What changed in this filing

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Item 9A. Controls and Procedures

2022-07-28 compared with 2021-08-10 · 1099 added, 1302 removed, 1013 unchanged (70% of the section changed)

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Our Chief Executive Officer, President and General

Counsel, as our principal executive officer (“Chief Executive Officer”), and our Chief Financial Officer, as our principal

financial officer (“Chief Financial Officer”), evaluated the effectiveness of our “disclosure controls and procedures,”

Counsel, as our principal executive officer (“Chief Executive Officer”), and our Chief Financial Officer, as our principal

financial officer (“Chief Financial Officer”), evaluated the effectiveness of our “disclosure controls and procedures,”

as such term is defined in Rule 13a-15(e) promulgated under the Exchange Act.

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that the information required to be disclosed in the reports that we file or submit to the Commission pursuant to the Exchange Act are

recorded, processed, summarized and reported within the period specified by the Commission’s rules and forms and are accumulated

and communicated to our management, including our Chief Executive Officer, as appropriate to allow timely decisions regarding required

Based upon this evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that, as of April

30, 2021, our disclosure controls and procedures were not effective due to the material weaknesses in internal control over financial

reporting, below described in Management’s Report on Internal Control over Financial Reporting.

30, 2022, that certain of our disclosure controls and procedures were not effective due to the material weaknesses in internal control

over financial reporting.

This is described below in Management’s Report on Internal Control over Financial Reporting.

A control system, no matter how well conceived

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assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Management’s Report on Internal Controls

over Financial Reporting

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Our internal controls over financial reporting are designed to provide reasonable assurance regarding the reliability of financial reporting

and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United

States of America (“U.S.

GAAP”).

and the preparation of financial statements for external purposes in accordance with U.S.

A material weakness is a deficiency, or a combination

of deficiencies, in internal controls over financial reporting such that there is a reasonable possibility that a material misstatement

of the company’s annual or interim financial statements will not be prevented or detected in a timely basis.

of our annual or interim financial statements will not be prevented or detected in a timely basis.

Under the supervision and with the participation

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controls over financial reporting as of April 30, 2022, based on the criteria outlined in Internal Control-Integrated Framework (2013)

issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and identified the following material

weaknesses in internal controls over financial reporting:

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We have delegated some of the duties of our Chief Financial Officer to other personnel within the Company and have added review and approval processes performed by the Chief Executive Officer.

However, we have determined that we still have insufficient segregation of the duties of our Chief Financial Officer and will continue to review these procedures to determine ways to further improve them given our limited staff.

Insufficient information technology controls and documentation.

We currently use accounting software which we have determined is inadequate to provide the level of controls required by COSO.

We are in the process of initiating a review process to fully evaluate the deficiencies in our technology controls and documentation.

Based upon the results of this review process, we intend to implement the required remediation measures when it is reasonable to do so.

Because of these material weaknesses, our Chief

Executive Officer and our Chief Financial Officer concluded that, as of April 30, 2021, our internal controls over financial reporting

were not effective based on the COSO criteria.

We are in the process of investigating new procedures

and controls for fiscal year 2022.

We plan to make changes to our procedures and controls that we believe are reasonably likely to strengthen

and materially affect our internal controls over financial reporting.

Prior to the remediation of these material weaknesses,

However, we have determined that we still have insufficient segregation of the duties of our Chief Financial Officer.

We plan to hire an additional person to work for our Chief Financial Officer to enable sufficient segregation of his duties.

Because of this material weakness, our Chief Executive

Officer and our Chief Financial Officer concluded that, as of April 30, 2022, our internal controls over financial reporting were not

effective based on the COSO criteria.

We plan to make changes to our procedures and

controls that we believe are reasonably likely to strengthen and materially affect our internal controls over financial reporting.

one material weakness should be eliminated during fiscal year 2023.

Prior to the remediation of our material weakness,

there remains risk that the processes and procedures on which we currently rely will fail to be sufficiently effective, which could result

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Remediation of a Material Weakness

Throughout the year ended

April 30, 2021, the Company undertook remediation measures related to a previously reported material weakness in internal control over

financial reporting.

The previously reported material weakness related to insufficient procedures and control documentation including

lack of timely contract preparation and review by qualified personnel and management.

We completed this remediation measures during the

year ended April 30, 2021, including testing of the design and implementation of the related controls.

Specifically, we implemented a

more rigorous process to provide ample review time of financial information, including contract preparation and review by qualified personnel

as well as management.

Based on these procedures, we believe that the previously reported material weakness has been remediated.

Throughout the year ended April 30, 2022, we undertook

remediation measures related to a previously reported material weakness in internal control over financial reporting.

The previously reported

material weakness related to insufficient information technology controls and documentation.

We completed the remediation measures during

the year ended April 30, 2022, including testing of the design and implementation of the related controls.

We acquired and installed an

accounting software package to record our transactions to provide the level of controls required by COSO.

Based on these procedures, we

believe that this previously reported material weakness has been remediated.

Changes in Internal Controls over Financial

Other than described

above in this Item 9A, there were no changes to our internal control over financial reporting during the fiscal year ended April 30, 2021

that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Other than described above in this Item 9A, there

were no changes to our internal control over financial reporting during the fiscal year ended April 30, 2022, that have materially affected,

or are reasonably likely to materially affect, our internal controls over financial reporting.

The Certifications of our Principal Executive

and Principal Financial Officer required in accordance with Rule 13a-14(a) under the Exchange Act and Section 302 of the Sarbanes-Oxley

Act of 2002 (“Certifications”) are attached to this Report.

The disclosures set forth in this Item 9A contain information

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OTHER INFORMATION

On May 8, 2022, we entered into amendments to

the employment agreements with each of Kenneth L.

Waggoner, our Chief Executive Officer and President, and Carlos A.

Trujillo, our Chief

Financial Officer.

The terms of such amended employment agreements are summarized in Part III, Item 11.

“Executive Compensation—Employment

Arrangements” of this Report, which summaries are qualified in their entirety by reference to the full text of such amended employment

agreements filed herewith as Exhibits 10.40 and 10.41.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS

THAT PREVENT INSPECTIONS

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND

CORPORATE GOVERNANCE

As of August 9, 2021, our directors and executive

As of July 15, 2022, our directors and executive

officers are:

Chairman of the Board, Chief Executive Officer, President and General Counsel

Crabtree, PhD.

