UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 14, 2023
PHARMACYTE BIOTECH, INC.
(Exact Name of Registrant as Specified in its Charter)
| Nevada | 001-40699 | 62-1772151 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| 3960
Howard Hughes Parkway, Suite
500 Las Vegas, Nevada |
89169 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant's telephone number, including area code: (917) 595-2850
N/A
(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 | ||
| Common Stock, Par Value $0.0001 Per Share | PMCB |
The Nasdaq Stock Market LLC | ||
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 14, 2023, the board of directors (the “Board”) of PharmaCyte Biotech, Inc. (the “Company”) approved an amendment (the “Bylaw Amendment”) to the Company’s bylaws, as amended (the “Bylaws”), effective immediately. Pursuant to the Bylaw Amendment, the Board may fix a record date for an adjourned or postponed meeting as permitted under Nevada law.
The foregoing description of the Bylaw Amendment does not purport to be complete and is qualified in its entirety by reference to the form of Bylaw Amendment attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 8.01. Other Events.
The Company’s special meeting of its shareholders (the “Special Meeting”) has been postponed from the previously scheduled time of 11:00 a.m. Eastern Time on Friday, July 7, 2023 to 11:00 a.m. Eastern Time on Thursday, August 31, 2023. The Special Meeting was postponed, in accordance with Nevada law and the Company’s bylaws, in order to add a new proposal for the Company’s stockholders to consider.
There is no change to the location or the record date of the Special Meeting. The live-webcast for the Special Meeting will be available by visiting www.virtualshareholdermeeting.com/PMCB2023SM.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Number | Description |
| 3.1 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: July 18, 2023 | PHARMACYTE BIOTECH, INC. | |
| By: |
/s/ Joshua N. Silverman Joshua N. Silverman Interim Chief Executive Officer and Interim President | |
Exhibit 3.1
AMENDMENT NO. 6 TO THE BYLAWS
OF
PHARMACYTE BIOTECH, INC.
July 14, 2023
Pursuant to Article 8 of the Amended and Restated 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.
Stockholders are prohibited from cumulating their votes in any election of directors of the Corporation. Directors are elected by a plurality of the votes cast by the Shareholders entitled to vote in the election at a meeting at which a quorum is present.
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. When a determination of a record date is made pursuant to this Section in connection with a meeting of Shareholders, such determination shall apply to any adjournment or postponement of such meeting unless the Board of Directors fixes a new record date for the adjourned or postponed meeting; provided, however, that the Board of Directors must fix a new record date if the meeting is adjourned or postponed more than sixty (60) days after the date of the originally scheduled meeting.
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/ Joshua N. Silverman | |
Joshua N. Silverman, Interim Chief Executive Officer and Interim President | ||