PharmaCyte Biotech, Inc.
For the period ended Apr 30, 2026. Filed Jul 29, 2026.
View on SEC.govAbout this filing
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.
FY2026 · Filed Jul 29, 2026
PMCB$0.36-4.1%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-K
Period ended 2025-04-30; filed 2025-08-11.
0001683168-25-005821
Item 1A. RISK FACTORSCurrent report: 10-K
Period ended 2026-04-30; filed 2026-07-29.
0001683168-26-005836
Item 1A. RISK FACTORSThe 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 260 previous paragraphs and 283 current paragraphs.
241 unchanged; 18 reworded; 23 added; 1 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 32 previous and 23 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 (23)
Current report
U.S. government shutdowns, reductions in FDA staffing and funding, or other disruptions to FDA operations could further delay the lifting of the clinical hold on our IND and materially harm our business.
Current report
Our ability to advance our product candidates depends entirely on the FDA’s willingness and capacity to engage with us, review our submissions, and ultimately lift the clinical hold on our IND. The FDA’s ability to perform these functions may be adversely affected by a variety of factors beyond our control, including U.S. government shutdowns, reductions in federal agency funding and staffing, and policy changes affecting the FDA’s operations and priorities. In recent years, the U.S. government has experienced multiple shutdowns during which the FDA was required to furlough employees and suspend critical regulatory activities. Additionally, beginning in 2025, the federal government has undertaken efforts to reduce the federal workforce, including through voluntary termination programs, position eliminations, and involuntary terminations, which may result in the loss of experienced FDA reviewers and support staff. Any reduction in the FDA’s capacity to conduct timely reviews of regulatory submissions, including our response to the clinical hold, could result in significant additional delays to our development timeline.
Current report
Furthermore, application of newly developed artificial intelligence and other technologies by our competitors may increase the volume of regulatory submissions to the FDA, potentially straining the agency’s review capacity and further extending review timelines for all applicants, including us. Any such delays could have a material adverse effect on our business, financial condition, and results of operations.
Current report
We rely on information technology systems that we or our third-party providers operate to process, transmit and store electronic information in our day-to-day operations. In connection with our product discovery efforts, we may collect and use a variety of personal data, such as name, mailing address, email addresses, phone number and clinical trial information. A successful cyberattack could result in the theft or destruction of intellectual property, data, or other misappropriation of assets, or otherwise compromise our confidential or proprietary information and disrupt our operations. Cyberattacks are increasing in their frequency, sophistication and intensity, and have become increasingly difficult to detect. Cyberattacks could include wrongful conduct by hostile foreign governments, industrial espionage, wire fraud and other forms of cyber fraud, the deployment of harmful malware, denial-of-service, social engineering fraud or other means to threaten data security, confidentiality, integrity and availability. In particular, threat actors are increasingly leveraging artificial intelligence technologies, including generative AI, to enhance the sophistication and effectiveness of cyberattacks through techniques such as AI-generated phishing communications, deepfakes, and advanced social engineering tactics that are more difficult to detect using traditional security measures. A successful cyberattack could cause serious negative consequences for us, including, without limitation, the disruption of operations, the misappropriation of confidential business information, including financial information, trade secrets, financial loss and the disclosure of corporate strategic plans. Although we devote resources to protect our information systems, we realize that cyberattacks are a threat, and there can be no assurance that our efforts will prevent information security breaches that would result in business, legal, financial or reputational harm to us, or would have a material adverse effect on our results of operations and financial condition. Any failure to prevent or mitigate security breaches or improper access to, use of, or disclosure of our clinical data or patients’ personal data could result in significant liability under state (e.g., state breach notification laws), federal (e.g., HIPAA, as amended by HITECH), and international law (e.g., the GDPR) and may cause a material adverse impact to our reputation, affect our ability to conduct new studies and potentially disrupt our business.
Current report
In addition, the computer systems of various third parties on which we rely, and other contractors, consultants and law and accounting firms, may sustain damage from computer viruses, unauthorized access, data breaches, phishing attacks, cybercriminals, natural disasters (including hurricanes and earthquakes), terrorism, war and telecommunication and electrical failures. We rely on our third-party providers to implement effective security measures and identify and correct for any such failures, deficiencies or breaches. Our cybersecurity risk management is led by a contracted third-party Information Security Officer. While this individual has substantial experience in cybersecurity, our reliance on a single contracted individual for this critical function means that the departure, unavailability, or incapacitation of this individual could leave us without adequate cybersecurity oversight for a period of time. If we or our third-party providers fail to maintain or protect our information technology systems and data integrity effectively or fail to anticipate, plan for or manage significant disruptions to our information technology systems, we or our third-party providers could have difficulty preventing, detecting and controlling such cyber-attacks and any such attacks could result in losses described above as well as disputes with physicians, patients and our partners, regulatory sanctions or penalties, increases in operating expenses, expenses or lost revenues or other adverse consequences, any of which could have a material adverse effect on our business, results of operations, financial condition, prospects and cash flows. Any failure by such third parties to prevent or mitigate security breaches or improper access to or disclosure of such information could have similarly adverse consequences for us. If we are unable to prevent or mitigate the impact of such security or data privacy breaches, we could be exposed to litigation and governmental investigations, which could lead to a potential disruption to our business. In addition, our cybersecurity insurance coverage may not be adequate or sufficient to protect us from liabilities arising out of cybersecurity incidents, and such coverage may not continue to be available on commercially reasonable terms or at all.
Current report
Rapid advances in artificial intelligence by our competitors and third parties may place us at a competitive disadvantage, and the use of AI technologies by our employees, consultants, or service providers could expose us to additional risks.
Current report
We do not currently develop, deploy, or rely upon artificial intelligence (“AI”) technologies in our drug discovery, preclinical development, or business operations. However, many of our competitors and other companies in the biotechnology and pharmaceutical industries are increasingly using AI and machine learning technologies to accelerate drug discovery, optimize clinical trial design, enhance manufacturing processes, and identify new therapeutic targets. If our competitors are able to leverage AI to develop competing therapies more quickly or cost-effectively than we can using our current approaches, we may be placed at a significant competitive disadvantage. Our failure to adopt AI technologies, or delays in doing so, could impair our ability to compete effectively in an industry that is rapidly embracing these tools.
Current report
In addition, our employees, consultants, independent contractors, or third-party service providers may use generative AI tools in the course of performing services for us, whether or not authorized to do so. Such use could result in the inadvertent disclosure or compromise of our confidential information, proprietary data, trade secrets, or the personal data of clinical trial participants. AI-generated content, analyses, or recommendations that are inaccurate, biased, or otherwise deficient could lead to errors in our regulatory submissions, research activities, or business decision-making. We may have limited visibility into or control over third parties’ use of AI technologies in connection with services they provide to us.
Current report
The regulatory landscape governing the use of AI is rapidly evolving and increasingly fragmented across jurisdictions. In the European Union, the Artificial Intelligence Act (the “AI Act”) entered into force on August 1, 2024, with significant provisions scheduled to come into effect in August 2026. The AI Act imposes substantial obligations on providers and deployers of certain AI systems, including those used in healthcare settings, and non-compliance can result in significant fines. In the United States, multiple states have proposed or enacted legislation regulating AI use, governance, and deployment in healthcare and other settings, creating a complex and uncertain regulatory patchwork. If we adopt AI technologies in the future, we may face significant compliance costs, regulatory uncertainty, and potential liability. Even if we do not directly adopt AI, evolving AI regulations could affect the third parties on which we rely or impose additional obligations on our industry. Additionally, threat actors are increasingly using AI to enhance the sophistication and effectiveness of cyberattacks, including through AI-generated phishing, deepfakes, and other social engineering techniques, which may increase the cybersecurity risks we face. See “—We may be unable to adequately protect our information systems from cyberattacks” above.
Current report
To address this deficiency, our Board has approved, and at our annual meeting of stockholders held on March 30, 2026, our stockholders approved, an amendment to our Articles of Incorporation, as amended, to effect a reverse stock split of our common stock at a ratio of not less than 1-for-1.1 and not more than 1-for-100, with the exact ratio, and whether and when to implement the reverse stock split, if at all, to be determined by our Board in its sole discretion. Our Board has the authority, but not the obligation, to effect the reverse stock split and may abandon the amendment at any time before it is filed with the Nevada Secretary of State, even though our stockholders have approved it. There can be no assurance that our Board will elect to effect the reverse stock split, that any reverse stock split will result in a sustained increase in the per share trading price of our common stock sufficient for us to regain or maintain compliance with the Minimum Bid Price Requirement, or that our common stock will not decline in price following any reverse stock split.