Director and Chief Scientific Officer

Trujillo, CPA

Director and Chief Financial Officer

Thomas Liquard

Abecassis, MD

He became our Chief Executive Officer and President

in November 2013.

Matthias Löhr

Waggoner became our Chief Executive

Officer and President in November 2013.

Shortly thereafter, Mr.

Waggoner assumed the additional position of General Counsel.

In April 2014, Mr.

Waggoner became

a full-time employee as the Chief Executive Officer, President and General Counsel of both PharmaCyte and Viridis Biotech, a wholly owned

subsidiary of PharmaCyte.

Waggoner became a full-time employee as the Chief Executive Officer, President and General Counsel of both PharmaCyte and Viridis

Biotech, a wholly owned subsidiary of PharmaCyte.

Waggoner has been a member of the Board since September 2014.

Waggoner has over forty-five years of

experience in management, business, operations and the practice of law.

It was his education, training, experience and leadership skills

that led us to elect him to the Board and appoint him Chairman.

Waggoner has over

forty-five years of experience in management, business, operations and the practice of law.

It was his education, training, experience

and leadership skills that led us to elect him to the Board and appoint him Chairman.

Waggoner began his professional career as

an attorney in private practice.

From 1986 to 2003, he was a senior partner with Brobeck, Phleger and Harrison (“Brobeck”),

where he was the Managing Partner of Brobeck’s Los Angeles office.

From 1986 to 2003, he was a senior partner with the international law firm Brobeck, Phleger and Harrison

He was the Managing Partner of Brobeck’s Los Angeles office.

While at Brobeck, Mr.

Waggoner served as a member of the Executive

Committee and on the Policy Committee.

Waggoner was the co-Chairman of Brobeck’s worldwide Environmental Law Group.

Waggoner’s career included leadership

Waggoner served as a

member of the Executive Committee and Policy Committee.

Waggoner was the co-Chairman of Brobeck’s worldwide Environmental Law

Waggoner’s career included leadership

and legal positions with Fortune 100 companies most of his professional career.

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Waggoner served as the Vice President

and General Counsel of Chevron’s global downstream operations where he was responsible for the overall management of legal services

to the North American, Latin American, European and Asian Products Companies.

While at Chevron, Mr.

Waggoner led the successful restructuring

of Chevron’s global Legal Department following Chevron’s acquisition of Texaco.

Waggoner led the restructuring of

Chevron’s global Legal Department following Chevron’s acquisition of Texaco.

From 2005 until September 2013, Mr.

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honors from Loyola University School of Law in Los Angeles in 1973.

Crabtree, PhD

Crabtree is our Chief Scientific Officer

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He has served as Chief Scientific Officer since October 14, 2020.

Prior to that,

Crabtree was our Chief Operating Officer.

Given the major importance to developing treatments for cancer and diabetes

coupled with Dr.

Crabtree’s education, training and experience, Dr.

Given the major importance to developing treatments for cancer and diabetes coupled with

Crabtree’s education, training and experience, Dr.

Crabtree was appointed to the Board.

Crabtree’s background in the biomedical

sciences has been substantial, having been involved with various biopharmaceutical companies where he has alternatively supervised and

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and review articles.

Crabtree has over 50 years of experience in the biomedical sciences sector with the majority of that being in the cancer area.

served as the Director of Project Planning and Management (Oncology and Immunology) at Bristol-Myers Squibb (“BMS”) from 1990

Crabtree has over 50 years of experience in

the biomedical sciences sector with the majority of that being in the cancer area.

Crabtree served as the Director of Project Planning

and Management (Oncology and Immunology) at Bristol-Myers Squibb (“BMS”) from 1990 to 1997.

While at BMS, Dr.

Crabtree established and directed the department that coordinated the development of all oncologic and immunologic

drugs from initial discovery through regulatory approval.

He also served as Project Manager for the development of the major anticancer

agent, Taxol.

Taxol ultimately became a multi-billion-dollar drug for BMS and is still widely used to treat a variety of cancers.

1985 to 1990, Dr.

Crabtree was the Director of Pharmacology at Viratek, a subsidiary of ICN Pharmaceuticals, in Costa Mesa, California,

where he worked on the development of anticancer drugs first developed at the Nucleic Acid Research Institute, a joint venture between

Eastman Kodak and ICN Pharmaceuticals.

He also helped coordinate the development of ribavirin, Viratek's landmark antiviral drug.

1970 through 1985, Dr.

Crabtree was a member of the faculty of Brown University where he was involved in both basic and clinical cancer

Crabtree received

in Biochemistry from the University of Alberta, Edmonton, Alberta, Canada, and has published over 80 articles in peer-reviewed

He was a National Cancer Institute of Canada Research Fellow, is currently a member of the American Society of Clinical Oncology

and was a member of the American Association for Cancer Research from the early 1990s until recently and has served on research grant

review committees for the National Institutes of Health and the American Cancer Society.

Trujillo, CPA

Trujillo has been our Chief

Financial Officer and a member of the Board since March 2017.

Crabtree established

and directed the department that coordinated the development of all oncologic and immunologic drugs from initial discovery through regulatory

He also served as Project Manager for the development of the major anticancer agent, Taxol.

Taxol ultimately became a multi-billion-dollar

drug for BMS and is still widely used to treat a variety of cancers.

From 1985 to 1990, Dr.

Crabtree was the Director of Pharmacology

at Viratek, a subsidiary of ICN Pharmaceuticals, in Costa Mesa, California, where he worked on the development of anticancer drugs first

developed at the Nucleic Acid Research Institute, a joint venture between Eastman Kodak and ICN Pharmaceuticals.

He also helped coordinate

the development of ribavirin, Viratek's landmark antiviral drug.

From 1970 through 1985, Dr.

Crabtree was a member of the faculty of Brown

University where he was involved in both basic and clinical cancer research.

Crabtree received his Ph.D.

in Biochemistry

from the University of Alberta, Edmonton, Alberta, Canada, and has published over 80 articles in peer-reviewed journals.

