Other Information .
−Removed: Underwriting Agreement, dated as of August 9, 2021
−Removed: Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 11, 2021.
−Removed: Articles of Incorporation of the Company, as amended, dated October 31, 2019
−Removed: Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed with the SEC on March 13, 2020.
−Removed: of Amendment dated July 2, 2021, to Articles of Incorporation of the Company
−Removed: Incorporated by reference from the Company’s Current Report on Form 8-K filed on July 6, 2021
−Removed: Certificate of Change to Articles of Incorporation of the Company, dated July 9, 2021
−Removed: Incorporated by reference to from the Company’s Current Report on Form 8-K filed on July 13, 2021
−Removed: Corporate Bylaws
−Removed: Incorporated by reference from the Company’s Registration Statement on Form SB-2 (File No.
−Removed: 333-68008) filed with the SEC on August 20, 2001.
−Removed: Amendment No.
−Removed: 1 to the Bylaws of PharmaCyte Biotech, Inc.
−Removed: Incorporated by reference from the Company’s Current Report on Form 8-K filed with the SEC on September 25, 2014.
−Removed: Amendment No.
−Removed: 2 to the Bylaws of PharmaCyte Biotech, Inc.
−Removed: Incorporated by reference from the Company’s Current Report on Form 8-K filed with the SEC on October 3, 2014.
−Removed: Amendment No.
−Removed: 3 to PharmaCyte’s Bylaws, as previously filed as Exhibit 99.2 to the Company’s Current Report on Form 8-K on June 4, 2021
−Removed: Incorporated by reference from the Company’s Current Report on Form 10-K filed on August 10, 2021
−Removed: Amendment No.
−Removed: 4 to PharmaCyte’s Bylaws, as previously filed as Exhibit 99.2 to the Company’s Current Report on Form 8-K on July 6, 2021
−Removed: Incorporated by reference from the Company’s Current Report on Form 10-K filed on August 10, 2021
−Removed: Form of Common Warrant
−Removed: Incorporated by reference from the Company’s
−Removed: Current Report on Form 8-K filed with the SEC on August 12, 2021.
−Removed: Form of Pre-Funded Warrant
−Removed: Incorporated by reference from the Company’s
−Removed: Current Report on Form 8-K filed with the SEC on August 12, 2021.
−Removed: Form of Underwriter’s Warrant
−Removed: Incorporated by reference from the Company’s
−Removed: Current Report on Form 8-K filed with the SEC on August 12, 2021.
−Removed: Form of Pre-Funded Common Stock Purchase Warrant
−Removed: Incorporated by reference from the Company’s Current Report on Form 8-K filed with the SEC on August 23, 2021.
−Removed: Form of Series A Purchase Warrant
−Removed: Incorporated by reference from the Company’s Current Report on Form 8-K filed with the SEC on August 23, 2021.
−Removed: Form of Placement Agent Common Stock Purchase Warrant
−Removed: Incorporated by reference from the Company’s Current Report on Form 8-K filed with the SEC on August 23, 2021.
−Removed: Securities Purchase Agreement, dated as of August 19, 2021
−Removed: Incorporated by reference from the Company’s Current Report on Form
−Removed: 8-K filed with the SEC on August 23, 2021.
+Added: On February 13, 2022, Mr.
+Added: a member of the Board of Directors of the Company, passed away.
+Added: Yuen served as an independent member of the Board and as a member
+Added: of the Board’s Compensation Committee and Nominating Committee (of which he was the Chairman).
+Added: On February 15, 2022, the Company notified the
+Added: Nasdaq Stock Market (“Nasdaq”) of Mr.
+Added: Yuen’s death and that, because of the loss, the Company is temporarily not in
+Added: compliance with the continued listing requirements as set forth in Nasdaq Listing Rule 5605(b)(1), regarding the composition of the Board.
+Added: This is because a majority of the Board is, as a result of Mr.
+Added: Yuen’s death, not comprised of independent directors.
+Added: In accordance with Nasdaq Listing Rule 5605(b)(1)(A),
+Added: the Company has an automatic cure period in order to regain compliance.
+Added: The Company expects to regain compliance with such rule by filling
+Added: Yuen’s vacancy on the Board with a new independent director who satisfies the applicable requirements of the Nasdaq Listing
+Added: Rules prior to the expiration of the cure period provided under Nasdaq Listing Rule 5605.
+Added: Nasdaq rules require that a majority of the Board
+Added: of Directors be independent directors.
+Added: The Company is technically no longer in compliance with Nasdaq rules.
+Added: As required, the Company
+Added: filed an 8-K with the SEC on Feb.
+Added: 17 disclosing this.
+Added: On February 24, 2022, the Company received a letter
+Added: from Nasdaq confirming that we are not in compliance with Nasdaq rules.
+Added: The Company expected to receive this letter.
+Added: The letter also sets
+Added: forth the cure period the Company was given to regain compliance:
+Added: the earlier of the Company’s next annual shareholders’ meeting or February 13, 2023;
+Added: if the next annual shareholders’ meeting is held before August 12, 2022, then the Company must provide evidence of compliance no later than August 12, 2022.
+Added: Articles of Incorporation of the Company, as amended
+Added: Incorporated by reference from the Company’s Quarterly Report
+Added: on Form 10-Q filed with the SEC on March 13, 2020
+Added: Bylaws of the Company, as amended.
+Added: Incorporated by reference from the Company’s Current Report on
+Added: Form 8-K filed on July 13, 2021
Principal Executive Officer Certification required by Rules 13a-14 and 15d-14as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
18 unchanged sentences
PharmaCyte Biotech, Inc.
−Removed: December 14, 2021
+Added: March 15, 2022
/s/ Kenneth L.
1 unchanged sentence
(Duly Authorized Officer and Principal Executive Officer)
−Removed: December 14, 2021
+Added: March 15, 2022
/s/ Carlos A.
2 unchanged sentences
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.