What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2021-09-14 compared with 2021-03-12 · 724 added, 1257 removed, 199 unchanged (91% of the section changed)

1 unchanged sentence

PHARMACYTE BIOTECH, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

CONDENSED CONSOLIDATED BALANCE

Current assets:

8 unchanged sentences

Accrued expenses

Current portion of Small Business Administration –

Paycheck Protection Program loan

Total current liabilities

Long-term liabilities, less current portion:

Small Business Administration –

Paycheck Protection Program loan

Total Liabilities

3 unchanged sentences

33,333,334 shares, $ 0.0001 par value;

2,341,410,405 and 1,638,637,839 shares issued and outstanding as of January 31, 2021 and April 30, 2020, respectively

1,611,671 and 1,590,084 shares issued and outstanding as of July 31, 2021 and April 30, 2021, respectively

Additional paid-in capital

8 unchanged sentences

PHARMACYTE BIOTECH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF

Three Months Ended

Nine Months Ended

CONDENSED CONSOLIDATED STATEMENTS

OF OPERATIONS

Three Months Ended July 31,

Operating expenses:

6 unchanged sentences

Loss from operations

Other expenses:

( 1,023,351 )

Other expense:

Interest expense

5 unchanged sentences

Weighted average shares outstanding basic and diluted

2,337,034,318

1,375,499,976

2,108,274,833

1,284,500,731

See accompanying Notes to Condensed Consolidated

1 unchanged sentence

PHARMACYTE BIOTECH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF

COMPREHENSIVE LOSS

Three Months Ended

Nine Months Ended

CONDENSED CONSOLIDATED STATEMENTS

OF COMPREHENSIVE LOSS

Three Months Ended July 31,

$ ( 1,025,418 )

1 unchanged sentence

Other comprehensive income (loss):

Foreign currency translation

Foreign currency translation adjustment

Other comprehensive income (loss)

5 unchanged sentences

PHARMACYTE BIOTECH, INC.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS'

NINE MONTHS ENDED JANUARY 31, 2021 AND

A Preferred Stock

Comprehensive Income

Stockholders’

Balance, April 30, 2020

1,638,637,839

$ 108,805,062

$ (103,858,259 )

Shares issued for compensation

Shares issued for services

Shares issued for cash, net of issuance costs of $198,150

Stock-based compensation - options

Foreign currency translation adjustment

Balance, July 31, 2020

1,875,143,738

(104,742,203 )

Shares issued for compensation

Shares issued for services

Shares issued for cash, net of issuances costs of $278,150

Stock-based compensation - options

Foreign currency translation adjustment

Balance, October 31, 2020

2,334,810,405

(105,692,395 )

Shares issued for compensation

Shares issued for services

Shares issued for cash

Stock-based compensation - options

Foreign currency translation adjustment

Balance, January 31, 2021

2,341,410,405

$ 113,849,337

$ (106,449,491 )

PHARMACYTE BIOTECH, INC.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS'

EQUITY (continued)

NINE MONTHS ENDED JANUARY 31, 2021 AND

A Preferred Stock

Comprehensive Income

Stockholders’

Balance, April 30, 2019

CONDENSED CONSOLIDATED STATEMENT

OF STOCKHOLDERS' EQUITY

THREE MONTHS ENDED JULY 31, 2021 AND 2020

Comprehensive

Stockholders’

April 30, 2021

$ 114,109,169

$ ( 107,409,495 )

issued for compensation

issued for services

issued fractions shares -reverse stock split 1 for 1,500

compensation options

currency translation adjustment

( 1,025,418 )

Shares issued for compensation

Shares issued for services

Shares issued for cash, net of issuance costs of $70,000

Stock-based compensation - options

Foreign currency translation adjustment

Balance, July 31, 2019

( 1,025,418 )

July 31, 2021

$ 114,169,131

Shares issued for compensation

Shares issued for services

Shares issued for cash, net of issuances costs of $24,500

Stock-based compensation - options

Foreign currency translation adjustment

Balance, October 31, 2019

$ ( 108,434,913 )

April 30, 2020

$ 108,968,817

Shares issued for compensation

Shares issued for services

Shares repurchased for cash

Stock-based compensation - options

Foreign currency translation adjustment

Balance, January 31, 2020

$ ( 103,858,259 )

issued for compensation

issued for services

issued for cash, net of issuance costs of $ 194,150

compensation options

currency translation adjustment

July 31, 2020

$ 111,006,385

3 unchanged sentences

PHARMACYTE BIOTECH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF

Nine Months Ended January 31,

CONDENSED CONSOLIDATED STATEMENTS

OF CASH FLOWS

Three Months Ended July 31,

Cash flows from operating activities:

2 unchanged sentences

Adjustments to reconcile net loss to net cash used in operating activities:

Shares issued for services

Shares issued for compensation

Stock-based compensation –

Stock issued for services

Stock issued for compensation

Stock-based compensation – options

Change in assets and liabilities:

Decrease in prepaid expenses and other current assets

(Increase) decrease in prepaid expenses and other current assets

Increase (decrease) in accounts payable

Increase (decrease) in accrued expenses

Decrease in accrued expenses

Net cash used in operating activities

( 1,241,221 )

Cash flows from investing activities:

1 unchanged sentence

Cash flows from financing activities:

Payment of insurance financing loan

Proceeds from sale of Series A Preferred Stock

Use of funds from purchase of Series A preferred stock

Use of funds for payment of insurance financing loan

Proceeds from sale of common stock, net of issuance costs

2 unchanged sentences

Net increase (decrease) in cash

( 1,242,836 )

Cash at beginning of the period

3 unchanged sentences

Cash paid during the periods for interest

Supplemental information of non-cash activities:

Prepaid expenses included in accounts payable

See accompanying Notes to Condensed Consolidated

1 unchanged sentence

PHARMACYTE BIOTECH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL

NOTE 1 –

NATURE OF BUSINESS

NOTES TO CONDENSED 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 ®

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 the U.S.

Food and Drug Administration (“FDA”) allows the Company to commence the clinical trial involving LAPC

described in the Company’s Investigational New Drug Application (“IND”) for which the FDA has placed a clinical

hold, the Company is not 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

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 the FDA allows it to commence the clinical trial involving LAPC described in its IND for which the

FDA has placed a clinical hold, the Company is not 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 ®

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 the FDA allows the Company to

commence the clinical trial involving LAPC described in its IND for which the FDA has placed a clinical hold.

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.

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, non-metastatic pancreatic

cancer (“LAPC”) will be developed.

The current generation of the Company’s product candidate is referred to as “CypCaps™”.

On September 1, 2020, the Company submitted an Investigational New Drug Application (“IND”) to the U.S.

Food and Drug Administration

(“FDA”) for a planned Phase 2b clinical trial in LAPC.

On October 1, 2020, the Company received notice from the FDA that it

had placed the IND on clinical hold.

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.

To lift the clinical hold, the FDA has informed

the Company that it needs to conduct several additional preclinical studies and assays.

The FDA also requested additional information

regarding several topics, including DNA sequencing data, manufacturing information and product release specifications.

The Company is

also in the process of conducting these studies and assays and gathering additional information to submit to the FDA.

See “Our Investigational

New Drug Application and the Clinical Hold” below.

The Cell-in-a-Box ® encapsulation

technology potentially enables genetically engineered live human cells to be used as a means to produce various biologically active molecules.

The technology is intended to result in the formation of pinhead sized cellulose-based porous capsules in which genetically modified live

human cells can be encapsulated and maintained.

In a laboratory setting, this proprietary live cell encapsulation technology has been

shown to create a micro-environment in which encapsulated cells survive and flourish.

They are protected from environmental challenges,

such as the sheer forces associated with bioreactors and passage through catheters and needles, which we believe enables greater growth

and production.

The capsules are largely composed of cellulose (cotton) and are bio inert.

The Company is developing therapies for pancreatic

and other solid cancerous tumors by using genetically engineered live human cells that we believe are capable of converting a cancer prodrug

into its cancer-killing form.

The Company encapsulate those cells using the Cell-in-a-Box ® technology and place those capsules

in the body as close as possible to the tumor.

In this way, the Company believes that when a 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 cancerous tumor may be optimized.

In addition, the Company has been exploring ways

to delay the production and accumulation of malignant ascites fluid that results from many types of abdominal cancerous tumors.

ascites fluid is secreted by abdominal cancerous tumors into the abdomen after the tumors have reached a certain stage of growth.

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 has also been developing a potential

therapy for Type 1 diabetes and insulin-dependent Type 2 diabetes.

The Company’s product candidate for the treatment of diabetes

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.

The Company has also been considering 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 (“Cannabis Program”);

these constituents are of the class

of compounds known as “cannabinoids”.

(i) the FDA allows the Company to commence

a clinical trial in LAPC described in its IND for which the FDA has placed a clinical hold;

and (ii) the Company validates its Cell-in-a-Box ®

encapsulation technology in its planned Phase 2b clinical trial in LAPC, the Company is not spending any further resources developing

the Cannabis Program.

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.

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.

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

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

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.

On October 1, 2020, the Company received notice

that the FDA had placed the IND on clinical hold.

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

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

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.

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

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.

See Management’s Discussion and Analysis

of Financial Condition and Results of Operations-Clinical Hold for a further discussion of the clinical hold.

Impact of the COVID-19 Pandemic on the Company’s Operations

The coronavirus SARS-Cov2 pandemic (“COVID-19”)

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.

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 this Report on Form 10-Q (“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.

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

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 condensed consolidated financial statements and related footnotes on Form 10-Q

(“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

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.

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.

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

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

1 unchanged sentence

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.

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.

NOTE 2 –

SUMMARY OF SIGNIFICANT

ACCOUNTING POLICIES

Principles of Consolidation and Basis

of Presentation

The Condensed 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 AG;

Increase in Authorized Shares and Reverse Stock

On July 2, 2021, pursuant to stockholder approval

at the Annual Meeting of Stockholders, the Company filed with the Secretary of State of the State of Nevada a Certificate of Amendment

to its Articles of Incorporation, as amended, to increase the number of authorized shares to fifty billion ten million (50,010,000,000)

shares, of which fifty billion (50,000,000,000) shares, with a par value of $0.0001 per share are designated as common stock and of which

ten million (10,000,000) shares, with a par value of $0.0001 per share, are designated as preferred stock.

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 from fifty billion ( 50,000,000,000 ) shares to thirty-three million three hundred thirty-three thousand three hundred

thirty-four ( 33,333,334 ) shares, with a par value of $ 0.0001 per share.

Any fractional shares resulting from the reverse stock split were rounded

up to the next whole 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’s common stock.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING

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;

1 unchanged sentence

and (iv) Viridis Biotech, Inc.

and are prepared in accordance with United States Generally Accepted Accounting Principles (“U.S.

GAAP”) and the rules and regulations of the United States Securities and Exchange Commission (“Commission”).

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

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.

On an ongoing basis, the Company evaluates these estimates including

those related to fair values of financial instruments, intangible assets, fair value of stock-based awards, income taxes and contingent

liabilities, among others.

Uncertainties with respect to such estimates and assumptions are inherent in the preparation of the

Company’s Condensed 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 condensed consolidated

financial position and results of operations.

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

The preparation of financial statements in accordance

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 the diabetes license for $2,000,000

for an aggregate total of $3,549,427.

These intangible assets have an indefinite

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 .

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 intangibles for the nine months ended January 31, 2021 and 2020.

The Company concluded that there was no impairment

of the carrying value of the intangible assets for the three months ended July 31, 2021 and 2020, respectively.

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 nine months ended January 31, 2021 and 2020.

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.

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 for

three months ended July 31, 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.

amounts reported in the condensed 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.

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:

2 unchanged sentences

Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

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.

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.

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 Condensed Consolidated Statements of Operations.

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.

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 authority 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 COVID-19.

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.

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

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.

the Company does not expect the provisions in the CARES Act will impact the Company’s Condensed Consolidated Financial Statements.

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

Research and Development

Research and development (“R&D”)

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 R&D 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 expenses for the three and nine

months ended January 31, 2021 were $174,088 and $595,976, respectively, and for the three and nine months ended January 31, 2020

were $113,296 and $203,566, respectively.

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

R&D expenses for the three months ended

July 31, 2021 and 2020 were $ 143,613 and $ 270,574 , respectively.

Stock-Based Compensation

1 unchanged sentence

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.

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

1 unchanged sentence

concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements.

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 $2,810,000 and $618,000

at January 31, 2021 and April 30, 2020, respectively.

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 $ 679,000 at July 31, 2021 and $ 1,921,000 at

April 30, 2021.

The Company has not experienced any losses in such accounts.

Management believes

it is not exposed to any significant credit risk on cash.

Management believes it is not exposed to any significant

credit risk on cash.

See Note 13 – Subsequent Events.

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 period-end exchange rates, while revenue and expenses are translated at average exchange rates prevailing during the

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

Going Concern

The accompanying Condensed 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 January 31, 2021, the Company has an accumulated deficit

of $106,449,491 and incurred a net loss for the nine months ended January 31, 2021 of $2,591,232.

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

The Condensed 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.

For the nine months ended January 31, 2021,

funding was provided by investors to maintain and expand the Company’s operations.

Sales of the Company’s common stock

were made under a Form S-3 (“S-3”) allowing for offerings of up to $50 million dollars.

During the nine months ended

January 31, 2021, the Company raised funds through the Company’s S-3 pursuant to which the placement agent sells shares of

common stock “at-the-market”

as defined in Rule 415 under the Securities Act of 1933, as amended (“Securities

Act”), or in transactions of a distinct block or blocks of shares of the Company’s common stock (“Block Trade

Transactions”) in a program which is structured to provide up to $25 million to the Company less certain commissions pursuant

On August 13, 2020, the Company no longer

met the eligibility requirements to use the S-3 to raise capital, and the Company ceased to use the S-3 to raise capital after

From May 1, 2020 through August 13, 2020 the Company raised capital of approximately $4.7 million in Block Trade Transactions

and “at-the-market”

transactions.

Management determined that its plans to

raise additional capital alleviate substantial doubt about the Company’s ability to continue as a going concern.

believes the cash on hand, the potential sales of unregistered shares of its common stock and any public offerings of common stock

in which the Company may engage in will provide sufficient capital to meet the Company’s capital requirements and to fund

the Company’s operations through March 31, 2022.

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

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.

As of July 31, 2021, the Company has an

accumulated deficit of $ 108,434,913

and incurred a net loss for the period ended July 31, 2021 of $ 1,025,418 .

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 Company has spent and expects to continue to spend, a substantial amount of funds in

connection with implementing its business strategy.

On August 9, 2021, the Company entered into an

underwriting agreement to offer and sell shares of common stock, pre-funded warrants to purchase common stock and warrants to purchase

common stock in a public offering (“First Offering”).

The gross proceeds of the First Offering were $ 15 million, before deduction

of underwriting discounts, commissions and estimated offering expenses.

See Note 13- Subsequent Events.

On August 19, 2021, the Company entered into a

securities purchase agreement (“Purchase Agreement”) with certain institutional investors (“Purchasers”) pursuant

to which the Company agreed to sell in a registered direct offering (“Registered Direct Offering”), shares of the Company’s

common stock and pre-funded warrants to purchase shares of common stock.

Further, pursuant to the Purchase Agreement, in a concurrent

private placement (together with the Registered Direct Offering, “Second Offering”), the Company also agreed to issue to the

Purchasers unregistered warrants (“Series A Warrants”) to purchase shares of common stock.

The Company received gross proceeds

from the Second Offering, before deducting placement agent fees and other estimated offering expenses payable by the Company, of approximately

$ 70 million.

See Note 13- Subsequent Events.

The Company believes the cash on hand at July

31, 2021 and the proceeds from the First and Second offerings and warrant exercises provide sufficient capital to meet the Company’s

capital requirements through at least one year from the issuance date of these condensed consolidated financial statements.

As of September 13, 2021, the Company had cash

on hand of approximately $ 88 million.

Recent Accounting Pronouncements

2016-13, Financial Instruments

- Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"), was issued in

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 Condensed Consolidated Financial Statements.

As part of the Company’s continuing

assessment of the adequacy of AU 2016-13, there are no factors to be considered at this time since the Company does not have an

allowance for credit losses.

2016-13, Financial Instruments - Credit

Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), was issued in June 2016.

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

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

condensed 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.

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

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 Condensed Consolidated Financial Statements.

NOTE 3 –

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.

Company’s adoption of ASU 2019-12 during the quarter ended July 31, 2021 did not result in an impact on the Company’s condensed

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 condensed consolidated financial statements.

NOTE 3 – ACCRUED EXPENSES

Accrued expenses at July 31, 2021 and April 30,

2021 are summarized below:

Accrued expenses

Accrued expenses at January 31, 2021 and

April 30, 2020 are summarized below:

January 31, 2021

July 31, 2021

April 30, 2021

Payroll related costs

Director and Officer insurance financing

Director and Officer insurance

The Company financed the Director and Officer

insurance policy.

The term of the policy is from March 8, 2020 through March 8, 2021.

The term of the policy is from March 8, 2021 through September 8, 2021 .

The financing agreement has an interest rate

of 4.25% per annum and requires ten monthly payments of $12,806.

The unpaid balances as of January 31, 2021 and April 30, 2020

are $0 and $113,245, respectively, which are included in accrued expenses.

NOTE 4 –

SMALL BUSINESS ADMINISTRATION

of 4.85 % per annum and requires eight monthly payments of $ 12,829 .

The unpaid balances as of July 31, 2021 and April 30, 2021 of $ 12,786

and $ 50,805 , respectively, are included in accrued expenses.

NOTE 4 – SMALL BUSINESS ADMINISTRATION

– PAYCHECK PROTECTION PROGRAM

On March 27, 2020, the CARES Act was enacted

to provide financial aid to family and businesses impacted by COVID-19.

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”) loan in the amount of $75,200.

This loan payable 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 intends

to apply for forgiveness of the PPP loan in accordance with the terms of the CARES Act.

However, the Company cannot assure at this

time that the PPP loan will be forgiven partially or in full.

The outstanding PPP loan balance as of January 31, 2021 and April

30, 2020 was $75,200.

NOTE 5 –

COMMON STOCK TRANSACTIONS

A summary of the Company’s stock

activity and related weighted average grant date fair value information for the nine months ended January 31, 2021 and 2020 is

During the nine months ended January 31,

2020, the Company issued 2,000,000 shares of common stock to four non-employee members of the Company’s Board of Directors

(“Board”) pursuant to Director Letter Agreements (“DLAs”) with the Company for services relating to the

The shares vested upon issuance and the Company recorded a non-cash expense of $0 and $0 and for the three and nine

months ended January 31, 2021, respectively, and $0 and $19,212 for the three and nine months ended January 31, 2020, respectively.

There were zero unvested shares as of January 31, 2021.

Effective July 1, 2018, the Company issued

1,200,000 shares of common stock to a consultant.

The term of the agreement is for twelve months.

The shares vest monthly over

a twelve-month period and are subject to the consultant providing services under the agreement.

The Company recorded a non-cash

consulting expense in the amount of $0 and $0 for the three and nine months ended January 31, 2021, respectively, and $0 and $12,816

for the three and nine months ended January 31, 2020, respectively.

There were zero unvested shares as of January 31, 2021 and

During the month of April 2019, two consultants

were issued 2,500,000 shares of common stock pursuant to their consulting agreements.

The term of the agreements is for twelve

months which covered prior and current periods.

The shares vest monthly over a twelve-month period and are subject to the consultants

providing services under their respective consulting agreements.

The Company recorded a non-cash consulting expense in the amount

of $0 and $0 for the three and nine months ended January 31, 2021, respectively, and $0 and $11,910 for the three and nine months

ended January 31, 2020, respectively.

There were zero unvested shares as of January 31, 2021 and 2020.

During the nine months ended January 31,

2020, a consultant was issued 500,000 shares of common stock pursuant to his consulting agreement with the Company.

the consulting agreement is for twelve months which covered prior and current periods.

The shares vest monthly over a twelve-month

period and are subject to the consultant providing services under his consulting agreement.

The Company recorded a non-cash consulting

expense in the amount of $0 and $0 for the three and nine months ended January 31, 2021, respectively, and $0 and $17,350 for the

three and nine months ended January 31, 2020, respectively.

There were zero unvested shares as of January 31, 2021 and 2020.

In January 2019, the Company awarded 6,600,000

shares of common stock to executive officers of the Company as part of their compensation agreements for 2019.

These shares vest

monthly over a twelve-month period and are subject to the executive officers continuing to provide service under their compensation

During the three and nine months ended January 31, 2021, the Company recorded a non-cash compensation expense in the

amount of $0 and $0, respectively, and $69,438 and $278,891 for the three and nine months ended January 31, 2020, respectively.

There were zero unvested shares as of January 31, 2021 and 2020.

During the nine months ended January 31,

2020, four non-employee members of the Board were issued 2,000,000 shares of common stock pursuant to their DLAs with the Company.

The shares were fully vested upon issuance.

The Company recorded a non-cash expense of $0 and $10,561 for the three and nine months

ended January 31, 2021, respectively, and $18,988 and $46,433 for the three and nine months ended January 31, 2020, respectively.

There were zero unvested shares remaining related to these DLAs as of January 31, 2021 and 2020.

During the nine months ended January 31,

2020, a consultant was issued 2,000,000 shares of common stock in respect of his services as the Chairman of the Company’s

Medical and Scientific Advisory Board over a four-year period with their vesting subject to the consultant continuing to provide

services to the Company.

The Company recorded a non-cash consulting expense in the amount of $0 and $0 for the three and nine months

ended January 31, 2021, respectively, and $0 and $11,851 for the three and nine months ended January 31, 2020, respectively.

were zero unvested shares remaining related to his compensation arrangement as of January 31, 2021 and 2020.

During the nine months ended January 31,

2021, four non-employee members of the Board were issued 2,000,000 shares of common stock pursuant to their DLAs in respect of

their service during that year.

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 matured on April 15, 2022 with a fixed interest rate of 1 % per annum with interest deferred for six months.

had an initial term of two years, was 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

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 recognized the forgiveness of the PPP loan and accrued interest as Gain on forgiveness of Paycheck Protection Program loan

in the fiscal year ended April 30, 2021.

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 three months ended July 31, 2021

and 2020 is as follows:

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 $10,411

and $26,859 for the three and nine months ended January 31, 2021, respectively.

There were zero unvested shares remaining related

to such DLAs as of January 31, 2021.

During the nine months ended January 31,

2021 four consultants were issued 1,000,000 shares of common stock pursuant to their consulting agreements with the Company.

terms of the agreements are for twelve months.

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 $5,409 and $15,017 for the three and nine months ended January 31, 2021, respectively.

There were 250,000 unvested shares remaining

related to these consulting agreements as of January 31, 2021.

recorded a non-cash expense of $ 0 and $ 7,356 for the three months ended July 31, 2021 and 2020, respectively.

There were zero

0 unvested shares of common stock remaining related to these DLAs as of July 31, 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.

vest monthly over a twelve-month period and are subject to the executive officers continuing to provide service under their compensation

During the three and nine months ended January 31, 2021, the Company recorded a non-cash compensation expense in the

amounts of $44,881 and $179,521, respectively, and $30,800 and $30,800 for the three and nine months ended January 31, 2020, respectively.

There were zero and 6,050,000 unvested shares as of January 31, 2021 and 2020, respectively.

During the nine months ended January 31,

2021, a consultant was issued 500,000 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.

Company recorded a non-cash consulting expense in the amount of $2,125 and $2,833 for the three and nine months ended January 31,

2021, respectively, and $0 and $0 for the three and nine months ended January 31, 2020, respectively.

There were zero unvested

shares remaining related to his compensation arrangement as of January 31, 2021 and 2020, respectively.

These shares vest

monthly over a twelve-month period and are subject to them continuing service under the agreements.

During the three months ended

July 31, 2021 and 2020, the Company recorded a non-cash compensation expense in the amount of $ 0 and $ 67,320 , respectively.

were zero 0 and 1,833 unvested shares as of July 31, 2021 and 2020, respectively.

three months ended July 31, 2020, three non-employee members of the Board were issued 1,000

shares of common stock pursuant to their DLAs in respect of their service during that year.

The shares were fully vested upon

The Company recorded a non-cash expense of $ 3,371

for the three months ended July 31, 2021 and 2020, respectively.

