The filing describes an amendment to the Company’s equity incentive plan, which is not a management change.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On December 1, 2025, PharmaCyte Biotech, Inc. (the “Company”) received a written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company is not in compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”) for continued listing on The Nasdaq Capital Market. T…

The filing pertains to an amendment of the equity incentive plan, not a management change.

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 Sha…

Completion of Acquisition or Disposition of Assets. The information set forth in

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 inv…

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…

Changes In Registrant’s Certifying Accountant. On February 21, 2025, PharmaCyte Biotech, Inc. (the “Company”) was notified by Marcum LLP (“Marcum”) that Marcum resigned as the independent registered accounting firm of the Company. Based on information provided by Marcum, effective November 1, 2024, CBIZ CPAs P.C. acquired the attest business of Marcum. On February 21, 2025, the Audit Committee of the Company’s Board of Directors accepted the resignation of Marcum and approved the engagement o…

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) warrant…

Completion of Acquisition or Disposition of Assets. The information set forth in

The filing describes compensatory arrangements for certain officers, not a management change.

Entry into a Material Definitive Agreement. On November 14, 2023, PharmaCyte Biotech, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Femasys Inc. (“Femasys”) , pursuant to which it agreed to purchase from Femasys (i) senior unsecured convertible notes (the “Notes”) in an aggregate principal amount of $5,000,000, convertible into shares of Femasys common stock, par value $0.001 per share (the “Femasys Shares”) at a conversion price of $1.18 pe…

Changes in Registrant's Certifying Accountant. As previously disclosed, on August 1, 2023, PharmaCyte Biotech, Inc. (the “Company”) was informed by Armanino LLP (“Armanino”), the Company’s then current independent registered public accounting firm, that Armanino would resign as the Company’s independent auditor (not related to any actions taken by the Company). Armanino advised the Company that its decision to resign was due solely to Armanino’s decision to exit from the practice of providing…

Changes in Registrant's Certifying Accountant. On August 1, 2023, PharmaCyte Biotech, Inc. (the “Company”) was informed by Armanino LLP (“Armanino”), the Company’s current independent registered public accounting firm, that Armanino will resign as the Company’s independent auditor (see below explanation for resignation which is not related to any actions taken by the Company) effective as of the earlier of (a) the date the Company engages a new independent registered public accounting firm or…

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 Shares and 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 involvi…

Entry into a Material Definitive Agreement. On May 9, 2023, 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 (i) an aggregate of 35,000 shares of the Company’s newly-designated Series B convertible preferred stock with a stated value of $1,000 per share, initially convertible into up to 8,750,000 shares of the Company’s commo…

Other Events. On May 11, 2023, the Company issued a press release announcing (i) the Private Placement and (ii) that the Company intends to commence, on May 11, 2023, a tender offer to purchase for cash up to 7,750,000 shares of its Common Stock, less any applicable withholding taxes and without interest. The press release attached hereto as Exhibit 99.1 is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer d…

Other Events. On January 31, 2023, the board of directors of PharmaCyte Biotech, Inc. (the “Company”) authorized a share repurchase program to repurchase up to $10 million of the Company’s outstanding common stock (the “New Program”). The New Program is effective immediately for a two-year period. The Company expects to fund the program with its available cash. The Company enacted a similar program in June 2022 (the “Existing Program”), and as of the date hereof, the Company has repurchased 3…

Director — Robert Weinstein: Appointment of Robert Weinstein as a director and chair of the Audit Committee.

Director — Jack E. Stover: Mr. Stover resigned from the board of directors without a named successor.

Other Events. Annual Meeting The Board of Directors (the “Board”) of the Company has determined that the Company’s 2022 Annual Meeting of Stockholders (“Annual Meeting”) will be held on December 28, 2022, which is more than 30 days from the anniversary date of the Company’s 2021 Annual Meeting of Stockholders. The time of the Annual Meeting which will be held virtually will be set forth in the Company’s definitive proxy statement for the Annual Meeting to be filed with the Securities and Exch…

Chief Scientific Officer — Gerald W. Crabtree: Mr. Crabtree resigned from his position as Chief Scientific Officer.

Chief Executive Officer, President and General Counsel — Kenneth L. Waggoner: Mr. Waggoner resigned from his positions and the Board, leading to an interim leadership structure.

The filing is a placeholder for required disclosures and does not indicate a specific management change.

Entry into a Material Definitive Agreement. On August 15, 2022, PharmaCyte Biotech, Inc. (“PharmaCyte” or “Company”) entered into a Cooperation Agreement (“Cooperation Agreement”) with Iroquois Master Fund Ltd. and its affiliates (collectively, “Iroquois Parties”). As of the date of the Cooperation Agreement, the Iroquois Parties have a beneficial ownership interest in the common stock, $0.0001 par value per share (“Common Stock”) of the Company totaling, in the aggregate, 1,389,869 shares, o…