SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 30, 2021
PHARMACYTE BIOTECH, INC.
(Exact Name of Registrant as Specified in its Charter)
|(State or other jurisdiction of incorporation)||(Commission File Number)||(I.R.S. Employer Identification No.)|
23046 Avenida de la Carlota, Suite 600
|(Address of Principal Executive Offices)||(Zip Code)|
Registrant's telephone number, including area code: (917) 595-2850
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading Symbol(s)||Name of exchange on which registered|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this Chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [_]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [_]
Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2021 Annual Meeting of Stockholders (“Annual Meeting”) of PharmaCyte Biotech, Inc. (“Company”) was held on June 16, 2021 and adjourned until concluded on June 30, 2021. The following proposals were approved at the Annual Meeting by the votes indicated:
Proposal One: To elect seven directors as nominated by the Board of Directors, each to serve a one-year term.
|Kenneth L. Waggoner, JD||647,529,293||55,195,927||701,253,249|
|Gerald W. Crabtree, PhD||657,017,969||45,707,251||701,253,249|
|Thomas C.K. Yuen||654,682,670||48,042,550||701,253,249|
|Michael M. Abecassis, MD||654,699,429||48,025,791||701,253,249|
|Raymond C.F. Tong, MD||654,764,465||48,960,755||701,253,249|
|Carlos A. Trujillo, CPA||650,408,779||52,316,441||701,253,249|
Proposal Two: To approve a Certificate of Amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of common stock of the Company.
Proposal Three: To approve the 2021 Equity Incentive Plan.
Proposal Four: To ratify the appointment of Armanino LLP as the Company’s independent registered public accounting firm for the fiscal year ending April 30, 2022.
Item 8.01 Other Events.
On July 2, 2021, pursuant to stockholder approval at the Annual Meeting of Stockholders, the Company filed with the Secretary of State of the State of Nevada a Certificate of Amendment (“Certificate of Amendment”) to its Articles of Incorporation, as amended, to increase the number of authorized shares to Fifty Billion Ten Million (50,010,000,000) shares, of which Fifty Billion (50,000,000,000) shares, with a par value of $0.0001 per share, are designated “Common Stock” and of which Ten Million (10,000,000) shares, with a par value of $0.0001 per share, are designated “Preferred Stock.”
The Certificate of Amendment is filed as Exhibit 99.1, and is incorporated herein by reference.
Attached as Exhibit 99.2 is an amendment to the Company’s by-laws, which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
|99.1||Certificate of Amendment to Articles of Incorporation filed July 2, 2021|
|99.2||Amendment to By-Laws|
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|Dated: July 2, 2021||PHARMACYTE BIOTECH, INC.|
|By:||/s/ Kenneth L. Waggoner|
Kenneth L. Waggoner
Chief Executive Officer, President and General Counsel
Business Entity - Filing Acknowledgement 07/02/2021 Work Order Item Number: Filing Number: Filing Type: Filing Date/Time: Filing Page(s): W2021070200638 - 1435606 20211579456 Amendment After Issuance of Stock 7/2/2021 9:56:00 AM 4 Indexed Entity Information: Entity ID: C22368 - 1996 Entity Status: Active Entity Name: PHARMACYTE BIOTECH, INC. Expiration Date: None Commercial Registered Agent REGISTERED AGENTS INC. 401 RYLAND ST STE 200 - A, Reno, NV 89502, USA BARBARA K. CEGAVSKE Secretary of State KIMBERLEY PERONDI Deputy Secretary for Commercial Recordings STATE OF NEVADA OFFICE OF THE SECRETARY OF STATE Commercial Recordings Division 202 N. Carson Street Carson City, NV 89701 Telephone (775) 684 - 5708 Fax (775) 684 - 7138 North Las Vegas City Hall 2250 Las Vegas Blvd North, Suite 400 North Las Vegas, NV 89030 Telephone (702) 486 - 2880 Fax (702) 486 - 2888 The attached document(s) were filed with the Nevada Secretary of State, Commercial Recording Division. The filing date and time have been affixed to each document, indicating the date and time of filing. A filing number is also affixed and can be used to reference this document in the future. Respectfully, BARBARA K. CEGAVSKE Secretary of State Page 1 of 1 Commercial Recording Division 202 N. Carson Street
Filed in the Office of Secretary of State State Of Nevada Business Number C22368 - 1996 Filing Number 20211579456 Filed On 7/2/2021 9:56:00 AM Number of Pages 4