There were zero 0 unvested shares remaining related to such DLAs as

of July 31, 2021.

During the three months ended July 31, 2020,

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 $ 0

for the three months ended July 31, 2021 and 2020, respectively.

There were zero 0 and 500 unvested shares remaining related to

these consulting agreements as of July 31, 2021 and 2020, respectively.

In September 2020, 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 $ 2,125

for the three months ended July 31, 2021 and 2020, respectively.

There were zero 0 unvested shares remaining related to his

compensation arrangement as of July 31, 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.

vest monthly over a twelve-month period and are subject to the executive officers continuing to provide service under their compensation

During the three and nine months ended January 31, 2021, the Company recorded a non-cash compensation expense in the

amounts of $3,685 and $3,685, respectively.

There were 6,050,000 unvested shares as of January 31, 2021.

All shares listed above were issued without

registration under the Securities Act in reliance upon the exemption afforded by Section 4(a)(2) of the Securities Act.

During the nine months ended January 31,

2021 and 2020, the Company sold and issued approximately 693 million and 137 million shares of common stock, respectively, at prices

of approximately $0.01 per share pursuant to the Company’s S-3.

Net of underwriting discounts, legal, accounting and other

offering expenses, the Company received net proceeds of approximately $4.7 million and $884,000 from the sale of these shares for

the nine months ended January 31, 2021 and 2020, respectively.

A summary of the Company’s unvested

restricted stock activity and related weighted average grant date fair value information for the nine months ended January 31,

2021 is as follows:

These shares vest

monthly over a twelve-month period and are subject to the executive officers continuing to provide service under their compensation

During the three months ended July 31, 2021, the Company recorded a non-cash compensation expense in the amount of

There were 1,833 unvested shares as of July 31, 2021.

During the three months ended July 31, 2021,

three non-employee members of the Board were issued 1,002 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 $ 4,885 for the three months

ended July 31, 2021.

There were zero 0 unvested shares remaining related to such DLAs as of July 31, 2021.

During the three months ended July 31, 2021,

two consultants were issued 334 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

The Company recorded a non-cash consulting expense in the amount of $ 1,620 for the three months ended July 31, 2021.

There were 251 unvested shares remaining related to these consulting agreements as of July 31, 2021.

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, a S-3 registration

statement was declared effective by the Commission for the Company to sell from time to time in one or more public offerings of up

to $50 million of its securities on a “shelf offering” basis.

During the three months ended July 31, 2021 and 2020, the

Company sold and issued approximately 0

and 156,000 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 $ 0

million from the sale of these shares for the three months ended July 31, 2021 and 2020, respectively.

On April 9, 2021, the Third

S-3 (“Third S-3”) was declared effective by the Commission for a public offering of up to $100 million on a “shelf

offering” basis.

A summary of the Company’s non-vested restricted

stock activity and related weighted average grant date fair value information for the three months ended July 31, 2021 are as follows:

Schedule of non-vested restricted stock activity

Unvested, at April 30, 2021

Unvested, at January 31, 2021

NOTE 6 –

STOCK OPTIONS AND WARRANTS

Unvested, at July 31, 2021

NOTE 6 – STOCK OPTIONS AND WARRANTS

Stock Options

As of January 31, 2021, the Company had

62,600,000 outstanding stock options to its directors and executive officers (collectively, “Employee Options”) and

consultants (“Non-Employee Options”).

During the nine months ended January 31,

As of July 31, 2021, the Company had 42,333 outstanding

stock options to its directors and officers (collectively, “Employee Options”) and consultants (“Non-Employee Options”).

During the three months ended July 31, 2021

and 2020, the Company granted 1,000 and 1,000 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

Nine Months Ended January 31,

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:

Three Months Ended July 31,

Risk-free interest rate

Expected volatility

Expected term (years)

Expected lives (years)

Expected dividend yield

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

nine months ended January 31, 2021 and 2020, the Company used a calculated volatility for each grant.

The Company lacks adequate

information about the exercise behavior and therefore 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 seven-tenths years for an average of 2.7 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.

For stock option grants issued during the three

months ended July 31, 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 nine months ended January 31,

2021 and 2020, the Company granted zero and 1,200,000 Non-Employee Options, respectively.

During the three months ended January

31, 2021 and 2020, the Company granted zero and zero Non-Employee Options, respectively.

A summary of the Company’s stock

option activity and related information for the nine months ended January 31, 2021 is shown below:

Exercise Price per Share

During the three months ended July 31, 2021

and 2020, the Company granted no Non-Employee Options.

A summary of the Company’s stock option

activity and related information for the three months ended July 31, 2021 are shown below:

Stock option activity

Exercise Price

Outstanding, April 30, 2021

(15,600,000 )

Outstanding, January 31, 2021

Exercisable, January 31, 2021

Outstanding, July 31, 2021

Exercisable, July 31, 2021

Vested and expected to vest

A summary of the activity for unvested

stock options during the nine months ended January 31, 2021 is as follows:

A summary of the activity for unvested stock

options during the years ended April 30, 2021 and 2020 is as follows:

Unvested stock option activity

Unvested, April 30, 2021

Unvested, January 31, 2021

The Company recorded $38,606 and $74,025

of stock-based compensation expense related to the issuance of Employee Options to certain executive officers and directors in

exchange for services during the three months ended January 31, 2021 and 2020, respectively, and $166,982 and $284,934 during the

nine months ended January 31, 2021 and 2020, respectively.

At January 31, 2021, there remained $35,148 of unrecognized compensation

expense related to unvested Employee Options granted to executive officers and directors, to be recognized as expense over a weighted-average

period of the remaining eleven months in the calendar year.

The unvested options vest at 750,000 shares per month and are expected

to be fully vested on December 31, 2021.

Unvested, July 31, 2021

The Company recorded $ 24,144 and $ 72,317 of

stock-based compensation related to the issuance of Non-Employee Options in exchange for services during the three months ended

January 31, 2021 and 2020, respectively, and $0 and $24,237 during the nine months ended January 31, 2021 and 2020, respectively.

There were no unvested Non-Employee Options on January 31, 2021.

stock-based compensation related to the issuance of Employee Options to certain officers and directors in exchange for services

during the three months ended July 31, 2021 and 2020, respectively.

At July 31, 2021, there remained $ 15,976 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 five 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 no stock-based

compensation related to the issuance of Non-Employee Options in exchange for services during the three months ended July 31, 2021

and 2020, respectively.

The following table summarizes the outstanding

stock options by exercise price at January 31, 2021:

stock options by exercise price at July 31, 2021:

Schedule of options by exercise price

Exercise Price

Contractual Life

of Outstanding

Options (years)

Price Per Share

Weighted Average

1 unchanged sentence

of Exercisable

The aggregate intrinsic value of outstanding

options as of January 31, 2021 was $12,225.

This represents options whose exercise price was less than the closing fair market

value of the Company’s common stock on January 31, 2021 of approximately $0.018 per share.

The warrants issued by the Company are

equity-classified.

The aggregate intrinsic value of outstanding options

as of July 31, 2021 was $ 6,860 .

This represents options whose exercise price was less than the closing fair market value of the Company’s

common stock on July 31, 2021 of approximately $ 12.01 per share.

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.

Common Stock Purchase Warrants issued in conjunction with Block Trade transactions to Aeon Capital, Inc.

(“Aeon”),

the Company’s placement agent under its S-3 “at-the-market”

prospectus, are accounted for in accordance with

ASC 815-40, with the fair value recorded to additional paid-in capital and offsetting amounts recorded as equity issuance costs

on the Condensed Consolidated Statement of Stockholders’

Effective June 13, 2019, the Company issued

a Common Stock Purchase Warrant to Aeon for a Block Trade transaction.

The Company issued a warrant to purchase 1,338,889 shares

of common stock based upon the Block Trade transaction pursuant to the Company’s engagement agreement with Aeon dated February

22, 2018 (“Aeon Engagement Agreement”).

The Company classified these warrants as equity.

The warrants have a term of

five years with an exercise price of approximately $0.01 per warrant share.

Using the Black-Scholes-Merton option pricing model,

the Company determined the aggregate fair value of these warrants to be approximately $9,000.

The warrants have a cashless exercise

Effective July 15, 2019, the Company issued

a Common Stock Purchase Warrant to Aeon for a Block Trade transaction.