He was a National

Cancer Institute of Canada Research Fellow, is currently a member of the American Society of Clinical Oncology and was a member of the

American Association for Cancer Research from the early 1990s until recently and has served on research grant review committees for the

National Institutes of Health and the American Cancer Society.

Trujillo has been our Chief Financial

Officer and a member of the Board since March 2017.

He began working for us as an independent contractor in September 2014.

In January 2015, Mr.

Trujillo became a full-time employee as the Vice President of Finance of both us and Viridis Biotech, and

in March 2017, Mr.

Trujillo became a full-time employee as the Vice President of Finance of both us and Viridis Biotech, and in March 2017, Mr.

Trujillo was appointed as our Chief Financial Officer.

Trujillo has over three decades of experience in management, business, operations and financial accounting.

education, experience and leadership skills that led us to elect him to the Board.

Trujillo has over three decades of experience in management, business, operations

and financial accounting.

It was his education, experience and leadership skills that led us to elect him to the Board.

Trujillo is a Certified Public Accountant

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Trujillo was the Chief Financial Officer of VelaTel Global Communications, Inc.

As a result, he brings extensive experience

to us in preparing and filing periodic reports with the Commission, in mergers and acquisitions and in the filing of comprehensive financial

As a result, he brings experience to us in preparing

and filing periodic reports with the Commission, in mergers and acquisitions and in the filing of comprehensive financial statements.

Trujillo received his Bachelor of Accounting

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since April 2015.

Liquard has more than 15 years of experience in the pharmaceutical industry,

having held various commercialization, product development and leadership roles with large pharmaceutical and biotechnology companies .

currently serves as the Senior Vice President of Product Development at Neurelis, Inc., a San Diego based biotechnology company.

Neurelis in late 2017.

He From August 2015 to August 2017, Mr.

Liquard was the Chief Executive Officer of Immuron, a Melbourne, Australia-based

pharmaceutical company.

Liquard has more than 15 years of experience in the pharmaceutical industry, having held various commercialization,

product development and leadership roles with large pharmaceutical and biotechnology companies.

Liquard currently serves as the Senior Vice

President of Product Development at Neurelis, Inc., a San Diego based biotechnology company.

He joined Neurelis in late 2017.

August 2015 to August 2017, Mr.

Liquard was the Chief Executive Officer of Immuron, a Melbourne, Australia-based pharmaceutical company.

Prior to Immuron, Mr.

Liquard served as the Chief Executive Officer and Chief Operating Officer of Alchemia, a

major Australian pharmaceutical company.

Liquard served as the Chief Executive Officer and Chief Operating Officer of Alchemia, a major Australian pharmaceutical

Liquard worked for Alchemia from October 2013 to November 2014.

Liquard spent the previous

seven years with Pfizer, Inc.

Liquard spent the previous seven years with Pfizer, Inc.

based in New York, where he held various senior commercial positions.

His last was as Senior Director, Portfolio

Development Leader and Emerging Markets for the Established Products portfolio.

His last was as Senior Director, Portfolio Development Leader and

Emerging Markets for the Established Products portfolio.

In that role, Mr.

Liquard drove business development (M&A,

licensing, partnerships) and internal product development initiatives.

Liquard drove business development (M&A, licensing, partnerships)

and internal product development initiatives.

Liquard was appointed to the Board because

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We believed that his

seven-year tenure with Pfizer, one of the world’s leading pharmaceutical companies, where he played leading roles in the development

of that company’s portfolio development, was a needed asset to us.

seven-year tenure with Pfizer, one of the world’s leading pharmaceutical companies, where he played leading roles in the development

of that company’s portfolio development, was a needed asset to us.

Liquard received his Master of Business Administration in

Finance and Strategy from the Columbia Business School and a Bachelor of Science degree from the University of Southern California.

Yuen was appointed to the Board in

Yuen has more than three decades of experience in entrepreneurship and business leadership, including in the biotech industry.

It was his stellar career in business, leadership skills and business acumen and experience that led us to elect him to the Board.

Yuen’s career is exemplified by his

global entrepreneurial experience.

He co-founded Irvine-based AST Research, Inc.

(“AST”) in 1981.

AST was an early pioneer

of the computer industry, and the company has been referred to as “the flagship of innovation in the PC era.”

as AST's Co-Chairman and Chief Operating Officer from August 1987 to June 1992.

Under his leadership, AST became a Fortune 500 company

in 1991, and its stock was named the “Best Performing NASDAQ Stock”

of that year.

Yuen left AST in 1992 and focused his efforts

on investing in new projects.

Yuen served in various engineering and project management positions with Hughes Aircraft Company, Sperry

Univac and Computer Automation.

Later in his career, Mr.

Yuen became Chairman and CEO of SRS Labs, a world leader in audio and voice technology.

Currently, Mr.

Yuen is Chairman and Chief Executive Officer of PrimeGen Biotech, LLC, a private cell therapy company he founded in 2002.

Yuen has held numerous director positions.

He served as a Director of AST from 1981 to June 1992.

He served as a Director of Valence Technology, Inc., an energy storage company,

from March 1998 to March 2000 and a Director of DTS, Inc., an audio technology company, from April 2012 to July 2013.

Yuen has served

as a Director of SRS Labs since January 1994.

He is also an Honorary Professor of China Nationality University in Beijing.

In 1988 and 1991, the Computer Reseller News Magazine

Yuen one of the top 25 executives of the computer industry.

In 1997, he received the Director of the Year Award from the Orange

County Foundation of Corporate Directors.

Yuen is the recipient of several awards from the University of California, Irvine (“UCI”),

including the UCI Medal in 1990, the Outstanding Engineering Alumni Award in 1987 and the Distinguished Alumnus Award in 1986.

Yuen has received the prestigious UCI Extraordinarious Award for his exemplary career in business and his philanthropic and volunteer

received his Bachelor of Science degree in Electrical Engineering from the University of California, Irvine.

Abecassis, MD

Abecassis was appointed to the Board in

Abecassis, MD was appointed to the

Board in July 2017.

Since November 2019, Dr.

Abecassis has been Dean of the University of Arizona College of Medicine –

to that and since 1992, Dr.

Abecassis has been Dean of the University of Arizona College of Medicine – Tucson.

Prior to that and since 1992, Dr.

Abecassis was a transplantation surgeon at the Northwestern University Feinberg School of Medicine.

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career in medicine.

attributes and his extensive experience in the medical field translate directly to the work being undertaken by us in the

cancer arena.

These attributes and his experience in the medical field translate directly to the work being undertaken by us in

the cancer arena and have led us to elect him to the Board.

Abecassis was the Director of the Comprehensive

Transplant Center of the Feinberg School of Medicine.

He was also the Chief of Transplant Surgery in the Department of Surgery at

Feinberg and a James Roscoe Miller Distinguished Professor of Medicine at Feinberg.

He was also the Chief of Transplant Surgery in the Department of Surgery at Feinberg

and a James Roscoe Miller Distinguished Professor of Medicine at Feinberg.

Abecassis received his Medical Degree from

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Abecassis became Northwestern

University’s Director of Liver Transplantation, where he initiated Northwestern’s liver transplant program.

was named Chief of the Division of Transplantation at the Feinberg School of Medicine.

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Abecassis has received continuous funding

from the National Institutes of Health (“NIH”) for the past 17 years.

He is the principal investigator in research that includes

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American Society of Transplant Surgeons Leadership Development Program since 2010 and was course director for the Advanced Leader Development

Program in 2013 at Northwestern’s Kellogg School of Management.

He was a voting member of the Medicare Coverage Advisory Committee

and served on the United HealthCare Group Physician Advisory Board on Healthcare Performance and Quality.

Abecassis has been

a member of various local, regional and national regulatory committees and has published seminal papers on both the regulatory and financial

aspects of transplantation, including the Healthcare Reform and the Affordable Care Act.

Raymond C.K Tong, MD

Tong serves as Chief Executive Officer of

Harmony Medical Inc., an Asian investment group active in the introduction and distribution of medical and healthcare products and services

in China and throughout Asia.

He is also Chairman of the Business Development Committee of Shanghai Kedu Healthcare Group, the largest

medical equipment third-party service provider in China, representing products from GE, Philips, Siemens, Kodak and other multi-nationals

as well as local companies.

Abecassis has been a member

of various local, regional and national regulatory committees and has published seminal papers on both the regulatory and financial aspects

of transplantation, including the Healthcare Reform and the Affordable Care Act.

Raymond C.K Tong

Tong, MD serves as Chief Executive

Officer of Harmony Medical Inc., an Asian investment group active in the introduction and distribution of medical and healthcare products

and services in China and throughout Asia.

He is also Chairman of the Business Development Committee of Shanghai Kedu Healthcare Group,

the largest medical equipment third-party service provider in China, representing products from GE, Philips, Siemens, Kodak and other

multi-nationals as well as local companies.

He was appointed to the Board in October 2017.

It was his stellar career in the medical field, as well as

his significant connections to the investment community throughout Asia, leadership skills and business acumen and experience that caused

us to elect him to the Board.

It was his stellar career in the medical field,

as well as his significant connections to the investment community throughout Asia, leadership skills and business acumen and experience

that caused us to elect him to the Board.

Tong has been a Director of Medifocus Inc.

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therapy company focused on providing cell-based treatments for use in veterinary medicine in Asia.

Tong’s earlier career includes

senior management positions in China with Pfizer and Ball Corporation.

He was also responsible for the Healthcare Investment Division

of CITIC in Hong Kong.

CITIC is the largest conglomerate in China and an established global player,

with businesses covering healthcare, financial services, resources, energy, manufacturing, engineering and many others.

Tong’s earlier career includes senior

management positions in China with Pfizer and Ball Corporation.

He was also responsible for the Healthcare Investment Division of CITIC

in Hong Kong.

CITIC is the largest conglomerate in China and an established global player, with businesses covering healthcare, financial

services, resources, energy, manufacturing, engineering and many others.

Tong received his medical degree from the

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several multinational medical and pharmaceutical companies discussed above.

Matthias Löhr

Matthias Löhr, MD was appointed to the Board

in March 2022.

Löhr is a licensed physician, board-certified internist and Professor of Gastroenterology and Hepatology at the

Karolinska Institute of Stockholm, Sweden.

He leads the pancreatic team at Karolinska University Hospital.

He has served as Professor

of Molecular Gastroenterology at the University of Heidelberg with a same-named unit at the German Cancer Research Center in Heidelberg

He has worked as a translational scientist and principal investigator in clinical studies in gastrointestinal oncology for many

In addition to being highly published, he has extensive scientific and grant review experience, and has received multiple awards

and distinctions.

These attributes and his experience in the medical field translate directly to the work being undertaken by us in the

cancer arena have led us to elect him to the Board.

Löhr served as the Principal Investigator

for the Phase 1/2 and Phase 2 clinical trials of the PharmaCyte’s pancreatic cancer therapy that were completed in the early 2000s.

He is familiar with the Cell-in-a-Box ® live-cell encapsulation technology that forms the core of our pancreatic cancer

He also administered our therapy for pancreatic cancer in clinical trials in patients with advanced, inoperable pancreatic cancer.

Löhr has also previously served as a

consultant to us in connection with our development of treatments for pancreatic cancer and diabetes using the Cell-in-a-Box ®

He has expertise in both diseases and has a thorough understanding of our technology and its use in a clinical setting.

Löhr was appointed Professor

of Molecular Gastroenterology at the University of Heidelberg and became Head of the Division at the German Cancer Research Center, which

he led until 2010.

Löhr has authored more than 340 original peer-reviewed scientific papers and more than 50 reviews.

authored six books.

He has been granted six patents and is an Editor Board Member of the Journal of Clinical Medicine, Pancreatology,

Scientific Reports, and the World Journal of Gastroenterology.

Löhr holds MD and PhD degrees from the

Universities of Hamburg and Rostock.

Following receipt of his medical degree, he served a residency in pathology in Hamburg, Germany,

and residencies in internal medicine and gastroenterology, where he became chief resident and later attending physician and assistant

professor at the University of Rostock.

Family Relationships

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officers, directors and significant employees.

As of April 30, 2021, our personnel do not have any involvement in legal proceedings requiring

disclosure pursuant to the Rules and Regulations of the Commission.

