PharmaCyte Biotech, Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Our Chief Executive Officer, President and General Counsel, as our principal executive officer (“Chief Executive Officer”), and our Chief Financial Officer, as our principal financial officer (“Chief Financial Officer”), evaluated the effectiveness of our “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) promulgated under the Exchange Act. Disclosure controls and procedures are designed to ensure that the information required to be disclosed in the reports that we file or submit to the Commission pursuant to the Exchange Act are recorded, processed, summarized and reported within the period specified by the Commission’s rules and forms and are accumulated and communicated to our management, including our Chief Executive Officer, as appropriate to allow timely decisions regarding required disclosures. Based upon this evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that, as of April 30, 2021, our disclosure controls and procedures were not effective due to the material weaknesses in internal control over financial reporting, below described in Management’s Report on Internal Control over Financial Reporting. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Also, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. 99 Management’s Report on Internal Controls over Financial Reporting Our management is responsible for establishing and maintaining adequate internal controls over financial reporting as that term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Our internal controls over financial reporting are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). A material weakness is a deficiency, or a combination of deficiencies, in internal controls over financial reporting such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected in a timely basis. Under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, management conducted an evaluation of the effectiveness of our internal controls over financial reporting as of April 30, 2021 based on the criteria outlined in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and identified the following material weaknesses in internal controls over financial reporting: · Insufficient segregation of duties of the Chief Financial Officer. We have delegated some of the duties of our Chief Financial Officer to other personnel within the Company and have added review and approval processes performed by the Chief Executive Officer. However, we have determined that we still have insufficient segregation of the duties of our Chief Financial Officer and will continue to review these procedures to determine ways to further improve them given our limited staff. · Insufficient information technology controls and documentation. We currently use accounting software which we have determined is inadequate to provide the level of controls required by COSO. We are in the process of initiating a review process to fully evaluate the deficiencies in our technology controls and documentation. Based upon the results of this review process, we intend to implement the required remediation measures when it is reasonable to do so. Because of these material weaknesses, our Chief Executive Officer and our Chief Financial Officer concluded that, as of April 30, 2021, our internal controls over financial reporting were not effective based on the COSO criteria. We are in the process of investigating new procedures and controls for fiscal year 2022. We plan to make changes to our procedures and controls that we believe are reasonably likely to strengthen and materially affect our internal controls over financial reporting. Prior to the remediation of these material weaknesses, there remains risk that the processes and procedures on which we currently rely will fail to be sufficiently effective, which could result in material misstatement of our financial position or results of operations and require a restatement. Because of the inherent limitations in all control systems, no evaluation of controls - even where we conclude the controls are operating effectively - can provide absolute assurance that all control issues, including instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of a person, by collusion of two or more people, or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events; accordingly, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, our control systems, as we develop them, may become inadequate because of changes in conditions or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected and could be material to our financial statements. Remediation of a Material Weakness Throughout the year ended April 30, 2021, the Company undertook remediation measures related to a previously reported material weakness in internal control over financial reporting. The previously reported material weakness related to insufficient procedures and control documentation including lack of timely contract preparation and review by qualified personnel and management. We completed this remediation measures during the year ended April 30, 2021, including testing of the design and implementation of the related controls. Specifically, we implemented a more rigorous process to provide ample review time of financial information, including contract preparation and review by qualified personnel as well as management. Based on these procedures, we believe that the previously reported material weakness has been remediated. Changes in Internal Controls over Financial Reporting Other than described above in this Item 9A, there were no changes to our internal control over financial reporting during the fiscal year ended April 30, 2021 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. The Certifications of our Principal Executive and Principal Financial Officer required in accordance with Rule 13a-14(a) under the Exchange Act and Section 302 of the Sarbanes-Oxley Act of 2002 (“Certifications”) are attached to this Report. The disclosures set forth in this Item 9A contain information concerning: (i) the evaluation of our disclosure controls and procedures, and changes in internal control over financial reporting, referred to in paragraph 4 of the Certifications; and (ii) material weaknesses in the design or operation of our internal control over financial reporting, referred to in paragraph 5 of the Certifications. The Certifications should be read in conjunction with this Item 9A for a more complete understanding of the matters covered by the Certifications. ITEM 9B. OTHER INFORMATION 100 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE As of August 9, 2021, our directors and executive officers are: Age Position Kenneth L. Waggoner, JD 73 Chairman of the Board, Chief Executive Officer, President and General Counsel Gerald W. Crabtree, PhD. 80 Director and Chief Scientific Officer Carlos A. Trujillo, CPA 63 Director and Chief Financial Officer Thomas Liquard 48 Director Thomas C. K. Yuen 69 Director Michael M. Abecassis, MD 63 Director Raymond C.F. Tong, MD. 62 Director Kenneth L. Waggoner, JD He became our Chief Executive Officer and President in November 2013. Shortly thereafter, Mr. Waggoner assumed the additional position of General Counsel. In April 2014, Mr. Waggoner became a full-time employee as the Chief Executive Officer, President and General Counsel of both PharmaCyte and Viridis Biotech, a wholly owned subsidiary of PharmaCyte. Mr. Waggoner has been a member of the Board since September 2014. Mr. Waggoner has over forty-five years of experience in management, business, operations and the practice of law. It was his education, training, experience and leadership skills that led us to elect him to the Board and appoint him Chairman. Mr. Waggoner began his professional career as an attorney in private practice. From 1986 to 2003, he was a senior partner with Brobeck, Phleger and Harrison (“Brobeck”), where he was the Managing Partner of Brobeck’s Los Angeles office. While at Brobeck, Mr. Waggoner served as a member of the Executive Committee and on the Policy Committee. Mr. Waggoner was the co-Chairman of Brobeck’s worldwide Environmental Law Group. Mr. Waggoner’s career included leadership and legal positions with Fortune 100 companies most of his professional career. From 2003 to 2005, Mr. Waggoner served as the Vice President and General Counsel of Chevron’s global downstream operations where he was responsible for the overall management of legal services to the North American, Latin American, European and Asian Products Companies. While at Chevron, Mr. Waggoner led the successful restructuring of Chevron’s global Legal Department following Chevron’s acquisition of Texaco. From 2005 until September 2013, Mr. Waggoner was the principal of the Law Offices of Kenneth L. Waggoner & Associates. During that time, he held leadership and legal positions with several start-up companies and provided legal counsel and business advice to his clients. Mr. Waggoner received his Juris Doctorate with honors from Loyola University School of Law in Los Angeles in 1973. 101 Gerald W. Crabtree, PhD Dr. Crabtree is our Chief Scientific Officer and has been a member of the Board since February 2013. He has served as Chief Scientific Officer since October 14, 2020. Prior to that, Dr. Crabtree was our Chief Operating Officer. Given the major importance to developing treatments for cancer and diabetes coupled with Dr. Crabtree’s education, training and experience, Dr. Crabtree was appointed to the Board. Dr. Crabtree’s background in the biomedical sciences has been substantial, having been involved with various biopharmaceutical companies where he has alternatively supervised and coordinated the development of multiple drug candidates, prepared clinical protocols, investigator brochures, monographs, and research and review articles. Dr. Crabtree has over 50 years of experience in the biomedical sciences sector with the majority of that being in the cancer area. Dr. Crabtree served as the Director of Project Planning and Management (Oncology and Immunology) at Bristol-Myers Squibb (“BMS”) from 1990 to 1997. While at BMS, Dr. Crabtree established and directed the department that coordinated the development of all oncologic and immunologic drugs from initial discovery through regulatory approval. He also served as Project Manager for the development of the major anticancer agent, Taxol. Taxol ultimately became a multi-billion-dollar drug for BMS and is still widely used to treat a variety of cancers. From 1985 to 1990, Dr. Crabtree was the Director of Pharmacology at Viratek, a subsidiary of ICN Pharmaceuticals, in Costa Mesa, California, where he worked on the development of anticancer drugs first developed at the Nucleic Acid Research Institute, a joint venture between Eastman Kodak and ICN Pharmaceuticals. He also helped coordinate the development of ribavirin, Viratek's landmark antiviral drug. From 1970 through 1985, Dr. Crabtree was a member of the faculty of Brown University where he was involved in both basic and clinical cancer research. Dr. Crabtree received his Ph.D. in Biochemistry from the University of Alberta, Edmonton, Alberta, Canada, and has published over 80 articles in peer-reviewed journals. He was a National Cancer Institute of Canada Research Fellow, is currently a member of the American Society of Clinical Oncology and was a member of the American Association for Cancer Research from the early 1990s until recently and has served on research grant review committees for the National Institutes of Health and the American Cancer Society. Carlos A. Trujillo, CPA Carlos A. Trujillo has been our Chief Financial Officer and a member of the Board since March 2017. He began working for us as an independent contractor in September 2014. In January 2015, Mr. Trujillo became a full-time employee as the Vice President of Finance of both us and Viridis Biotech, and in March 2017, Mr. Trujillo was appointed as our Chief Financial Officer. Mr. Trujillo has over three decades of experience in management, business, operations and financial accounting. It was his education, experience and leadership skills that led us to elect him to the Board. Mr. Trujillo is a Certified Public Accountant with an active license from the State of California. He has more than three decades of experience in finance, accounting and management. Mr. Trujillo started his career in public accounting and was the manager of an audit department a large regional public accounting firm. Mr. Trujillo then established a consulting and accounting practice which he operated for ten years and provided services as the Chief Financial Accountant to numerous organizations in several different industries. His experience has extended to companies in the biotechnology, telecommunications, manufacturing, construction and real estate development sectors. For the last fourteen years, Mr. Trujillo has been the Chief Financial Officer for both privately held and publicly traded and multinational companies. From June 2008 through September 2014, Mr. Trujillo was the Chief Financial Officer of VelaTel Global Communications, Inc. As a result, he brings extensive experience to us in preparing and filing periodic reports with the Commission, in mergers and acquisitions and in the filing of comprehensive financial statements. Mr. Trujillo received his Bachelor of Accounting degree from California State University, Fullerton in 1982. 102 Thomas Liquard Thomas Liquard has been a member of the Board since April 2015. Mr. Liquard has more than 15 years of experience in the pharmaceutical industry, having held various commercialization, product development and leadership roles with large pharmaceutical and biotechnology companies . Mr. Liquard currently serves as the Senior Vice President of Product Development at Neurelis, Inc., a San Diego based biotechnology company. He joined Neurelis in late 2017. He From August 2015 to August 2017, Mr. Liquard was the Chief Executive Officer of Immuron, a Melbourne, Australia-based pharmaceutical company. Prior to Immuron, Mr. Liquard served as the Chief Executive Officer and Chief Operating Officer of Alchemia, a major Australian pharmaceutical company. Mr. Liquard worked for Alchemia from October 2013 to November 2014. Mr. Liquard spent the previous seven years with Pfizer, Inc. based in New York, where he held various senior commercial positions. His last was as Senior Director, Portfolio Development Leader and Emerging Markets for the Established Products portfolio. In that role, Mr. Liquard drove business development (M&A, licensing, partnerships) and internal product development initiatives. Mr. Liquard was appointed to the Board because of his experience and expertise in leading positions with life science-based biotech and pharmaceutical companies. We believed that his seven-year tenure with Pfizer, one of the world’s leading pharmaceutical companies, where he played leading roles in the development of that company’s portfolio development, was a needed asset to us. Mr. Liquard received his Master of Business Administration in Finance and Strategy from the Columbia Business School and a Bachelor of Science degree from the University of Southern California. Thomas C. K. Yuen Thomas C. K. Yuen was appointed to the Board in May 2017. Mr. Yuen has more than three decades of experience in entrepreneurship and business leadership, including in the biotech industry. It was his stellar career in business, leadership skills and business acumen and experience that led us to elect him to the Board. Mr. Yuen’s career is exemplified by his global entrepreneurial experience. He co-founded Irvine-based AST Research, Inc. (“AST”) in 1981. AST was an early pioneer of the computer industry, and the company has been referred to as “the flagship of innovation in the PC era.” Mr. Yuen served as AST's Co-Chairman and Chief Operating Officer from August 1987 to June 1992. Under his leadership, AST became a Fortune 500 company in 1991, and its stock was named the “Best Performing NASDAQ Stock” of that year. Mr. Yuen left AST in 1992 and focused his efforts on investing in new projects. Mr. Yuen served in various engineering and project management positions with Hughes Aircraft Company, Sperry Univac and Computer Automation. Later in his career, Mr. Yuen became Chairman and CEO of SRS Labs, a world leader in audio and voice technology. Currently, Mr. Yuen is Chairman and Chief Executive Officer of PrimeGen Biotech, LLC, a private cell therapy company he founded in 2002. Mr. Yuen has held numerous director positions. He served as a Director of AST from 1981 to June 1992. He served as a Director of Valence Technology, Inc., an energy storage company, from March 1998 to March 2000 and a Director of DTS, Inc., an audio technology company, from April 2012 to July 2013. Mr. Yuen has served as a Director of SRS Labs since January 1994. He is also an Honorary Professor of China Nationality University in Beijing. In 1988 and 1991, the Computer Reseller News Magazine named Mr. Yuen one of the top 25 executives of the computer industry. In 1997, he received the Director of the Year Award from the Orange County Foundation of Corporate Directors. Mr. Yuen is the recipient of several awards from the University of California, Irvine (“UCI”), including the UCI Medal in 1990, the Outstanding Engineering Alumni Award in 1987 and the Distinguished Alumnus Award in 1986. Also, Mr. Yuen has received the prestigious UCI Extraordinarious Award for his exemplary career in business and his philanthropic and volunteer activities. Mr. Yuen received his Bachelor of Science degree in Electrical Engineering from the University of California, Irvine. 103 Michael M. Abecassis, MD Dr. Abecassis was appointed to the Board in July 2017. Since November 2019, Dr. Abecassis has been Dean of the University of Arizona College of Medicine – Tucson. Prior to that and since 1992, Dr. Abecassis was a transplantation surgeon at the Northwestern University Feinberg School of Medicine. Dr. Abecassis was appointed to the Board because of his demonstrated leadership qualities in academia, in the clinic and throughout his career in medicine. These attributes and his extensive experience in the medical field translate directly to the work being undertaken by us in the cancer arena. Dr. Abecassis was the Director of the Comprehensive Transplant Center of the Feinberg School of Medicine. He was also the Chief of Transplant Surgery in the Department of Surgery at Feinberg and a James Roscoe Miller Distinguished Professor of Medicine at Feinberg. Dr. Abecassis received his Medical Degree from the University of Toronto in 1983 and was awarded a Master of Business Administration degree from the Kellogg School of Management at Northwestern University in 2000. After his postgraduate tenure in Toronto, Dr. Abecassis began his clinical career as Assistant Professor of Surgery and Director of Liver Transplantation and Hepatobiliary Surgery at the University of Iowa. In 1993, Dr. Abecassis became Northwestern University’s Director of Liver Transplantation, where he initiated Northwestern’s liver transplant program. In 2004, Dr. Abecassis was named Chief of the Division of Transplantation at the Feinberg School of Medicine. He became Founding Director of the Comprehensive Transplant Center at Northwestern in 2009 and was appointed Dean for Clinical Affairs at the Feinberg School of Medicine in 2008, serving until 2011. Dr. Abecassis has received continuous funding from the National Institutes of Health (“NIH”) for the past 17 years. He is the principal investigator in research that includes both laboratory and clinical studies. He is also the principal investigator of the clinical core of the NIH Genomics of Transplantation Cooperative Research Program. Dr. Abecassis has trained numerous clinical and research fellows. Dr. Abecassis is a member of the Society of University Surgeons and the American Surgical Association and was President of the American Society of Transplant Surgeons 2010-2011. He has served and continues to serve on the Editorial Boards of major scientific journals (Hepatology, Surgery, Transplantation and Liver Transplantation) and is a reviewer for all major journals related to surgery and transplantation. He has served as a member of NIH grant study sections and special emphasis panels relating to both transplantation and virology. He is a permanent member of the National Institute of Allergy and Infectious Diseases study section for career development and training grants. Dr. Abecassis has been a course director for the American Society of Transplant Surgeons Leadership Development Program since 2010 and was course director for the Advanced Leader Development Program in 2013 at Northwestern’s Kellogg School of Management. He was a voting member of the Medicare Coverage Advisory Committee and served on the United HealthCare Group Physician Advisory Board on Healthcare Performance and Quality. Dr. Abecassis has been a member of various local, regional and national regulatory committees and has published seminal papers on both the regulatory and financial aspects of transplantation, including the Healthcare Reform and the Affordable Care Act. Raymond C.K Tong, MD Dr. Tong serves as Chief Executive Officer of Harmony Medical Inc., an Asian investment group active in the introduction and distribution of medical and healthcare products and services in China and throughout Asia. He is also Chairman of the Business Development Committee of Shanghai Kedu Healthcare Group, the largest medical equipment third-party service provider in China, representing products from GE, Philips, Siemens, Kodak and other multi-nationals as well as local companies. He was appointed to the Board in October 2017. It was his stellar career in the medical field, as well as his significant connections to the investment community throughout Asia, leadership skills and business acumen and experience that caused us to elect him to the Board. Dr. Tong has been a Director of Medifocus Inc. since January 27, 2015. He was also a Director of Shanghai CP Guojian Pharmaceutical, one of the first and largest bio-pharmaceutical manufacturers in China. In addition, Dr. Tong is the founding Director and Chief Executive Officer of VetCell Therapeutics Asia, a cell therapy company focused on providing cell-based treatments for use in veterinary medicine in Asia. 104 Dr. Tong’s earlier career includes senior management positions in China with Pfizer and Ball Corporation. He was also responsible for the Healthcare Investment Division of CITIC in Hong Kong. CITIC is the largest conglomerate in China and an established global player, with businesses covering healthcare, financial services, resources, energy, manufacturing, engineering and many others. Dr. Tong received his medical degree from the University of Toronto in Ontario, Canada in 1983. He also received a Ph.D. degree in neurophysiology and an M.B.A. degree. After receiving his medical degree, Dr. Tong founded a chain of medical clinics in the Province of Ontario where he served as Medical Director and Chief Physician. During this period, he also served as a consultant and an investigator in several clinical trials. In 1989, Dr. Tong returned to Hong Kong, where he was born and resided before medical school, and spent the next 19 years in prominent corporate appointments with several multinational medical and pharmaceutical companies discussed above. Family Relationships There are no family relationships among our executive officers, directors and significant employees. As of April 30, 2021, our personnel do not have any involvement in legal proceedings requiring disclosure pursuant to the Rules and Regulations of the Commission. Corporate Governance and Committees Our Board has adopted a written Code of Business Conduct and Ethics, an Insider Trading Policy and Software Policies that apply to our directors, officers, employees and contractors. These documents can be viewed and downloaded from the “Governance” dropdown menu of our website under the “Company” tab. The content of these documents is not incorporated into this Form 10-K. Board Leadership and Structure The Chairman of the Board presides at all meetings of the Board. Mr. Waggoner serves as the Chairman of the Board and as our Chief Executive Officer, President and General Counsel. The Board does not have a policy on whether or not the roles of Chief Executive Officer and Chairman of the Board should be separate. The Board believes that it should be free to make a choice from time to time in any manner that is in the best interests of the Company and our stockholders. Audit Committee The Audit Committee is currently comprised of Dr. Michael Abecassis, Dr. Tong, Mr. Yuen and Mr. Liquard. The Chairman of the Audit Committee is Mr. Liquard. The primary purposes of our Audit Committee are to assist the Board in fulfilling its legal and fiduciary obligations with respect to matters involving the accounting, auditing, financial reporting, internal control, legal compliance and risk management functions of the Company, including, assisting the Board’s oversight of: (i) the integrity of our financial statements; (ii) the effectiveness of our internal control over financial reporting; (iii) our compliance with legal and regulatory requirements; (iv) the qualifications and independence of our independent registered public accounting firm; and (v) the performance of our internal audit function and independent registered public accounting firm. Our Board has determined that each member of our Audit Committee is independent within the meaning of the rules of Nasdaq. Our Board has determined that the Chairman of the Audit Committee, Mr. Liquard, is an “audit committee financial expert,” as that term is defined in Item 407(d) of Regulation S-K under the Exchange Act. Our Audit Committee charter can be viewed and downloaded from the “Governance” dropdown menu of our website under the “Company” tab. 105 Compensation Committee The Compensation Committee is currently comprised of Mr. Liquard, Mr. Waggoner and Mr. Yuen. The Chairperson of the Compensation Committee is Mr. Liquard. The primary purposes of our Compensation Committee are: (i) to establish and maintain our executive compensation policies and compensation consistent with corporate objectives and stockholder interests; (ii) to oversee the competency and qualifications of our senior management personnel and the provisions of senior management succession planning; and (iii) to advise the Board with respect to director compensation issues. On July 28, 2021, Mr. Waggoner resigned from the Compensation Committee. The Compensation Committee, which is composed of a majority of independent directors, provides overall guidance for our executive compensation policies and determines the value and elements of compensation for our executive officers. Our Compensation Committee charter can be viewed and downloaded from the “Governance” dropdown menu of our website under the “Company” tab. Nominating and Corporate Governance Committee The Nominating and Corporate Governance Committee is currently comprised of Dr. Crabtree, Dr. Tong and Mr. Liquard. The Chairperson of the Nominating and Corporate Governance Committee is Dr. Crabtree. On July 28, 2021, Dr. Crabtree resigned from the Nominating and Corporate Governances Committee. The primary purposes of the Nominating Committee are: (i) to recommend to the Board the nomination of individuals who are qualified to serve as our directors and on committees of the Board; (ii) to advise the Board with respect to the composition, size, structure and procedures of the Board; (iii) to advise the Board with respect to the composition, size and membership of the Board’s committees; (iv) to advise the Board with respect to corporate governance principles applicable to the Company; and (v) to oversee the evaluation of the Board as a whole and the evaluation of its individual members standing for re-election. The Nominating Committee also has responsibility for reviewing and approving all transactions that are “related party” transactions under the Commission’s rules. The Nominating Committee does not set specific, minimum qualifications that nominees for director must meet in order for the Nominating Committee to recommend them to the Board, but rather believes that each nominee should be evaluated based on his or her individual merits, considering our needs and the composition of the Board. Members of the Nominating Committee discuss and evaluate possible candidates in detail and suggest individuals to explore in more depth. Once a candidate is identified whom the Nominating Committee wants to seriously consider and move toward nomination, the Chairman of the Nominating Committee enters into a discussion with that nominee candidate. Subsequently, the Chairperson will discuss the qualifications of the candidate with the other members of the Nominating Committee, and the Nominating Committee will then make a final recommendation with respect to that candidate to the Board. Board Practices Our business and affairs are managed under the direction of our Board. The primary responsibilities of our Board are to provide oversight, strategic guidance, counseling and direction to our senior management. Policy Regarding Board Attendance Our directors are expected to attend meetings of the Board as frequently as necessary to properly discharge their responsibilities and to spend the time needed to prepare for each such meeting. If an annual meeting of stockholders is held, our directors are expected to attend that meeting, but we do not have a formal policy requiring them to do so. 106 Shareholder Communications We have a process for shareholders who wish to communicate with our Board. Shareholders who wish to communicate with our Board may write to the Board at our address set forth at the beginning of this Report. These communications will be reviewed by our Chief Executive Officer and Chief Financial Officer. They will determine whether the communications should be presented to our Board. The purpose of this screening is to allow the Board to avoid having to consider irrelevant or inappropriate communications. ITEM 11. EXECUTIVE COMPENSATION This section discusses the material components of the executive compensation program for our executive officers who are named in the “Summary Compensation Table” below (each a “Named Executive Officer”), as well as the director compensation program for our directors. As a smaller reporting company, we are not required to include a Compensation Discussion and Analysis and have elected to comply with the scaled disclosure requirements applicable to smaller reporting companies. For our fiscal year ended April 30, 2021, our Named Executive Officers and their positions were as follows: · Kenneth L. Waggoner, JD, Chief Executive Officer, President, General Counsel and Chairman of the Board; · Gerald W. Crabtree, PhD, Chief Scientific Officer and Director; and · Carlos A. Trujillo, CPA, Chief Financial Officer and Director. The following tables provide information about compensation earned during our fiscal years ended April 30, 2021 and 2020 by our Named Executive Officers. Summary Compensation Table Name Principal Position Fiscal Year Salary ($) Stock Awards ($)(1) Option Awards ($)(1) Total ($) Kenneth L. Waggoner, JD(2) Chief Executive Officer, 2021 $ 433,333 $ 105,960 $ 77,212 $ 616,505 President and 2020 $ 316,667 $ 201,600 $ 148,508 $ 666,775 General Counsel Gerald W. Crabtree, PhD(2) Chief Scientific Officer 2021 $ 94,333 $ 17,660 $ 25,738 $ 137,731 2020 $ 109,667 $ 33,600 $ 49,503 $ 192,770 Carlos A. Trujillo, CPA (2) Chief Financial Officer 2021 $ 300,000 $ 70,640 $ 51,474 $ 422,114 2020 $ 250,000 $ 134,400 $ 99,006 $ 483,406 (1) T he amounts in the columns titled “Stock Awards” and “Option Awards” reflect the grant date fair values of awards made during the identified fiscal year, as computed in accordance with FASB ASC Topic 718 and the assumptions stated in Note 4 and Note 5 of the Consolidated Financial Statements to this Report. (2) We did not pay or accrue any other compensation, in the form of bonuses, incentive plan compensation or nonqualified deferred compensation earnings to any Named Executive officer for services as an executive officer during the fiscal years ended April 30, 2021 and 2020; neither were there any perquisites or other personal benefits payable to our Named Executive Officers. On October 15, 2018, we adopted a retirement plan for eligible employees named the PharmaCyte Biotech, Inc 401(k) Plan (“Plan”). The Plan allows eligible employees to contribute a portion of their salaries into the Plan. We are not required to and do not contribute to the highly compensated employees accounts and we do not match the contributions of the Named Executive Officers. 107 Outstanding Equity Awards at Fiscal Year End Option Awards Stock Awards Name Number of Securities Underlying Unexercised Options (#) Exercisable (1) Number of Securities Underlying Unexercised Options (#) Unexercisable Option Exercise Price ($) Option Expiration Date Number of Shares or Units of Stock That Have Not Vested (#)(1) Market Value of Shares or Units of Stock That Have Not Vested ($)(2) Kenneth L. Waggoner 3,000 – $ 156.00 03/09/2022 – $ – 3,000 – $ 81.00 12/31/2023 – $ – 3,000 - $ 74.25 03/20/2024 – $ – 3,000 - $ 61.20 01/02/2025 – $ – 1,000 2,000 $ 10.05 12/31/2025 – $ – – – $ – – 1,600 $ 42,480 Gerald W. Crabtree 1,000 – $ 156.00 03/09/2022 – $ – 1,000 – $ 81.00 12/31/2023 – $ – 1,000 – $ 74.25 12/31/2024 – $ – 1,000 – $ 61.20 01/02/2025 – $ – 334 667 $ 10.05 12/31/2025 – $ – – – $ – – 267 $ 7,080 Carlos A. Trujillo 2,000 – $ 156.00 03/09/2022 – $ – 2,000 – $ 81.00 12/31/2023 – $ – 2,000 – $ 74.25 12/31/2024 – $ – 2,000 – $ 61.20 01/02/2025 – $ – 667 1,334 $ 10.05 12/31/2025 – $ – – – $ – – 1,067 $ 28,320 _______________________ (1) Subject to the Named Executive Officer’s continued employment, 1/12 th of each grant vests monthly after the grant date. The unexercisable/unvested awards shown in this table were each granted on January 1, 2021. (2) The market value is based on the closing stock price of $26.44 on April 30, 2021, the last day of trading in this fiscal year. 108 Employment Arrangements Kenneth L. Waggoner, JD We have entered into an Executive Compensation Agreement with Mr. Waggoner (“Waggoner Compensation Agreement”). The current term of the Waggoner Compensation Agreement extends until December 31, 2021 with annual extensions at the end of the term (or any extension of the term), unless we or Mr. Waggoner provide 90-days written notice of termination. The Waggoner Compensation Agreement provides that Mr. Waggoner will be employed as a member of our Board, as our Chief Executive Officer, President and General Counsel and as the Chief Executive Officer and General Counsel of our subsidiary Viridis Biotech. Under this agreement, Mr. Waggoner is paid a base salary of $375,000 subject to annual increases in the discretion of our Compensation Committee. The Waggoner Compensation Agreement also provides that, during his continued employment, Mr. Waggoner receives an annual stock grant of 2,400 shares of restricted common stock, vesting at the rate of 200 shares per month, and an annual stock option grant to purchase 3,000 shares of common stock exercisable over a five-year term at an exercise price per share equal to the closing price of the common stock on the date of grant, vesting at the rate of 250 option shares per month. If Mr. Waggoner’s employment is terminated by us without “Cause” or by him for “Good Reason” (as such terms are defined in the Waggoner Compensation Agreement), then subject to his execution of a timely release, he is entitled to: (i) base salary continuation for 2 years, (ii) payment of the annual bonus, if any, earned by Mr. Waggoner for the year preceding the year of termination, or, if greater, the target bonus, if any, for the year of termination, (iii) accelerated vesting of any unvested stock or option awards and (iv) continued health coverage for Mr. Waggoner and his family and life insurance coverage for Mr. Waggoner, if any, for 12 months at the Company’s expense. Notwithstanding the foregoing, if Mr. Waggoner’s employment is terminated by us without Cause or by him for Good Reason because of a “Change in Control” (as such term is defined in the Waggoner Compensation Agreement), then the base salary and bonus, if any, component of severance would be paid in lump sum. Also, Mr. Waggoner would be entitled to receive a full Code Section 280G tax gross-up, with respect to any amounts that may be subject to the excise tax provisions under Code Section 280G. If Mr. Waggoner’s employment ceases due to his death, (i) any otherwise unvested equity awards held by him at the time of his death would become vested, (ii) his eligible dependents would be entitled to continued healthcare coverage at the Company’s expense for up to 12 months, and (iii) his designated beneficiary or estate would receive the proceeds, if any, from any life insurance. If Mr. Waggoner’s employment is terminated due to “Disability” (as such term is defined in the Waggoner Compensation Agreement) he would receive continued health coverage and life insurance coverage, if any, for 12 months at our expense, as well as any disability benefits payable under any long-term disability plan or policy we maintain. In addition, any otherwise unvested equity awards would then become vested. Additionally, Mr. Waggoner is bound by confidentiality and non-disparagement provisions as well as non-solicitation and non-competition covenants that apply during the term of his employment and for twenty-four months after termination of his employment. Gerald W. Crabtree, PhD We have entered into an Executive Compensation Agreement with Dr. Crabtree (“Crabtree Compensation Agreement”). The current term of the Crabtree Compensation Agreement extends until December 31, 2021 with annual extensions at the end of the term (or any extension of the term) unless we or Dr. Crabtree provide 90-days written notice of termination. The Crabtree Compensation Agreement provides that Dr. Crabtree will be employed as a member of our Board, as our Chief Scientific Officer and as the Chief Operating Officer of our subsidiary Viridis Biotech. Dr. Crabtree is paid a base salary of $84,000 subject to annual increases in the discretion of our Compensation Committee. The Crabtree Compensation Agreement also provides that, during his continued employment, Dr. Crabtree will receive annual stock grants of 400 shares of restricted common stock, vesting at the rate of 33 shares per month, and an annual stock option grant to purchase 1,000 shares of common stock exercisable over a five-year term at an exercise price per share equal to the closing price of the common stock on the date of grant, vesting at the rate of 83 option shares per month. All other terms are substantially the same as disclosed above for the Waggoner Agreement 109 Carlos A. Trujillo, CPA We have entered into an Executive Compensation Agreement with Mr. Trujillo (“Trujillo Compensation Agreement”). The current term of the Trujillo Compensation Agreement extends until December 31, 2021 with annual extensions at the end of the term (or any extension of the term) unless we or Mr. Trujillo provide 90-days written notice of termination. The Trujillo Compensation Agreement provides that Mr. Trujillo will be employed as a member of our Board, as our Chief Financial Officer and as the Chief Financial Officer of our subsidiary Viridis Biotech. Mr. Trujillo is paid an annual base salary of $275,000, subject to annual increases at the discretion of the Compensation Committee. The Trujillo Compensation Agreement also provide that during his continued employment, Trujillo will receive annual grants of 1,600 shares of restricted common stock, vesting at the rate of 133 shares per month, and an annual stock option grant to purchase 2,000 shares of common stock exercisable over a five-year term at an exercise price per share equal to the closing price of the common stock on the date of grant, vesting at the rate of 167 option shares per month. All other terms are substantially the same as disclosed above for the Waggoner Agreement. Directors Compensation The following table sets forth information concerning compensation paid or to our directors, other than our Named Executive Officers who also serve as directors, during the year ended April 30, 2021. Director Compensation Table Name Fees Earned ($) Stock Awards ($)(1) Option Awards ($)(1)(2) Total ($) Thomas Liquard $ 50,000 12,000 6,293 $ 68,293 Thomas C.K Yuen $ 50,000 12,000 6,293 $ 68,293 Michael M. Abecassis, MD $ 50,000 12,350 6,615 $ 68,965 Raymond C.K. Tong, MD $ 50,000 5,250 2,943 $ 58,193 (1) T he amounts in the columns titled “Stock Awards” and “Option Awards” reflect the grant date fair values of awards made during the fiscal year ended April 30, 2021, as computed in accordance with FASB ASC Topic 718 and the assumptions stated in Note 4 and Note 5 of the Consolidated Financial Statements to this Report. (2) As of April 30, 2021, each of Mr. Liquard, Mr. Yuen, Dr. Abecassis and Dr. Tong held unexercised options to purchase 1,334 shares. These include options granted during the year ended April 30, 2021 (shown in this column) and options granted in prior years. Each non-employee director is party to an agreement to serve as a director. The agreements provide that each non-employee director receives a cash retainer of $12,500 per quarter (pro-rated for periods of service less than a quarter). In addition, we annually grant to each non-employee director: (i) 333 shares of our common stock; and (ii) a stock option to purchase 333 shares of our common stock with a term of five years and an exercise price per share equal to the closing price of the common stock on the date of grant. Each of these equity awards is fully vested upon grant. Our three employee directors (who are also Named Executive Officers) do not receive additional compensation for their service on the Board. For information regarding the compensation of our three employee directors, please see above, under the heading “Executive Compensation.” 110 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth as of July 16, 2021, certain information with respect to the beneficial ownership of our common stock by each person known by us to be the beneficial owner of more than five percent (5%) of our common stock, by each of our directors, by each of our Named Executive Officers and by all executive officers and directors as a group. Name and Address Amount and Nature of Beneficial Ownership (1) Percentage of Common Stock (1) Kenneth L. Waggoner, JD, Chairman of the Board, Chief Executive Officer, President and General Counsel 34,725 2.11% Gerald W. Crabtree, PhD, Chief Scientific Officer and Board Member 15,908 * Carlos A. Trujillo, CPA, Chief Financial Officer and Board Member 18,217 1.11% Thomas Liquard, Board Member 3,333 * Thomas C.K. Yuen, Board Member 3,333 * Michael M. Abecassis, MD, Board Member 4,933 * Raymond C.K. Tong, MD, Board Member 2,667 * All directors and executive officers as a group (7 persons) 83,117 5.11% ________________________________ * Indicates percentage is less than 1.0%. (1) Percentages based on 1,591,750 shares of common stock issued and outstanding as of July 16, 2021, in addition to the options to purchase shares that are unexercised, but which are exercisable within sixty days of July 16, 2021, which are presented as follows: Kenneth L. Waggoner, JD 14,125 Gerald W. Crabtree, PhD 4,708 Carlos A. Trujillo, CPA 9,417 Thomas Liquard 1,667 Thomas C.K. Yuen 1,667 Michael M. Abecassis, MD 2,467 Raymond C.K. Tong, MD 1,333 The address of all beneficial owners is 23046 Avenida de la Carlota, Suite 600, Laguna Hills, California 92653. Each person has sole voting and investment power with respect to the shares of common stock. 111 Securities Authorized for Issuance under Equity Compensation Plans The following table sets forth certain aggregated information with respect to compensation plans (including individual arrangements) under which our securities are authorized for issuance as of April 30, 2021: Plan category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (a) (b) (c) Equity compensation plans approved by security holders – – – Equity compensation plans not approved by security holders 41,333 $ 80.00 – Total 41,333 $ 80.00 – Please see Notes 5 and 6 of the Consolidated Financial Statements to this Report for more information regarding our equity compensation arrangements. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE We had the following related party transactions during the years ended April 30, 2021 and 2020, respectively. We own 14.5% of the equity in SG Austria and is reported on the cost method of accounting. SG Austria has two subsidiaries: (i) Austrianova; and (ii) Austrianova Thailand. We purchased products and services from these subsidiaries in the approximate amounts of $405,000 and $153,000 in the years ended April 30, 2021 and 2020, respectively. In April 2014, we entered a consulting agreement with Vin-de-Bona pursuant to which it agreed to provide professional consulting services to the Company. Vin-de-Bona is owned by Prof. Günzburg and Dr. Salmons, both of whom are involved in numerous aspects of our scientific endeavors relating to cancer and diabetes (Prof. Gunzburg is the Chairman of Austrianova, and Dr. Salmons is the Chief Executive Officer and President of Austrianova). The term of the agreement is for 12 months, automatically renewable for successive 12-month terms. After the initial term, either party can terminate the agreement by giving the other party 30 days’ written notice before the effective date of termination. The amounts we paid Vin-de-Bona for the years ended April 30, 2021 and 2020 were approximately $82,000 and $24,000, respectively. In addition, during the years ended April 30, 2021 and 2020 we issued 167 and 167 common shares to Dr. Salmons. We recorded a noncash consulting expense of approximately $5,000 and $10,000 relating to these share issuances for the years ended April 30, 2021 and 2020, respectively. Except for Mr. Liquard, Mr. Yuen, Dr. Abecassis and Dr. Tong, the Board has determined that none of our directors satisfy the definition of Independent Director as established in the Nasdaq Marketplace Rules. Mr. Liquard, Mr. Yuen, Dr. Abecassis and Dr. Tong have been determined by the Board to be Independent Directors. 112 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES A summary of the fees billed by our independent audit firm, Armanino for professional services rendered for the years ended April 30, 2021 and 2020 is set forth below. Service 2021 2020 Audit Fees $ 80,196 $ 75,121 Quarterly Review Fees 63,590 60,106 Tax Fees – – All Other Fees – – Total $ 143,786 $ 135,227 During the years ended April 30, 2021 and 2020, we paid Armanino $80,196 and $75,121 in annual audit fees, respectively, and $63,590 and $60,106 in quarterly review fees, respectively. Our Audit Committee pre-approves all services to be performed by our independent auditor. All the services listed above have been pre-approved by our Audit Committee. ITEM 15. EXHIBITS (a) Documents filed as part of this Report: (1) Financial Statements. Our Consolidated Financial Statements and associated Notes and Schedules, as of April 30, 2021 and 2020, and for each of the two years in the period ended April 30, 2021, together with the reports thereon of our independent registered public accounting firm, are set forth on pages F-1 to F-27 of this Report. (2) Financial Statement Schedules. Schedule II - Valuation and Qualifying Accounts for the Years Ended 2021 and 2020 are incorporated by reference to page F-27 of the financial statements included herewith. Exhibit 15(a)(2) is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall such exhibit be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act or the Exchange Act, except as otherwise stated in such filing. 113 (3) Exhibits. Except as so indicated below and in Exhibit 32.1, the following exhibits are filed as part of, or incorporated by reference into, the Report. Certain of the agreements filed as exhibits contain representations and warranties made by the parties thereto. The assertions embodied in such representations and warranties are not necessarily assertions of fact, but a mechanism for the parties to allocate risk. Accordingly, investors should not rely on the representations and warranties as characterizations of the actual state of facts or for any other purpose at the time they were made or otherwise. Exhibit No. Description Location 3.1 Articles of Incorporation of the Company, as amended, dated October 31, 2019 Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed with the SEC on March 13, 2020. 3.2 Corporate Bylaws. Incorporated by reference from the Company’s Registration Statement on Form SB-2 (File No. 333-68008) filed with the SEC on August 20, 2001. 3.3 Amendment No. One to the Bylaws of PharmaCyte Biotech, Inc. Incorporated by reference from the Company’s Current Report on Form 8-K filed with the SEC on September 25, 2014. 3.4 Amendment No. Two to the Bylaws of PharmaCyte Biotech, Inc. Incorporated by reference from the Company’s Current Report on Form 8-K filed with the SEC on October 3, 2014. 3.5 Amendment No. Three to Bylaws of PharmaCyte Biotech, Inc. Incorporated by reference from the Company’s Current Report on Form 8-K filed with the SEC on June 4, 2021. 3.6 Amendment No. Four to Bylaws of PharmaCyte Biotech, Inc. Incorporated by reference from the Company’s Current Report on Form 8-K filed with the SEC on July 6, 2021. 3.7 Certificate of Amendment to Articles of Incorporation of the Company, dated July 2, 2021 Incorporated by reference from the Company’s Current Report on Form 8-K filed with the SEC on July 6, 2021. 3.8 Certificate of Change to Articles of Incorporation of the Company, dated July 9, 2021 Incorporated by reference from the Company’s Current Report on Form 8-K filed with the SEC on July 13, 2021 4.1 Form of Common Stock Certificate. Incorporated by reference from the Company’s Registration Statement on Form SB-2 (File No. 333-68008) filed with the SEC on August 20, 2001. 4.2 Description of Securities Filed herewith. 4.3 Subscription Agreement, dated October 30, 2019, between Kenneth L. Waggoner and the Company. Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed with the SEC on December 23, 2019. 4.4 Voting Rights Agreement, dated September 16, 2019, among Brown Stone Capital, LP, Silver Rock Associates, Inc., Homie Doroodian and the Company. Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed with the SEC on December 23, 2019. 4.5 Share Subscription Agreement, dated January 17, 2020, between Homie Doroodian and the Company. Incorporated by reference from the Company’s Current Report on Form 8-K filed with the SEC on January 21, 2020. 10.1 Asset Purchase Agreement, dated May 26, 2011, between SG Austria Pte. Ltd. and the Company. Incorporated by reference from the Company’s Current Report on Form 8-K filed with the SEC on June 28, 2012. 10.2 First Addendum, dated June 11, 2011, to Asset Purchase Agreement between SG Austria Pte. Ltd. and the Company. Incorporated by reference from the Company’s Current Report on Form 8-K filed with the SEC on June 28, 2012. 10.3 Second Addendum, dated June 14, 2012, to Asset Purchase Agreement between SG Austria Pte. Ltd. and the Company. Incorporated by reference from the Company’s Current Report on Form 8-K filed with the SEC on June 28, 2012. 10.4 Third Addendum, dated June 25, 2013, to Asset Purchase Agreement between SG Austria Private Limited and the Company. Incorporated by reference from the Company’s Current Report on Form 8-K filed with the SEC on July 18, 2013. 10.5 Licensing Agreement, dated June 25, 2013, between Austrianova Singapore Pte. Ltd. and the Company. Incorporated by reference from the Company’s Current Report on Form 8-K filed with the SEC on July 18, 2013. 114 10.6 Manufacturing Framework Agreement, dated March 20, 2014, between Austrianova Singapore Pte. Ltd. and the Company. Incorporated by reference from the Company’s Annual Report on Form 10-K filed with the SEC on August 4, 2014. 10.7 Master Services Agreement, dated April 7, 2014, between ViruSure GmbH and the Company. Incorporated by reference from the Company’s Annual Report on Form 10-K filed with the SEC on August 4, 2014. 10.8 Consulting Agreement, dated April 1, 2014, between Vin-de-Bona Trading Company Pte. Ltd. and the Company. Incorporated by reference from the Company’s Annual Report on Form 10-K filed with the SEC on August 4, 2014. 