The Company issued a warrant to purchase 1,944,444 shares

of common stock based upon the Block Trade pursuant to the Aeon Engagement Agreement.

The Company classified these warrants as

The warrants have a term of five years with an exercise price of approximately $0.01 per warrant share.

Using the Black-Scholes-Merton

option pricing model, the Company determined the aggregate fair value of these warrants to be approximately $12,000.

have a cashless exercise feature.

Effective August 7, 2019, the Company issued

two Common Stock Purchase Warrants to Aeon for two Block Trade transactions.

The Company issued two warrants to purchase a total

of 3,500,000 shares of common stock based on two Block Trades 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 $0.01 per warrant share.

Using the Black-Scholes-Merton option pricing model, the Company determined the aggregate value of these warrants to be approximately

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 4,100,000 shares

of common stock based upon the Block Trade pursuant to the Aeon Engagement Agreement.

The Company classified these warrants as

The warrants have a term of five years with an exercise price of $0.01 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.

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 3,500,000 shares

of common stock based upon the Block Trade pursuant to the Aeon Engagement Agreement.

The Company classified these warrants as

The warrants have a term of five years with an exercise price of approximately $0.01 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.

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 1,333,333 shares

of common stock based upon the Block Trade pursuant to the Aeon Engagement Agreement.

The Company classified these warrants as

The warrants have a term of five years with an exercise price of approximately $0.01 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.

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 2,500,000 shares

of common stock based upon the Block Trade pursuant to the Aeon Engagement Agreement.

The Company classified these warrants as

The warrants have a term of five years with an exercise price of approximately $0.01 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.

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 4,500,000 shares

of common stock based upon the Block Trade pursuant to the Aeon Engagement Agreement.

The Company classified these warrants as

The warrants have a term of five years with an exercise price of approximately $0.01 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.

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 4,100,000 shares

of common stock based upon the Block Trade pursuant to the Aeon Engagement Agreement.

The Company classified these warrants as

The warrants have a term of five years with an exercise price of $0.01 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.

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 5,000,000 shares

of common stock based upon the Block Trade pursuant to the Aeon Engagement Agreement.

The Company classified these warrants as

The warrants have a term of five years with an exercise price of approximately $0.01 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.

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 2,500,000 shares

of common stock based upon the Block Trade pursuant to the Aeon Engagement Agreement.

The Company classified these warrants as

The warrants have a term of five years with an exercise price of approximately $0.01 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.

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 5,500,000 shares

of common stock based upon the Block Trade pursuant to the Aeon Engagement Agreement.

The Company classified these warrants as

The warrants have a term of five years with an exercise price of approximately $0.01 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.

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 1,333,333

shares of common stock based upon the Block Trade pursuant to the Aeon Engagement Agreement.

The Company classified these warrants

The warrants have a term of five years with an exercise price of approximately $0.01 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.

have a cashless exercise feature.

A summary of the Company’s warrant

activity and related information for the nine months ended January 31, 2021 is shown below:

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.

A summary of the Company’s warrant activity

and related information for the three months ended July 31, 2021 are shown below:

Warrant activity

Exercise Price

Outstanding, April 30, 2021

(17,000,000 )

Outstanding, January 31, 2021

Exercisable, January 31, 2021

The following table summarizes additional

information concerning warrants outstanding and exercisable at January 31, 2021:

Outstanding, July 31, 2021

Exercisable, July 31, 2021

The following table summarizes additional information

concerning warrants outstanding and exercisable at July 31, 2021:

Schedule of warrants outstanding and exercisable

Exercise Prices

1 unchanged sentence

Exercisable at

April 30, 2020

July 31, 2021

Exercise Price

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 three and nine months ended January 31, 2021 and 2020.

The Company owns 14.5% of the equity in

NOTE 7 – LEGAL PROCEEDINGS

There is no material litigation currently pending

against the Company or any of its subsidiaries or to which any of the subsidiaries’ property is subject.

To the Company’s

knowledge, there is no material litigation against any of its officers or directors in their capacity as such, and no such litigation

is contemplated by any governmental authorities.

NOTE 8 – RELATED PARTY TRANSACTIONS

The Company had the following related party transactions

during the three months ended July 31, 2021 and 2020, respectively.

The Company owns 14.5 % of the equity in SG

(“SG Austria”) and is reported on the cost method of accounting.

SG Austria has two subsidiaries:

(i) Austrianova Singapore Pte.

(“Austrianova”);

and (ii) Austrianova Thailand Company Ltd.

The Company purchased products and services from these

subsidiaries in the approximate amounts of $109,500 and $183,500 in the three and nine months ended January 31, 2021, respectively,

and $85,000 and $87,400 for the three and nine months ended January 31, 2020, respectively.

In April 2014, the Company entered the

Vin-de-Bona Consulting Agreement pursuant to which Vin-de-Bona agreed to provide professional consulting services to the Company.

Austrianova Singapore Pte.

(“Austrianova”);

and (ii) Austrianova Thailand Co., Ltd.

The Company purchased products

and services from these companies in the approximate amounts of $ 58,000 and $ 64,000 in the three months ended July 31, 2021 and

2020, respectively.

In April 2014, the Company entered a

Consulting Agreement with Vin-de-Bona Trading Company, Pte.

(“Vin-de Bona”) pursuant to which it agreed to provide

professional consulting services to the Company.

Vin-de-Bona is owned by Prof.

Günzburg (“Prof.

Günzburg”) and Dr.

Brian Salmons (“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 and Chief Technical Officer of Austrianova, and Dr.

Salmons is the Chief Executive Officer and President

of Austrianova).

The term of the agreement was for 12 months, automatically renewable for successive 12-month terms.

initial term, either party can terminate the agreement by giving the other party 30 days’

written notice before the effective

date of termination.

Günzburg (“Prof.

Günzburg”) and Dr.

Brian Salmons (“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.

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 three and nine months

ended January 31, 2021 were approximately $21,000 and $65,000, respectively, and $3,000 and $18,000 for the three and nine months

ended January 31, 2020, respectively.

In addition, during the nine months ended January 31, 2021 the Company issued 250,000 shares

of common stock to Dr.

Salmons to be a member of the Company’s Medical and Scientific Advisory Board.

The Company recorded

a noncash consulting expense of approximately $3,700 relating to this share issuance for the nine months ended January 31, 2021.

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

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.

See Note 9 under Service Agreements for

related party disclosures.

NOTE 9 –

COMMITMENTS AND CONTINGENCIES

amounts incurred for the three months ended July 31, 2021 and 2020 were approximately $ 32,000 and $ 23,000 , respectively.

addition, during the three months ended July 31, 2021 and 2020 the Company issued 0 and 167 shares of common stock, respectively, to

The Company recorded a noncash consulting expense of approximately $ 0 and $ 8,000 relating to these share issuances for

the three months ended July 31, 2021 and 2020, respectively.

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 product if regulatory approval for marketing of the

product candidate is obtained.

Effective September 1, 2017, the Company

entered into an office lease at 23046 Avenida de la Carlota, Suite 600, Laguna Hills, California (“Leased Premises”).

The term of the lease was 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 Leased Premises, commencing on September 1, 2020.

The term of the new lease expires on February

On December 2, 2020, the Company entered into an additional six-month lease of the Leased Premises, commencing on March

This lease expires on August 31, 2021.

Rent expenses for these offices for the

three months ended January 31, 2021 and 2020 were $5,288 and $7,152, respectively, and for the nine months ended January 31, 2021

and 2020 were $17,824 and $23,812, respectively.

The following table summarizes the Company’s

aggregate future minimum lease payments required under the operating leases as of January 31, 2021.

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.

In May 2019, the Company entered into a lease

for its office space in California for a one-year lease for the leased premises.

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 which expires on February 28, 2022.

Rent expenses for the office for the three

months ended July 31, 2021 and 2020 were $ 3,738 and $ 7,152 , respectively.

The following table summarizes the Company’s

aggregate future minimum lease payments required under the operating lease as of:

Schedule of future minimum rental payments for operating leases

Period Ending April 30, 2022

Compensation Agreements

The Company entered into executive compensation

agreements with its three executive officers in March 2015, each of which was amended in March 2017.

