UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As disclosed below, at the special meeting of PharmaCyte Biotech, Inc. (the “Company”) held on August 31, 2023 (the “Special Meeting”), the Company’s stockholders approved an amendment (the “Amendment”) to the Company’s Articles of Incorporation, as amended (the “Charter”), to increase the total number of authorized shares of the Company’s common stock from 133,333,334 to 200,000,000. On September 6, 2023, the Company filed the Amendment with the Secretary of State of the State of Nevada with immediate effect.
The summary of the Amendment contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached as Exhibit 3.1 hereto and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On August 31, 2023, the Company held the Special Meeting via live webcast. At the Special Meeting, 11,422,363 shares of common stock, or approximately 68.01% of the outstanding shares of common stock entitled to vote, were represented by proxy or in person, representing a quorum.
At the Special Meeting, the stockholders of the Company voted as set forth below on two proposals, each of which is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on July 31, 2023. The final voting results for each matter submitted to a vote of the Company’s stockholders are as follows:
Proposal 1. Authorization of the Issuance of Shares.
The authorization, for purposes of complying with Nasdaq Listing Rule 5635(d), of the issuance of shares of the Company’s common stock underlying shares of convertible preferred stock and warrants issued by the Company pursuant to the terms of that certain Securities Purchase Agreement, dated May 9, 2023, by and between the Company and the investors named therein, in an amount equal to or in excess of 20% of the Company’s common stock outstanding before the issuance of such convertible preferred stock and warrants (including any amortization payments made to the holders of convertible preferred stock in the form of issuance of shares of common stock and upon the operation of anti-dilution provisions contained in such convertible preferred stock and warrants):
For | Against | Abstain | Broker Non-Votes | |||
7,170,025 | 400,161 | 432,796 | 3,419,381 |
Proposal 2. Approval of the Increase of Authorized Shares of Common Stock.
The approval of an amendment to the Charter to increase the total number of authorized shares of common stock from 133,333,334 to 200,000,000:
For | Against | Abstain | ||
9,982,019 | 1,019,080 | 421,264 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description |
3.1 | Certificate of Change to Articles of Incorporation of the Company, dated September 6, 2023. |
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: September 7, 2023 | PHARMACYTE BIOTECH, INC. | |
By: |
/s/ Joshua N. Silverman Joshua N. Silverman Interim Chief Executive Officer and Interim President |