10.9 License Agreement, dated October 13, 2014, between University of Technology, Sydney and PharmaCyte Biotech Australia Pty Ltd (formerly, Nuvilex Australia Pty Ltd). Incorporated by reference from Amendment No. 1 to the Company’s Annual Report on Form 10-K/A filed with the SEC on October 17, 2014. 10.10 Master Services Agreement, dated March 7, 2014, between ViruSure GmbH and the Company. Incorporated by reference from Amendment No. 1 to the Company’s Annual Report on Form 10-K/A filed with the SEC on October 17, 2014. 10.11 Licensing Agreement, dated December 1, 2014, between Austrianova Singapore Pte. Ltd. and the Company. Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed with the SEC on December 15, 2014. 10.12† Executive Compensation Agreement, dated March 10, 2015, between Kenneth L. Waggoner and the Company. Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed with the SEC on March 13, 2015. 10.13† First Stock Option Agreement, dated March 10, 2015, between Kenneth L. Waggoner and the Company. Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed with the SEC on March 13, 2015. 10.14† Second Stock Option Agreement, dated March 10, 2015, between Kenneth L. Waggoner and the Company. Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed with the SEC on March 13, 2015. 10.15† Executive Compensation Agreement, dated January 1, 2015, between Gerald W. Crabtree and the Company. Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed with the SEC on March 13, 2015. 10.16† First Stock Option Agreement, dated March 10, 2015, between Gerald W. Crabtree and the Company. Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed with the SEC on March 13, 2015. 10.17† Second Stock Option Agreement, dated March 10, 2015, between Gerald W. Crabtree and the Company. Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed with the SEC on March 13, 2015. 10.18† Letter agreement, dated April 20, 2015, between Thomas Liquard and the Company. Incorporated by reference from the Company’s Current Report on Form 8-K filed with the SEC on April 29, 2015. 10.19† Amendment No. 1, dated December 30, 2015, to Executive Compensation Agreement between Gerald W. Crabtree and the Company. Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed with the SEC on March 8, 2016. 10.20† Amendment No. 1, December 30, 2015, to Executive Compensation Agreement between Kenneth L. Waggoner and the Company. Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed with the SEC on March 8, 2016. 10.21† Third Stock Option Agreement, dated December 30, 2015, between Gerald W. Crabtree and the Company. Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed with the SEC on March 8, 2016. 10.22† Third Stock Option Agreement, dated December 30, 2015, between Kenneth L. Waggoner and the Company. Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed with the SEC on March 8, 2016. 10.23 First Amendment, dated June 30, 2015, to Licensing Agreement, dated December 1, 2014, between Austrianova Singapore Pte. Ltd. and the Company. Incorporated by reference from the Company’s Annual Report on Form 10-K filed with the SEC on July 29, 2016. 10.24 Second Amendment, dated October 19, 2015, to Licensing Agreement, dated December 1, 2014, between Austrianova Singapore Pte. Ltd. and the Company . Incorporated by reference from the Company’s Annual Report on Form 10-K filed with the SEC on July 29, 2016. 115 10.25 Variation, dated April 20, 2016, to License Agreement, October 13, 2014, between University of Technology, Sydney and PharmaCyte Biotech Australia Pty Ltd (formerly, Nuvilex Australia Pty Ltd). Incorporated by reference from the Company’s Annual Report on Form 10-K filed with the SEC on July 29, 2016. 10.26 First Amendment, dated June 24, 2016, to Licensing Agreement, dated June 25, 2013, between Austrianova Singapore Pte. Ltd. and the Company. Incorporated by reference from the Company’s Annual Report on Form 10-K filed with the SEC on July 29, 2016. 10.27 Binding Memorandum of Understanding, dated July 28, 2016, between Austrianova Singapore Pte Ltd. and the Company. Incorporated by reference from the Company’s Annual Report on Form 10-K filed with the SEC on July 29, 2016. 10.28† Amendment No. 2, dated March 10, 2017, to Executive Compensation Agreement between Kenneth L. Waggoner and the Company. Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed with the SEC on March 13, 2017. 10.30† Amendment No. 2, dated March 10, 2017, to Executive Compensation Agreement between Carlos A. Trujillo and the Company. Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed with the SEC on March 13, 2017. 10.31† Amendment No. 2, dated March 10, 2017, to Executive Compensation Agreement between Gerald W. Crabtree and the Company. Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed with the SEC on March 13, 2017. 10.32† Fourth Stock Option Agreement, dated March 10, 2017, between Kenneth L. Waggoner and the Company. Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed with the SEC on March 13, 2017. 10.33† Third Stock Option Agreement, dated March 10, 2017, between Carlos A. Trujillo and the Company. Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed with the SEC on March 13, 2017. 10.34† Fourth Stock Option Agreement, dated March 10, 2017, between Gerald W. Crabtree and the Company. Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed with the SEC on March 13, 2017. 10.35† Amendment No. 1, dated March 10, 2017, to Letter Agreement between Thomas Liquard and the Company. Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed with the SEC on March 13, 2017. 10.36† Letter Agreement, dated May 1, 2017, between Thomas C. K. Yuen and the Company. Incorporated by reference from the Company’s Current Report on Form 8-K filed with the SEC on May 2, 2017. 10.37† Letter agreement, dated June 29, 2017, between Michael Abecassis, M.D. and the Company. Incorporated by reference from the Company’s Current Report on Form 8-K filed with the SEC on July 10, 2017. 10.38 Binding Term Sheet, dated August 30, 2017, among Austrianova Singapore Pte. Ltd., SG Austria Pte. Ltd. and the Company. Incorporated by reference from the Company’s Current Report on Form 8-K filed with the SEC on September 6, 2017. 10.39† Letter agreement, dated October 9, 2017, between Raymond C. F. Tong and the Company. Incorporated by reference from the Company’s Current Report on Form 8-K filed with the SEC on October 10, 2017. 10.40 Fourth Addendum, dated May 14, 2018, to Asset Purchase Agreement between SG Austria Pte. Ltd. and the Company. Incorporated by reference from the Company’s Current Report on Form 8-K filed with the SEC on May 15, 2018. 10.41 Third Amendment, dated May 14, 2018, to Licensing Agreement, dated December 1, 2014, between Austrianova Singapore Pte. Ltd and the Company. Incorporated by reference from the Company’s Current Report on Form 8-K filed with the SEC on May 15, 2018. 10.42 Second Amendment, dated May 14, 2018, to the Licensing Agreement, dated June 25, 2013, between Austrianova Singapore Pte. Ltd and the Company. Incorporated by reference from the Company’s Current Report on Form 8-K filed with the SEC on May 15, 2018. 10.43† Amendment No. 3 , dated as of October 14, 2020, to Executive Compensation Agreement between Gerald W. Crabtree and the Company. Incorporated by reference from the Company’s Current Report on Form 8-K filed with the SEC on October 16, 2020. 116 14.1 PharmaCyte Biotech, Inc. Code of Business Conduct and Ethics. Incorporated by reference from the Company’s Current Report on Form 8-K filed with the SEC on September 25, 2014. 15(a)(2) Schedule II - Valuation and Qualifying Accounts for the Years Ended April 30, 2021 and 2020. Incorporated by reference to page F-27 of the financial statements included herewith. 21.1 List of Subsidiaries. Filed herewith. 23.1 Consent of Armanino LLP. Filed herewith. 31.1 Certification of Chief Executive Officer (Principal Executive Officer) pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under Sarbanes-Oxley Act of 1934, as amended. Filed herewith. 31.2 Certification of Chief Financial Officer (Principal Financial and Principal Accounting Officer) pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under Sarbanes-Oxley Act of 1934, as amended. Filed herewith. 32.1 Certification of Chief Executive Officer (Principal Executive Officer) pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Furnished herewith. 32.2 Certification of Chief Financial Officer (Principal Financial and Principal Accounting Officer) pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Furnished herewith. 101 Interactive Data Files for PharmaCyte Biotech, Inc. Form 10-K for the period ended April 30, 2021. Submitted herewith. † A contract, compensatory plan or arrangement to which a director or executive officer is a party or in which one or more directors or executive officers are eligible to participate. Financial Statements Schedule: The following financial statement schedule is set forth on page F-27 of this Report: Schedule II — Valuation and Qualifying Accounts for the years ended April 30, 2021 and 2020. All other schedules are omitted because they are not required, not applicable or the information is provided in the financial statements or notes thereto. ITEM 16. FORM 10-K SUMMARY None. 117 SIGNATURES Pursuant to the requirements of the Securities Exchange Act the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. PharmaCyte Biotech, Inc. August 9, 2021 By: /s/ Kenneth L. Waggoner Kenneth L. Waggoner Chief Executive Officer (Duly Authorized Officer and Principal Executive Officer) August 9, 2021 By: /s/ Carlos A Trujillo Carlos A. Trujillo Chief Financial Officer (Duly Authorized Officer and Principal Financial and Accounting Officer) Pursuant to the requirements of the Exchange Act, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. August 9, 2021 By: /s/ Kenneth L. Waggoner Kenneth L. Waggoner Chief Executive Officer, Chairman of the Board and Director (Principal Executive Officer) August 9, 2021 By: /s/ Carlos A. Trujillo Chief Financial Officer and Director (Principal Financial and Accounting Officer) August 9, 2021 By: /s/ Gerald W. Crabtree Gerald W. Crabtree, Director August 9, 2021 By: /s/ Thomas Liquard Thomas Liquard, Director August 9, 2021 By: /s/ Thomas C.K. Yuen Thomas C.K. Yuen, Director August 9, 2021 By: /s/ Raymond C.F. Tong Raymond C.F. Tong, Director August 9, 2021 By: /s/ Michael M. Abecassis Michael M. Abecassis, Director 118 SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT The registrant has not sent to its security holders any annual report covering the registrant’s fiscal year ended April 30, 2021. 119 PHARMACYTE BIOTECH, INC. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA CONTENTS Report of Independent Registered Public Accounting Firm F-2 Consolidated Balance Sheets as of April 30, 2021 and 2020 F-4 Consolidated Statements of Operations for the Years Ended April 30, 2021 and 2020 F-5 Consolidated Statements of Comprehensive Loss for the Years Ended April 30, 2021 and 2020 F-6 Consolidated Statements of Stockholders’ Equity for the Years Ended April 30, 2021 and 2020 F-7 Consolidated Statements of Cash Flows for the Years Ended April 30, 2021 and 2020 F-8 Notes to Consolidated Financial Statements F-9 Financial Statement Schedule II - Valuation and Qualifying Accounts F-28 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors and Stockholders of PharmaCyte Biotech, Inc. Laguna Hills, California Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of PharmaCyte Biotech, Inc. and subsidiaries (collectively the "Company") as of April 30, 2021 and 2020, and the related consolidated statements of operations, comprehensive loss, stockholders' equity, and cash flows for each of the two years in the period ended April 30, 2021, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of April 30, 2021 and 2020, and the related consolidated results of its operations and cash flows for each of the two years in the period ended April 30, 2021, in conformity with U.S. generally accepted accounting principles. In addition, in our opinion, the consolidated financial statement schedules listed in the accompanying index presents fairly, in all material respects, the information set form therein when read in conjunction with the related consolidated financial statements. Basis for Opinions The Company's management is responsible for these consolidated financial statements and consolidated financial statement schedules. Our responsibility is to express an opinion on the Company's consolidated financial statements and on the consolidated financial statement schedules based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements and consolidated financial statement schedules are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements and consolidated financial statement schedules, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below arises from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates. F- 2 Going Concern — Refer to Note 2 to the Consolidated Financial Statements Critical Audit Matter Description As disclosed in the consolidated financial statements, the Company prepared the consolidated financial statements assuming that the Company will continue as a going concern and conditions raise substantial doubt about the Company’s ability to do so. Since inception, the Company has a significant accumulated deficit and has experienced significant losses and incurred negative cash flows from operations. The Company requires substantial additional capital to finance its planned business operations and expects to continue incurring operating losses for the foreseeable future. Management determined that its plans to raise capital alleviate substantial doubt about the Company’s ability to continue as a going concern. We identified the evaluation of going concern as a critical audit matter due to significant judgment exercised by the Company in (a) preparing its forecast of cash expenditures to support the Company’s drug research and development, (b) determining whether management’s plans alleviate substantial doubt, and (c) providing complete and accurate disclosures related to the Company’s assessment of going concern. Given these factors, the related audit effort in evaluating management’s judgments was extensive and required a high degree of auditor judgment. How the Critical Audit Matter Was Addressed in the Audit Our principal audit procedures related to this critical audit matter included the following: · We tested the completeness and accuracy of underlying data used in the forecast of expenditures including consideration of current and past expenditures in evaluating the forecasted fixed and variable costs. · We assessed management’s key assumptions and reasonableness in forecasting cash expenditures by performing a retrospective review of historical forecasts and comparing information related to the Company’s anticipated clinical trials to management’s assumptions. · We evaluated assumptions used by the Company in determining whether management’s plans alleviate substantial doubt by assessing the likelihood the Company will raise funds from a public stock offering and other sources. · We evaluated the adequacy of management’s disclosure in the consolidated financial statements regarding going concern by comparing to other audit evidence obtained to determine whether such information is consistent with the Company’s going concern disclosure. /s/ Armanino LLP San Jose, California August 9, 2021 We have served as the Company's auditor since 2015. F- 3 PHARMACYTE BIOTECH, INC. CONSOLIDATED BALANCE SHEETS April 30, 2021 2020 ASSETS Current assets: Cash $ 2,202,106 $ 894,861 Prepaid expenses and other current assets 73,131 142,785 Total current assets 2,275,237 1,037,646 Other assets: Intangible assets 3,549,427 3,549,427 Investment in SG Austria 1,572,193 1,572,193 Other assets 7,372 7,372 Total other assets 5,128,992 5,128,992 Total Assets $ 7,404,229 $ 6,166,638 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 172,261 $ 185,842 Accrued expenses 552,517 816,638 Current portion of Small Business Administration – Paycheck Protection Program loan – 28,918 Total current liabilities 724,778 1,031,398 Long-term liabilities, less current portion: Small Business Administration – Paycheck Protection Program loan – 46,282 Total Liabilities 724,778 1,077,680 Commitments and Contingencies (Notes 7 and 9) Stockholders' equity: Common stock, authorized: 1,660,000 shares, $0.0001 par value; 1,590,084 and 1,092,425 shares issued and outstanding as of April 30, 2021 and 2020, respectively 159 109 Additional paid-in capital 114,109,169 108,968,817 Accumulated deficit (107,409,495 ) (103,858,259 ) Accumulated other comprehensive loss (20,382 ) (21,709 ) Total stockholders' equity 6,679,451 5,088,958 Total Liabilities and Stockholders' Equity $ 7,404,229 $ 6,166,638 The accompanying notes are an integral part of these consolidated financial statements. F- 4 PHARMACYTE BIOTECH, INC. CONSOLIDATED STATEMENTS OF OPERATIONS Years Ended April 30, 2021 2020 Revenue $ – $ – Operating expenses: Research and development costs 916,249 301,221 Compensation expense 1,429,150 1,586,583 Director fees 273,230 316,892 Legal and professional 586,207 459,146 General and administrative 418,145 1,162,553 Total operating expenses 3,622,981 3,826,395 Loss from operations (3,622,981 ) (3,826,395 ) Other income (expense): Gain on forgiveness of Paycheck Protection Program loan 75,979 – Interest expense (3,046 ) (453 ) Other income (expense), net (1,188 ) (40 ) Total other income (expense), net 71,745 (493 ) Net loss $ (3,551,236 ) $ (3,826,888 ) Basic and diluted loss per share $ (2.45 ) $ (4.23 ) Weighted