Each agreement had a term

of two years with automatic annual extensions thereafter unless the Company or the executive officer provides written notification

of termination at least ninety days prior to the end of the term or subsequent extensions.

Each agreement has been renewed.

Company also entered a compensation agreement with a Board member in April 2015 which continued in effect until amended in May

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 term continue in effect until a member is no longer on the Board.

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:

director receives the same compensation:

(i) $12,500 in cash for each calendar quarter of service on the Board;

fully-paid, non-assessable shares of the Company’s restricted common stock (“Shares”) annually;

and (iii) a five-year

option to purchase 500,000 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.

Service Agreements

The Company entered into several service

agreements with independent and related parties pursuant to which services will be provided over a specified period-of-time related

to our IND which was placed on clinical hold by the FDA and proposed clinical trial involving LAPC.

The services include regulatory

affairs strategy, advice and follow up work on the IND and services related to having the clinical hold lifted.

They also cover

a 24-month stability study, which is approximately fifty percent complete, including the container closure integrity testing of

the clinical trial product syringes.

The total cost is estimated to be approximately $437,000, of which the related party portion

will be approximately $310,000.

These amounts take into account some of the cost associated with the work and preclinical studies

required to lift the FDA’s clinical hold.

(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

The Company had no income tax expense for

the nine months ended January 31, 2021 and 2020, respectively.

During the nine months ended January 31, 2021 and 2020, the Company

had a net operating loss (“NOL”) for each period which generated deferred tax assets for NOL carryforwards.

the three months ended July 31, 2021 and 2020, respectively.

During the three months ended July 31, 2021 and 2020, the Company had a

net operating loss (“NOL”) for each period which generated deferred tax assets for NOL carryforwards.

provided valuation allowances against the net deferred tax assets including the deferred tax assets for NOL carryforwards.

allowances provided for the net deferred tax asset increased by approximately $565,000 and $270,000 for the nine months ended January

allowances provided for the net deferred tax asset increased by approximately $ 295,000 and $ 98,000 for the three months ended July

31, 2021 and 2020, respectively.

There was no material difference between

the effective tax rate and the projected blended statutory tax rate for the nine months ended January 31, 2021 and 2020.

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

Accordingly, 100% of the deferred tax valuation allowance has been recorded against these assets at January 31, 2021.

The Company’s policy is to recognize

There was no material difference between the effective

tax rate and the projected blended statutory tax rate for the three months ended July 31, 2021 and 2020.

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 at July 31, 2021.

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 nine months ended

January 31, 2021 and 2020, the Company had no accrued interest or penalties related to uncertain tax positions.

See Note 10 of Notes to the Consolidated

Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended April 30, 2020 for additional

information regarding income taxes.

NOTE 11 –

EARNINGS PER SHARE

Basic earnings (loss) per share is computed

by dividing earnings (loss) available to common stockholders by the weighted average number of shares outstanding during the period.

Diluted earnings (loss) per share is computed by dividing net income (loss) 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 nine months ended January 31, 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.

The table below sets forth the basic loss

per share calculations:

Three Months Ended January 31,

Basic weighted average number of shares outstanding

2,337,034,318

1,375,499,976

Diluted weighted average number of shares outstanding

2,337,034,318

1,375,499,976

Basic and diluted loss per share

Nine Months Ended January 31,

As of the three months ended

July 31, 2021 and 2020, the Company had no accrued interest or penalties related to uncertain tax positions.

See Note 10 of Notes to the Consolidated Financial

Statements included in the Company’s Annual Report on Form 10-K for the year ended April 30, 2021 for additional information regarding

income taxes.

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.

the periods ended July 31, 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.

The table below sets forth the basic loss per

share calculations:

Earnings per share calculations

Three months Ended July 31,

$ ( 1,025,418 )

1 unchanged sentence

Basic weighted average number of shares outstanding

2,108,274,833

1,284,500,731

Diluted weighted average number of shares outstanding

2,108,274,833

1,284,500,731

Basic and diluted loss per share

1 unchanged sentence

dilutive securities:

Nine Months Ended January 31,

Schedule of potentially dilutive securities

Three months Ended July 31,

Excluded options

1 unchanged sentence

Total excluded options and warrants

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 redeemed by the Company on December 3, 2019.

January 31, 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.

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".

share of Series A Preferred Stock was issued on October 30, 2019 and repurchased by the Company on December 3, 2019.

As of July 31, 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

4 unchanged sentences

The Series A Preferred Stock has no rights of transfer, conversion, dividends, preferences upon liquidation or participation in any distributions to shareholders.

NOTE 13 –

SUBSEQUENT EVENTS

On March 1, 2021, the Company received

notices of exercise for 26 Common Stock Purchase Warrants (“Warrants”).

The holder of the Warrants elected to exercise

the Warrants through a cashless exercise in accordance with the terms of the Warrants.

This resulted in the Company issuing 43,715,269

shares of unregistered common stock.

Management’s Discussion and Analysis

of Financial Condition and Results of Operations

Cautionary Note Regarding Forward-Looking

This Report includes “forward-looking

statements”

within the meaning of the federal securities laws.

All statements other than statements of historical fact are

“forward-looking statements”

for purposes of this Report, including any projections of earnings, revenue or other financial

items, any statements regarding the plans and objectives of management for future operations, any statements concerning proposed

new products or services, any statements regarding future economic conditions or performance, any statements regarding expected

benefits from any transactions and any statements of assumptions underlying any of the foregoing.

In some cases, forward-looking

statements can be identified by use of terminology such as “may,”

“will,”

“should,”

“believes,”

“intends,”

“expects,”

“plans,”

“anticipates,”

“estimates,”

“goal,”

“aim,”

“potential”

or “continue,”

or the negative thereof or other comparable terminology regarding

beliefs, plans, expectations or intentions regarding the future, including risks relating to the continuing outbreak of COVID-19.

Although we believe that the expectations reflected in the forward-looking statements contained in this Report are reasonable,

there can be no assurance that such expectations or any of the forward-looking statements will prove to be correct, and actual

results could differ materially from those projected or assumed in the forward-looking statements.

Thus, investors should refer

to and carefully review information in future documents we file with the Commission.

Our future financial condition and results

of operations, as well as any forward-looking statements, are subject to inherent risk and uncertainties, including, but not limited

to, the risk factors set forth in “Part I, Item 1A –

Risk Factors”

set forth in our Form 10-K for period ended

April 30, 2020 and our Quarterly Reports on Form 10-Q and for the reasons described elsewhere in this Report.

Among others, these

include our estimates regarding expenses, future revenues, capital requirements and needs for additional financing;

FDA lifts its clinical hold after we have submitted our responses to the FDA concerns related to our IND submission so that we

can commence our planned clinical trial involving LAPC;

the success and timing of our preclinical studies and clinical trials;

the potential that results of preclinical studies and clinical trials may indicate that any of our technologies and product candidates

are unsafe or ineffective;

our dependence on third parties in the conduct of our preclinical studies and clinical trials;

the difficulties

and expenses associated with obtaining and maintaining regulatory approval of our product candidates;

the material adverse impact

that COVID-19 may have on our business, including our efforts to have the clinical hold lifted and our planned clinical trial involving

LAPC, which could materially affect our operations as well as the business or operations of third parties with whom we conduct

and whether the FDA will approve our product candidates after our clinical trials are completed, assuming the FDA allows

our clinical trial to proceed after review of our clinical hold submission.

All forward- looking statements and reasons why results

may differ included in this Report are made as of the date hereof, and we do not intend to update any forward-looking statements

except as required by law or applicable regulations.

Except where the context otherwise requires, in this Report, the “Company,”

“we,”

“us”

and “our”

refer to PharmaCyte Biotech, Inc., a Nevada corporation, and, where appropriate,

its subsidiaries.

Product Candidates

We are 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 LAPC and Type 1 and insulin dependent Type 2 diabetes will

be developed.

We are developing therapies for pancreatic

and other solid cancerous tumors by using genetically engineered live human cells that we believe 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.

In this way, we believe 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.

We are 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 the FDA allows us to commence the clinical trial involving LAPC described in our IND, which the FDA has placed a clinical

hold, we will not spend any further resources developing this program.

In addition, we are 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

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.

We are using our therapy

for pancreatic cancer to determine if it can prevent or delay the production and accumulation of malignant ascites fluid.

our Cannabis program, until the FDA allows us to commence the clinical trial involving LAPC described in our IND, which

the FDA has placed a clinical hold, we will not spend any further resources developing this program.

We are also developing a therapy for Type

1 diabetes and insulin-dependent Type 2 diabetes.

Our diabetes therapy consists of encapsulated genetically modified insulin-producing

The encapsulation of the cell will be done using the Cell-in-a-Box ®

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,

we are not spending any further resources developing this program until the FDA allows us to commence the clinical trial involving

LAPC described in our IND, which the FDA has placed a clinical hold.

Finally, we had licensed from Hai Kang

the right to certain technology owned or controlled by Hai Kang related to COVID-19 diagnostic Kits.

Our license is both for the

sale of Kits as well as for the use of the technology underlying the Kits.

On November 19, 2020, we terminated the

Hai Kang License Agreement.

Clinical Hold

On September 1, 2020, we submitted an IND

to the FDA for a planned Phase 2b clinical trial in LAPC.

Shortly thereafter, we received Information Requests from the FDA related

We timely responded to all information requests.

On October 1, 2020, we received notice

that the FDA had placed our IND on clinical hold.

On October 30, 2020, the FDA sent a letter

to us setting forth the reasons for the clinical hold and specific guidance on what we must do to have the clinical hold lifted.

In order to address the clinical hold, the FDA has requested

Provide additional sequencing data and genetic stability studies;

Conduct a stability study on the final formulated drug product as well as the cells from the Master Cell Bank;

Evaluate the compatibility of the delivery devices (i.e., the prefilled syringe and microcatheter) with our drug product;

Provide additional detailed description of the manufacturing process;

Provide additional product release specifications for the encapsulated cells;

Demonstrate comparability between the 1st and 2nd generation products and ensure adequate and consistent product performance and safety between the two generations of product;

Conduct a biocompatibility assessment using the final finished capsules after the entire drug product manufacturing process (but without cells);

Address insufficiencies in Chemistry, Manufacturing and Controls information in the cross-referenced Drug Master File;

Conduct an additional nonclinical study to assess the safety, activity and distribution of the drug product;

Revise the Investigators Brochure to include any additional preclinical studies conducted in response to the clinical hold and remove any statements not supported by the data;

Provide data from a new and extensive pig study.

The FDA also requested that we address

several issues not related to the clinical hold in an amendment to the IND, including:

Providing a Certificate of Analysis for pc3/2B1 plasmid that includes tests for assessing purity, safety, and potency;

Performing qualification studies for the drug substance filling step to ensure that the product remains sterile and stable during the filling process;

Submitting an updated batch analysis for the drug product for the specific lot that will be used for manufacturing all future drug product;

Providing additional details for the methodology for the Resorufin (CYP2B1) potency and the PrestoBlue cell metabolic assays;

Providing a few examples of common microcatheters that fit the specifications in the Angiography Procedure Manual;

Clarifying the language in the Pharmacy Manual regarding proper use of the syringe fill with the drug product;

Providing a discussion with data for the potential for cellular and humoral immune reactivity against the heterologous rat CYP2B1 protein and potential for induction of autoimmune-mediated toxicities in the Company’s study population.

Since October 31, 2020, there has been

no further communication with the FDA regarding the clinical hold.

We have assembled a scientific team to

address the FDA requests related to the clinical hold.

That team is working to complete the items requested by the FDA.

not yet determined the estimated cost or the time necessary to complete these items.

The cost and time associated with completing

these items will be significant.

Thus far, we have 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.

We have also designed the biocompatibility tests for cytotoxicity, sensitization, irritation, acute

systemic toxicity, material-mediated pyrogenicity, subacute/subchronic toxicity, genotoxicity and implantation.

In addition, we

have 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

COVID-19 Potential Impact on the Financial Condition and

Results of Operations

COVID-19 is causing significant, industry-wide

delays in clinical trials.

Although we are not yet in a clinical trial, we have 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, we have assessed the impact of COVID-19 on our 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

These discourage and interfere with patient visits to a doctor’s office if the visit is not COVID-19 related.

providers and health systems are shifting their resources away from clinical trials toward the care of COVID-19 patients.

and other healthcare providers are making product candidates for the treatment of COVID-19 a priority over product candidates unrelated

As of the date of this Report, the COVID-19 pandemic has had an impact upon our operations, although we believe that

impact is not material.

The impact primarily relates to delays in tasks associated with the preparation of our 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 our 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 our clinical development

It is highly speculative in projecting

the effects of COVID-19 on our clinical development program and on us 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.

COVID-19 could materially affect our operations,

as well as the business or operations of third parties with whom we conduct business.

Our business could be adversely affected

by the effects of other future health pandemics in regions where we or third parties on which we rely have significant business

See the risk factors set forth in “Part I, Item 1A –

Risk Factors”

set forth in our Form 10-K for

period ended April 30, 2020 and for the risk factors described elsewhere in this Report.

Performance Indicators

Non-financial performance indicators used

by management to manage and assess how the business is progressing will include, but are not limited to, the ability to:

appropriate funding for all aspects of our operations;

(ii) acquire and complete necessary contracts;

(iii) complete activities

for producing genetically modified human cells and having them encapsulated for our preclinical studies and the planned clinical

trial in LAPC;

(iv) respond to the issues raised by the FDA in its clinical hold on our IND and otherwise have regulatory work

completed to enable studies and clinical trials to be submitted to regulatory agencies;

(v) complete all required tests and studies

on the cells and capsules we plan to use in our clinical trial in patients with LAPC;

and (vi) ensure completion of the production

of encapsulated cells according to current Good Manufacturing Practices regulations

to use in our planned clinical trial involving LAPC.

There are numerous items required to be

completed successfully in order for the FDA’s clinical hold on our IND to be lifted and our final product candidate is ready

for use in our planned clinical trial involving LAPC.

The effects of material transactions with related parties, and certain other

parties to the extent necessary for such an undertaking, may have substantial effects on both the timeliness and success of our

current and prospective financial position and operating results.

Nonetheless, we are actively working to ensure strong ties and

interactions to minimize the inherent risks regarding success.

We do not believe there are factors which will cause materially

different amounts to be reported than those presented in this Report.

We aim to assess this regularly to provide accurate information

to our shareholders.

Results of Operations

Three and nine months ended January 31, 2021 compared

to three and nine months ended January 31, 2020

We had no revenues for the three and nine months ended January

31, 2021 and 2020.

Operating Expenses and Loss from Operations

The following table summarizes our operating

expenses and loss from operations for the three and nine months ended January 31, 2021 and 2020, respectively:

Three Months Ended January 31,

Nine Months Ended January 31,

The total operating expenses for

the three-month period ended January 31, 2021 decreased by $118,461 from the three months ended January 31, 2020.

is attributable to a decrease in general and administrative (“G&A”) expenses of $75,215, a decrease in director

fees of $13,316, a decrease in legal and professional expense of $20,811 a decrease in compensation expense of $69,911, net of

an increase in R&D expense of $60,792.

The decrease in G&A expenses were mainly attributable to reductions in consulting

fees and travel expenses.

The total operating expenses for the nine-month

period ended January 31, 2021 decreased by $488,467 from the nine months ended January 31, 2020.

The decrease is attributable to

a decrease in G&A expenses of $696,333, a decrease in director fees of $30,471, a decrease in compensation expense of $137,819,

a decrease in legal and professional expense of $16,254, net of an increase in R&D expense of $392,410.

The decrease in G&A

expenses were mainly attributable to reductions in consulting fees and travel expenses.

Other expense

The following table sets forth our other expense for the three

and nine months ended January 31, 2021 and 2020:

Three Months Ended January 31,

Nine Months Ended January 31,

Total other expense for the three months

ended January 31, 2021 increased by the amount of $249 from the three months ended January 31, 2020.

The increase is attributable

to the increase of interest expense in the amount of $249.

Total other expense for the nine months

ended January 31, 2021 increased by the amount of $3,194 from the nine months ended January 31, 2020.

The increase is attributable

to the increase of interest expense in the amount of $2,006, an increase in income taxes of $800 and an increase in foreign exchange

losses of $388.