Current report
If we do not regain compliance with the Minimum Bid Price Requirement or otherwise fail to satisfy Nasdaq’s other continued listing requirements, Nasdaq will notify us that our common stock is subject to delisting, and we would be entitled to appeal that determination to a Nasdaq Hearings Panel, although there can be no assurance that any such appeal would be successful. If our common stock were delisted from Nasdaq, the established trading market for our common stock would be eliminated, and we would likely be forced to seek to have our common stock quoted on the OTC Markets or another quotation medium, which would likely reduce the liquidity and market price of our common stock, harm our reputation with employees, business partners and existing and prospective investors, and impair our ability to raise additional capital on acceptable terms, or at all, when needed. If, after listing, our common stock is delisted from Nasdaq or any other U.S. or nationally recognized stock exchange, we could face significant additional material adverse consequences, including:
Current report
On July 22, 2026, the SEC approved a new Nasdaq rule (Listing Rules 5450(a)(3) and 5550(a)(6)) requiring companies listed on the Nasdaq Global Market and Nasdaq Capital Market to maintain a minimum Market Value of Listed Securities (“MVLS”) of at least $5 million. Under the new rule, if a company’s MVLS remains below $5 million for 30 consecutive business days, Nasdaq will issue a Staff Delisting Determination, and trading in the company’s securities will be immediately suspended without any cure or compliance period. This represents a significant departure from Nasdaq’s traditional approach to continued listing deficiencies, which typically provides issuers with compliance periods to regain compliance while remaining listed. Although a Nasdaq Hearings Panel may, in its discretion, grant an exception of up to 180 calendar days from the Staff Delisting Determination if a company demonstrates that it can satisfy Nasdaq’s initial listing standards, such relief is discretionary, and the suspension from Nasdaq trading is not automatically stayed during any appeal.
Current report
As of the date of this Report, our MVLS may be at or near levels that could implicate this new requirement. Given our current stock price and the number of shares of our common stock outstanding, a sustained decline in our stock price or other adverse market conditions could cause our MVLS to fall below $5 million for 30 consecutive business days, triggering an immediate suspension and delisting from Nasdaq. A delisting under this rule would have the same adverse consequences described above, including reduced liquidity, limited market quotations, diminished analyst coverage, and impaired ability to raise capital. Moreover, the lack of a cure period under this rule means that we would have limited time and recourse to address any such deficiency, and any appeal to a Hearings Panel would require us to demonstrate compliance with Nasdaq’s more stringent initial listing standards.
Current report
As of April 30, 2026, we had 4,766 shares of our Series C Convertible Preferred Stock (the “Series C Preferred Stock”) outstanding, which we issued in August 2025 in a $7,000,000 private placement. The Series C Preferred Stock has a stated value of $1,000 per share and an aggregate liquidation preference of approximately $4.8 million as of April 30, 2026, which is senior to the rights of holders of our common stock upon any liquidation, dissolution or winding up of the Company. Holders of the Series C Preferred Stock are entitled to cumulative dividends of 7% per annum, compounded quarterly, payable in cash, which rate increases to 15% per annum upon the occurrence of a Triggering Event (as defined in the applicable certificate of designations). Holders of the Series C Preferred Stock are also entitled to vote together with holders of our common stock as a single class, on an as-converted basis, on all matters submitted to a vote of our common stockholders, and, upon the occurrence of a Triggering Event, including our failure to pay amounts due when required, may require us to redeem their shares in cash at a premium. These senior dividend, liquidation, voting and redemption rights could reduce the amount of cash or other assets otherwise available for distribution to, or dilute the voting power of, holders of our common stock.
Current report
We have previously issued other series of preferred stock with senior terms. In May 2023, we issued shares of our Series B Convertible Preferred Stock in a private placement, which carried a 4% per annum dividend rate (increasing to 15% per annum upon a Triggering Event), an initial conversion price of $4.00 per share subject to anti-dilution adjustment, and a right of holders to require redemption in cash at a premium upon a Triggering Event, although holders of the Series B Convertible Preferred Stock had no voting rights except with respect to certain matters affecting their rights. All outstanding shares of our Series B Convertible Preferred Stock have been redeemed.
Current report
The QCLS Series H Warrants are exercisable at an exercise price of $3.3713 per share. There can be no assurance that the QCLS Series H Warrants will be in the money when exercisable, and as such they may expire worthless.