average shares outstanding basic and diluted 1,448,285 903,812 The accompanying notes are an integral part of these consolidated financial statements. F- 5 PHARMACYTE BIOTECH, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS Years Ended April 30, 2021 2020 Net loss $ (3,551,236 ) $ (3,826,888 ) Other comprehensive loss: Foreign currency translation adjustments 1,327 (7,867 ) Other comprehensive income (loss) 1,327 (7,867 ) Comprehensive loss $ (3,549,909 ) $ (3,834,755 ) The accompanying notes are an integral part of these consolidated financial statements. F- 6 PHARMACYTE BIOTECH, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY YEARS ENDED APRIL 30, 2021 AND 2020 Common Stock Paid-in Accumulated Accumulated Other Comprehensive Total Stockholders’ Shares Amount Capital Deficit Loss Equity Balance, April 30, 2019 790,670 $ 79 $ 105,084,679 $ (100,031,371 ) $ (13,842 ) $ 5,039,545 Shares issued for compensation 4,400 – 368,650 – – 368,650 Shares issued for services 6,467 1 473,140 – – 473,141 Shares issued for cash, net of issuance costs of $202,000 290,888 29 2,662,971 – – 2,663,000 Stock-based compensation - options – – 379,377 – – 379,377 Foreign currency translation adjustment – – – – (7,867 ) (7,867 ) Net loss – – – (3,826,888 ) – (3,826,888 ) Balance, April 30, 2020 1,092,425 109 108,968,817 (103,858,259 ) (21,709 ) 5,088,958 Shares issued for compensation 4,400 – 194,261 – – 194,261 Shares issued for services 2,333 – 70,326 – – 70,326 Shares issued for cash, net of issuance costs of $472,300 461,782 47 4,699,200 – – 4,699,247 Shares issued for warrant exercises 29,144 3 (3 ) – Stock-based compensation - options – – 176,568 – – 176,568 Foreign currency translation adjustments – – – – 1,327 1,327 Net loss – – – (3,551,236 ) – (3,551,236 ) Balance, April 30, 2021 1,590,084 $ 159 $ 114,109,169 $ (107,409,495 ) $ (20,382 ) $ 6,679,451 The accompanying notes are an integral part of these consolidated financial statements. F- 7 PHARMACYTE BIOTECH, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS Years Ended April 30, 2021 2020 Cash flows from operating activities: Net loss $ (3,551,236 ) $ (3,826,888 ) Adjustments to reconcile net loss to net cash used in operating activities: Gain on forgiveness of Paycheck Protection Program loan (75,200 ) – Stock issued for services 70,326 473,141 Stock issued for compensation 194,261 368,650 Stock-based compensation - options 176,568 379,377 Change in operating assets and liabilities: (Increase) decrease in prepaid expenses and other current assets 69,653 (4,636 ) Increase (decrease) in accounts payable (13,581 ) 63,958 Increase (decrease) in accrued expenses (201,680 ) 208,025 Net cash used in operating activities (3,330,889 ) (2,338,373 ) Cash flows from investing activities: Net cash used in investing activities – – Cash flows from financing activities: Proceeds from sale of Series A Preferred stock – 1 Repurchase of Series A Preferred stock – (1 ) Use of funds for payment of insurance financing loan (62,440 ) (12,352 ) Proceeds from Small Business Administration – Paycheck Protection Program – 75,200 Proceeds from sale of common stock, net of issuance costs 4,699,247 2,663,000 Net cash provided by financing activities 4,636,807 2,725,848 Effect of currency rate exchange on cash 1,327 (7,867 ) Net increase in cash 1,307,245 379,608 Cash at beginning of the year 894,861 515,253 Cash at end of the year $ 2,202,106 $ 894,861 Supplemental disclosure of cash flows information: Cash paid during the year for income taxes $ 800 $ 800 Cash paid during the year for interest expense $ 2,267 453 The accompanying notes are an integral part of these consolidated financial statements. F- 8 PHARMACYTE BIOTECH, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 – NATURE OF BUSINESS PharmaCyte Biotech, Inc. (“Company”) is a biotechnology company focused on developing cellular therapies for cancer and diabetes based upon a proprietary cellulose-based live cell encapsulation technology known as “Cell-in-a-Box ® .” The Cell-in-a-Box ® technology is intended to be used as a platform upon which therapies for several types of cancer, including locally advanced, inoperable, pancreatic cancer (“LAPC”), and Type 1 and insulin dependent Type 2 diabetes will be developed. The Company is developing therapies for pancreatic and other solid cancerous tumors by using genetically engineered live human cells that it believes are capable of converting a cancer prodrug into its cancer-killing form, encapsulating those cells using the Cell-in-a-Box ® technology and placing those capsules in the body as close as possible to the tumor. The Company believes that when the cancer prodrug is administered to a patient with a particular type of cancer that may be affected by the prodrug, the killing of the patient’s tumor may be optimized. The Company is also examining ways to exploit the benefits of the Cell-in-a-Box ® technology to develop therapies for cancer that involve prodrugs based upon certain constituents of the Cannabis plant; these constituents are of the class of compounds known as “cannabinoids”. Until: (i) the FDA allows the Company to commence a clinical trial in LAPC described in the IND upon which the FDA has placed a clinical hold, (ii) the Company validates the Cell-in-a-Box ® encapsulation technology in our planned Phase 2b clinical trial in LAPC and (iii) the availability of sufficient additional funding, the Company will not be spending any further resources developing this program. In addition, the Company is developing a therapy to delay the production and accumulation of malignant ascites fluid that results from many types of abdominal cancerous tumors. Malignant ascites fluid is secreted by abdominal cancerous tumors into the abdomen after the tumors have reached a certain stage of growth. This fluid contains cancer cells that can seed and form new tumors throughout the abdomen. This fluid accumulates in the abdominal cavity, causing swelling of the abdomen, severe breathing difficulties and extreme pain. The Company is using its therapy for pancreatic cancer to determine if it can prevent or delay the production and accumulation of malignant ascites fluid. As with the Company’s Cannabis program, until (i) the FDA allows the Company to commence a clinical trial in LAPC described in the IND upon which the FDA has placed a clinical hold, (ii) the Company validates the Cell-in-a-Box ® encapsulation technology in our planned Phase 2b clinical trial in LAPC and (iii) the availability of sufficient additional funding, the Company will not be spending any further resources developing this program. The Company is also developing a therapy for Type 1 diabetes and insulin-dependent Type 2 diabetes. The Company’s diabetes therapy consists of encapsulated genetically modified insulin-producing cells. The encapsulation will be done using the Cell-in-a-Box ® technology. Implanting these cells in the body is designed to function as a bio-artificial pancreas for purposes of insulin production. As with the two previous programs, the Company is not spending any further resources developing this program until (i) the FDA allows the Company to commence a clinical trial in LAPC described in the IND upon which the FDA has placed a clinical hold, (ii) the Company validates the Cell-in-a-Box ® encapsulation technology in our planned Phase 2b clinical trial in LAPC and (iii) the availability of sufficient additional funding, the Company will not be spending any further resources developing this program. Finally, the Company had licensed (“Hai Kang License Agreement”) from Hai Kang Life Corporation (“Hai Kang”) the right to certain technology owned or controlled by Hai Kang related to SARS-Cov2 COVID-19 diagnostic kits (“Kits”). On November 19, 2020, the Company terminated the Hai Kang License Agreement. Clinical Hold On September 1, 2020, the Company submitted an IND to the FDA for a planned Phase 2b clinical trial in LAPC. Shortly thereafter, the Company received Information Requests from the FDA related to the IND. The Company timely responded to all information requests. On October 1, 2020, the Company received notice that the FDA had placed the IND on clinical hold. F- 9 On October 30, 2020, the FDA sent a letter to the Company setting forth the reasons for the clinical hold and specific guidance on what the Company must do to have the clinical hold lifted. In order to lift the clinical hold, the FDA has informed the Company that it needs to conduct several additional preclinical studies. The FDA also requested additional information regarding several topics, including sequencing data, manufacturing information and product release specifications. In addition, the FDA requested that several items not related to the clinical hold be addressed through the submission of an IND amendment. Specifically, the FDA requested that the Company perform qualification studies for the drug substance filling step to ensure that the product remains sterile and stable during the filling process. The FDA also requested additional information, discussion and clarification on several other topics. Since October 30, 2020, there has been no further communication with the FDA regarding the clinical hold. The Company has assembled a scientific team to address the FDA requests related to the clinical hold. That team is working through an extensive list of items that the FDA requested. Among other things, the Company has successfully completed a 9-month product stability study, commenced physical parameter testing for CypCaps™ and commenced additional studies for the sequence of DNA encoding of its encapsulated cells. The Company has also designed the biocompatibility tests for cytotoxicity, sensitization, irritation, acute systemic toxicity, material-mediated pyrogenicity, subacute/subchronic toxicity, genotoxicity and implantation. In addition, the Company has begun a compression and swelling study of CypCaps™, designed a study to determine if CypCaps™ are adversely affected by contrast medium and designed a study to show the catheters used to implant CypCaps™ do not adversely impact the encapsulated cells. Impact of the COVID-19 Pandemic on the Company’s Operations The coronavirus SARS-Cov2 pandemic (“COVID-19”) is causing significant, industry-wide delays in clinical trials. Although the Company is not yet in a clinical trial, the Company has filed an IND with the FDA to commence a clinical trial in LAPC. While the IND has been placed on clinical hold by the FDA, the Company has assessed the impact of COVID-19 on its operations. Currently, many clinical trials are being delayed due to COVID-19. There are numerous reasons for these delays. For example, patients have shown a reluctance to enroll or continue in a clinical trial due to fear of exposure to COVID-19 when they are in a hospital or doctor’s office. There are local, regional and state-wide orders and regulations restricting usual normal activity by people. These discourage and interfere with patient visits to a doctor’s office if the visit is not COVID-19 related. Healthcare providers and health systems are shifting their resources away from clinical trials toward the care of COVID-19 patients. The FDA and other healthcare providers are making product candidates for the treatment of COVID-19 a priority over product candidates unrelated to COVID-19. As of the date of the accompanying consolidated financial statements and related footnotes on Form 10-K (“Report”), the COVID-19 pandemic has had an impact upon the Company’s operations, although the Company believes that impact is not material. The impact primarily relates to delays in tasks associated with the preparation of the Company’s responses to the clinical hold, including all requested preclinical studies. There may be further delays in generating responses to the requests from the FDA related to the clinical hold. As a result of the COVID-19 pandemic, commencement of the Company’s planned clinical trial to treat LAPC may be delayed beyond the lifting of the clinical hold should that occur. Also, enrollment may be difficult for the reasons discussed above. In addition, after enrollment in the trial, if patients contract COVID-19 during their participation in the trial or are subject to isolation or shelter in place restrictions, this may cause them to drop out of our clinical trial, miss scheduled therapy appointments or follow-up visits or otherwise fail to follow the clinical trial protocol. If patients are unable to follow the clinical trial protocol or if the trial results are otherwise affected by the consequences of the COVID-19 pandemic on patient participation or actions taken to mitigate COVID-19 spread, the integrity of data from the clinical trial may be compromised or not be accepted by the FDA. This could further adversely impact or delay the Company’s clinical development program. F- 10 It is highly speculative in projecting the effects of COVID-19 on the Company’s clinical development program and the Company generally. The effects of COVID-19 quickly and dramatically change over time. Its evolution is difficult to predict, and no one is able to say with certainty when the pandemic will subside. Company Background The Company is a Nevada corporation incorporated in 1996. In 2013, the Company restructured its operations to focus on biotechnology. The restructuring resulted in the Company focusing all its efforts upon the development of a novel, effective and safe way to treat cancer and diabetes. In January 2015, the Company changed its name from Nuvilex, Inc. to PharmaCyte Biotech, Inc. to reflect the nature of its current business. Reverse Stock Split Effective July 12, 2021, pursuant to the approval by the Board of Directors, the Company filed with the Secretary of State of Nevada a Certificate of Change to the Articles of Incorporation, to effect a 1-for-1,500 reverse stock split of the Company’s common stock. The reverse stock split decreased the number of authorized shares of common stock as of April 30, 2021, to 1,660,000 shares, with a par value of $0.0001 per share. Except as otherwise indicated, all share and per share information in the accompanying consolidated financial statements and related footnotes gives effect to the reverse stock split of the Company common stock. NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation and Basis of Presentation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. The Company operates independently and through four wholly owned subsidiaries: (i) Bio Blue Bird; (ii) PharmaCyte Biotech Europe Limited; (iii) PharmaCyte Biotech Australia Pty. Ltd.; and (iv) Viridis Biotech, Inc. and are prepared in accordance with U.S. GAAP and the rules and regulations of the Commission. Upon consolidation, intercompany balances and transactions are eliminated. The Company’s 14.5% investment in SG Austria is presented on the cost method of accounting. Use of Estimates in the Preparation of Financial Statements The preparation of financial statements in accordance with U.S. GAAP requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published and the reported amounts of revenues and expenses during the reporting period. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of the Company’s consolidated financial statements; accordingly, it is possible that the actual results could differ from these estimates and assumptions, which could have a material effect on the reported amounts of the Company’s consolidated financial position and results of operations. The severity, magnitude and duration, as well as the economic consequences of the COVID-19 pandemic, are uncertain, rapidly changing and difficult to predict. Therefore, the Company’s accounting estimates and assumptions may change over time in response to the COVID-19 pandemic and may change materially in future periods. Intangible Assets The Financial Accounting Standards Board ("FASB") standard on goodwill and other intangible assets prescribes a two-step process for impairment testing of goodwill and indefinite-lived intangibles, which is performed annually, as well as when an event triggering impairment may have occurred. The first step tests for impairment, while the second step, if necessary, measures the impairment. The Company has elected to perform its annual analysis at the end of its reporting year. The Company’s intangible assets are licensing agreements related to the Cell-in-a-Box ® technology for $1,549,427 and diabetes license for $2,000,000 for an aggregate total of $3,549,427. F- 11 These intangible assets have an indefinite life; therefore, they are not amortizable. The Company concluded that there was no impairment of the carrying value of the intangible assets for the years ended April 30, 2021 and 2020. Impairment of Long-Lived Assets The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be fully recoverable. If the estimated future cash flows (undiscounted and without interest charges) from the use of an asset are less than carrying value, a write-down would be recorded to reduce the related asset to its estimated fair value. No impairment was identified or recorded during the years ended April 30, 2021 and 2020. Fair Value of Financial Instruments For certain of the Company’s non-derivative financial instruments, including cash, accounts payable and accrued expenses, the carrying amount approximates fair value due to the short-term maturities of these instruments. Accounting Standards Codification ("ASC") Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the consolidated balance sheets for current liabilities qualify as financial instruments and are a reasonable estimate of their fair values because of the short period between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows: • Level 1. Observable inputs such as quoted prices in active markets; • Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and • Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. Income Taxes Deferred taxes are calculated using the liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. A valuation allowance is provided for deferred income tax assets when, in management’s judgment, based upon currently available information and other factors, it is more likely than not that all or a portion of such deferred income tax assets will not be realized. The determination of the need for a valuation allowance is based on an on-going evaluation of current information including, among other things, historical operating results, estimates of future earnings in different taxing jurisdictions and the expected timing of the reversals of temporary differences. The Company believes the determination to record a valuation allowance to reduce a deferred income tax asset is a significant accounting estimate because it is based on, among other things, an estimate of future taxable income in the U.S. and certain other jurisdictions, which is susceptible to change and may or may not occur, and because the impact of adjusting a valuation allowance may be material. In determining when to release the valuation allowance established against the Company’s net deferred income tax assets, the Company considers all available evidence, both positive and negative. Consistent with the Company’s policy, and because of the Company’s history of operating losses, the Company does not currently recognize the benefit of all its deferred tax assets, including tax loss carry forwards, which may be used to offset future taxable income. The Company continually assesses its ability to generate sufficient taxable income during future periods in which deferred tax assets may be realized. When the Company believes it is more likely than not that it will recover its deferred tax assets, the Company will reverse the valuation allowance as an income tax benefit in the statements of operations. F- 12 The U.S. GAAP method of accounting for uncertain tax positions utilizes a two-step approach to evaluate tax positions. Step one, recognition, requires evaluation of the tax position to determine if based solely on technical merits it is more likely than not to be sustained upon examination. Step two, measurement, is addressed only if a position is more likely than not to be sustained. In step two, the tax benefit is measured as the largest amount of benefit, determined on a cumulative probability basis, which is more likely than not to be realized upon ultimate settlement with tax authorities. If a position does not meet the more likely than not threshold for recognition in step one, no benefit is recorded until the first subsequent period in which the more likely than not standard is met, the issue is resolved with the taxing authorities or the statute of limitations expires. Positions previously recognized are derecognized when the Company subsequently determines the position no longer is more likely than not to be sustained. Evaluation of tax positions, their technical merits and measurements using cumulative probability are highly subjective management estimates. Actual results could differ materially from these estimates. On March 27, 2020, Congress enacted the Coronavirus Aid, Relief and Economic Security ("CARES") Act to provide certain relief as a result of the Coronavirus Disease 2019 outbreak. The Company maintains a full valuation allowance on its U.S. net deferred tax assets. Deferred tax asset remeasurement (tax expense) was offset by a net decrease in valuation allowance, that resulted in no impact on the Company's income tax expense. Therefore, the Company does not expect the provisions in the CARES Act will impact the Company’s consolidated financial statements. On March 11, 2021, Congress enacted the American Rescue Plan Act of 2021, the Company does not expect the provisions of this act will impact the Company’s consolidated financial statements. Research and Development R&D expenses consist of costs incurred for direct and overhead-related research expenses and are expensed as incurred. Costs to acquire technologies, including licenses, that are utilized in research and development and that have no alternative future use are expensed when incurred. Technology developed for use in the Company’s product candidates is expensed as incurred until technological feasibility has been established. R&D costs for the years ended April 30, 2021 and 2020 were $916,249 and $301,221, respectively. Stock-Based Compensation The Company recognizes stock-based compensation expense for only those awards ultimately expected to vest on a straight-line basis over the requisite service period of the award. The Company estimates the fair value of stock options using a Black-Scholes-Merton valuation model. This model requires the input of highly subjective assumptions, including the option's expected term and stock price volatility. In addition, judgment is also required in estimating the number of stock-based awards that are expected to be forfeited. Forfeitures are estimated based on historical experience at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The assumptions used in calculating the fair value of share-based payment awards represent management's best estimates, but these estimates involve inherent uncertainties and the application of management's judgment. Thus, if factors change and the Company uses different assumptions, the stock-based compensation expense could be materially different in the future. Concentration of Credit Risk The Company has no significant off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements. The Company maintains most of its cash balance at a financial institution located in California. Accounts at this institution are insured by the Federal Deposit Insurance Corporation up to $250,000. Uninsured balances aggregated approximately $1,921,000 and $618,000 at April 30, 2021 and 2020, respectively. The Company has not experienced any losses in such accounts. Management believes it is not exposed to any significant credit risk on cash. Foreign Currency Translation The Company translates the financial statements of its foreign subsidiaries from the local (functional) currencies to U.S. dollars in accordance with FASB ASC 830, Foreign Currency Matters . All assets and liabilities of the Company’s foreign subsidiaries are translated at year-end exchange rates, while revenue and expenses are translated at average exchange rates prevailing during the year. Adjustments for foreign currency translation fluctuations are excluded from net loss and are included in other comprehensive income (loss). Gains and losses on short-term intercompany foreign currency transactions are recognized as incurred. F- 13 Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern; however, the following conditions raise substantial doubt about the Company's ability to do so. As of April 30, 2021, the Company has an accumulated deficit of $107,409,495 and incurred a net loss for year ended April 30, 2021 of $3,551,236. The Company requires substantial additional capital to finance its planned business operations and expects to incur operating losses in future periods due to the expenses related to the Company’s core businesses. The Company has not realized any revenue since it commenced doing business in the biotechnology sector, and there can be no assurance that it will be successful in generating revenues in the future in this sector. The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. On April 5, 2021, and with an effective date of April 15, 2021, the Company filed the third Registration Statement on Form S-3 (“Third S-3”). The Third S-3 allows offerings of up to $100 million in transactions that are deemed to be public offerings. On April 26, 2021, the Company entered into an engagement letter with H.C. Wainwright & Co., LLC, as underwriter, with respect to securities to be offered in a public offering. On August 9, 2021, the Company entered into an underwriting agreement with H.C. Wainwright & Co, LLC to offer and sell shares of common stock, pre-funded warrants and warrants in a public offering. The gross proceeds of the offering are expected to be $15 million, before deduction of underwriting discounts, commissions and estimated offering expenses. See Note 13 - Subsequent Events. Management determined that these plans alleviate substantial doubt about the Company’s ability to continue as a going concern. The Company believes the cash on hand at April 30, 2021, the potential sales of registered and unregistered shares of its common stock and the proceeds of the offering led by H.C. Wainwright & Co., LLC will provide sufficient capital to meet the Company’s capital requirements and to fund the Company’s operations through August 31, 2022. Recent Accounting Pronouncements ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"), was issued in June 2016. Under ASU 2016-13, existing guidance on reporting credit losses for trade and other receivables and available for sale debt securities will be replaced with a new forward-looking "expected loss" model that generally will result in the earlier recognition of allowances for losses. The Company’s adoption of ASU 2016-13 during the quarter ended July 31, 2020 did not result in an impact on the Company’s consolidated financial statements. As part of the Company’s continuing assessment of the adequacy of ASU 2016-13, there are no factors to be considered at this time since the Company does not have an allowance for credit losses. ASU No. 2019-12, Simplifying the Accounting for Income Taxes ("ASU 2019-12"), was issued in December 2019. Under ASU 2019-12, the accounting for income taxes is simplified by eliminating certain exceptions and implementing additional requirements which result in a more consistent application of ASC 740. The Company is currently in the process of evaluating the impact of adopting ASU 2019-12 in 2021 but it does not expect it to have a material impact on the Company’s consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”) and also issued subsequent amendments to the initial guidance (collectively, “Topic 848”). Topic 848 is effective for all entities as of March 12, 2020 through December 31, 2022 and provides optional guidance for contract modifications and certain hedging relationships associated with the transition from reference rates that are expected to be discontinued. The Company will adopt Topic 848 when relevant contracts are modified upon transition to alternative reference rates. The Company does not expect the adoption of Topic 848 to have a material impact on the Company’s consolidated financial statements. F- 14 NOTE 3 – ACCRUED EXPENSES Accrued expenses at April 30, 2021 and 2020 are summarized below: 2021 2020 Payroll related costs $ 490,904 $ 435,577 Director and Officer insurance financing 50,805 113,245 Other 10,808 267,816 Total $ 552,517 $ 816,638 The Company financed the Director and Officer insurance policy. The term of the policy is from March 8, 2021 through September 8, 2021. The financing agreement has an interest rate of 4.85% per annum and requires eight monthly payments of $12,829. The unpaid balances as of April 30, 2021 and 2020 of $50,805 and $113,245, respectively, are included in accrued expenses. NOTE 4 – SMALL BUSINESS ADMINISTRATION – PAYCHECK PROTECTION PROGRAM On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was enacted to provide financial aid to family and businesses impacted by the COVID-19 pandemic. The Company participated in the CARES Act, and on April 15, 2020, the Company entered into a note payable with a bank under the Small Business Administration (“SBA”), Paycheck Protection Program (“PPP”) in the amount of $75,200. This PPP loan matures on April 15, 2022 with a fixed interest rate of 1% per annum with interest deferred for six months. The PPP loan has an initial term of two years, is unsecured and guaranteed by the SBA. Under the terms of the PPP loan, the Company may apply for forgiveness of the amount due on the PPP loan. The Company used the proceeds from the PPP loan for qualifying expenses as defined in the PPP. The Company applied for forgiveness of the PPP loan in accordance with the terms of the Cares Act. The SBA issued a notice of PPP loan forgiveness with an effective date of April 28, 2021, forgiving the entire principal of $75,200 and the accrued interest of $779. The Company is recognizing the forgiveness of the PPP loan and accrued interest as Gain on forgiveness of Paycheck Protection Program loan in the accompanying consolidated statements of operations. NOTE 5 – COMMON STOCK TRANSACTIONS A summary of the Company’s compensatory stock activity and related weighted average grant date fair value information for the years ended April 30, 2021 and 2020 are as follows: During the year ended April 30, 2019, the Company issued 2,967 shares of common stock to four consultants. The shares vest monthly over a twelve-month period and are subject to the consultants providing services under the agreements. The Company recorded a non-cash consulting expense in the amount of $0 and $24,726 for the years ended April 30, 2021 and 2020, respectively. There were zero unvested shares as of April 30, 2021 and 2020, respectively. In January 2019, the Company awarded 4,400 shares of common stock to officers as part of their compensation agreements for 2019. These shares vest monthly over a twelve-month period and are subject to them continuing service under the agreements. During the years ended April 30, 2021 and 2020, the Company recorded a non-cash compensation expense in the amount of $0 and $278,891, respectively. There were zero unvested shares as of April 30, 2021 and 2020, respectively. During the year ended April 30, 2020, four non-employee members of the Board were issued 1,333 shares of common stock pursuant to their respective Director Letter Agreement (“DLAs”) and relating to their services for the prior year. The shares were fully vested upon issuance. The Company recorded a non-cash expense of $0 and $19,212 for the years ended April 30, 2021 and 2020, respectively. There were zero unvested shares of common stock remaining related to these DLAs as of April 30, 2021 and 2020, respectively. F- 15 During the year ended April 30, 2020, a consultant was issued 1,667 shares of common stock in respect of his services as the Chairman of the Company’s Medical and Scientific Advisory Board over a five-year period vested upon issuance are subject to the consultant providing services to the Company. The Company recorded a non-cash consulting expense in the amount of $0 and $22,584 for the years ended April 30, 2021 and 2020, respectively. There were zero unvested shares remaining related to his compensation agreements as of April 30, 2021 and 2020, respectively. During the year ended April 30, 2020, the four non-employee members of the Board were issued 1,333 shares of common stock pursuant to their DLAs in respect of their service during that year. The shares were fully vested upon issuance. The Company recorded a non-cash expense of $0 and $65,339 for the years ended April 30, 2021 and 2020, respectively. There were zero unvested shares remaining related to a DLA as of April 30, 2021 and 2020, respectively. During the year ended April 30, 2020, five consultants were issued 2,133 shares of restricted common stock pursuant to their respective consulting agreement with the Company. The terms of the agreements are for twelve months. The share issuances covered current and prior years. The shares vest monthly over a twelve-month period and are subject to the consultants providing services under the consultant’s respective consulting agreement. The Company recorded a non-cash consulting expense in the amount of $0 and $108,575 for the years ended April 30, 2021 and 2020, respectively. There were zero and 133 unvested shares remaining related to these consulting agreements as of April 30, 2021 and 2020, respectively. In January 2020, the Company awarded 4,400 shares of common stock to the executive officers of the Company as part of their compensation agreements for 2020. These shares vest monthly over a twelve-month period and are subject to them continuing service under the agreements. During the years ended April 30, 2021 and 2020, the Company recorded a non-cash compensation expense in the amount of $179,521 and $89,759, respectively. There were zero and 2,933 unvested shares as of April 30, 2021 and 2020, respectively. During the year ended April 30, 2020, the Company entered into four stock subscription agreements resulting in the sale and issuance of 68,667 shares of restricted common stock. The Company received $515,000 from the sale of these shares. During the year ended April 30, 2021, four non-employee members of the Board were issued 1,333 shares of common stock pursuant to their DLAs in respect of their service during that year. The shares were fully vested upon issuance. The Company recorded a non-cash expense of $37,258 for the year ended April 30, 2021, respectively. There were zero unvested shares remaining related to such DLAs as of April 30, 2021. During the year ended April 30, 2021, four consultants were issued 667 shares of common stock pursuant to their consulting agreements with the Company. The shares vest monthly over a twelve-month period and are subject to the consultants continuing to provide services under their consulting agreements. The Company recorded a non-cash consulting expense in the amount of $20,225 for the year ended April 30, 2021. There were zero unvested shares remaining related to these consulting agreements as of April 30, 2021. During the year ended April 30, 2021, a consultant was issued 333 shares of common stock in respect of his services as the Chairman of the Company’s Medical and Scientific Advisory Board with vesting subject to the consultant continuing to provide services to the Company. The Company recorded a non-cash consulting expense in the amount of $4,958 for the year ended April 30, 2021. There were zero unvested shares remaining related to his compensation arrangement as of April 30, 2021. In January 2021, the Company awarded 4,400 shares of common stock to the executive officers of the Company as part of their compensation agreements for 2021. These shares vest monthly over a twelve-month period and are subject to the executive officers continuing to provide service under their compensation agreements. During the year ended April 30, 2021, the Company recorded a non-cash compensation expense in the amounts of $14,740. There were 2,933 unvested shares as of April 30, 2021. On March 1, 2021, the Company received notices of cashless exercises of 26 warrant agreements. The cashless exercises resulted in the issuance of 29,144 shares of restricted common stock. F- 16 All shares were issued without registration under the Securities Act in reliance upon the exemption afforded by Section 4(a)(2) of the Securities Act. On September 28, 2017, the Second S-3 was declared effective by the Commission for a public offering of up to $50 million on a “shelf offering” basis. During the years ended April 30, 2021 and 2020, the Company sold and issued approximately 462,000 and 222,000 shares of common stock, respectively, at prices ranging from approximately $15 to $45 per share. Net of underwriting discounts, legal, accounting and other offering expenses, the Company received proceeds of approximately $4.7 and $2.1 million from the sale of these shares for the years ended April 30, 2021 and 2020, respectively. A summary of the Company’s non-vested restricted stock activity and related weighted average grant date fair value information for the last two years ended April 30, 2021 are as follows: Shares Weighted Average Grant Date Fair Value Unvested, at April 30, 2019 3,067 74.50 Granted 10,867 75.98 Vested (10,867 ) 73.65 Forfeited – – Unvested, at April 30, 2020 3,067 82.76 Granted 6,733 17.01 Vested (6,867 ) 39.61 Forfeited – – Unvested, at April 30, 2021 2,933 $ 10.05 NOTE 6 – STOCK OPTIONS AND WARRANTS Stock Options As of April 30, 2021, the Company had 41,333 outstanding stock options to its directors and officers (collectively, “Employee Options”) and consultants (“Non-Employee Options”). During the years ended April 30, 2021 and 2020, the Company granted 7,333 and 7,333 Employee Options, respectively. The fair value of the Employee Options at the date of grant was estimated using the Black-Scholes-Merton option-pricing model, based on the following weighted average assumptions: Years Ended April 30, 2021 2020 Risk-free interest rate 0.4% 1.8% Expected volatility 97% 91% Expected lives (years) 2.7 2.7 Expected dividend yield 0.00% 0.00% F- 17 The Company’s computation of expected volatility is based on the historical daily volatility of its publicly traded stock. For stock option grants issued during the years ended April 30, 2021 and 2020, the Company used a calculated volatility for each grant. The Company lacks adequate information about the exercise behavior now and has determined the expected term assumption under the simplified method provided for under ASC 718, which averages the contractual term of the Company’s stock options of five years with the average vesting term of two and one-half years for an average of three years. The dividend yield assumption of zero is based upon the fact the Company has never paid cash dividends and presently has no intention of paying cash dividends. The risk-free interest rate used for each grant is equal to the U.S. Treasury rates in effect at the time of the grant for instruments with a similar expected life. During the years ended April 30, 2021 and 2020, the Company granted Non-Employee Options of zero and 800, respectively. The fair value of the Non-Employee Options was estimated using the Black-Scholes-Merton option-pricing model, based on the following weighted average assumptions: Years Ended April 30, 2021 2020 Risk-free interest rate – 1.6% Expected volatility – 90% Expected lives (years) – 5.0 Expected dividend yield – 0.00% Non-Employee Option grants that do not vest immediately upon grant are recorded as an expense over the vesting period. Effective August 1, 2018, the Company adopted ASU 2018-07 early using the modified retrospective transition approach. The Company determined there was no transition adjustment upon adoption of ASU 2018-07. A summary of the Company’s stock option activity and related information for the two years ended April 30, 2021 are shown below: Options Weighted Average Exercise Price Weighted Average Grant Date Fair Value per Share Outstanding, April 30, 2019 71,634 $ 160.91 $ 157.85 Issued 8,133 60.09 60.09 Forfeited (34,967 ) 225.73 216.74 Exercised – – – Outstanding, April 30, 2020 44,800 94.36 94.15 Issued 7,333 13.90 13.90 Forfeited (10,800 ) 94.81 93.90 Exercised – – – Outstanding, April 30, 2021 41,333 $ 79.97 $ 79.97 Exercisable, April 30, 2021 37,333 $ 87.46 $ – Vested and expected to vest 41,333 $ 79.97 $ – F- 18 A summary of the activity for unvested stock options during the years ended April 30, 2021 and 2020 is as follows: Options Weighted Average Grant Date Fair Value per Share Unvested, April 30, 2019 4,133 $ – Granted 8,133 60.09 Vested (8,133 ) – Forfeited – – Unvested, April 30, 2020 4,133 – Granted 7,334 13.90 Vested (7,467 ) – Forfeited – – Unvested, April 30, 2021 4,000 $ 10.05 The Company recorded $176,568 and $338,051 of stock-based compensation related to the issuance of Employee Options to certain officers and directors in exchange for services during the years ended April 30, 2021 and 2020, respectively. At April 30, 2021, there remained $25,562 of unrecognized compensation expense related to unvested Employee Options granted to officers and directors, to be recognized as expense over a weighted-average period of the remaining eight months in the calendar year. The unvested options vest at 500 shares per month and are expected to be fully vested on December 31, 2021. The Company recorded $0 and $41,326 of stock-based compensation related to the issuance of Non-Employee Options in exchange for services during the years ended April 30, 2021 and 2020, respectively. The following table summarizes the outstanding stock options by exercise price at April 30, 2021: Exercise Price Number of Options Outstanding Weighted Average Remaining Contractual Life (years) of Outstanding Options Weighted Average Exercisable Price Per Share Number of Options Exercisable Weighted Average Exercise Price of Exercisable Options $ 156.00 6,967 0.55 $ 156.00 6,967 $ 156.00 $ 87.00 1,634 0.88 $ 87.00 1,634 $ 87.00 $ 110.10 800 1.00 $ 110.10 800 $ 110.10 $ 109.35 1,200 1.19 $ 109.35 1,200 $ 109.35 $ 133.50 800 1.22 $ 133.50 800 $ 133.50 $ 82.95 333 0.72 $ 82.95 333 $ 82.95 $ 83.70 6,000 1.00 $ 83.70 6,000 $ 83.70 $ 80.10 800 2.35 $ 80.10 800 $ 80.10 $ 80.85 667 1.00 $ 80.85 667 $ 80.85 $ 102.45 333 1.08 $ 102.45 333 $ 102.45 $ 97.35 333 1.22 $ 97.35 333 $ 97.35 $ 74.25 6,000 1.73 $ 74.25 6,000 $ 74.25 $ 57.00 800 3.40 $ 57.00 800 $ 57.00 $ 60.60 667 1.50 $ 60.60 667 $ 60.60 $ 55.50 333 1.59 $ 55.50 333 $ 55.50 $ 51.00 333 1.72 $ 51.00 333 $ 51.00 $ 61.20 6,000 2.21 $ 61.20 6,000 $ 61.20 $ 36.00 667 2.00 $ 36.00 667 $ 36.00 $ 37.05 333 2.09 $ 37.05 333 $ 37.05 $ 15.75 333 2.22 $ 15.70 333 $ 15.70 $ 10.05 6,000 2.80 $ 10.05 2,000 $ 10.05 Total 41,333 1.58 $ 79.97 37,333 $ 87.46 F- 19 The aggregate intrinsic value of outstanding options as of April 30, 2021 was $36,600. This represents options whose exercise price was less than the closing fair market value of the Company’s common stock on April 30, 2021 of approximately $26.55 per share. Warrants The warrants issued by the Company are equity-classified. The fair value of the warrants was recorded as additional paid-in-capital, and no further adjustments are made. For stock warrants paid in consideration of services rendered by non-employees, the Company recognizes consulting expense in accordance with the requirements of ASC 505. Effective June 13, 2019 the Company issued a common stock purchase warrant to Aeon for a Block Trade. The Company issued a warrant to purchase 893 shares of common stock based upon a Block Trade pursuant to the engagement agreement with Aeon dated February 22, 2018. The Company classified these warrants as equity, and the warrants have a term of five years with an exercise price of approximately $15 per share. Using the Black-Scholes-Merton option pricing model, the Company determined the aggregate value of these warrants to be approximately $9,000. The warrants have a cashless exercise feature. Effective July 15, 2019 the Company issued a common stock purchase warrant to Aeon for a Block Trade. The Company issued a warrant to purchase 1,296 shares of common stock based upon a Block Trade pursuant to the engagement agreement with Aeon dated February 22, 2018. The Company classified these warrants as equity, and the warrants have a term of five years with an exercise price of approximately $15 per share. Using the Black-Scholes-Merton option pricing model, the Company determined the aggregate value of these warrants to be approximately $12,000. The warrants have a cashless exercise feature. Effective August 7, 2019 the Company issued a common stock purchase warrant to Aeon for a Block Trade. The Company issued a warrant to purchase 2,000 shares of common stock based upon a Block Trade pursuant to the engagement agreement with Aeon dated February 22, 2018. The Company classified these warrants as equity, and the warrants have a term of five years with an exercise price of approximately $15 per share. Using the Black-Scholes-Merton option pricing model, the Company determined the aggregate value of these warrants to be approximately $10,000. The warrants have a cashless exercise feature. Effective August 7, 2019 the Company issued a common stock purchase warrant to Aeon for a Block Trade. The Company issued a warrant to purchase 333 shares of common stock based upon a Block Trade pursuant to the engagement agreement with Aeon dated February 22, 2018. The Company classified these warrants as equity, and the warrants have a term of five years with an exercise price of approximately $15 per share. Using the Black-Scholes-Merton option pricing model, the Company determined the aggregate value of these warrants to be approximately $2,000. The warrants have a cashless exercise feature. Effective February 24, 2020 the Company issued a common stock purchase warrant to Aeon for a Block Trade. The Company issued a warrant to purchase 667 shares of common stock based upon a Block Trade pursuant to the engagement agreement with Aeon dated February 22, 2018. The Company classified these warrants as equity, and the warrants have a term of five years with an exercise price of approximately $15 per share. Using the Black-Scholes-Merton option pricing model, the Company determined the aggregate value of these warrants to be approximately $3,000. The warrants have a cashless exercise feature. Effective February 24, 2020 the Company issued a common stock purchase warrant to Aeon for a Block Trade. The Company issued a warrant to purchase 667 shares of common stock based upon a Block Trade pursuant to the engagement agreement with Aeon dated February 22, 2018. The Company classified these warrants as equity, and the warrants have a term of five years with an exercise price of approximately $15 per share. Using the Black-Scholes-Merton option pricing model, the Company determined the aggregate value of these warrants to be approximately $3,000. The warrants have a cashless exercise feature. Effective March 24, 2020 the Company issued a common stock purchase warrant to Aeon for a Block Trade. The Company issued a warrant to purchase 2,333 shares of common stock based upon a Block Trade pursuant to the engagement agreement with Aeon dated February 22, 2018. The Company classified these warrants as equity, and the warrants have a term of five years with an exercise price of approximately $15 per share. Using the Black-Scholes-Merton option pricing model, the Company determined the aggregate value of these warrants to be approximately $12,000. The warrants have a cashless exercise feature. F- 20 Effective March 31, 2020 the Company issued a common stock purchase warrant to Aeon for a Block Trade. The Company issued a warrant to purchase 667 shares of common stock based upon a Block Trade pursuant to the engagement agreement with Aeon dated February 22, 2018. The Company classified these warrants as equity, and the warrants have a term of five years with an exercise price of approximately $15 per share. Using the Black-Scholes-Merton option pricing model, the Company determined the aggregate value of these warrants to be approximately $3,000. The warrants have a cashless exercise feature. Effective April 7, 2020 the Company issued a common stock purchase warrant to Aeon for a Block Trade. The Company issued a warrant to purchase 1,667 shares of common stock based upon a Block Trade pursuant to the engagement agreement with Aeon dated February 22, 2018. The Company classified these warrants as equity, and the warrants have a term of five years with an exercise price of $15 per share. Using the Black-Scholes-Merton option pricing model, the Company determined the aggregate value of these warrants to be approximately $17,000. The warrants have a cashless exercise feature. Effective April 21, 2020 the Company issued a common stock purchase warrant to Aeon for a Block Trade. The Company issued a warrant to purchase 556 shares of common stock based upon a Block Trade pursuant to the engagement agreement with Aeon dated February 22, 2018. The Company classified these warrants as equity, and the warrants have a term of five years with an exercise price of approximately $30 per share. Using the Black-Scholes-Merton option pricing model, the Company determined the aggregate value of these warrants to be approximately $9,000. The warrants have a cashless exercise feature. Effective July 10, 2020, the Company issued a Common Stock Purchase Warrant to Aeon for a Block Trade transaction. The Company issued a warrant to purchase 2,733 shares of common stock based upon the Block Trade pursuant to the Aeon Engagement Agreement. The Company classified these warrants as equity. The warrants have a term of five years with an exercise price of $15 per warrant share. Using the Black-Scholes-Merton option pricing model, the Company determined the aggregate fair value of these warrants to be approximately $29,000. The warrants have a cashless exercise feature. Effective July 18, 2020, the Company issued a Common Stock Purchase Warrant to Aeon for a Block Trade transaction. The Company issued a warrant to purchase 2,333 shares of common stock based upon the Block Trade pursuant to the Aeon Engagement Agreement. The Company classified these warrants as equity. The warrants have a term of five years with an exercise price of approximately $15 per warrant share. Using the Black-Scholes-Merton option pricing model, the Company determined the aggregate fair value of these warrants to be approximately $18,000. The warrants have a cashless exercise feature. Effective July 19, 2020, the Company issued a Common Stock Purchase Warrant to Aeon for a Block Trade transaction. The Company issued a warrant to purchase 889 shares of common stock based upon the Block Trade pursuant to the Aeon Engagement Agreement. The Company classified these warrants as equity. The warrants have a term of five years with an exercise price of approximately $15 per warrant share. Using the Black-Scholes-Merton option pricing model, the Company determined the aggregate fair value of these warrants to be approximately $7,000. The warrants have a cashless exercise feature. Effective July 27, 2020, the Company issued a Common Stock Purchase Warrant to Aeon for a Block Trade transaction. The Company issued a warrant to purchase 1,667 shares of common stock based upon the Block Trade pursuant to the Aeon Engagement Agreement. The Company classified these warrants as equity. The warrants have a term of five years with an exercise price of approximately $15 per warrant share. Using the Black-Scholes-Merton option pricing model, the Company determined the aggregate fair value of these warrants to be approximately $13,000. The warrants have a cashless exercise feature. Effective August 3, 2020, the Company issued a Common Stock Purchase Warrant to Aeon for a Block Trade transaction. The Company issued a warrant to purchase 3,000 shares of common stock based upon the Block Trade pursuant to the Aeon Engagement Agreement. The Company classified these warrants as equity. The warrants have a term of five years with an exercise price of approximately $15 per warrant share. Using the Black-Scholes-Merton option pricing model, the Company determined the aggregate fair value of these warrants to be approximately $24,000. The warrants have a cashless exercise feature. Effective