PharmaCyte Biotech, Inc.
For the period ended Oct 31, 2025. Filed Dec 18, 2025.
View on SEC.govAbout 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, 2025 · Filed Dec 18, 2025
PMCB$0.36-4.1%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-07-31; filed 2025-09-15.
0001683168-25-006991
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-10-31; filed 2025-12-18.
0001683168-25-009259
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe 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 53 previous paragraphs and 65 current paragraphs.
41 unchanged; 12 reworded; 9 added; 0 removed; 0 previous and 3 current paragraphs rearranged.
Tables are not compared: 6 previous and 6 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 (9)
Current report
Recent Developments
Current report
Nasdaq Minimum Bid Price Requirement
Current report
On December 1, 2025, we received a written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that we are not in compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”) for continued listing on The Nasdaq Capital Market. The Bid Price Rule requires listed securities to maintain a minimum bid price of $1.00 per share, and, based on the closing bid price of our Common Stock for the 30 consecutive business days preceding the date of the Notice, we no longer satisfy this requirement.
Current report
The Notice has no immediate effect on the listing or trading of our Common Stock on The Nasdaq Capital Market, and our Common Stock will continue to trade under the symbol “PMCB.” The Notice does not affect our business operations or our reporting obligations with the Securities and Exchange Commission.
Current report
In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we have been provided an initial period of 180 calendar days, or until June 1, 2026 (the “Compliance Date”), to regain compliance with the Bid Price Rule. If at any time during this 180-day period the closing bid price of our Common Stock is at least $1.00 per share for a minimum of 10 consecutive business days (or for such longer period as the Nasdaq staff may determine is necessary under Nasdaq Listing Rule 5810(c)(3)(H)), Nasdaq will provide us with written confirmation of compliance, and the matter will be closed.
Current report
If we do not regain compliance by the Compliance Date, we may be eligible for an additional 180-day compliance period if we (i) meet all applicable continued listing requirements for initial listing on The Nasdaq Capital Market (other than the minimum bid price requirement) and (ii) provide Nasdaq with written notice of our intention to cure the deficiency during the second compliance period, which may include effecting a reverse stock split, if necessary. If we do not qualify for the second compliance period or fail to regain compliance during any additional compliance period granted, Nasdaq will provide written notification to us that our securities are subject to delisting. In such event, we would be entitled to appeal Nasdaq’s determination to a Nasdaq Hearings Panel.
Current report
We intend to actively monitor the closing bid price of our Common Stock and will consider all available options to regain compliance with the Bid Price Rule, including, if appropriate, implementing a reverse stock split, subject to stockholder approval. There can be no assurance that we will be able to regain or maintain compliance with the Bid Price Rule or the other continued listing requirements of The Nasdaq Capital Market.
Current report
The cash and cash equivalents for the six months ended October 31, 2025 used in investing activities is attributable to our entry into a Securities Purchase Agreement (the “Series H SPA”) with QCLS (defined below). Pursuant to the Series H SPA, the Company purchased (i) 3,000 shares of QCLS’s Series H Convertible Preferred Stock (the “Series H Preferred Shares” or “Series H Preferred Stock”), at a stated value of $1,000 per Series H Preferred Share, with an initial conversion price of $5.00 which were initially convertible into 600,000 shares of Common Stock; and (ii) warrants to purchase up to 600,000 shares of QCLS Common Stock with a five-year term (“QCLS Series H Warrant”), for a total purchase price of $3,000,000.
Current report
The cash and cash equivalents provided by financing activities for the six months ended October 31, 2025 is attributable to our entry into a Securities Purchase Agreement pursuant to which we sold investors in a private placement (the “Series C Private Placement”) (i) an aggregate of 7,000 shares of the Company’s newly designated Series C convertible preferred stock, par value $0.0001, with a stated value of $1,000 per share (the “Series C Preferred Stock”), initially convertible into up to 7,000,000 shares of the Company’s common stock, par value $0.0001 per share at an initial conversion price of $1.00 and (ii) the Series C Warrants to purchase up to an aggregate of 7,000,000 shares of Common Stock. Proceeds from the Series C Private Placement net of cash issuance costs totaled $6,182,447. Additionally, during the six months ended October 31, 2025, we paid investors $61,250 in dividends on the Series C Preferred Stock.