Current report
Our investments in securities of Femasys and QCLS represent a substantial concentration of our total assets, and adverse developments affecting either company could materially and adversely affect our financial condition.
Current report
Changes in U.S. trade policy, tariffs, and geopolitical conditions could disrupt our supply chain, increase our costs, and materially harm our business.
Current report
Our product candidates are manufactured exclusively by Austrianova, which is based in Singapore. We are dependent on the uninterrupted ability of Austrianova to source raw materials, manufacture our product candidates, and ship finished products or materials to us and to clinical trial sites. Changes in U.S. trade policy, including the imposition of new or increased tariffs on imports from Singapore or other countries in our supply chain, retaliatory trade measures by foreign governments, export controls, sanctions, or other trade restrictions, could increase the cost of our product candidates, disrupt or delay the supply of critical materials, and create uncertainty that impairs our ability to plan and budget for our clinical development programs. The current U.S. trade policy environment is characterized by significant unpredictability, with tariff levels and trade agreements subject to rapid change. We may be unable to anticipate, plan for, or effectively mitigate the adverse effects of such measures on our operations and costs.
Current report
In addition, geopolitical tensions, including regional conflicts and evolving diplomatic relationships between the United States and countries in Asia, could further disrupt international trade, logistics, and the operations of Austrianova and other third parties on which we rely. Austrianova has from time to time experienced significant supply chain delays, and we believe Austrianova may also be experiencing liquidity issues. Geopolitical disruptions could exacerbate these existing vulnerabilities and adversely affect Austrianova’s ability to perform its manufacturing obligations for us. If Austrianova is unable to manufacture our product candidates due to trade restrictions, supply chain disruptions, or other geopolitical factors, we may not be able to locate a replacement manufacturer on acceptable terms, or at all, which would have a material adverse effect on our business, financial condition, and results of operations.
Current report
Adverse macroeconomic conditions, including inflation, rising interest rates, and tightening capital markets, could increase our operating costs and impair our ability to raise capital on acceptable terms.
Current report
As a pre-revenue company that is dependent on external financing to fund our operations and development programs, we are particularly vulnerable to adverse macroeconomic conditions. Persistent inflation has increased, and may continue to increase, the costs of conducting preclinical studies, clinical trials, and regulatory compliance activities, as well as the fees charged by our consultants, contract research organizations, and third-party manufacturers, including Austrianova. Rising interest rates and volatility in the credit and financial markets may reduce the availability of capital and increase the cost of any financing we may seek. Tightening capital markets may also decrease investor appetite for investments in early-stage biotechnology companies, making it more difficult for us to raise the additional capital we will need to complete our clinical development programs and fund our ongoing operations.
Current report
In addition, macroeconomic uncertainty, including geopolitical instability and trade policy developments, may adversely affect the financial condition and operations of the third parties on which we rely, including Austrianova, our contract service providers, and potential future collaboration partners. A deterioration in general economic conditions could also result in declines in our stock price, which may further impair our ability to raise equity capital. Any of these factors could have a material adverse effect on our business, financial condition, and results of operations.
Removed paragraphs (1)
Previous report
The Femasys Notes are convertible at a conversion price of $1.18 per share. To the extent we convert the Notes when the market price of the Femasys Shares is lower than the conversion price, we may realize a loss equal to the difference between the conversion price and the market price. Femasys may require us to convert our Notes into Femasys Shares if the closing price of the Femasys Shares exceeds $2.36 per share for 10 consecutive trading days and the daily dollar trading volume of the Femasys Shares exceeds one million dollars ($1,000,000) per day during the same period and certain equity conditions described in the Notes are satisfied. If we are forced to mandatorily convert the Notes, we may realize additional loss.
Reworded paragraphs (18)
Previous wording
We are a biotechnology company focused on developing cellular therapies for cancer based upon a proprietary cellulose-based live cell encapsulation technology known as “Cell-in-a-Box®.” In recent years, we have devoted substantially all our resources to the development of our product candidates for LAPC. We have limited resources, a limited operating history, no products approved for clinical trials or commercial sale and therefore have not produced any revenues. We have generated significant operating losses since our inception. Our net income attributable to common stockholders for the year ended April 30, 2025 was approximately $23 million, mostly attributable to a gain on the related party investment of approximately $21 million and fair value fluctuations of approximately $14 million, and for 2024 our net loss attributable to common stockholders was approximately $17.2 million. As of April 30, 2025, we had an accumulated deficit of approximately $85 million. Substantially all our losses have resulted from expenses incurred relating to our research and development programs and from general and administrative expenses and operating losses associated with our business.
