certain market assumptions and pertinent information available as of and during the year ended April 30, 2024. The fair value of the bifurcated embedded derivative related to the convertible preferred stock was estimated using a Monte Carlo simulation model, which uses as inputs the fair value of our common stock and estimates for the equity volatility and traded volume volatility of our common stock, the time to maturity of the convertible preferred stock, the risk-free interest rate for a period that approximates the time to maturity, dividend rate, a penalty dividend rate, and our probability of default. The fair value of the warrant liability was estimated using the Black Scholes Model which uses as inputs the following weighted average assumptions: dividend yield, expected term in years; equity volatility; and risk-free interest rate.

Current wording

Fair value measurements are based upon certain market assumptions and pertinent information available as of and during the six months ended October 31, 2024. The fair value of the bifurcated embedded derivative related to the convertible preferred stock was estimated using a Monte Carlo simulation model, which uses as inputs the fair value of our common stock and estimates for the equity volatility and traded volume volatility of our common stock, the time to maturity of the convertible preferred stock, the risk-free interest rate for a period that approximates the time to maturity, dividend rate, a penalty dividend rate, and our probability of default. The fair value of the warrant liability was estimated using the Black Scholes Model which uses as inputs the following weighted average assumptions: dividend yield, expected term in years; equity volatility; and risk-free interest rate.
Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

Other income (expenses), net, for the three months ended October 31, 2024 was $(363,500) as compared to other income (expense), net of $4,199,416 for the three months ended October 31, 2023. Other income (expenses), net, for the three months ended October 31, 2024 is attributable to interest income of $382,562, net of changes in fair value of warrant liability of $1,829,000, a change in fair value of derivative liability of $980,000, a change in fair value of convertible note receivable of $435,000, a change in fair value warrant assets of $276,000, a change in fair value of the TNF warrant assets of $(4,265,000), and other expenses of $(1,062). Other income (expense), net, for the three months ended October 31, 2023, is attributable to interest income of $894,181, changes in fair value of warrant liability of $4,075,000 and derivative liability of $(769,000), net of other expenses of $(765).