Reworded paragraphs (12)
Previous wording
Three months ended July 31, 2025, compared to three months ended July 31, 2024
Current wording
Three and six months ended October 31, 2025, compared to three and six months ended October 31, 2024
Previous wording
We had no revenues for the three months ended July 31, 2025, and 2024.
Current wording
We had no revenues for the three and six months ended October 31, 2025, and 2024.
Previous wording
R&D expense was $95,157 for the three months ended July 31, 2025, as compared to $96,016 for the three months ended July 31, 2024, a decrease of $859. The change in cost is primarily due to our continued strategy utilizing consultants to conduct research into the treatment of pancreatic cancer.
Current wording
R&D expense was $141,085 for the three months ended October 31, 2025, as compared to $97,470 for the three months ended October 31, 2024, an increase of $43,615. The change in cost is primarily due to our continued strategy utilizing consultants to conduct research into the treatment of pancreatic cancer.
Previous wording
General and administrative expenses consist primarily of costs associated with our overall operations and with being a public company. These costs include personnel, legal and professional services, insurance, investor relations and compliance related fees. These expenses were $753,148 and $1,172,871, respectively, for the three months ended July 31, 2025 and 2024, a decrease of $419,723, or 36%. Compensation expenses decreased by $163,345 due to a decrease in the fair value of stock options granted as compared to grants in prior years. Investor relations fees decreased by $14,416 due to having two stockholder meetings in 2024 and one meeting in 2025. Legal and professional fees decreased by $232,543 primarily due to a reduction in consulting fees relating to non-recurring transactions.
Current wording
General and administrative expenses consist primarily of costs associated with our overall operations and with being a public company. These costs include personnel, legal and professional services, insurance, investor relations and compliance related fees. These expenses were $1,988,114 and $2,181,461, respectively, for the six months ended October 31, 2025 and 2024, a decrease of 193,347, or 9%. Compensation expenses decreased by $228,946 due to a decrease in stock options granted to our executives as compared to grants in the prior year. Investor relations fees increased by $83,940 due to having two stockholder meetings in 2025 and one meeting in 2024. Legal and professional fees decreased by $47,840 primarily due to a reduction in consulting fees relating to non-recurring transactions.
Previous wording
Other income (expenses), net, for the three months ended July 31, 2025 was $(7,511,791) as compared to other income (expense), net of $24,690,242 for the three months ended July 31, 2024. Other income (expenses), net, for the three months ended July 31, 2025 is attributable to interest income of $217,793, net of changes in fair value of warrant liabilities of $243,000, a gain on the legal settlement revaluation of $106,000, a change in fair value of convertible note receivable of $912,000, a change in fair value of the Femasys warrant asset of $(1,215,000), a change in fair value of the TNF investment of $(2,839,000), a change in fair value of the TNF warrant assets of $(4,832,000), a change in the unrealized loss on marketable securities of $(104,463), and other expenses of $(121). Other income (expenses), net, for the three months ended July 31, 2024, is attributable to interest income of $547,432, changes in fair value of warrant liability of $2,084,000, derivative liability of $1,204,000, a change in fair value of convertible note receivable of $245,000, a change in fair value of the Femasys warrant asset of $(1,510,000), a change in fair value of the TNF investment of $966,950, a change in fair value of the TNF warrant assets of $(242,684), a gain on related party investment of $21,395,734, net of other expenses of $190. The changes to the fair values are a result of the updated inputs in the various calculations of fair values.