Current wording
We are a biotechnology company focused on developing cellular therapies for cancer based upon a proprietary cellulose-based live cell encapsulation technology known as “Cell-in-a-Box®.” In recent years, we have devoted substantially all our resources to the development of our product candidates for LAPC. We have limited resources, a limited operating history, no products approved for clinical trials or commercial sale and therefore have not produced any revenues. We have generated significant operating losses since our inception. Our net loss attributable to common stockholders for the year ended April 30, 2026 was approximately $23 million, mostly attributable to fair value fluctuations losses of approximately $14 million, preferred stock and warrant issuance costs of $1.4 million, preferred stock accretion costs of $3.5 million and operating expenses of approximately $6.8 million, net of a gain on the related party investment of approximately $2.1 million and for 2025 our net income attributable to common stockholders was approximately $23 million. As of April 30, 2026, we had an accumulated deficit of approximately $104 million. Substantially all our losses have resulted from expenses incurred relating to our research and development programs and from general and administrative expenses and operating losses associated with our business.
Previous wording
On October 1, 2020, we received notice from the FDA that it had placed our IND for a planned clinical trial in LAPC on clinical hold. As part of the clinical hold process, the FDA has asked for additional information, tasks to be performed by us and new preclinical studies and assays. It has taken and may continue to take a considerable period of time, the length of which is not certain at this time, for us to conduct such tasks and preclinical studies and to generate and prepare the requested information. Even if we are able to fully respond to the FDA’s requests, the agency may subsequently make additional requests that we would need to fulfill prior to the lifting of the clinical hold and we may never be able to begin our clinical trial in LAPC, obtain regulatory approval or successfully commercialize our product candidates. An inability to conduct our clinical trial in LAPC as a result of the clinical hold or otherwise, would likely force us to terminate our clinical development plans. It is possible that we will be unable to fully respond to the FDA in a satisfactory manner, and as a result the clinical hold may never be lifted. If the clinical hold is not lifted or if the lifting takes an extended period of time, our business and prospects will likely suffer material adverse consequences.
Current wording
On October 1, 2020, we received notice from the FDA that it had placed our IND for a planned clinical trial in LAPC on clinical hold. As part of the clinical hold process, the FDA has asked for additional information, tasks to be performed by us and new preclinical studies and assays. It has taken and may continue to take a considerable period of time, the length of which is not certain at this time, for us to conduct such tasks and preclinical studies and to generate and prepare the requested information. Even if we are able to fully respond to the FDA’s requests, the agency may subsequently make additional requests that we would need to fulfill prior to the lifting of the clinical hold and we may never be able to begin our clinical trial in LAPC, obtain regulatory approval or successfully commercialize our product candidates. An inability to conduct our clinical trial in LAPC as a result of the clinical hold or otherwise, would likely force us to terminate our clinical development plans. It is possible that we will be unable to fully respond to the FDA in a satisfactory manner, and as a result the clinical hold may never be lifted. If the clinical hold is not lifted or if the lifting takes an extended period of time, our business and prospects will likely suffer material adverse consequences. As of the date of this Report, the clinical hold has remained in place for over five years since October 2020, and we cannot predict whether or when it will be lifted.
Previous wording
Our operating and capital requirements during this fiscal year and thereafter will vary based on several factors, including whether we can complete the studies requested by the FDA with respect to our IND filing, whether the FDA allows us to commence our planned clinical trial for LAPC, how quickly enrollment of patients in our such trial can be commenced, the duration of the clinical trial and any change in the clinical development plans for our product candidates and the outcome, timing and cost of meeting regulatory requirements established by the FDA and the EMA or other comparable foreign regulatory authorities.
Current wording
Our operating and capital requirements during this fiscal year and thereafter will vary based on several factors, including whether we can complete the studies requested by the FDA with respect to our IND filing, whether the FDA allows us to commence our planned clinical trial for LAPC, how quickly enrollment of patients in such trial can be commenced, the duration of the clinical trial and any change in the clinical development plans for our product candidates and the outcome, timing and cost of meeting regulatory requirements established by the FDA and the EMA or other comparable foreign regulatory authorities.
