PharmaCyte Biotech Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 30, 2026, PharmaCyte Biotech, Inc. (the “Company”) held its annual meeting of stockholders for the year ended April 30, 2026 (the “Annual Meeting”) via live webcast. At the Annual Meeting, stockholders of the Company approved an amendment to the Company’s 2022 Equity Incentive Plan to, among other things, increase the number of shares of the Company’s common stock (the “Common Stock”) available for the grant of awards by 2,000,000 shares (as amended, the “2022 Equity Incentive Plan”).
The foregoing description of the 2022 Equity Incentive Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the 2022 Equity Incentive Plan, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, 7,387,861 shares of voting stock, or approximately 55.08% of the outstanding shares of stock entitled to vote at the meeting, were represented by proxy or in person, representing a quorum.
At the Annual Meeting, the stockholders of the Company voted as set forth below on five proposals, each of which is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 9, 2026. The final voting results for each matter submitted to a vote of the Company’s stockholders are as follows:
Proposal 1. Election of Directors.
The election of five directors, each to hold office until the annual meeting of stockholders for the year ended April 30, 2027, or until each director’s respective successor is elected and qualified.
| Nominee | For | Withheld | Broker Non-Votes |
| Joshua N. Silverman | 3,563,982 | 383,306 | 3,440,576 |
| Jonathan L. Schechter | 3,476,106 | 471,182 | 3,440,576 |
| Michael M. Abecassis | 3,574,494 | 372,794 | 3,440,576 |
| Robert Weinstein | 3,397,282 | 550,006 | 3,440,576 |
| Wayne R. Walker | 3,468,492 | 478,796 | 3,440,576 |
Proposal 2. Ratification of Selection of Independent Registered Public Accounting Firm.
The ratification of the selection by the audit committee of the Company’s board of directors (the “Board”) of CBIZ CPAs P.C. as the independent registered public accounting firm of the Company for the fiscal year ending April 30, 2026.
| For | Against | Abstain | ||
| 6,837,442 | 514,469 | 35,950 |
Proposal 3. Approval of Executive Compensation.
The approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers.
| For | Against | Abstain | ||
| 3,306,883 | 625,080 | 15,322 |
| 2 |
Proposal 4. Approval of Reverse Stock Split.
The approval of an amendment to the Company’s Articles of Incorporation, as amended, to provide the Board the authority, but not the requirement, to effect a reverse stock split of the Company’s outstanding common stock at a ratio between 1-for-1.1 and 1-for-100 (or any number in between).
| For | Against | Abstain | ||
| 5,067,304 | 2,280,497 | 40,056 |
Proposal 5. Approval of Plan Amendment.
The approval of an amendment to the Company’s 2022 Equity Incentive Plan, to, among other things, increase the number of shares available for the grant of awards by 2,000,000 shares.
| For | Against | Abstain | ||
| 3,133,280 | 804,435 | 9,572 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed as part of this report:
| Exhibit Number | Description | |
| 10.1 | PharmaCyte Biotech, Inc. 2022 Equity Incentive Plan, As Amended | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
| 3 |
SIGNATURES
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.
| PHARMACYTE BIOTECH, INC. | ||
| Date: April 2, 2026 | ||
| By: | /s/ Joshua N. Silverman | |
| Name: | Joshua N. Silverman | |
| Title: | Chief Executive Officer and President | |
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