Corporate Governance and Committees

Legal Proceedings

As of April 30, 2022, our personnel do not have

any involvement in legal proceedings requiring disclosure pursuant to the rules and regulations of the Commission.

Code of Ethics

Our Board has adopted a written Code of Business

Conduct and Ethics, an Insider Trading Policy and Software Policies that apply to our directors, officers, employees and contractors.

These documents can be viewed and downloaded from the “Governance”

dropdown menu of our website under the “Company”

These documents can be viewed and downloaded from the “Governance” dropdown menu of our website under the “Company”

The content of these documents is not incorporated into this Form 10-K.

Corporate Governance and Committees

Board Leadership and Structure

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Michael Abecassis, Dr.

Tong, and Mr.

The Chairman of the Audit Committee is Mr.

The primary purposes of

our Audit Committee are to assist the Board in fulfilling its legal and fiduciary obligations with respect to matters involving the accounting,

The primary purposes of our Audit

Committee are to assist the Board in fulfilling its legal and fiduciary obligations with respect to matters involving the accounting,

auditing, financial reporting, internal control, legal compliance and risk management functions of the Company, including, assisting the

Board’s oversight of:

(i) the integrity of our financial statements;

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Our Board has determined that the Chairman of the Audit Committee,

Liquard, is an “audit committee financial expert,”

as that term is defined in Item 407(d) of Regulation S-K under the

Liquard, is an “audit committee financial expert,” as that term is defined in Item 407(d) of Regulation S-K under the

Exchange Act.

Our Audit Committee charter can be viewed and

downloaded from the “Governance”

dropdown menu of our website under the “Company”

downloaded from the “Governance” dropdown menu of our website under the “Company” tab.

Compensation Committee

The Compensation Committee is currently comprised

Waggoner and Mr.

The Chairperson of the Compensation Committee is Mr.

The Chairperson of the Compensation Committee is Dr.

The primary purposes of our Compensation

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and (iii) to advise the Board with respect to director compensation issues.

On July 28, 2021, Mr.

Waggoner resigned from the Compensation Committee.

The Compensation Committee, which is composed

of a majority of independent directors, provides overall guidance for our executive compensation policies and determines the value and

elements of compensation for our executive officers.

of independent directors, provides overall guidance for our executive compensation policies and determines the value and elements of compensation

for our executive officers.

Our Compensation Committee charter can be viewed

and downloaded from the “Governance”

dropdown menu of our website under the “Company”

and downloaded from the “Governance” dropdown menu of our website under the “Company” tab.

Nominating and Corporate Governance Committee

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is currently comprised of Dr.

Crabtree, Dr.

The Chairperson of the Nominating and Corporate Governance Committee

On July 28, 2021, Dr.

Crabtree resigned from the Nominating and Corporate Governances Committee.

Abecassis and Dr.

The Chairperson of the Nominating and Corporate Governance Committee is Dr.

The primary purposes of the Nominating Committee

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(iii) to advise the Board

with respect to the composition, size and membership of the Board’s committees;

(iv) to advise the Board with respect to corporate

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The Nominating Committee also has responsibility for reviewing and approving all transactions that are

“related party”

transactions under the Commission’s rules.

“related party” transactions under the Commission’s rules.

The Nominating Committee does not set specific,

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This section discusses the material components

of the executive compensation program for our executive officers who are named in the “Summary Compensation Table”

a “Named Executive Officer”), as well as the director compensation program for our directors.

of the executive compensation program for our executive officers who are named in the “Summary Compensation Table” below (each

a “Named Executive Officer”), as well as the director compensation program for our directors.

As a smaller reporting company,

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Named Executive Officers and their positions were as follows:

Waggoner, JD, Chief Executive Officer, President, General Counsel and Chairman of the Board;

Crabtree, PhD, Chief Scientific Officer and Director;

Trujillo, CPA, Chief Financial Officer and Director.

Waggoner, Chief Executive Officer, President, General Counsel and Chairman of the Board;

Crabtree, Chief Scientific Officer and Director;

Trujillo, Chief Financial Officer and Director.

The following tables provide information about

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Principal Position

Waggoner, JD(2)

Chief Executive Officer,

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General Counsel

Crabtree, PhD(2)

Crabtree, (2)

Chief Scientific Officer

Trujillo, CPA (2)

Chief Financial Officer

amounts in the columns titled “Stock Awards”

and “Option Awards”

reflect the grant date fair values of awards

made during the identified fiscal year, as computed in accordance with FASB ASC Topic 718 and the assumptions stated in Note 4 and Note

5 of the Consolidated Financial Statements to this Report.

(1) The amounts in the columns titled “Stock

Awards” and “Option Awards” reflect the grant date fair values of awards made during the identified fiscal year, as

computed in accordance with FASB ASC Topic 718 and the assumptions stated in Note 4 and Note 5 of the Consolidated Financial Statements

to this Report.

(2) We did not pay or accrue any other compensation,

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benefits payable to our Named Executive Officers.

On October 15, 2018, we adopted a retirement plan for eligible employees named the PharmaCyte

Biotech, Inc 401(k) Plan (“Plan”).

The Plan allows eligible employees to contribute a portion of their salaries into the Plan.

We are not required to and do not contribute to the highly compensated employees accounts and we do not match the contributions of the

Named Executive Officers.

Outstanding Equity Awards at Fiscal Year End

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_______________________

Subject to the Named Executive Officer’s continued employment, 1/12 th of each grant vests monthly after the grant date.

The unexercisable/unvested awards shown in this table were each granted on January 1, 2021.

Subject to the Named Executive Officer’s continued employment, 1/12 th of each grant vests monthly after the grant date.

The unexercisable/unvested awards shown in this table were each granted effective as of January 1, 2022.

The market value is based on the closing stock price of $2.33 on April 30, 2022, the last day of trading in this fiscal year.

Employment Arrangements

We have entered into an Executive Compensation

Agreement with Mr.

Waggoner (“Waggoner Compensation Agreement”).

The current term of the Waggoner Compensation Agreement extends

until December 31, 2021 with annual extensions at the end of the term (or any extension of the term), unless we or Mr.

Waggoner provide

90-days written notice of termination.

The Waggoner Compensation Agreement provides that Mr.

