PharmaCyte Seeks Shareholder Nod for Major Dilution, Equity Plan Boost

TL;DR

**PMCB is asking shareholders to approve massive dilution and more stock for execs, signaling a cash crunch and potential pain for current holders.**

AI Summary

PharmaCyte Biotech, Inc. (PMCB) is convening a special meeting on October 30, 2025, to seek stockholder approval for three key proposals. The first proposal, the Issuance Proposal, requests authorization to issue common stock underlying 7,000 shares of Series C convertible preferred stock and warrants to purchase up to 7,000,000 shares of common stock, as well as 560,000 GPN Warrants, which collectively exceed 20% of outstanding common stock, to comply with Nasdaq Listing Rule 5635(d). The Series C Preferred Stock has a stated value of $1,000 per share and an initial conversion price of $1.00. The second proposal, the Plan Amendment Proposal, seeks to increase the shares available for the 2022 Equity Incentive Plan by 2,250,000 shares. Finally, the Adjournment Proposal allows for meeting postponement if insufficient votes are received for the other proposals. These actions are critical for PMCB's financing strategy and employee incentive programs, directly impacting its capital structure and operational flexibility.

Why It Matters

This DEF 14A filing is crucial for investors as it outlines significant potential dilution for existing shareholders, with the company seeking to issue common stock equivalent to over 20% of its current outstanding shares through convertible preferred stock and warrants. This move, while necessary for compliance with Nasdaq Listing Rule 5635(d) following an August 17, 2025 financing, could depress per-share value. The proposed increase of 2,250,000 shares for the 2022 Equity Incentive Plan also signals a greater reliance on equity-based compensation, impacting future share count. For employees, this could mean more incentive opportunities, but for customers and the broader market, it reflects the company's ongoing need for capital and its strategy to fund operations and development in a competitive biotech landscape.

Risk Assessment

Risk Level: high — The risk level is high due to the potential for significant shareholder dilution. The company is seeking approval to issue common stock underlying 7,000 shares of Series C convertible preferred stock and warrants for up to 7,000,000 common shares, plus 560,000 GPN Warrants, which collectively exceed 20% of the common stock outstanding before these issuances. Additionally, the proposal to increase the 2022 Equity Incentive Plan by 2,250,000 shares further exacerbates potential dilution.

Analyst Insight

Investors should carefully consider the dilutive impact of these proposals on their existing holdings. Vote 'AGAINST' the Issuance Proposal and Plan Amendment Proposal if you are concerned about dilution, or 'FOR' if you believe this capital raise and incentive plan are essential for the company's long-term viability and growth, despite the short-term dilution.

Key Numbers

• 7,000 — Shares of Series C convertible preferred stock (Initially convertible into up to 7,000,000 shares of Common Stock)
• 7,000,000 — Shares of Common Stock (Underlying warrants issued in private placement)
• 560,000 — Shares of Common Stock (Underlying GPN Warrants issued to placement agent)
• 2,250,000 — Shares (Increase in shares available for the 2022 Equity Incentive Plan)
• 20% — Percentage of outstanding common stock (Threshold for Nasdaq Listing Rule 5635(d) requiring stockholder approval for issuance)
• 6,795,779 — Shares of Common Stock outstanding (Entitled to vote on the Record Date)
• 930,836 — Aggregate votes from Series C Preferred Stock (On an as-converted basis for Proposals 2 and 3)

Key Players & Entities

• PharmaCyte Biotech, Inc. (company) — Registrant
• Nasdaq Listing Rule 5635(d) (regulator) — Compliance requirement for share issuance
• GP Nurmenkari Inc. (company) — Placement agent for warrants
• Joshua Silverman (person) — Executive Chairman, Chairman, Chief Executive Officer and President
• Equiniti Trust Company, LLC (company) — Transfer agent
• $1.00 (dollar_amount) — Initial conversion price of Series C Preferred Stock and exercise price of GPN Warrants
• $1,000 (dollar_amount) — Stated value per share of Series C Preferred Stock
• August 17, 2025 (date) — Date of Securities Purchase Agreement
• October 30, 2025 (date) — Date of special meeting of stockholders
• September 15, 2025 (date) — Record Date for voting eligibility

FAQ

Risk Factors

• Nasdaq Listing Rule Compliance [high — regulatory]: The company needs stockholder approval to issue shares and warrants that exceed 20% of its outstanding common stock to comply with Nasdaq Listing Rule 5635(d). Failure to obtain this approval could jeopardize its listing on the Nasdaq Capital Market.
• Dilution from Equity Issuance [high — financial]: The proposed issuance of common stock underlying Series C convertible preferred stock and warrants, along with GPN Warrants, will significantly dilute existing shareholders. The conversion of 7,000 shares of Series C preferred stock alone can result in up to 7,000,000 new shares, and the warrants add another 7,000,000 shares, plus 560,000 GPN Warrants.
• Reliance on Future Financing [medium — operational]: The need to issue equity to raise capital suggests the company may have limited cash reserves or is pursuing a strategy heavily reliant on external funding. This dependence can create uncertainty regarding operational continuity and R&D progress.
• Equity Incentive Plan Dilution [medium — financial]: Increasing the 2022 Equity Incentive Plan by 2,250,000 shares further contributes to potential shareholder dilution. This is a common practice for employee retention but can impact the value of existing shares.

Industry Context

PharmaCyte Biotech operates in the highly competitive and capital-intensive biotechnology sector, focusing on developing cell and gene therapies. The industry is characterized by long development cycles, significant R&D costs, and stringent regulatory hurdles. Success often hinges on securing substantial funding for clinical trials and navigating complex approval processes.

Regulatory Implications

The primary regulatory concern highlighted is compliance with Nasdaq Listing Rule 5635(d). Failure to obtain stockholder approval for the proposed share issuance could lead to delisting from the Nasdaq Capital Market, severely impacting the company's liquidity and investor access.

What Investors Should Do

1. Review the proposed share issuance details carefully.
2. Evaluate the necessity of increasing the 2022 Equity Incentive Plan shares.
3. Vote on the Issuance Proposal and Plan Amendment Proposal.

Key Dates

• 2025-10-30: Special Meeting of Stockholders — Stockholders will vote on critical proposals including share issuance and equity plan amendments, which are vital for the company's financing and operational strategy.
• 2025-10-06: Mailing of Proxy Statement — Commencement of the official solicitation period for stockholder votes, providing shareholders with the necessary information to make informed decisions.

Glossary

DEF 14A

A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information to shareholders about matters to be voted on at an annual or special meeting. (This document outlines the proposals PharmaCyte Biotech, Inc. is seeking stockholder approval for, including share issuances and equity plan amendments.)

Series C convertible preferred stock

A class of preferred stock that can be converted into a predetermined number of common stock shares. (PharmaCyte is seeking approval to issue shares underlying this type of stock, which has implications for future share count and dilution.)

GPN Warrants

Warrants issued to a placement agent, likely for services rendered in a private placement, giving the holder the right to purchase common stock at a specified price. (These warrants represent an additional potential issuance of shares that requires stockholder consideration.)

Nasdaq Listing Rule 5635(d)

A rule requiring stockholder approval for the issuance of securities in connection with the acquisition of the assets of another company, or when the issuance will result in a change of control of the issuer, or when the issuance involves a transaction that is in excess of 20% of the outstanding common stock or 20% of the voting power outstanding before the issuance. (PharmaCyte needs approval because the proposed share issuance exceeds the 20% threshold, which is necessary to maintain its Nasdaq listing.)

2022 Equity Incentive Plan

A plan established by the company to grant equity awards (like stock options or restricted stock) to employees, directors, and consultants as a form of compensation and incentive. (The company is seeking to increase the number of shares available under this plan, impacting future equity compensation and dilution.)

Year-Over-Year Comparison

This filing is a proxy statement for a special meeting, not an annual report, and therefore does not provide comparative financial data against a prior year. The focus is on seeking stockholder approval for specific transactions critical for future financing and operational flexibility, rather than reporting on past financial performance.

Key Financial Figures

• $0.0001 — d shares of our common stock, par value $0.0001 per share (the “Common Stock&rdqu
• $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 “Series C Preferre
• $1.00 — tock, at an initial conversion price of $1.00 and (ii) warrants (the “Warrants&
• $85,000 — ments, which are not expected to exceed $85,000 in total. What Constitutes a Quorum fo

Filing Documents

• pharmacyte_def14a.htm (DEF 14A) — 306KB
• pc1.jpg (GRAPHIC) — 335KB
• pc2.jpg (GRAPHIC) — 241KB
• 0001683168-25-007435.txt ( ) — 1099KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 7 PROPOSAL NO. 1 ISSUANCE PROPOSAL 9 PROPOSAL NO. 2 PLAN AMENDMENT PROPOSAL 13 PROPOSAL NO. 3 ADJOURNMENT PROPOSAL 19 OTHER MATTERS 20 STOCKHOLDER COMMUNICATIONS 20 Appendix Appendix A – PHARMACYTE BIOTECH, INC. 2022 EQUITY INCENTIVE PLAN, AS AMENDED A-1 i PHA RMACYTE BIOTECH, INC. 3960 Howard Hughes Parkway, Suite 500 Las Vegas, Nevada 89169 PROXY STATEMENT FOR THE PHARMACYTE BIOTECH, INC. SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON OCTOBER 30, 2025 This proxy statement, along with the accompanying notice of special meeting of stockholders, contains information about the special meeting of stockholders of PharmaCyte Biotech, Inc., including any adjournments or postponements of the special meeting. We are holding the special meeting at 11:00 a.m. Eastern Time, on Thursday, October 30, 2025. You will be able to attend the special meeting by first registering at https://web.viewproxy.com/PMCB/2025SM. You will receive a meeting invitation by e-mail with your unique join link along with a password prior to the meeting date. In this proxy statement, we refer to PharmaCyte Biotech, Inc. as “PharmaCyte,” “the Company,” “we” and “us.” This proxy statement relates to the solicitation of proxies by our board of directors for use at the special meeting. On or about October 6, 2025, we intend to begin sending this proxy statement, the attached notice of special meeting of stockholders and the enclosed proxy card to all stockholders entitled to vote at the special meeting. ii IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON OCTOBER 30, 2025 This proxy statement, the notice of special meeting of stockholders and our form of proxy card are available for viewing, printing and downloading at https://web.viewproxy.com/PMCB/2025SM . To view these materials please have

View Full Filing

View this DEF 14A filing on SEC EDGAR