DocuSlgn Envelope ID : C9F7AD2B - 6CD5 - 460D - 85BA - DC808109642D BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701 - 4201 (775) 684 - 5708 Website: www.nvsos.gov 4 T 5 C c 6 ( Profit Corporation: Certificate of Amendment (PuRsuANT To NRs 78 . 380 & 1a . 38s/78 . 39o) Certificate to Accompany Restated Articles or Amended and Restated Articles (PuRsuANT To NRs 78.403) Officer's Statement PuRsuANT ro NRs 80 . 030 . Effective Date and ime: (Optional) Date : ! 06/30/2021 T i me : (must not be later than 90 days after the cert i ficateis filed) . Information Being hanged: (Domestic orporat i ons only) Changes to takes the following effect: D The entity name has been amended . D The reg i stered agent has been changed. (attach Certificate of Acceptance from new registered agent) D The purpose of the entity has been amended . L8'.] The authorized shares have been amended . D The directors, managers or general partners have been amended . D IRS tax language has been added . D Articles have been added . D Articles have been deleted . D Other . The articles have been amended as follows : (prov i de article numbers, if _ ava i lable) [ Article IV (see attached pages for full amendment) (attach additional page(s) if necessary) . Signature: Required) X i. ( - , }J r ll _ N& · - lY -- · - I Chief Executive Officer ----------- ......... Signatu r e of Officer or Author i zed S i gner T i tle x _ _ _ _ _ _ _ _ _ _ _ _ _ _ S i gnatureof Officer or Autho ri zed S i gner Title *If any proposed amendment wou l d alter or change any preference or any relative or other right given to any class or ser i es of outstanding shares , then the amendment must be approved by the vote , i n addit i on to the affirmative vote otherwise requ i red, of the ho l dersof shares representing a major i ty of the voting power of each class or ser i es affected by the amendment regardless to limitations or restrictions on the vot i ng power thereof . Please Include any required or optional Information In space below: (attach additional page(s} if necessary) This form must be accompan i ed by appropriate fees. Page 2 of 2 Rev is ed : 1/1 / 2019
DocuS l gn Envelope ID: C9F7AD2B - 6CD5 - 460D - 85BA·DCB08109642D CERTIFICATE OF AMENDMENT (pursuant to NRS 78.385 and 78.390) Certificate of Amendment to Articles of Incorporation of PharmaCyte Biotech, Inc. PharmaCyte Biotech, Inc., ("Corporation"), a corporation organized and existing under the laws of the State of Nevada hereby certifies as follows: 1. The name of the Corporation is PharmaCyte Biotech, Inc. 2. Article IV of the Articles oflncorporation of the Corporation is hereby amended and restated in its entirety to provide as follows : The authorized capital stock of the Corporation is Fifty Billion Ten Million (50,010,000,000) shares, of which Fifty Billion (50,000,000,000) shares, with a par value of $0 . 0001per share, shall be designated "Common Stock" and of which Ten Million (10,000,000) shares, with a par value of $0.0001 per share, shall be designated "Preferred Stock . " The powers, preferences, rights, qualifications, limitations and restrictions pertaining to the Preferred Stock, or any series thereof, shall be such as may be fixed, from time to time, by the Board of Directors of the Corporation ("Board") in its sole discretion, authority to do so being hereby expressly vested in the Board. The authority of the Board with respect to each such series of Preferred Stock will include, without limiting the generality of the foregoing, the determination of any or all of the following: (i) The number of shares of any series and the designation to distinguish the shares of such series from the shares of all other series; ( ii ) the voting powers, if any, of the shares of such series and whether such voting powers are full or limited and whether the class will vote with the Common Stock of the Corporation as one class, or otherwise ; ( iii ) the redemption provisions, if any, applicable to such series, including the redemption price or prices to be paid; ( iv ) whether dividends, if any, will be cumulative or noncumulative, the dividend rate or rates of such series and the dates and preferences of dividends on such series; (v) the rights of such series upon the voluntary or involuntary dissolution of, or upon any distribution of the assets of, the Corporation; ( vi ) the provisions, if any, pursuant to which the shares of such series are convertible into, or exchangeable for, shares of any other class or classes or of any other series of the same or any other class or classes of stock, or any other security, of the Corporation or any other corporation or other entity, and the rates or other determinants of conversion or exchange applicable thereto; (vii) the right, if any, to subscribe for or to purchase any securities of the Corporation or any other corporation or other entity; (viii) the provisions, if any, of a sinking fund applicable to such series; and ( ix ) any other relative, participating, optional or other powers, preferences or rights, and any qualifications, limitations or restrictions thereof, of such series. - - - -- · · ··· - · · - · - -- - - - ---
