PharmaCyte Biotech Files 8-K on Agreements and Equity Sales

TL;DR

PharmaCyte Biotech dropped an 8-K detailing new deals and stock sales. Check the filings.

AI Summary

PharmaCyte Biotech, Inc. filed an 8-K on August 18, 2025, reporting on several items including an entry into a material definitive agreement and unregistered sales of equity securities. The filing also includes Regulation FD disclosures and financial statements. The company, formerly known as Nuvilex, Inc., is incorporated in Nevada and its fiscal year ends on April 30.

Why It Matters

This 8-K filing provides crucial updates on PharmaCyte Biotech's material agreements and equity transactions, which could impact its financial standing and strategic direction.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can indicate significant business developments or potential dilution risks.

Key Numbers

• 001-40699 — SEC File Number (Identifies the company's filing history with the SEC.)
• 62-1772151 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• PharmaCyte Biotech, Inc. (company) — Registrant
• August 17, 2025 (date) — Earliest event reported
• August 18, 2025 (date) — Date of report
• Nevada (jurisdiction) — State of incorporation
• Nuvilex, Inc. (company) — Former company name
• 3960 Howard Hughes Parkway, Suite 500 (address) — Business and mail address

FAQ

Key Financial Figures

• $0.0001 — h registered Common Stock , Par Value $0.0001 Per Share PMCB The Nasdaq Stock Ma
• $0 — convertible preferred stock, par value $0.0001, with a stated value of $1,000 per
• $1,000 — r value $0.0001, with a stated value of $1,000 per share (the " Preferred Stock "), in
• $1.00 — ck ") at an initial conversion price of $1.00 and (ii) warrants to purchase up to an
• $7 million — he Private Placement are expected to be $7 million. The Company expects to use the net pro
• $10,000 — ement plus a non-accountable expense of $10,000, and (ii) warrants to purchase shares o

Filing Documents

• pharmacyte_8k.htm (8-K) — 47KB
• pharmacyte_ex0301.htm (EX-3.1) — 295KB
• pharmacyte_ex0401.htm (EX-4.1) — 163KB
• pharmacyte_ex1001.htm (EX-10.1) — 273KB
• pharmacyte_ex1002.htm (EX-10.2) — 158KB
• pharmacyte_ex1003.htm (EX-10.3) — 85KB
• pharmacyte_ex9901.htm (EX-99.1) — 7KB
• image_001.gif (GRAPHIC) — 5KB
• 0001683168-25-006274.txt ( ) — 1455KB
• pmcb-20250817.xsd (EX-101.SCH) — 3KB
• pmcb-20250817_lab.xml (EX-101.LAB) — 33KB
• pmcb-20250817_pre.xml (EX-101.PRE) — 22KB
• pharmacyte_8k_htm.xml (XML) — 4KB

01. Entry into a Material

Item 1.01. Entry into a Material Definitive Agreement. On August 17, 2025, PharmaCyte Biotech, Inc. (the " Company ") entered into a Securities Purchase Agreement (the " Purchase Agreement ") with certain accredited investors (the " Investors "), pursuant to which it agreed to sell to the Investors in a private placement (the " 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 " Preferred Stock "), initially convertible into up to 7,000,000 shares of the Company's common stock, par value $0.0001 per share (the " Common Stock ") at an initial conversion price of $1.00 and (ii) warrants to purchase up to an aggregate of 7,000,000 shares of Common Stock (the " Warrants "). The shares of Common Stock issuable upon conversion of the Preferred Stock are referred to as the " Conversion Shares ". The Private Placement is exempt from the registration requirements of the Securities Act of 1933, as amended (the " Securities Act ") pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D of the Securities Act and in reliance on similar exemptions under applicable state laws. Each of the Investors has represented to the Company that it is an accredited investor within the meaning of Rule 501(a) of Regulation D and that it is acquiring the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The Preferred Stock and the Warrants are being offered without any general solicitation by the Company or its representatives. The closing of the Private Placement is expected to occur on August 19, 2025, subject to the satisfaction of customary closing conditions. The aggregate gross proceeds from the Private Placement are expected to be $7 million. The Company expe

02. Unregistered Sales

Item 3.02. Unregistered Sales of Equity Securities. The matters described in Section 1.01 of this Current Report on Form 8-K related to the Private Placement are incorporated herein by reference. In connection with the issuance of the Preferred Stock and the Warrants in the Private Placement described in Item 1.01, the Company relied upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation D promulgated thereunder for transactions not involving a public offering. This report shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction. The matters described in Section 1.01 of this Current Report on Form 8-K related to the Certificate of Designations under the title "Preferred Stock" are incorporated herein by reference.

01. Regulation FD

Item 7.01. Regulation FD. On August 18, 2025, the Company issued a press release announcing the Private Placement. A copy of the press release is attached as Exhibit 99.1 hereto. The information in this Item 7.01 to this Current Report on Form 8-K, and in Exhibit 99.1 furnished herewith, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.

01. Financial Statements

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Description 3.1 Form of Certificate of Designations of Series C Convertible Preferred Stock 4.1 Form of Warrant 10.1 Form of Purchase Agreement 10.2 Form of Registration Rights Agreement 10.3 Engagement Letter, dated August 17, 2025 by and between Pharmacyte Biotech, Inc. and GP Nurmenkari Inc. 99.1 Press Release dated August 18, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 4

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. PHARMACYTE BIOTECH, INC. Date: August 18, 2025 By: /s/ Joshua N. Silverman Name: Joshua N. Silverman Title: Interim Chief Executive Officer and Interim President 5

View Full Filing

View this 8-K filing on SEC EDGAR