Previous wording
We may experience significant fluctuations in future operating results due to a variety of factors, many of which are outside of our control. Factors that may affect operating results include: (i) the ability to obtain and retain customers; (ii) our ability to attract new customers at a steady rate and maintain customer satisfaction with products; (iii) our announcement or introduction of new products by us or our competitors; (iv) price competition; (v) the level of use and consumer acceptance of its products; (vi) the amount and timing of operating costs and capital expenditures relating to expansion of the business, operations and infrastructure; (vii) governmental regulations; (viii) general economic conditions; and (ix) delays or disruptions in our supply chain.
Current wording
We may experience significant fluctuations in future operating results due to a variety of factors, many of which are outside of our control. Factors that may affect operating results include: (i) the ability to obtain and retain customers; (ii) our ability to attract new customers at a steady rate and maintain customer satisfaction with products; (iii) our announcement or introduction of new products by us or our competitors; (iv) price competition; (v) the level of use and consumer acceptance of our products; (vi) the amount and timing of operating costs and capital expenditures relating to expansion of the business, operations and infrastructure; (vii) governmental regulations; (viii) general economic conditions; and (ix) delays or disruptions in our supply chain.
Previous wording
We may be eligible for priority review designation for our product candidates if the regulatory agencies determine such product candidates offer major advances in treatment of a serious disease or condition or provide a treatment for a serious disease or condition where no adequate therapy exists. For a description of priority review designation, see “Government Regulation –Fast Track, Breakthrough Therapy and Priority Review Designations.”
Current wording
We may be eligible for priority review designation for our product candidates if the regulatory agencies determine that such product candidates offer major advances in treatment of a serious disease or condition or provide a treatment for a serious disease or condition where no adequate therapy exists. For a description of priority review designation, see “Government Regulation – Fast Track, Breakthrough Therapy and Priority Review Designations.”
Previous wording
We may not be able to meet the continued listing requirements for Nasdaq or another nationally recognized stock exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.
Current wording
We are not currently in compliance with the continued listing requirements for Nasdaq, and if we are unable to regain compliance, our common stock could be delisted from Nasdaq or another nationally recognized stock exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.
Previous wording
In order to remain listed on Nasdaq, we will be required to meet the continued listing requirements of Nasdaq or any other U.S. or nationally recognized stock exchange to which we may apply and be approved for listing. We may be unable to satisfy these continued listing requirements, and there is no guarantee that our common stock will remain listed on Nasdaq or any other U.S. or nationally recognized stock exchange. If, after listing, our common stock is delisted from Nasdaq or any other U.S. or nationally recognized stock exchange, we could face significant material adverse consequences, including:
Current wording
In order to remain listed on Nasdaq, we are required to meet the continued listing requirements of Nasdaq or any other U.S. or nationally recognized stock exchange to which we may apply and be approved for listing. 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, based on the closing bid price of our common stock for the 30 consecutive business days preceding the date of the Notice, we were not in compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2), which requires listed securities to maintain a minimum bid price of $1.00 per share (the “Minimum Bid Price Requirement”). The Notice had no immediate effect on the listing or trading of our common stock, which continues to trade on The Nasdaq Capital Market under the symbol “PMCB.” In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we were provided an initial compliance period of 180 calendar days, or until June 1, 2026, to regain compliance with the Minimum Bid Price Requirement. On June 2, 2026, we received notice from Nasdaq that we were eligible for an additional 180 calendar day period, or until November 30, 2026, to regain compliance with the Minimum Bid Price Requirement. There can be no assurance that we will regain compliance with the Minimum Bid Price Requirement within the additional compliance period. We may also be unable to satisfy other continued listing requirements in the future, and there is no guarantee that our common stock will remain listed on Nasdaq or any other U.S. or nationally recognized stock exchange.
Previous wording
We may obtain additional capital through the issuance of preferred stock, which may limit your rights as a holder of our common stock.
Current wording
Our outstanding Series C Convertible Preferred Stock has dividend, liquidation, redemption, anti-dilution and voting rights that are senior to, or could dilute, the rights of holders of our common stock, and we may issue additional shares of preferred stock, which may limit your rights as a holder of our common stock.
Previous wording
Without any stockholder vote or action, our Board may designate and approve for issuance shares of our preferred stock. The terms of any preferred stock may include priority claims to assets and dividends and special voting rights which could limit the rights of the holders of our common stock. The designation and issuance of preferred stock favorable to current management or stockholders could make any possible takeover of us or the removal of our management more difficult.
Current wording
Without any stockholder vote or action, our Board may designate and approve for issuance additional shares of our preferred stock. The terms of any preferred stock may include priority claims to assets and dividends and special voting rights which could limit the rights of the holders of our common stock. The designation and issuance of preferred stock favorable to current management or stockholders could make any possible takeover of us or the removal of our management more difficult.
Previous wording
Because of the price volatility in our shares, we have observed since its inception, investors in our common stock may not be able to sell their shares when they desire to do so at a price the investors desire to attain. During the year ended April 30, 2025, shares of our common stock were quoted and traded at a high of $2.42 per share and a low of $1.03 per share. The inability to sell securities in a rapidly declining market may substantially increase the risk of loss because the price of our common stock may suffer greater declines due to the historical price volatility of our shares. Certain factors, some of which are beyond our control, which may cause our share price to fluctuate significantly include, but are not limited to, the following:
Current wording
Because of the price volatility in our shares, we have observed since its inception, investors in our common stock may not be able to sell their shares when they desire to do so at a price the investors desire to attain. During the year ended April 30, 2026, shares of our common stock were quoted and traded at a high of $1.51 per share and a low of $0.63 per share. The inability to sell securities in a rapidly declining market may substantially increase the risk of loss because the price of our common stock may suffer greater declines due to the historical price volatility of our shares. Certain factors, some of which are beyond our control, which may cause our share price to fluctuate significantly include, but are not limited to, the following:
Previous wording
We have not paid dividends on our shares of common stock and do not anticipate paying such dividends in the foreseeable future. In addition, the terms of the certificate of designations governing our Preferred Shares presently restricts our ability to pay dividends.
Current wording
We have not paid dividends on our shares of common stock and do not anticipate paying such dividends in the foreseeable future. In addition, the terms of the certificate of designations governing our Series C Preferred Stock presently restricts our ability to pay dividends.
Previous wording
We own securities of other public companies, including the Notes, the TNF Preferred Shares, the Femasys common stock, the Femasys Warrants and the TNF Warrants. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Femasys Transaction” and “– TNF Transaction” for more information regarding these securities. Defined terms used in this risk factor are defined in such section.
Current wording
We own securities of other public companies, the MyMD Pharmaceuticals Inc. which subsequently changed its name to TNF Pharmaceuticals, Inc. and then to Q/C Technologies, Inc. (“QCLS”) QCLS Preferred Shares, the Femasys common stock, the Femasys Warrants and the QCLS Warrants. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Femasys Transaction” and “– QCLS Transaction” for more information regarding these securities. Defined terms used in this risk factor are defined in such section.
Previous wording
The TNF Preferred Shares are convertible at a conversion price of $0.1832 per share. To the extent we convert the TNF Preferred Shares when the market price of the TNF Common Shares is lower than the conversion price, we may realize a loss equal to the difference between the conversion price and the market price.
Current wording
The QCLS Series G Preferred Stock are convertible at a conversion price of $3.3713 per share. To the extent we convert the QCLS Series G Preferred Stock when the market price of the QCLS Common Shares is lower than the conversion price, we may realize a loss equal to the difference between the conversion price and the market price.
Previous wording
The Femasys Series A Warrants are exercisable at an exercise price of $1.18 per share. The Femasys Series B Warrants expired on November 21, 2024. There can be no assurance that the Femasys Warrants will be in the money when exercisable, and as such they may expire worthless.
Current wording
The Femasys Series A Warrants are exercisable at an exercise price of $1.18 per share. In June 2026, Femasys completed a 20 to 1 reverse stock split, changing the conversion price to $23.60 per share. The Femasys Series B Warrants expired on November 21, 2024. There can be no assurance that the Femasys Warrants will be in the money when exercisable, and as such they may expire worthless.
Previous wording
The TNF Warrants are exercisable at an exercise price of $0.1832 per share. There can be no assurance that the TNF Warrants will be in the money when exercisable, and as such they may expire worthless.
Current wording
The QCLS Series G Warrants are exercisable at an exercise price of $3.3713 per share. There can be no assurance that the QCLS Series G Warrants will be in the money when exercisable, and as such they may expire worthless.
