PharmaCyte Biotech, Inc. 10-Q

Item 5. Other Information . On February 13, 2022, Mr. Thomas C.K. Yuen, a member of the Board of Directors of the Company, passed away. Mr. Yuen served as an independent member of the Board and as a member of the Board’s Compensation Committee and Nominating Committee (of which he was the Chairman). On February 15, 2022, the Company notified the Nasdaq Stock Market (“Nasdaq”) of Mr. Yuen’s death and that, because of the loss, the Company is temporarily not in compliance with the continued listing requirements as set forth in Nasdaq Listing Rule 5605(b)(1), regarding the composition of the Board. This is because a majority of the Board is, as a result of Mr. Yuen’s death, not comprised of independent directors. In accordance with Nasdaq Listing Rule 5605(b)(1)(A), the Company has an automatic cure period in order to regain compliance. The Company expects to regain compliance with such rule by filling Mr. Yuen’s vacancy on the Board with a new independent director who satisfies the applicable requirements of the Nasdaq Listing Rules prior to the expiration of the cure period provided under Nasdaq Listing Rule 5605. Nasdaq rules require that a majority of the Board of Directors be independent directors. The Company is technically no longer in compliance with Nasdaq rules. As required, the Company filed an 8-K with the SEC on Feb. 17 disclosing this. On February 24, 2022, the Company received a letter from Nasdaq confirming that we are not in compliance with Nasdaq rules. The Company expected to receive this letter. The letter also sets forth the cure period the Company was given to regain compliance: · the earlier of the Company’s next annual shareholders’ meeting or February 13, 2023; or · 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. 40 Item 6. Exhibits. Exhibit No. Description Location 3.1 Articles of Incorporation of the Company, as amended Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed with the SEC on March 13, 2020 3.2 Bylaws of the Company, as amended. Incorporated by reference from the Company’s Current Report on Form 8-K filed on July 13, 2021 31.1 Principal Executive Officer Certification required by Rules 13a-14 and 15d-14as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed herewith 31.2 Principal Executive Officer Certification required by Rules 13a-14 and 15d-14as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed herewith 32.1 Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes Oxley Act of 2002 Furnished herewith 32.2 Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes Oxley Act of 2002 Furnished herewith 101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted in iXBRL, and included in exhibit 101). 41 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized. PharmaCyte Biotech, Inc. March 15, 2022 By: /s/ Kenneth L. Waggoner Kenneth L. Waggoner Chief Executive Officer (Duly Authorized Officer and Principal Executive Officer) March 15, 2022 By: /s/ Carlos A. Trujillo Carlos A. Trujillo Chief Financial Officer (Duly Authorized Officer and Principal Financial and Principal Accounting Officer) 42