Discussion of Operating, Investing and

Financing Activities

The following table presents a summary of our sources and uses

of cash for the nine months ended January 31, 2021 and 2020, respectively:

Nine Months Ended

January 31, 2021

January 31, 2020

Net cash used in operating activities:

$ (2,390,586 )

$ (1,698,981 )

Net cash provided by (used in) investing activities:

Net cash provided by financing activities:

Effect of currency rate exchange

Net increase (decrease) in cash

Operating Activities :

The net cash used in operating activities

for the nine months ended January 31, 2021 is a result of our net losses, decreases in accounts payable, accrued expenses and a

decrease in prepaid expenses and an increase in securities issued for services and compensation.

The cash used in operating activities

for the nine months ended January 31, 2020 is a result of our net losses, offset by an increase in stock issued, a decrease in

prepaid expenses and increases in accounts payable and accrued expenses.

See Condensed Consolidated Statements of Cash Flows on

Investing Activities :

There were no investing activities in the nine months ended

January 31, 2021 and 2020.

Financing Activities :

The cash provided from financing activities

is mainly attributable to the proceeds from the sale of our common stock net of the use of funds for payment of director and officer

insurance financing.

Liquidity and Capital Resources

As of January 31, 2021, our cash totaled

approximately $3,091,000, compared to approximately $142,000 at January 31, 2020.

Working capital was approximately $2,492,000

at January 31, 2021 and approximately a negative $810,000 at January 31, 2020.

The increase in cash is attributable to a higher

beginning cash balance, an increase in proceeds from the sale of our common stock offset by a decrease in our operating expenses.

During the nine months ended January 31,

2021, funding was provided by investors to maintain and expand our operations and R&D.

Sales of our common stock were consummated

using the S-3.

During the nine months ended January 31, 2020, we continued to acquire funds through our S-3 pursuant to Block Trades

transactions in a program which is structured to provide up to $25 million dollars to us less certain commissions pursuant to the

As of August 13, 2020, we no longer met

the eligibility requirements to use the S-3.

In Note 2 –

Going Concern to our

Condensed Consolidated Financial Statements set forth in this Report, we note that certain conditions raise substantial doubt about

our ability to continue as a going concern.

However, we believe the cash on hand, the potential sales of unregistered shares of

its common stock and any public offerings of common stock in which the Company may engage in will provide sufficient capital to

meet the Company’s capital requirements and to fund the Company’s operations through March 31, 2022.

Use of Estimates and Critical Accounting

For a discussion regarding the Company’s

use of estimates and critical accounting policies, see Note 2 “Summary of Significant Accounting Policies”

to our Condensed Consolidated Financial Statements contained in this Report.

Off-Balance Sheet Arrangements

Except as described below, we have no off-balance

sheet arrangements that could have a material current effect or that are reasonably likely to have a material adverse effect on

our financial condition, changes in financial conditions, revenues or expenses, results of operations, liquidity, capital expenditures

or capital resources.

Service Agreements

We entered into several service agreements

with independent and related parties pursuant to which services will be provided over a specified period-of-time related to our

IND which was placed on clinical hold by the FDA and proposed clinical trial involving LAPC.

The services include regulatory affairs

strategy, advice and follow up work on the IND and services related to having the clinical hold lifted.

They also cover a 24-month

stability study, which is approximately fifty percent complete.

including the container closure integrity testing of the clinical

trial product syringes.

The total cost is estimated to be approximately $437,000, of which the related party portion will be approximately

These amounts take into account some of the cost associated with the work and preclinical studies required to lift the

FDA’s clinical hold.

New Accounting Pronouncements

For a discussion of all recently adopted

and recently issued but not yet adopted accounting pronouncements, see Note 2 “Summary of Significant Accounting Policies”

of the Notes to our Condensed Consolidated Financial Statements contained in this Report.

Available Information

Our website is located at www.PharmaCyte.com,

In addition, all our filings submitted to the Commission, including our Annual Reports on Form 10-K, Quarterly Reports on Form

10-Q, Current Reports on Form 8-K and all our other reports and statements filed with the Commission are available on the Commission’s

web site at www.sec.gov.

Such filings are also available for download free of charge on our website.

The contents of the website

are not, and are not intended to be, incorporated by reference into this Report or any other report or document filed with the

Commission or furnished by us, and any reference to the websites are intended to be inactive textual references only.

Quantitative and

Qualitative Disclosures About Market Risk.

The information called for by Item 3 is

not required for a smaller reporting company.

NOTE 13 – SUBSEQUENT EVENTS

Nasdaq Listing

Our common stock began trading on the Nasdaq Capital

Market on August 10, 2021, under the symbol “PMCB.” Prior to that, our common stock was quoted on the OTCQB Market under the

symbol “PMCB,” and following the reverse stock split of our common stock effective as of July 12, 2021, and until August 6,

2021, the OTCQB Market Symbol for our common stock had temporarily been PMCBD.

August 2021 Underwritten Offering

On August 9, 2021, the Company entered into an

underwriting agreement with H.C.

Wainwright & Co.

LLC (“Wainwright”) with respect to a public offering of 2,630,385 shares

(“Shares”) of common stock, with a par value of $0.0001, 899,027 Pre-funded warrants (“Pre-funded Warrants”) to

purchase common stock and common stock warrants (“Common Warrants”) to purchase 3,529,412 shares of common stock.

gross proceeds of the offering before deduction of underwriting discounts, commissions and estimated offering expenses payable by the

Company was approximately $15 million pursuant to the Third S-3.

Each share of common stock (or pre-funded warrant in lieu thereof) was

sold together with one warrant to purchase one share of common stock at an effective combined public offering price of $4.25 per share

of common stock and accompanying warrant, less underwriting discounts and commissions.

The Common Warrants have an exercise price of $4.25

per share, are exercisable immediately, and will expire five years following the date of issuance.

The Pre-funded Warrants have an exercise

price of $0.001 per share, are exercisable immediately, and do not have an expiration date.

In addition, the Company granted the Underwriter

a 30-day option to purchase up to 529,411 Shares and/or Common Warrants at the public offering price, less underwriting discounts and

commissions, which the underwriter has partially exercised for Common Warrants to purchase an aggregate of up to 499,116 shares of common

August 2021 Registered Direct Offering and

Concurrent Private Placement

On August 19, 2021, the Company entered into a

Purchase Agreement with certain institutional investors.

Pursuant to the Purchase Agreement, the Company agreed to sell in a Registered

Direct Offering 8,430,000 shares (“Shares”) of the Company’s Common Stock, with a par value of $0.0001, and Pre-funded

warrants to purchase up to 5,570,000 shares of Common Stock.

The Pre-Funded Warrants have an exercise price of $0.001 per share and are

immediately exercisable and can be exercised at any time after their original issuance until such Pre-Funded Warrants are exercised in

Each Share was sold at an offering price of $5.00 and each Pre-Funded Warrant was sold at an offering price of $4.999 (equal to

the purchase price per Share minus the exercise price of the Pre-Funded Warrant).

Pursuant to the Purchase Agreement, in a concurrent

private placement (together with the Registered Direct Offering, the “August 19 Offerings”), the Company also agreed to issue

to the Purchasers unregistered warrants (“Series A Warrants”) to purchase up to 7,000,000 shares of Common Stock.

A Warrant has an exercise price of $5.00 per share, is exercisable immediately, and will expire five years following the date of issuance.

The Company receives gross proceeds from the August 19 Offerings, before deducting placement agent fees and other estimated offering expenses

payable by the Company, of approximately $70 million.

In addition, the Company issued to Wainwright

or its designees upon closing of the August 19 Offerings warrants (“Placement Agent Warrants”) to purchase 1,050,000 shares

of common stock at an exercise price of $6.25 per share (which represents 125% of the offering price per Share in the August 19 Offerings).

The Placement Agent Warrants will terminate five years after the date of commencement of sales in the Offerings.

August 2021 Warrant Exercises

As of August 18, 2021, all 899,027 of the

Pre-funded Warrants issued in the August 2021 underwritten offering have been exercised.

As of August 31, 2021, 2,522,387 of the Common

Warrants issued in the August 2021 underwritten offering have been exercised, for aggregate gross proceeds to the Company of $10,720,145.

As of August 31, 2021, 4,620,000 of the Pre-funded

Warrants issued in the August 19, 2021 Offerings have been exercised, for aggregate gross proceeds to the Company of $4,620.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements