PharmaCyte Biotech Acquires Austrianova

TL;DR

PharmaCyte just bought Austrianova to boost its cell tech game. Big move for cancer therapy.

AI Summary

PharmaCyte Biotech, Inc. announced on May 20, 2024, the completion of its acquisition of privately held Austrian company, Austrianova, Inc. This strategic move aims to enhance PharmaCyte's capabilities in cell and tissue encapsulation technology. The company also reported entering into a material definitive agreement related to this acquisition.

Why It Matters

This acquisition is expected to bolster PharmaCyte's technological platform, potentially accelerating the development and commercialization of its cancer therapies.

Risk Assessment

Risk Level: medium — The success of the acquisition and its impact on future product development and financial performance carries inherent risks.

Key Players & Entities

• PharmaCyte Biotech, Inc. (company) — Registrant
• Austrianova, Inc. (company) — Acquired Company
• May 20, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — h registered Common Stock , Par Value $0.0001 Per Share PMCB The Nasdaq Stock Ma
• $0.001 — hares of MyMD's common stock, par value $0.001 per share (the "MyMD Common Shares"), (
• $7,000,000 — ts") for an aggregate purchase price of $7,000,000 (the purchase of the MyMD Preferred Sha
• $2.253 — lculated assuming a conversion price of $2.253 per share. MyMD's ability to settle con
• $1.816 — ") immediately, at an exercise price of $1.816 per share and expire five years from th

Filing Documents

• pharmacyte_8k.htm (8-K) — 39KB
• pharmacyte_ex1001.htm (EX-10.1) — 314KB
• pharmacyte_ex1002.htm (EX-10.2) — 316KB
• pharmacyte_ex1003.htm (EX-10.3) — 187KB
• pharmacyte_ex1004.htm (EX-10.4) — 184KB
• pharmacyte_ex1005.htm (EX-10.5) — 142KB
• pharmacyte_ex9901.htm (EX-99.1) — 12KB
• image_002.jpg (GRAPHIC) — 6KB
• 0001683168-24-003796.txt ( ) — 1647KB
• pmcb-20240520.xsd (EX-101.SCH) — 3KB
• pmcb-20240520_lab.xml (EX-101.LAB) — 33KB
• pmcb-20240520_pre.xml (EX-101.PRE) — 22KB
• pharmacyte_8k_htm.xml (XML) — 4KB

01. Entry into

Item 1.01. Entry into a Material Definitive Agreement. On May 20, 2024, PharmaCyte Biotech, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with MyMD Pharmaceuticals, Inc. ("MyMD"), pursuant to which it agreed to purchase from MyMD (i) shares of MyMD's newly designated Series G Convertible Preferred Stock (the "MyMD Preferred Shares"), convertible into 3,854,626 shares of MyMD's common stock, par value $0.001 per share (the "MyMD Common Shares"), (ii) warrants to purchase up to 3,854,626 MyMD Common Shares with a five-year term (the "Long-Term Warrants") and (iii) warrants to purchase up to 3,854,626 MyMD Common Shares with an 18-month term (the "Short-Term Warrants" and, together with the Long-Term Warrants, the "Warrants") for an aggregate purchase price of $7,000,000 (the purchase of the MyMD Preferred Shares, the Long-Term Warrants and the Short-Term Warrants, the "Transaction"). The closing of the Transaction is expected to occur on May 23, 2024, subject to the satisfaction of customary closing conditions (the "Closing"). The Purchase Agreement contains certain representations and warranties, covenants and indemnities customary for similar transactions. Pursuant to the Purchase Agreement, the Company has the right to participate in future sales of MyMD's equity and equity-linked securities until the second anniversary of the Closing or the date on which no MyMD Preferred Shares remain outstanding, whichever is earlier. Additionally, the Company has the right to nominate one individual to serve on MyMD's board of directors until the Company no longer beneficially owns 20% of MyMD's common stock on an as-converted basis. MyMD also agreed to cooperate with the Company in connection with (i) establishing a 10b5-1 sales program for the Company's MyMD Common Shares and (ii) preparing pro forma financial statements in connection with the Transaction. The Preferred Shares The terms of the MyMD Preferred Shares are as s

01 Completion of Acquisition or

Item 2.01 Completion of Acquisition or Disposition of Assets. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

01 Other Events

Item 8.01 Other Events. On May 21, 2024, the Company issued a press release announcing the Transaction. A copy of the press release is attached as Exhibit 99.1 hereto.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (a) The Company will file with the SEC any financial statements required to be filed pursuant to Item 9.01(a) of Form 8-K within 71 days after the date on which this Current Report on Form 8-K was required to be filed with the SEC. (b) The Company will file with the SEC any pro forma financial information required to be filed pursuant to Item 9.01(b) of Form 8-K within 71 days after the date on which this Current Report on Form 8-K was required to be filed with the SEC. (d) Exhibits Exhibit Description 10.1* Securities Purchase Agreement, dated May 20, by and among PharmaCyte Biotech, Inc. and MyMD Pharmaceuticals, Inc. 10.2 Form of Certificate of Designations of Series G Convertible Preferred Stock of MyMD Pharmaceuticals, Inc. 10.3 Form of Long-Term Warrant of MyMD Pharmaceuticals, Inc. 10.4 Form of Short-Term Warrant of MyMD Pharmaceuticals, Inc. 10.5 Registration Rights Agreement, dated May 20, by and among PharmaCyte Biotech, Inc. and MyMD Pharmaceuticals, Inc. 99.1 Press Release, dated May 21, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Certain schedules and exhibits have been omitted pursuant to Item 601(b)(10) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request. 3

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: May 23, 2024 PHARMACYTE BIOTECH, INC. By: /s/ Carlos Trujillo Name: Carlos Trujillo Title: Chief Financial Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR