PharmaCyte Biotech Enters Material Agreement, Completes Asset Deal

TL;DR

PharmaCyte Biotech just made a big deal and closed an asset transaction. Big moves ahead.

AI Summary

PharmaCyte Biotech, Inc. announced on September 2, 2025, that it has entered into a material definitive agreement and completed an acquisition or disposition of assets. The company, formerly known as Nuvilex, Inc., is incorporated in Nevada and operates in the biological products sector.

Why It Matters

This filing indicates significant corporate activity, potentially involving new business ventures or restructuring, which could impact the company's future operations and financial standing.

Risk Assessment

Risk Level: medium — Material definitive agreements and asset completions can introduce new risks or opportunities that are not yet fully understood.

Key Players & Entities

• PharmaCyte Biotech, Inc. (company) — Registrant
• Nuvilex, Inc. (company) — Former company name
• September 2, 2025 (date) — Date of earliest event reported
• Nevada (jurisdiction) — State of incorporation

FAQ

Key Financial Figures

• $0.0001 — h registered Common Stock , Par Value $0.0001 Per Share PMCB The Nasdaq Stock Ma
• $0.001 — shares of TNF's common stock, par value $0.001 per share (the "TNF Common Shares"), an
• $3,000,000 — l"), for an aggregate purchase price of $3,000,000 (the purchase of the TNF Preferred Shar
• $5.00 — time at an initial conversion price of $5.00 (the "Conversion Price"). The Conversio
• $4.83 — 00 per share (and in no event less than $4.83 per share). TNF's ability to settle con

Filing Documents

• pharmacyte_8k.htm (8-K) — 39KB
• pharmacyte_ex1001.htm (EX-10.1) — 302KB
• pharmacyte_ex1002.htm (EX-10.2) — 319KB
• pharmacyte_ex1003.htm (EX-10.3) — 164KB
• pharmacyte_ex1004.htm (EX-10.4) — 158KB
• pharmacyte_ex9901.htm (EX-99.1) — 5KB
• 0001683168-25-006727.txt ( ) — 1385KB
• pmcb-20250902.xsd (EX-101.SCH) — 3KB
• pmcb-20250902_lab.xml (EX-101.LAB) — 33KB
• pmcb-20250902_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 September 2, 2025, PharmaCyte Biotech, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with TNF Pharmaceuticals, Inc. ("TNF"), pursuant to which it agreed to purchase from TNF in a private placement (i) shares of TNF's newly designated Series H convertible preferred stock (the "TNF Preferred Shares"), convertible into 600,000 shares of TNF's common stock, par value $0.001 per share (the "TNF Common Shares"), and (ii) warrants to purchase up to 600,000 TNF Common Shares (the "TNF Warrants") that expire five years from the date that TNF's stockholders approve the issuance of more than 19.99% of TNF's outstanding shares of TNF Common Stock in accordance with Nasdaq listing standards (the "Stockholder Approval"), for an aggregate purchase price of $3,000,000 (the purchase of the TNF Preferred Shares and the TNF Warrants, the "Transaction"). The closing of the Transaction occurred on September 4, 2025, 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 TNF's equity and equity-linked securities until the later of (x) the date the TNF Preferred Shares are no longer outstanding and (y) the Maturity Date of the TNF Preferred Shares (as defined in the Certificate of Designations (as defined below)). The TNF Preferred Shares The terms of the TNF Preferred Shares are as set forth in the Certificate of Designations of Series H Convertible Preferred Stock (the "Certificate of Designations"), which TNF filed with the Secretary of State for the State of Delaware on September 4, 2025. Following the receipt of Stockholder Approval, the TNF Preferred Shares will be convertible into TNF Common Shares (the "TNF Conversion Shares

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. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On September 2, 2025, 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* Form of Securities Purchase Agreement, dated September 2, 2025 by and among PharmaCyte Biotech, Inc. and TNF Pharmaceuticals, Inc. 10.2 Form of Certificate of Designations of Series H Convertible Preferred Stock of TNF Pharmaceuticals, Inc . 10.3 Form of Warrant of TNF Pharmaceuticals, Inc . 10.4 Form of Registration Rights Agreement, dated September 2, 2025 by and among PharmaCyte Biotech, Inc. and TNF Pharmaceuticals, Inc . 99.1 Press Release, dated September 2, 2025 . 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: September 5, 2025 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