DocuSign Envelope ID : C9F7AD2B - 6CD5 - 460D - 85BA - DC80810964 2D 3. The vote by which the stockholders holding shares in the Corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation have voted in favor of the amendment is 53% . 4. This Certificate of Amendment shall be effective upon filing with the Secretary of State of the State of Nevada. IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer as of this 30 day of June, 2021 . By : Name : Kenneth L. Waggoner Title: Chief Executive Officer President and General Counsel
NEVADA STATE BUSINESS LICENSE PHARMACYTE BIOTECH, INC. Nevada Business Identification # NV19961216201 Expiration Date: 10/31/2021 In accordance with Title 7 of Nevada Revised Statutes, pursuant to proper application duly filed and payment of appropriate prescribed fees, the above named is hereby granted a Nevada State Business License for business activities conducted within the State of Nevada . Valid until the expiration date listed unless suspended, revoked or cancelled in accordance with the provisions in Nevada Revised Statutes. License is not transferable and is not in lieu of any local business license, permit or registration. License must be cancelled on or before its expiration date if business activity ceases. Failure to do so will result in late fees or penalties which, by law, cannot be waived . Certificate Number: B202107021803788 You may verify this certificate online at http://www.nvsos.gov IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Great Seal of State, at my office on 07/02/2021. BARBARA K. CEGAVSKE Secretary of State
AMENDMENT NO. 4 TO THE BYLAWS
PHARMACYTE BIOTECH, INC.
June 14, 2018
Pursuant to Article 8 of the Amended and Restate Bylaws (“Bylaws”) of PharmaCyte Biotech, Inc., a corporation organized and existing under the laws of the State of Nevada (“Corporation”), the Corporation hereby certifies that:
ONE: The Bylaws are hereby amended by this Amendment as follows:
Article 4, Section 9 is hereby deleted in its entirety and replaced with the following:
“Section 9. VOTING. Only persons in whose names shares entitled to vote stand on the stock records of the corporation on the day of any meeting of Shareholders, unless some other day be fixed by the Board of Directors for the determination of Shareholders of record, and then on such other day, shall be entitled to vote at such meeting.
Provided the candidate's name has been placed in nomination prior to the voting and one or more Shareholders has given notice at the meeting prior to the voting of the Shareholder's intent to cumulate the Shareholder's votes, every Shareholder entitled to vote at any election for Directors of any corporation for profit may cumulate their votes and give one candidate a number of votes equal to the number of Directors to be elected multiplied by the number of votes to which his or her shares are entitled to, or distribute his or her votes on the same principle among as many candidates as he or she thinks fit.
The candidates receiving the highest number of votes up to the number of Directors to be elected are elected.
The Board of Directors may fix a time in the future not exceeding sixty (60) days preceding the date of any meeting of Shareholders or the date fixed for the payment of any dividend or distribution, or for the allotment of rights, or when any change or conversion or exchange of shares shall go into effect, as a record date for the determination of the Shareholders entitled to notice of and to vote at any such meeting, or entitled to receive any such dividend or distribution, or any allotment of rights or to exercise the rights in respect to any such change, conversion or exchange of shares. In such case only Shareholders of record on the date so fixed shall be entitled to notice of and to vote at such meeting, to receive such dividends, distribution or allotment of rights, or to exercise such rights, as the case may be notwithstanding any transfer of any share on the books of the corporation after any record date fixed as aforesaid.
The Board of Directors may close the books of the corporation against transfers of shares during the whole or any part of such period.
TWO: Except as expressly amended by the terms of this Amendment, all the terms and provisions of the Bylaws shall remain in full force and effect, and shall not be deemed modified, altered, or otherwise affected by this Amendment.
THREE: This Amendment has been duly adopted in accordance with the provisions of Article 8 of the Bylaws by the Board of Directors of the Corporation.
IN WITNESS WHEREOF, the Corporation has caused this Amendment to be signed by its Chief Executive Officer as of the date first written above.
|PHARMACYTE BIOTECH, INC.|
|By: /s/ Kenneth L. Waggoner|
|Kenneth L. Waggoner, Chief Executive Officer|