UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 4)¹

PharmaCyte Biotech, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

717512X203

(CUSIP Number)

RICHARD ABBE

IROQUOIS CAPITAL MANAGEMENT, LLC

2 Overhill Road, Suite 400

Scarsdale, New York 10583

(212) 974-3070

ANDREW FREEDMAN, ESQ.

MATTHEW W. TRAYLOR, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

May 10, 2023

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

* The Series A Warrants, the Common Stock Warrants, the Private Placement Warrants (collectively, the “Warrants”) and the Preferred Shares (as defined below) held by certain of the Reporting Persons are subject to a 4.99% blocker and the percentage set forth in row (13) gives effect to such blocker. However, the securities reported in rows (8), (10) and (11) show the number of shares of Common Stock that would be issuable upon full exercise of such reported securities and do not give effect to such blocker. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blocker, is less than the number of securities reported in rows (8), (10) and (11).

* The Series A Warrants, the Common Stock Warrants, the Private Placement Warrants (collectively, the “Warrants”) and the Preferred Shares held by certain of the Reporting Persons are subject to a 4.99% blocker and the percentage set forth in row (13) gives effect to such blocker. However, the securities reported in rows (8), (10) and (11) show the number of shares of Common Stock that would be issuable upon full exercise of such reported securities and do not give effect to such blocker. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blocker, is less than the number of securities reported in rows (8), (10) and (11).

* The Series A Warrants, the Common Stock Warrants, the Private Placement Warrants (collectively, the “Warrants”) and the Preferred Shares held by certain of the Reporting Persons are subject to a 4.99% blocker and the percentage set forth in row (13) gives effect to such blocker. However, the securities reported in rows (8), (10) and (11) show the number of shares of Common Stock that would be issuable upon full exercise of such reported securities and do not give effect to such blocker. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blocker, is less than the number of securities reported in rows (8), (10) and (11).

* The Series A Warrants, the Common Stock Warrants, the Private Placement Warrants (collectively, the “Warrants”) and the Preferred Shares held by certain of the Reporting Persons are subject to a 4.99% blocker and the percentage set forth in row (13) gives effect to such blocker. However, the securities reported in rows (8), (10) and (11) show the number of shares of Common Stock that would be issuable upon full exercise of such reported securities and do not give effect to such blocker. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blocker, is less than the number of securities reported in rows (8), (10) and (11).

* The Series A Warrants, the Common Stock Warrants, the Private Placement Warrants (collectively, the “Warrants”) and the Preferred Shares held by certain of the Reporting Persons are subject to a 4.99% blocker and the percentage set forth in row (13) gives effect to such blocker. However, the securities reported in rows (8), (10) and (11) show the number of shares of Common Stock that would be issuable upon full exercise of such reported securities and do not give effect to such blocker. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blocker, is less than the number of securities reported in rows (8), (10) and (11).

The following constitutes Amendment No. 4 to the Schedule 13D filed by the undersigned (“Amendment No. 4”). This Amendment No. 4 amends the Schedule 13D as specifically set forth herein.

Item 3 is hereby amended and restated to read as follows:

The Shares and Series A and Common Stock Warrants purchased by Iroquois Master Fund and ICIG were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted. The aggregate purchase price of the 1,174,245 Shares and Series A and Common Stock Warrants to acquire 196,000 Shares beneficially owned by Iroquois Master Fund and Iroquois Capital was approximately $3,339,044.59, including brokerage commissions.

The aggregate purchase price of the 68,370 Shares and Series A and Common Stock Warrants to acquire 84,000 Shares beneficially owned by ICIG was approximately $207,068, including brokerage commissions.

As further described in Item 6 below, pursuant to the Purchase Agreement (as defined below), at the Closing Date (as defined below): (i) Iroquois Master Fund purchased 6,800 Preferred Shares (defined below) convertible into 1,700,000 Shares and 1,700,000 Private Placement Warrants (as defined below) to purchase up to 1,700,000 Shares for approximately $6,800,000 and (ii) Iroquois Capital purchased 1,200 Preferred Shares convertible into 300,000 Shares and 300,000 Private Placement Warrants (as defined below) to purchase up to 300,000 Shares for $1,200,000.

Pursuant to the terms of the Warrants, the Reporting Persons cannot exercise any of the Warrants or convert any of the Preferred Shares if the Reporting Persons would beneficially own, after any such exercise, more than 4.99% of the outstanding Shares (the “Blocker”), and the percentage set forth in Row 13 of the cover page for each Reporting Person gives effect to the applicable Blocker. Consequently, as of the date of the event which requires the filing of this statement, the Reporting Persons were not able to exercise any of the Warrants or convert any of the Preferred Shares due to the applicable Blocker.

Items 5(a) – (c) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 17,443,385 Shares, which represents the number of Shares issued and outstanding as of March 16, 2023, as represented in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on March 16, 2023.

For purposes of calculating the percentages, excluded from the Reporting Persons’ beneficial ownership due to the Blocker are an aggregate of 4,280,000 Shares underlying certain securities owned by the Reporting Persons, consisting of (i) 2,280,000 Shares issuable upon exercise of Warrants and (ii) 2,000,000 Shares issuable upon exercise of Preferred Shares.

Percentage: Approximately 6.6%

Percentage: Approximately 6.6%

Percentage: Less than 1%

Percentage: Approximately 7.0%

Percentage: Approximately 6.4%

Item 6 is hereby amended to add the following:

On May 9, 2023, certain of the Reporting Persons entered into a Securities Purchase Agreement (the “Purchase Agreement”) (attached here as Exhibit 99.1) with the Issuer pursuant to which the Reporting Persons agreed to purchase (i) an aggregate of 8,000 shares of the Issuer’s newly-designated Series B convertible preferred stock with a stated value of $1,000 per share, initially convertible into up to 2,000,000 Shares at a conversion price of $4.00 per Share (the “Preferred Shares”), and (ii) 2,000,000 warrants to acquire up to an aggregate of 2,000,000 Shares (the “Private Placement Warrants”) (collectively, the “Private Placement”). The closing of the Private Placement occurred on May 10, 2023 (the “Closing Date”).

The terms of the Preferred Shares are as set forth in the Certificate of Designations, which was filed with the Secretary of State of the State of Nevada on May 10, 2023 and is attached hereto as Exhibit 99.2 (the “Certificate of Designations”). The Preferred Shares will be convertible into Shares (the “Conversion Shares”) at the election of the Reporting Persons at any time at an initial conversion price of $4.00 (the “Conversion Price”). The Conversion Price is subject to customary adjustments for stock dividends, stock splits, reclassifications and the like, and subject to price-based adjustment in the event of any issuances of Shares, or securities convertible, exercisable or exchangeable for Shares, at a price below the then-applicable Conversion Price (subject to certain exceptions). The Issuer will be required to redeem the Preferred Shares in equal monthly installments, commencing on November 9, 2023. The amortization payments due upon such redemption are payable, at the company’s election, in cash, or subject to certain limitations, in shares of common stock valued at the lower of (i) the Conversion Price then in effect and (ii) the greater of (A) a 20% discount to the average of the three lowest closing prices of the Issuer’s common stock during the thirty trading day period immediately prior to the date the amortization payment is due or (B) the lower of $0.556 and 20% of the Minimum Price (as defined in Rule 5635 of the Rule of the Nasdaq Stock Market) on the date of receipt of Nasdaq Stockholder Approval (as defined in the Certificate of Designations); provided that if the amount set forth in clause B is the lowest effective price, the Issuer will be required to pay the amortization payment in cash. The Issuer may require the Reporting Person (or other holders) to convert their Preferred Shares into Conversion Shares if the closing price of the Shares exceeds $6.00 per share for 20 consecutive trading days and the daily trading volume of Shares exceeds 1,000,000 shares per day during the same period and certain equity conditions described in the Certificate of Designations are satisfied.

The Private Placement Warrants are exercisable for Shares (the “Private Placement Warrant Shares”) immediately at an exercise price of $4.00 per share (the “Exercise Price”) and expire five years from the date of issuance. The Exercise Price is subject to customary adjustments for stock dividends, stock splits, reclassifications and the like, and subject to price-based adjustment, on a “full ratchet” basis, in the event of any issuances of Shares, or securities convertible, exercisable or exchangeable for Shares, at a price below the then-applicable Exercise Price (subject to certain exceptions). The Form of Warrant is attached hereto as Exhibit 99.3.

The Private Placement is exempt from the registration requirements of the Securities Act pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506 of Regulation D of the Securities Act and in reliance on similar exemptions under applicable state laws. Each of the relevant Reporting Persons has represented to the Issuer that it is an accredited investor within the meaning of Rule 501(a) of Regulation D and that it is acquiring the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The Preferred Shares and Private Placement Warrants are being offered without any general solicitation by the Issuer or its representatives.

The Purchase Agreement contains certain representations and warranties, covenants and indemnities customary for similar transactions. The representations, warranties and covenants contained in the Purchase Agreement were made solely for the benefit of the parties to the Purchase Agreement and may be subject to limitations agreed upon by the contracting parties.

The Preferred Shares, the Conversion Shares, the Private Placement Warrants and the Private Placement Warrant Shares have not been registered under the Securities Act. In connection with the Purchase Agreement, on May 9, 2023, the Issuer and certain of the Reporting Persons entered into a Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which the Issuer will be required to file a resale registration statement (the “Registration Statement”) with the SEC to register for resale 200% of the Conversion Shares and the Private Placement Warrant Shares promptly following the Closing Date, but in no event later than 30 calendar days after the effective date of the Registration Rights Agreement, and to have such Registration Statement declared effective by the Effectiveness Date (as defined in the Registration Rights Agreement). The Issuer will be obligated to pay certain liquidated damages to the Reporting Persons if the Issuer fails to file the Registration Statement when required, fails to file or cause the Registration Statement to be declared effective by the SEC when required, or fails to maintain the effectiveness of the Registration Statement pursuant to the terms of the Registration Rights Agreement. The Registration Rights Agreement is attached hereto as Exhibit 99.4.

The foregoing description of the Purchase Agreement, the Preferred Shares, the Private Placement Warrants and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Form of Purchase Agreement, the Certificate of Designations, the Form of Warrant and the Form of Registration Rights Agreement, which are referenced hereto as Exhibits 99.1, 99.2, 99.3, and 99.4, respectively.

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Item 7 is hereby amended to add the following exhibits:

SIGNATURES

After reasonable inquiry and to the best of his or her knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: May 12, 2023

SCHEDULE A

Transactions in the Securities of the Issuer during the Past Sixty Days

IROQUOIS MASTER FUND LTD.