PharmaCyte Biotech, Inc.

Previous wording

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

Current wording

Three and nine months ended January 31, 2025, compared to three and nine months ended January 31, 2024

Previous wording

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

Current wording

We had no revenues for the three and nine months ended January 31, 2025, and 2024.

Previous wording

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 wording

The total operating expenses and loss from operations during the three months ended January 31, 2025, were $960,252, a decrease of $908,694 compared to the three months ended January 31, 2024. The decrease is mainly attributable to decreases in R&D cost of $8,536, compensation expense of $387,914, director fees of $500,762, legal and professional fees of $736, and general and administrative costs of $10,746.

Previous 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.

Current wording

The total operating expenses and loss from operations during the nine months ended January 31, 2025, were $3,335,998, a decrease of $2,017,794 compared to the nine months ended January 31, 2024. The decrease is mainly attributable to decreases in R&D cost of $1,566, compensation expense of $184,254, director fees of $581,715 and general and administrative costs of $1,385,463 relating primarily to warrant issuance costs of $913,640, and net of increases in legal and professional expense costs of $135,204.

Previous wording

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).

Current wording

Other income (expenses), net, for the three months ended January 31, 2025 was $(2,085,076) as compared to other income (expense), net of $1,249,49 for the three months ended January 31, 2024. Other income (expenses), net, for the three months ended January 31, 2025 is attributable to interest income of $255,692, net of changes in fair value of warrant liability of $4,487,000, a change in fair value of convertible note receivable of $(79,000), a change in fair value of warrant assets of $(596,000), a change in fair value of the TNF warrant assets of $(6,225,000), a change in the unrealized gain on marketable securities of $72,632, and other expenses of $(400). Other income (expenses), net, for the three months ended January 31, 2024, is attributable to interest income of $881,662, changes in fair value of warrant liability of $10,000 and derivative liability of $636,000, a change in fair value of convertible note receivable of $138,000, a change in fair value of warrant assets of $(416,000), net of other expenses of $(253).

Previous 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).

Current wording

Other income (expenses), net, for the nine months ended January 31, 2025 was $22,242,466 as compared to other income (expense), net of $4,340,854 for the nine months ended January 31, 2024. Other income (expenses), net, for the nine months ended January 31, 2025 is attributable to interest income of $1,185,686, net of changes in fair value of warrant liability of $8,400,000, a change in fair value of derivative liability of $2,184,000, a change in fair value of convertible note receivable of $601,000, a change in fair value of warrant assets of $(1,830,000), a gain on related party investment of $21,395,734, a change in fair value of the TNF warrant assets of $(9,765,734), a change in the unrealized gain on marketable securities of $72,632 and other expenses of $(852). Other income (expenses), net, for the nine months ended January 31, 2024, is attributable to interest income of $2,651,721, changes in fair value of warrant liability of $2,633,000 and derivative liability of $(663,000), a change in fair value of convertible note receivable of $138,000, a change in fair value of warrant assets of $(416,000), net of other expenses of $(2,867).

Previous wording

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

Current wording

The following table presents a summary of our sources and uses of cash for the nine months ended January 31, 2025, and 2024.

Previous 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.

Current wording

The cash and cash equivalents used in operating activities for the nine months ended January 31, 2025 is a result of our net income of $18,906,468, change in fair value of warrant asset note receivable of $1,830,000, investment in TNF of $9,765,734, stock based compensation of $414,693 offset by the gain on related party investment of $(21,395,734) the changes in fair value of warrant liability of $(8,400,000), derivative liability of $(2,184,000), convertible note receivable of $(601,000), change in unrealized gain of marketable securities of $(72,632), non-cash interest income of $(300,000), and changes to prepaid expenses, accounts payable, accrued expenses, and accrued dividends totaling $98,546. The cash and cash equivalents provided by operating activities for the nine months ended January 31, 2024 is a result of our net losses of $(1,012,938), convertible note receivable of $(138,000), changes in fair value of warrant liability of $(2,633,000), offset by changes in fair value of warrant asset note receivable of $416,000, stock based compensation of $674,693, derivative liability of $663,000, and changes to prepaid expenses, accounts payable and accrued expenses of $211,746.

Previous wording

On May 20, 2024, we entered into a Securities Purchase Agreement (the “TNF Purchase Agreement”) with a public company operating in the medical industry, MyMD Pharmaceuticals, Inc., which subsequently changed its name to TNF Pharmaceuticals, Inc. (“TNF”). Pursuant to the TNF Purchase Agreement, we purchased (i) 7,000 shares of TNF’s Series G Convertible Preferred Stock (the “Preferred Shares” or “Series G Preferred Stock”), representing approximately 33% of TNF’s issued and outstanding share capital on an as-converted basis (and approximately 78% of all shares of Series G Preferred Stock outstanding), at a price of $1.816 per Preferred Share, which are convertible into 3,854,626 shares of Common Stock (as defined below); (ii) warrants to purchase up to 3,854,626 shares of TNF’s Common Stock with a five-year term; and (iii) warrants to purchase up to 3,854,626 shares of TNF’s Common Stock with a 18-month, for an aggregate purchase price of $7,000,000.

Current wording

The cash and cash equivalents used in investing activities for the nine months ended January 31, 2025 is mainly attributable to our entry into a Securities Purchase Agreement (the “TNF Purchase Agreement”) with a public company operating in the medical industry, MyMD Pharmaceuticals, Inc., which subsequently changed its name to TNF Pharmaceuticals, Inc. (“TNF”). Pursuant to the TNF Purchase Agreement, we purchased (i) 7,000 shares of TNF’s Series G Convertible Preferred Stock (the “Preferred Shares” or “Series G Preferred Stock”), representing approximately 33% of TNF’s issued and outstanding share capital on an as-converted basis (and approximately 78% of all shares of Series G Preferred Stock outstanding), at a price of $1.816 per Preferred Share, which are convertible into 3,854,626 shares of Common Stock (as defined below); (ii) warrants to purchase up to 3,854,626 shares of TNF’s Common Stock with a five-year term; and (iii) warrants to purchase up to 3,854,626 shares of TNF’s Common Stock with a 18-month, for an aggregate purchase price of $7,000,000. The cash and cash equivalents used in investing activities for the nine months ended January 31, 2024 is mainly attributable to our entry into a Securities Purchase Agreement (the “Femasys Purchase Agreement”) with Femasys Inc. (“Femasys”), pursuant to which we purchased from Femasys for a sum of $5,000,000, (i) senior unsecured convertible notes (the “Femasys Notes”) in an aggregate principal amount of $5,000,000, convertible into shares of Femasys common stock, par value $0.001 per share (the “Femasys Shares”) at a conversion price of $1.18 per share, (ii) Series A Warrants (the “Series A Warrants”) to purchase up to an aggregate of 4,237,288 Femasys Shares at an exercise price of $1.18 per share, and (iii) Series B Warrants (the “Series B Warrants”, together with the Series A Warrants, the “Femasys Warrants,” and, together with the Notes, the “Femasys Securities”) to purchase up to an aggregate of 4,237,288 Femasys Shares at an exercise price of $1.475 per share. See Note 3 – Investment in Debt and Equity Securities.

Previous 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.

Current wording

The cash and cash equivalents used in financing activities for the nine months ended January 31, 2025 is mainly attributable to the repurchase of common stock of approximately $2,371,000 and redemption of preferred stock of approximately $22,487,000. The cash and cash equivalents used in financing activities for the nine months ended January 31, 2024 is mainly attributable to the issuance of preferred stock of approximately $33,650,000, net of issuance costs and the repurchase of common stock of approximately $27,023,000 and redemption of preferred stock of approximately $6,638,000.

Previous 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.

Current wording

As of January 31, 2025, our cash and cash equivalents totaled approximately $16.4 million, compared to approximately $50 million as of April 30, 2024. Working capital was approximately $15.8 million as of January 31, 2025, 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 $22.5 million, the repurchase of our common stock of approximately $2.4 million, the investment in TNF of $7 million, and operating expenses of approximately $3.3 million.

Previous 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.

Current wording

Fair value measurements are based upon certain market assumptions and pertinent information available as of and during the nine months ended January 31, 2025. 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.