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): June 30, 2021



(Exact Name of Registrant as Specified in its Charter)


Nevada 333-68008 62-1772151
(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)



23046 Avenida de la Carlota, Suite 600
Laguna Hills, CA

(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
N/A   N/A   N/A

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.



Total Votes
for Director

Total Votes
Withheld from

Total Broker

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 Liquard 649,342,060 53,383,160 701,253,249
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.


  Total Votes
For 1,262,698,401
Against 204,989,730
Abstain 9,776,868
Broker Non-Votes 0


Proposal Three: To approve the 2021 Equity Incentive Plan.


  Total Votes
For 565,718,942
Against 116,366,297
Abstain 20,639,981
Broker Non-Votes 701,253,249


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.


  Total Votes
For 1,355,187,754
Against 31,987,304
Abstain 16,803,411
Broker Non-Votes 0



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.


(d) 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