Current wording
Other income (expenses), net, for the three months ended October 31, 2025 was $(6,041,924) as compared to other income (expense), net of $(363,500) for the three months ended October 31, 2024. Other income (expenses), net, for the three months ended October 31, 2025 is attributable to interest income of $206,387, net of changes in fair value of warrant liabilities of $(10,474,000), a change in the fair value of derivative liability of $302,000, a change in fair value of convertible note receivable of $392,000, a change in fair value of the Femasys warrant asset of $(726,000), a change in fair value of the QCLS investment of $(2,371,000), a change in fair value of the QCLS warrant assets of $6,050,000, a change in the unrealized loss on marketable securities of $(60,663), a gain on related party investment of $2,089,000, issuance costs on convertible preferred stock and warrants of $(1,234,553), a loss on the issuance of convertible preferred stock of $(215,000) and other expenses of $(95). Other income (expenses), net, for the three months ended October 31, 2024, is attributable to interest income of $382,562, changes in fair value of warrant liability of $1,829,000, derivative liability of $980,000, a change in fair value of convertible note receivable of $435,000, a change in fair value of the Femasys warrant asset of $276,000, a change in fair value of the QCLS investment of $(4,265,000) and a net of other expenses of $(1,062). The changes to the fair values are a result of the updated inputs in the various calculations of fair values.
Previous wording
The following table presents a summary of our sources and uses of cash for the three months ended July 31, 2025, and 2024.
Current wording
The following table presents a summary of our sources and uses of cash for the six months ended October 31, 2025, and 2024.
Previous wording
The cash and cash equivalents used in operating activities for the three months ended July 31, 2025 of $1,993,981 is mainly a result of the payment of $1,300,000 relating to the legal settlement accrued at April 30, 2025 and our general and administrative expenses. The cash and cash equivalents used in operating activities for the three months ended July 31, 2024 of $373,297 is mainly a result of payment of excise tax on our stock repurchases.
Current wording
The cash and cash equivalents used in operating activities for the six months ended October 31, 2025 of $2,973,504 is mainly a result of the payment of $1,375,000 relating to the legal settlement accrued at April 30, 2025 and our general and administrative expenses. The cash and cash equivalents used in operating activities for the six months ended October 31, 2024 of $1,428,032 is mainly a result of our general and administrative expenses.
Previous wording
There was no activity in cash and cash equivalents in investing activities for the three months ended July 31, 2025. The cash and cash equivalents for the three months ended July 31, 2024, is attributable to our entry into a Securities Purchase Agreement (the “TNF Purchase Agreement”) with a public company operating in the medical industry. Pursuant to the TNF Purchase Agreement, we purchased (i) 7,000 shares of TNF’s Series G Convertible Preferred Stock (the “Series G 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 Series G 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 for the six months ended October 31, 2024, is attributable to our entry into a Securities Purchase Agreement (the “SPA”) with MyMD Pharmaceuticals, Inc. which subsequently changed its name to TNF Pharmaceuticals, Inc., and then to Q/C Technologies, Inc., (“QCLS”) in conjunction with a new focus on the development of energy-efficient computing infrastructure. Pursuant to the SPA, the Company purchased (i) 7,000 shares of QCLS’s Series G Convertible Preferred Stock (the “Series G Preferred Shares” or “Series G Preferred Stock”) with an original conversion price of $1.816 per Series G Preferred Share, which were initially convertible into 3,854,626 shares of Common Stock (as defined below); (ii) warrants to purchase up to 3,854,626 shares of QCLS Common Stock with a five-year term (“QCLS Series G Long-Term Warrant”); and (iii) warrants to purchase up to 3,854,626 shares of QCLS Common Stock with a 18-month term (“QCLS Series G Short-Term Warrant”) (collectively, the “QCLS Series G Warrants”), for an aggregate purchase price of $7,000,000.
Previous wording
There was no activity in cash and cash equivalents in financing activities for the three months ended July 31, 2025. 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 $742,179 and redemption of preferred stock of approximately $9,429,583.
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 our Common Stock of approximately $2,145,708 and redemption of Series B Preferred Stock of approximately $18,766,416.
Previous wording
As of July 31, 2025, we had approximately $13.2 million in cash and cash equivalents as compared to approximately $15.2 million at April 30, 2025. We expect that our current cash and cash equivalents of approximately $15.7 million as of the filing of this Quarterly Report on Form 10-Q, will be sufficient to support its projected operating requirements and financial commitments for at least the next twelve months from the date of this Quarterly Report.