Waggoner will be employed as a member of

our Board, as our Chief Executive Officer, President and General Counsel and as the Chief Executive Officer and General Counsel of our

subsidiary Viridis Biotech.

We have entered into an Amended and Restated Executive

Compensation Agreement with Mr.

Waggoner (“Waggoner Compensation Agreement”) with an effective date of January 1, 2022.

current term of the Waggoner Compensation Agreement extends until December 31, 2024, with annual extensions at the end of the term (or

any extension of the term), unless we or Mr.

Waggoner provide 90-days written notice of termination.

The Waggoner Compensation Agreement

provides that Mr.

Waggoner will serve as a member of our Board, as our Chief Executive Officer, President and General Counsel and as the

Chief Executive Officer and General Counsel of our subsidiary Viridis Biotech, Inc.

Under this agreement, Mr.

Waggoner is paid a base salary of $375,000 subject to annual increases in the discretion

of our Compensation Committee.

The Waggoner Compensation Agreement also provides that, during his continued employment, Mr.

Waggoner receives

an annual stock grant of 2,400 shares of restricted common stock, vesting at the rate of 200 shares per month, and an annual stock option

grant to purchase 3,000 shares of common stock exercisable over a five-year term at an exercise price per share equal to the closing price

of the common stock on the date of grant, vesting at the rate of 250 option shares per month.

Waggoner’s employment is terminated

by us without “Cause”

or by him for “Good Reason”

(as such terms are defined in the Waggoner Compensation Agreement),

Waggoner is paid a base

salary of $520,000 subject to annual increases in the discretion of our Compensation Committee and shall be eligible to receive cash incentive

compensation (“Bonus”).

Waggoner is eligible to participate in the Company’s 2021 Equity Incentive Plan (“2021

On May 20, 2022, the Compensation Committee granted Mr.

Waggoner (i) a stock option grant to purchase 529,000 shares of

common stock exercisable over a ten-year term at an exercise price per share equal to the closing price of the common stock on the date

of grant, vesting at the rate of 25% immediately and the remaining vesting monthly over three years from the date of grant, approximately

11,000 option shares per month, and (ii) a grant of 150,800 restricted stock units, vesting at the rate of 25% immediately and an additional

25% on each anniversary of the grant date.

Waggoner’s employment is terminated

by us without “Cause” or by him for “Good Reason” (as such terms are defined in the Waggoner Compensation Agreement),

then subject to his execution of a timely release, he is entitled to:

(i) base salary continuation for 2 years, (ii) payment of the

annual bonus, if any, earned by Mr.

Waggoner for the year preceding the year of termination, or, if greater, the target bonus, if any,

for the year of termination, (iii) accelerated vesting of any unvested stock or option awards and (iv) continued health coverage

(i) severance equal to two times the sum of his base salary at the

time his employment terminates, (ii) payment of the annual bonus, if any, earned by Mr.

Waggoner for the year preceding the year of termination,

or, if greater, the target bonus, if any, for the year of termination, (iii) accelerated vesting of any unvested stock or option awards

and (iv) continued health coverage for Mr.

Waggoner and his family and life insurance coverage for Mr.

Waggoner, if any, for 12 months at the Company’s expense.

Waggoner, if any, for 18 months

at the Company’s expense.

Notwithstanding the foregoing, if Mr.

Waggoner’s

employment is terminated by us without Cause or by him for Good Reason because of a “Change in Control”

(as such term is defined

in the Waggoner Compensation Agreement), then the base salary and bonus, if any, component of severance would be paid in lump sum.

Waggoner would be entitled to receive a full Code Section 280G tax gross-up, with respect to any amounts that may be subject to the

excise tax provisions under Code Section 280G.

Waggoner’s employment ceases due

employment is terminated by us without Cause or by him for Good Reason within two years after a “Change in Control” (as such

term is defined in the Waggoner Compensation Agreement) or within six months prior to a Change in Control, then the base salary and bonus,

if any, component of severance would be paid in lump sum.

Waggoner would be entitled to receive a full Code Section 280G tax

gross-up, with respect to any amounts that may be subject to the excise tax provisions under Code Section 280G.

Waggoner’s employment ceases due

to his death, (i) any otherwise unvested equity awards held by him at the time of his death would become vested, (ii) his eligible dependents

would be entitled to continued healthcare coverage at the Company’s expense for up to 12 months, and (iii) his designated beneficiary

would be entitled to continued healthcare coverage at the Company’s expense for up to 18 months, and (iii) his designated beneficiary

or estate would receive the proceeds, if any, from any life insurance.

Waggoner’s employment is terminated

due to “Disability”

(as such term is defined in the Waggoner Compensation Agreement) he would receive continued health coverage

Waggoner’s employment is terminated

due to “Disability” (as such term is defined in the Waggoner Compensation Agreement) he would receive continued health coverage

and life insurance coverage, if any, for 18 months at our expense, as well as any disability benefits payable under any long-term disability

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and for twenty-four months after termination of his employment.

Crabtree, PhD

We have entered into an Executive Compensation

Agreement with Dr.

Crabtree (“Crabtree Compensation Agreement”).

The current term of the Crabtree Compensation Agreement extends

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The Crabtree Compensation Agreement provides that Dr.

Crabtree will be employed as a member of

our Board, as our Chief Scientific Officer and as the Chief Operating Officer of our subsidiary Viridis Biotech.

Crabtree is paid

a base salary of $84,000 subject to annual increases in the discretion of our Compensation Committee.

The Crabtree Compensation Agreement

also provides that, during his continued employment, Dr.

Crabtree will receive annual stock grants of 400 shares of restricted common

stock, vesting at the rate of 33 shares per month, and an annual stock option grant to purchase 1,000 shares of common stock exercisable

over a five-year term at an exercise price per share equal to the closing price of the common stock on the date of grant, vesting at the

rate of 83 option shares per month.

All other terms are substantially the same as

disclosed above for the Waggoner Agreement

Trujillo, CPA

We have entered into an Executive Compensation

Agreement with Mr.

Trujillo (“Trujillo Compensation Agreement”).

The current term of the Trujillo Compensation Agreement extends

until December 31, 2021 with annual extensions at the end of the term (or any extension of the term) unless we or Mr.

Trujillo provide

90-days written notice of termination.

Crabtree will serve as a member of our Board,

as our Chief Scientific Officer and as the Chief Operating Officer of our subsidiary Viridis Biotech.

Crabtree is paid a base salary

of $84,000 subject to annual increases in the discretion of our Compensation Committee.

The Crabtree Compensation Agreement also provides

that, during his continued employment, Dr.

Crabtree will receive annual stock grants of 400 shares of restricted common stock, vesting

at the rate of 33 shares per month, and an annual stock option grant to purchase 1,000 shares of common stock exercisable over a five-year

term at an exercise price per share equal to the closing price of the common stock on the date of grant, vesting at the rate of 83 option

shares per month.

All other terms regarding severance benefits,

treatment on a change in control, employment termination due to death/disability and restrictive covenants are substantially the same

as disclosed above for the Waggoner Agreement.

We have entered into an Amended and Restated Executive

Compensation Agreement with Mr.

Trujillo (“Trujillo Compensation Agreement”) with an effective date of January 1, 2022.

current term of the Trujillo Compensation Agreement extends until December 31, 2024, with annual extensions at the end of the term (or

any extension of the term) unless we or Mr.

Trujillo provide 90-days written notice of termination.

The Trujillo Compensation Agreement provides that

Trujillo will be employed as a member of our Board, as our Chief Financial Officer and as the Chief Financial Officer of our subsidiary

Viridis Biotech.

Trujillo is paid an annual base salary of $275,000, subject to annual increases at the discretion of the Compensation

The Trujillo Compensation Agreement also provide that during his continued employment, Trujillo will receive annual grants

of 1,600 shares of restricted common stock, vesting at the rate of 133 shares per month, and an annual stock option grant to purchase

2,000 shares of common stock exercisable over a five-year term at an exercise price per share equal to the closing price of the common

stock on the date of grant, vesting at the rate of 167 option shares per month.

All other terms are substantially the same as disclosed above for the

Waggoner Agreement.

Trujillo will serve as a member of our Board and as our Chief Financial Officer.

Trujillo is paid an annual base salary of $380,000,

subject to annual increases at the discretion of the Compensation Committee and shall be eligible to receive an annual Bonus.

is eligible to participate in the 2021 Plan.

On May 20, 2022, the Compensation Committee granted Mr.

Trujillo (i) a stock option grant

to purchase 201,860 shares of common stock exercisable over a ten-year term at an exercise price per share equal to the closing price

of the common stock on the date of grant, vesting at the rate of 25% immediately and the remaining vesting monthly over three years from

the date of grant, approximately 4,200 option shares per month, and (ii) a grant of 57,540 restricted stock units, vesting at the rate

of 25% immediately and an additional 25% on each anniversary of the grant date.

All other terms regarding severance benefits, treatment on a change

in control, employment termination due to death/disability and restrictive covenants are substantially the same as disclosed above for

the Waggoner Agreement.

Directors Compensation

4 unchanged sentences

Thomas C.K Yuen

Abecassis, MD

T he amounts in the columns titled “Stock Awards”

and “Option Awards”

reflect the grant date fair values of awards made during the fiscal year ended April 30, 2021, as computed in accordance with FASB ASC Topic 718 and the assumptions stated in Note 4 and Note 5 of the Consolidated Financial Statements to this Report.

As of April 30, 2021, each of Mr.

Matthias Löhr

The amounts in the columns titled “Stock Awards” and “Option Awards” reflect the grant date fair values of awards made during the fiscal year ended April 30, 2022, as computed in accordance with FASB ASC Topic 718 and the assumptions stated in Note 4 and Note 5 of the Consolidated Financial Statements to this Report.

As of April 30, 2022, the non-employee directors held unexercised options to purchase shares as follows:

Liquard, 1,503, Dr.

Abecassis, 2,470 and Dr.

Tong held unexercised options to purchase 1,334 shares.

Tong, 1,670 shares.

These include options granted during the year ended April 30, 2022 (shown in this column) and options granted in prior years.

5 unchanged sentences

(i) 334 shares of our common

and (ii) a stock option to purchase 333 shares of our common stock with a term of five years and an exercise price per share

equal to the closing price of the common stock on the date of grant.

and (ii) a stock option to purchase 334 shares of our common stock with a term of five years and an exercise price per share equal

to the closing price of the common stock on the date of grant.

Each of these equity awards is fully vested upon grant.

2 unchanged sentences

For information regarding the compensation

of our three employee directors, please see above, under the heading “Executive Compensation.”

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

8 unchanged sentences

Common Stock (1)

Waggoner, JD, Chairman of the Board, Chief Executive Officer, President and General Counsel

Crabtree, PhD, Chief Scientific Officer and Board Member

Trujillo, CPA, Chief Financial Officer and Board Member

1,231,482 (2)

Sabby ‌Volatility Warrant Master Fund, ‌Ltd.

‌1,260,928 (3)

Iroquois Master Fund Ltd.

‌1,309,099 (4)

Waggoner, Chairman of the Board, Chief Executive Officer, President and General Counsel

Crabtree, Chief Scientific Officer and Board Member

Trujillo, Chief Financial Officer and Board Member

Thomas Liquard, Board Member

Yuen, Board Member

Abecassis, MD, Board Member

Tong, MD, Board Member

Abecassis, Board Member

Tong, Board Member

Matthias Löhr, Board Member

All directors and executive officers as a group (7 persons)

1 unchanged sentence

* Indicates percentage is less than 1.0%.

Percentages based on 1,591,750 shares of common stock issued and outstanding as of July 16, 2021, in addition to the options to purchase shares that are unexercised, but which are exercisable within sixty days of July 16, 2021, which are presented as follows:

Percentages based on 21,601,047 shares of common stock issued and outstanding as of July 15, 2022, in addition to the options to purchase shares that are unexercised, but which are exercisable within sixty days of July 15, 2022, which are presented below:

This information is based on a Form 13 G/A filed with the SEC on February 11, 2022 by Mitchell P.

Kopin (“Kopin”).

Kopin reported sole and shared voting and sole and shared dispositive power of 1,231,482 shares of common stock underlying currently exercisable warrants.

The address of Kopin is c/o Intracoastal Capital, LLC, 245 Palm Trail, Delray Beach, Florida 33483.