Previous wording
Section 3(a)(1)(A) of the 1940 Act defines an “investment company” as any issuer that is or holds itself out as being, engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities. Section 3(a)(1)(C) of the 1940 Act defines “investment company” to mean any issuer that is engaged or proposes to engage in the business of investing, reinvesting, owning, holding, or trading in securities, and owns or proposes to acquire investment securities having a value exceeding 40% of the value of such issuer’s total assets. Such investment companies are required to register and meet other requirements promulgated under the 1940 Act. Our purchases of securities of other companies, including pursuant to the Femasys Transaction and the TNF Transaction (each as defined below), could give rise to a determination that we are or were an investment company subject to registration under the 1940 Act. Such a determination could have a material adverse effect on our business operations, projected revenues and earnings, and growth prospects.
Current wording
Section 3(a)(1)(A) of the 1940 Act defines an “investment company” as any issuer that is or holds itself out as being, engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities. Section 3(a)(1)(C) of the 1940 Act defines “investment company” to mean any issuer that is engaged or proposes to engage in the business of investing, reinvesting, owning, holding, or trading in securities, and owns or proposes to acquire investment securities having a value exceeding 40% of the value of such issuer’s total assets. Such investment companies are required to register and meet other requirements promulgated under the 1940 Act. Our purchases of securities of other companies, including pursuant to the Femasys Transaction and the QCLS Transaction (each as defined below), could give rise to a determination that we are or were an investment company subject to registration under the 1940 Act. Such a determination could have a material adverse effect on our business operations, projected revenues and earnings, and growth prospects.
Previous wording
We are an early-stage biotechnology company with a limited operating history. As of April 30, 2025, we had 2 full-time employees and numerous consultants. We are highly dependent on the R&D, clinical and business development expertise of the principal members of our management, scientific and clinical teams, specifically, on our Interim Chief Executive Officer and Chief Financial Officer. Recruiting and retaining qualified scientific, clinical, manufacturing and sales and marketing personnel will also be critical to our success. The loss of the services of our Interim Chief Executive Officer and Chief Financial Officer or other key employees or consultants could severely impede the achievement of our R&D and commercialization of our product candidates and seriously harm our ability to successfully implement our business strategy.
Current wording
We are an early-stage biotechnology company with a limited operating history. As of April 30, 2026, we had two full-time employees and relied on numerous consultants. We are highly dependent on the R&D, clinical and business development expertise of the principal members of our management, scientific and clinical teams, specifically, on our Chief Executive Officer and Chief Financial Officer. Recruiting and retaining qualified scientific, clinical, manufacturing and sales and marketing personnel will also be critical to our success. The loss of the services of our Chief Executive Officer and Chief Financial Officer or other key employees or consultants could severely impede the achievement of our R&D and commercialization of our product candidates and seriously harm our ability to successfully implement our business strategy.
Previous wording
As of April 30, 2025, we had federal net operating loss carryforwards of approximately $61 million, and approximately $31 million for state net operating losses, which will begin to expire in varying amounts beginning in 2025. Under Sections 382 and 383 of the U.S. Internal Revenue Code of 1986, as amended, or the Code, and corresponding provisions of state law, if a corporation undergoes an “ownership change,” (generally defined as a greater than 50-percentage-point cumulative change (by value) in the equity ownership of certain stockholders over a rolling three-year period), the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change tax attributes to offset its post-change taxable income or taxes will be limited to approximately $24 million and $15 million for federal and state, respectively.
Current wording
As of April 30, 2026, we had federal net operating loss carryforwards of approximately $65 million, and approximately $36 million for state net operating losses, which will begin to expire in varying amounts beginning in 2026. Under Sections 382 and 383 of the U.S. Internal Revenue Code of 1986, as amended, or the Code, and corresponding provisions of state law, if a corporation undergoes an “ownership change,” (generally defined as a greater than 50-percentage-point cumulative change (by value) in the equity ownership of certain stockholders over a rolling three-year period), the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change tax attributes to offset its post-change taxable income or taxes will be limited to approximately $36 million and $16 million for federal and state, respectively.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
The QCLS Series H Preferred Stock are convertible at a conversion price of $3.3713 per share. To the extent we convert the QCLS Series H Preferred Stock when the market price of the QCLS Common Shares is lower than the conversion price, we may realize a loss equal to the difference between the conversion price and the market price.