August 6, 2020, the Company issued a Common Stock Purchase Warrant to Aeon for a Block Trade transaction. The Company issued a warrant to purchase 2,733 shares of common stock based upon the Block Trade pursuant to the Aeon Engagement Agreement. The Company classified these warrants as equity. The warrants have a term of five years with an exercise price of $15 per warrant share. Using the Black-Scholes-Merton option pricing model, the Company determined the aggregate fair value of these warrants to be approximately $29,000. The warrants have a cashless exercise feature. F- 21 Effective August 6, 2020, the Company issued a Common Stock Purchase Warrant to Aeon for a Block Trade transaction. The Company issued a warrant to purchase 3,333 shares of common stock based upon the Block Trade pursuant to the Aeon Engagement Agreement. The Company classified these warrants as equity. The warrants have a term of five years with an exercise price of approximately $15 per warrant share. Using the Black-Scholes-Merton option pricing model, the Company determined the aggregate fair value of these warrants to be approximately $18,000. The warrants have a cashless exercise feature. Effective August 7, 2020, the Company issued a Common Stock Purchase Warrant to Aeon for a Block Trade transaction. The Company issued a warrant to purchase 1,667 shares of common stock based upon the Block Trade pursuant to the Aeon Engagement Agreement. The Company classified these warrants as equity. The warrants have a term of five years with an exercise price of approximately $15 per warrant share. Using the Black-Scholes-Merton option pricing model, the Company determined the aggregate fair value of these warrants to be approximately $13,000. The warrants have a cashless exercise feature. Effective August 7, 2020, the Company issued a Common Stock Purchase Warrant to Aeon for a Block Trade transaction. The Company issued a warrant to purchase 3,667 shares of common stock based upon the Block Trade pursuant to the Aeon Engagement Agreement. The Company classified these warrants as equity. The warrants have a term of five years with an exercise price of approximately $15 per warrant share. Using the Black-Scholes-Merton option pricing model, the Company determined the aggregate fair value of these warrants to be approximately $19,000. The warrants have a cashless exercise feature. Effective August 10, 2020, the Company issued a Common Stock Purchase Warrant to Aeon for a Block Trade transaction. The Company issued a warrant to purchase 889 shares of common stock based upon the Block Trade pursuant to the Aeon Engagement Agreement. The Company classified these warrants as equity. The warrants have a term of five years with an exercise price of approximately $15 per warrant share. Using the Black-Scholes-Merton option pricing model, the Company determined the aggregate fair value of these warrants to be approximately $7,000. The warrants have a cashless exercise feature. On March 1, 2021, the Company received notices from Aeon of cashless exercises of their 26 Common Stock Purchase Warrant agreements. The Company issued 29,144 shares of common stock in full settlement of all of the Common Stock Purchase Warrant agreements previously issued to Aeon. The cashless exercise resulted in 40,524 warrant shares to be exercised resulting in a cashless exercise cost of 11,380 shares. A summary of the Company’s warrant activity and related information for the two years ended April 30, 2021 are shown below: Warrants Weighted Average Exercise Price Per Share Outstanding, April 30, 2019 28,052 $ 135 Issued 11,111 – Expired (7,236 ) – Outstanding, April 30, 2020 31,927 75 Issued 22,911 – Exercised (40,524 ) – Expired (11,333 ) – Outstanding, April 30, 2021 2,981 – Exercisable, April 30, 2021 2,981 $ 59 F- 22 The following table summarizes additional information concerning warrants outstanding and exercisable at April 30, 2021: Exercise Prices Number of Warrant Shares Exercisable at April 30, 2021 Weighted Average Remaining Contractual Life Years Weighted Average Exercise Price Per Share $97.50 513 0.64 $86.25 580 0.93 $37.50 1,333 1.24 $45.00 555 1.07 2,981 1.04 $ 59 NOTE 7 – LEGAL PROCEEDINGS The Company is not currently a party to any pending legal proceedings, material or otherwise. There are no legal proceedings to which any property of the Company is subject. NOTE 8 – RELATED PARTY TRANSACTIONS The Company had the following related party transactions during the years ended April 30, 2021 and 2020, respectively. The Company owns 14.5% of the equity in SG Austria and is reported on the cost method of accounting. SG Austria has two subsidiaries: (i) Austrianova; and (ii) Austrianova Thailand. The Company purchased products and services from these subsidiaries in the approximate amounts of $405,000 and $153,000 in the years ended April 30, 2021 and 2020, respectively. In April 2014, the Company entered the Vin-de-Bona Consulting Agreement pursuant to which it agreed to provide professional consulting services to the Company. Vin-de-Bona is owned by Prof. Günzburg and Dr. Salmons, both of whom are involved in numerous aspects of the Company’s scientific endeavors relating to cancer and diabetes (Prof. Gunzburg is the Chairman of Austrianova, and Dr. Salmons is the Chief Executive Officer and President of Austrianova). The term of the agreement is for 12 months, automatically renewable for successive 12-month terms. After the initial term, either party can terminate the agreement by giving the other party 30 days’ written notice before the effective date of termination. The agreement has been automatically renewed annually. The amounts incurred for the years ended April 30, 2021 and 2020 were approximately $82,000 and $24,000, respectively. In addition, during the years ended April 30, 2021 and 2020 the Company issued 167 and 167 shares of common stock, respectively, to Dr. Salmons. The Company recorded a noncash consulting expense of approximately $5,000 and $10,000 relating to these share issuances for the years ended April 30, 2021 and 2020, respectively. During the year ended April 30, 2020, the Company issued one share of Series A Preferred Stock to the Chief Executive Officer of the Company for $1 pursuant to a subscription agreement. The Series A Preferred Stock is described in detail in Note 12 – Preferred Stock. The Board exercised its right to have the Company redeem the one share of Series A Preferred Stock. It is no longer issued and outstanding. NOTE 9 – COMMITMENTS AND CONTINGENCIES The Company acquires assets still in development and enters R&D arrangements with third parties that often require milestone and royalty payments to the third-party contingent upon the occurrence of certain future events linked to the success of the asset in development. Milestone payments may be required, contingent upon the successful achievement of an important point in the development lifecycle of the pharmaceutical product (e.g., approval of the product for marketing by a regulatory agency). If required by the license agreements, the Company may have to make royalty payments based upon a percentage of the sales of the pharmaceutical products if regulatory approval for marketing is obtained. F- 23 Office Lease Effective September 1, 2017, the Company entered into a lease for its office space in California. The term of the lease is for 24 months and expired on August 31, 2019. In May 2019, the Company entered into an additional one-year lease for the Leased Premises, commencing upon the expiration of the term of the prior lease. The term of the lease expired on August 31, 2020. On May 28, 2020, the Company entered into an additional six-month lease of the office space, commencing on September 1, 2020. The term of the new lease expired on February 28, 2021. On May 24, 2021, the Company entered into an additional six-month lease of the office space, commencing on September 1, 2021 and which expires on February 28, 2022. Rent expenses for these offices for the years ended April 30, 2021 and 2020 were $20,429 and $30,964, respectively. The following table summarizes the Company’s aggregate future minimum lease payments required under the operating lease as of. Years Ending April 30, Amount 2022 $ 12,390 $ 12,390 Material Agreements The Company’s material agreements are identified and summarized in Note 1 – Nature of Business – Company Background. Compensation Agreements The Company entered into executive compensation agreements with its three executive officers in March 2015, each of which was amended in December 2015 and March 2017. Each agreement has a term of two years with annual extensions thereafter unless the Company or the officer provides written notification of termination at least ninety days prior to the end of the term or subsequent extensions. The Company also entered a compensation agreement with a Board member in April 2015 which continued in effect until amended in May 2017. In May 2017, the Company amended the compensation agreement with the Board members and the terms continue in effect until a member is no longer on the Board. The Company has four independent directors. Each director receives the same compensation: (i) $12,500 in cash for each calendar quarter of service on the Board; (ii) 333 fully-paid, non-assessable shares of the Company’s restricted common stock (“Shares”) annually; and (iii) a five-year option to purchase 333 Shares annually at an exercise price equal to the fair market value of the Shares on the date of grant. The Shares and the option Shares fully vest on the date of the grants. NOTE 10 - INCOME TAXES At April 30, 2021, the Company had federal and state net operating loss carryforwards of approximately $47,902,000 and $44,165,000, respectively, available to offset against future taxable income; these operating loss carryforwards expire in 2020 through 2038. Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited. Based on the assessment of all available evidence including, but not limited to, the Company’s limited operating history in its core business and lack of profitability, uncertainties of the commercial viability of its technology, the impact of government regulations and healthcare reform initiatives and other risks normally associated with biotechnology companies, the Company has concluded that is more likely than not that these operating loss carryforwards will not be realized. Accordingly, 100% of the deferred tax valuation allowance has been recorded against these assets. F- 24 Deferred income taxes reflect the net effect of temporary differences between the financial reporting carrying amounts of assets and liabilities and income tax carrying amounts of assets and liabilities. The components of the Company’s deferred tax assets and liabilities are as follows: April 30, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 13,804,439 12,904,396 Stock compensation 2,547,274 2,494,586 Other 146,486 129,976 Total deferred tax assets 16,498,199 15,528,958 Valuation allowance (16,498,199 ) (15,528,958 ) $ – $ – For all years presented, the Company did not recognize any deferred tax assets or liabilities. The net change in valuation allowance for the years ended April 30, 2021 and 2020 were increases of $969,241 and $1,341,187, respectively. The provision for income taxes differs from the provision computed by applying the Federal statutory rate to net loss before income taxes as follows: Years Ended April 30, 2021 2020 Federal benefit at statutory rate $ (745,760 ) (803,646 ) State income taxes, net of Federal taxes (303,631 ) (327,199 ) Permanent differences 78,258 248,908 Provision related to change in valuation allowance 969,241 1,341,187 Net valuation allowance for state tax deductions – (402,882 ) Other, net 1,892 (56,368 ) $ – $ – There have been no changes to the Company’s liability for unrecognized tax benefits during the year ended April 30, 2021. The Company files its income tax returns in the U.S. Federal jurisdiction and various state jurisdictions. As of the year ended April 30, 2021, the tax returns for 2015 through 2020 remain open to examination by the Internal Revenue Service and various state tax authorities. The Company’s policy is to recognize any interest and penalties related to unrecognized tax benefits as a component of income tax expense. As of the years ended April 30, 2021 and 2020, the Company had accrued no interest or penalties related to uncertain tax positions. NOTE 11 – EARNINGS PER SHARE Basic earnings (loss) per share is computed by dividing earnings available to common stockholders by the weighted average number of shares outstanding during the period. Diluted earnings per share is computed by dividing net income by the weighted average number of shares and potentially dilutive shares of common stock outstanding during the period increased to include the number of additional shares of common stock that would be outstanding if the potentially dilutive securities had been issued. Potential shares of common stock outstanding principally include stock options and warrants. During the years ended April 30, 2021 and 2020, the Company incurred losses. Accordingly, the effect of any common stock equivalent would be anti-dilutive during those periods and are not included in the calculation of diluted weighted average number of shares outstanding. F- 25 The table below sets forth the basic loss per share calculations: Years Ended April 30, 2021 2020 Net loss $ (3,551,236 ) $ (3,826,888 ) Basic weighted average number of shares outstanding 1,448,285 903,812 Diluted weighted average number of shares outstanding 1,448,285 903,812 Basic and diluted loss per share $ (2.45 ) $ (4.23 ) The table below sets forth these potentially dilutive securities: Years Ended April 30, 2021 2020 Excluded options 41,333 44,800 Excluded warrants 2,981 31,927 Total excluded options and warrants 44,314 76,727 NOTE 12 – PREFERRED STOCK The Company has authorized 10,000,000 shares of preferred stock, with a par value of $0.0001, of which one share has been designated as "Series A Preferred Stock". The one share of Series A Preferred Stock was issued on October 30, 2019 and repurchased by the Company on December 3, 2019. As of April 30, 2021, there are no shares of preferred stock issued and outstanding. The description of the Series A Preferred Stock below is qualified in its entirety by reference to the Company’s Articles of Incorporation, as amended. The Series A Preferred Stock has the following features: • There is one share of preferred stock designated as Series A Preferred Stock; • The Series A Preferred Stock has a number of votes at any time equal to the number of votes then held by all other shareholders of the Company having a right to vote on any matter plus one. The Certificate of Designations that designated the terms of the Series A Preferred Stock cannot be amended without the consent of the holder of the Series A Preferred Stock; • The Company may redeem the Series A Preferred Stock at any time for a redemption price of $1.00 paid to the holder of the share of Series A Preferred Stock; and • The Series A Preferred Stock has no rights of transfer, conversion, dividends, preferences upon liquidation or participation in any distributions to shareholders. F- 26 NOTE 13 – SUBSEQUENT EVENTS On May 24, 2021, the Company entered into a six-month office lease extension commencing on September 1, 2021. The lease extension is for the office where the Company is currently located in Laguna Hills, California. The term of the new lease expires on February 28, 2022 and requires monthly lease payments of approximately $1,200. Effective June 30, 2021, the Company increased the authorized shares of common stock to 50 billion shares or 33,333,334 shares after the reverse stock split. The Company filed a Certificate of Amendment to the Articles of Incorporation with the Nevada Secretary of State. Effective June 30, 2021, the Company implemented the 2021 Equity Incentive Plan as approved by the Company’s stockholders. Effective July 12, 2021, the Company filed a Certificate of Change with the Nevada Secretary of State that authorized a 1-for-1,500 reverse stock split. The reverse resulted in the Company reducing the authorized number of shares of common stock to 33,333,334. On August 9, 2021, the Company entered into an underwriting agreement with H.C. Wainwright & Co., LLC with respect to a public offering of 2,630,385 shares of common stock, 899,027 prefunded warrants and 3,529,412 accompanying common warrants. The total gross proceeds of the offering before deduction of underwriting discounts, commissions and estimated offering expenses payable by the Company are expected to be $15 million. In such offering, the Company granted the underwriter an option for a period of 30 days commencing on August 9, 2021 to purchase additional shares of its common stock and/or accompanying warrants. If the underwriter exercises such option in full, the total gross proceeds of the offering before deduction of underwriting discounts, commissions and estimated offering expenses payable by the Company are expected to be $17,249,998. F- 27 PHARMACYTE BIOTECH, INC. SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS Years Ended April 30, 2021 and 2020 Description Balance at Beginning of Year Additions Charged to Costs and Expenses Charged to Other Accounts Deductions Balance at End of Year Reserve Deducted in the Balance Sheets from the Asset to which it applies: Allowance for Deferred Tax Assets Year ended April 30, 2021 $ 15,528,958 – 969,241 – 16,498,199 Year ended April 30, 2020 $ 14,187,771 – 1,341,187 – 15,528,958 F- 28