Current wording
As of October 31, 2025, we had approximately $15.4 million in cash and cash equivalents as compared to approximately $15.2 million at April 30, 2025. We expect that our current cash and cash equivalents of approximately $21 million as of the filing of this Quarterly Report on Form 10-Q, will be sufficient to support its projected operating requirements and financial commitments for at least the next twelve months from the date of this Quarterly Report.
Previous wording
In August 2025, we entered into a securities purchase agreement pursuant to which we agreed to sell to investors in a private placement an aggregate of 7,000 shares of our newly designated Series C convertible preferred stock with a stated value of $1,000 per share and warrants to purchase up to 7 million shares of common stock, resulting in aggregate gross proceeds of $7 million.
Current wording
In August 2025, we entered into a securities purchase agreement pursuant to which we agreed to sell to investors in a private placement an aggregate of 7,000 shares of our newly designated Series C convertible preferred stock with a stated value of $1,000 per share and warrants to purchase up to 7 million shares of our Common Stock, resulting in aggregate gross proceeds of $7 million.
Previous wording
In September 2025, we entered into a securities purchase agreement pursuant to which we agreed to purchase in a private placement TNF Series H convertible preferred stock convertible into 600,000 shares of TNF common stock and warrants for an aggregate purchase price of $3 million.
Current wording
In September 2025, we entered into a securities purchase agreement pursuant to which we agreed to purchase in a private placement QCLS Series H convertible preferred stock initially convertible into 600,000 shares, subject to adjustment, of QCLS Common Stock and warrants for an aggregate purchase price of $3 million.
Rearranged current paragraphs (3)
Current report — wording carried from elsewhere
R&D expense was $236,242 for the six months ended October 31, 2025, as compared to $193,486 for the three months ended October 31, 2024, an increase of $42,756. The change in cost is primarily due to our continued strategy utilizing consultants to conduct research into the treatment of pancreatic cancer.
Current report — wording carried from elsewhere
General and administrative expenses consist primarily of costs associated with our overall operations and with being a public company. These costs include personnel, legal and professional services, insurance, investor relations and compliance related fees. These expenses were $1,234,966 and $1,008,590, respectively, for the three months ended October 31, 2025 and 2024, an increase of $226,376, or 22%. Compensation expenses decreased by $65,601 due to a decrease in stock options granted to our executives as compared to grants in prior years. Investor relations fees increased by $98,356 due to having two stockholder meetings in 2025 and one meeting in 2024. Legal and professional fees increased by $184,703 primarily due to an increase in consulting fees relating to non-recurring transactions.
Current report — wording carried from elsewhere
Other income (expenses), net, for the six months ended October 31, 2025 was $(13,553,715) as compared to other income (expense), net of $24,326,742 for the six months ended October 31, 2024. Other income (expenses), net, for the six months ended October 31, 2025 is attributable to interest income of $424,180, net of changes in fair value of warrant liabilities of $(10,231,000), a change in the fair value of derivative liability of $302,000, a gain on the legal settlement revaluation of $106,000, a change in fair value of convertible note receivable of $1,304,000, a change in fair value of the Femasys warrant asset of $(1,941,000), a change in fair value of the QCLS investment of $(5,210,000), a gain on related party investment of $2,089,000, issuance costs on convertible preferred stock and warrants of $(1,234,553), a change in fair value of the QCLS warrant assets of $1,218,000, a change in the unrealized loss on marketable securities of $(165,126), a loss on the issuance of convertible preferred stock of $(215,000) and other expenses of $(216). Other income (expenses), net, for the six months ended October 31, 2024, is attributable to interest income of $929,994, changes in fair value of warrant liability of $3,913,000, derivative liability of $2,184,000, a change in fair value of convertible note receivable of $680,000, a change in fair value of the Femasys warrant asset of $(1,234,000), a change in fair value of the QCLS investment of $(3,540,734), a gain on related party investment of $21,395,734, net of other expenses of $(1,252). The changes to the fair values are a result of the updated inputs in the various calculations of fair values.