Amendment: PharmaCyte Biotech Inc. filed SEC Form 8-K: Financial Statements and Exhibits
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Introductory Note
On September 5, 2025, PharmaCyte Biotech, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original 8-K”) to report, among other things, that the Company purchased from Q/C Technologies, Inc. (formerly TNF Pharmaceuticals, Inc.) (“Q/C”) in a private placement (i) shares of Q/C’s newly designated Series H convertible preferred stock (the “Q/C Preferred Shares”), convertible into 600,000 shares of Q/C’s common stock, par value $0.001 per share (the “Q/C Common Shares”), and (ii) warrants to purchase up to 600,000 Q/C Common Shares (the “Q/C Warrants”) that expire five years from the date that Q/C’s stockholders approve the issuance of more than 19.99% of Q/C’s outstanding shares of Q/C Common Stock in accordance with Nasdaq listing standards, for an aggregate purchase price of $3,000,000 (the purchase of the Q/C Preferred Shares and the Q/C Warrants, the “Transaction”). The closing of the Transaction occurred on September 4, 2025.
This amendment to the Original Form 8-K (this “Amended 8-K”) amends and supplements the Original 8-K to provide the historical financial information of Q/C and unaudited pro forma condensed combined financial information reflecting the Transaction required pursuant to Items 9.01(a) and 9.01(b) of Form 8-K, respectively. In accordance with the requirements of Items 9.01(a)(3) and 9.01(b)(2) of Form 8-K, this Amended 8-K is being filed within 71 calendar days of the date that the Original 8-K was required to be filed with respect to the above referenced Transaction. No other changes have been made to the Original 8-K.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
The audited consolidated financial statements of Q/C as of December 31, 2024 and 2023, and for the years ended December 31, 2024 and 2023, together with the notes thereto and reports of independent auditors thereon, are filed as Exhibit 99.1 to this Amended 8-K and are incorporated herein by reference.
The unaudited condensed consolidated financial statements of Q/C as of June 30, 2025 and for the six months ended June 30, 2025, together with the notes thereto, are filed as Exhibit 99.2 to this Amended 8-K and are incorporated herein by reference.
(b) Pro Forma Financial Information
The following unaudited pro forma condensed combined financial information of the Company and Q/C, which reflect the Transaction, are filed as Exhibit 99.3 to this Amended 8-K and are incorporated herein by reference:
| • | Unaudited Pro Forma Condensed Combined Balance Sheet as of April 30, 2025; |
| • | Unaudited Pro Forma Condensed Combined Statement of Operations for the year ended April 30, 2025; |
| • | Unaudited Pro Forma Condensed Combined Statement of Operations for the three months ended July 31, 2025; and |
| • | Notes to the Unaudited Pro Forma Condensed Combined Financial Information. |
The unaudited pro forma condensed combined financial information included in this Amended 8-K has been presented for informational and illustrative purposes only. It does not purport to represent the actual results of operations that the Company and Q/C would have achieved had the businesses been combined during the periods presented in the unaudited pro forma condensed combined financial information and is not intended to project the future results of operations that the combined businesses may achieve after the Transaction was consummated.
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(c) Exhibits
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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: November 18, 2025 | PHARMACYTE BIOTECH, INC. | |
| By: | /s/ Carlos Trujillo | |
| Name: | Carlos Trujillo | |
| Title: | Chief Financial Officer | |
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