This information is based on a Form 13 G/A filed with the SEC on January 4, 2022 by Sabby Volatility Warrant Master Fund, Ltd.

Sabby reported sole and shared voting and sole and shared dispositive power of 1,260,928 shares of common stock underlying currently exercisable warrants.

The address of Sabby is c/o Ogier Fiduciary Services (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman KY1-9007, Cayman Islands.

This information is based on a Form 13 D/A filed with the SEC on July 11, 2022 by Iroquois Master Fund Ltd.

(“Iroquois”).

Iroquois reported sole and shared voting and sole and shared dispositive power of 1,309,099 shares of common stock underlying currently exercisable warrants.

The address of Iroquois is 2 Overhill Road, Suite 400, Scarsdale, New York 10583.

Includes 529,000 options and 150,800 restricted stock units contingent

upon stockholder approval.

Includes 201,860 options and 57,540 ‌restricted stock units contingent

upon stockholder approval.

Exercisable options within sixty days of July 15, 2022:

Crabtree, PhD

2 unchanged sentences

Abecassis, MD

The address of all beneficial owners is 23046

Avenida de la Carlota, Suite 600, Laguna Hills, California 92653.

Each person has sole voting and investment power with respect to the

shares of common stock.

Matthias Löhr, MD

The address of all beneficial owners is 3960 Howard

Hughes Parkway, Suite 500, Las Vegas, Nevada, 89169.

Each person has sole voting and investment power with respect to the shares of common

Securities Authorized for Issuance under Equity

28 unchanged sentences

In April 2014, we entered a consulting agreement

with Vin-de-Bona pursuant to which it agreed to provide professional consulting services to the Company.

with Vin-de-Bona pursuant to which it agreed to provide professional consulting services to us.

Vin-de-Bona is owned by Prof.

Günzburg and Dr.

Salmons, both of whom are involved in numerous aspects of our scientific endeavors relating to cancer and diabetes

Gunzburg is the Chairman of Austrianova, and Dr.

Salmons, both of whom are involved in numerous aspects of our scientific endeavors relating to cancer and diabetes (Prof.

is the Chairman of Austrianova, and Dr.

Salmons is the Chief Executive Officer and President of Austrianova).

of the agreement is for 12 months, automatically renewable for successive 12-month terms.

After the initial term, either party can terminate

the agreement by giving the other party 30 days’

written notice before the effective date of termination.

The amounts we paid Vin-de-Bona

for the years ended April 30, 2021 and 2020 were approximately $82,000 and $24,000, respectively.

In addition, during the years ended

April 30, 2021 and 2020 we issued 167 and 167 common shares to Dr.

The term of the agreement

is for 12 months, automatically renewable for successive 12-month terms.

After the initial term, either party can terminate the agreement

by giving the other party 30 days’ written notice before the effective date of termination.

The amounts we paid Vin-de-Bona for

the years ended April 30, 2022, and 2021, were approximately $114,000 and $82,000, respectively.

In addition, during the years ended April

30, 2022, and 2021, we issued 167 and 167 common shares, respectively, to Dr.

We recorded a noncash consulting expense of approximately

1 unchanged sentence

Except for Mr.

Tong, the Board has determined that none of our directors satisfy the definition of Independent Director as established in the

Nasdaq Marketplace Rules.

Abecassis and Dr.

Tong have been determined by the Board to be Independent Directors.

Abecassis, Dr.

Löhr, the Board has determined that none of our directors satisfy the definition of Independent Director as established in

the Nasdaq Marketplace Rules.

Abecassis, Dr.

Löhr have been determined by the Board to be Independent

PRINCIPAL ACCOUNTANT FEES AND SERVICES

A summary of the fees billed by our independent

audit firm, Armanino for professional services rendered for the years ended April 30, 2021 and 2020 is set forth below.

Quarterly Review Fees

audit firm, Armanino LP, for professional services rendered for the years ended April 30, 2022, and 2021 is set forth below.

‌Audit-Related Fees

All Other Fees

During the years ended April 30, 2022, and 2021,

we paid Armanino $80,196 and $75,121 in annual audit fees, respectively, and $63,590 and $60,106 in quarterly review fees, respectively.

we incurred from Armanino $167,239 and $80,196 in annual audit fees, respectively, and $33,238 and $63,590 in quarterly review fees, respectively.

Additional fees relating to capital raises were paid to Armanino in the amounts of $61,149 and $0 during the years ended April 30, 2022,

and 2021, respectively.

Our Audit Committee pre-approves all services

8 unchanged sentences

Schedule II - Valuation and Qualifying Accounts

for the Years Ended 2021 and 2020 are incorporated by reference to page F-27 of the financial statements

included herewith.

Exhibit 15(a)(2) is being furnished and shall not be deemed to be “filed”

for purposes of Section 18 of

the Exchange Act or otherwise subject to the liability of that section, nor shall such exhibit be deemed to be incorporated by reference

in any registration statement or other document filed under the Securities Act or the Exchange Act, except as otherwise stated in such

for the Years Ended 2022, and 2021 is incorporated by reference to page F-27 of the financial statements included herewith.

(3) Exhibits.

1 unchanged sentence

the following exhibits are filed as part of, or incorporated by reference into, the Report.

Certain of the agreements filed as exhibits contain representations and warranties made by the parties thereto.

The assertions embodied in such representations and warranties are not necessarily assertions of fact, but a mechanism for the parties

to allocate risk.

Accordingly, investors should not rely on the representations and warranties as characterizations of the actual state

of facts or for any other purpose at the time they were made or otherwise.

Articles of Incorporation

of the Company, as amended, dated October 31, 2019

Incorporated by reference from

the Company’s Quarterly Report on Form 10-Q filed with the SEC on March 13, 2020.

Certain of the agreements filed as exhibits

contain representations and warranties made by the parties thereto.

The assertions embodied in such representations and warranties are

not necessarily assertions of fact, but a mechanism for the parties to allocate risk.

Accordingly, investors should not rely on the representations

and warranties as characterizations of the actual state of facts or for any other purpose at the time they were made or otherwise.

Articles of Incorporation of the Company, as amended, dated October 31, 2019

Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed with the SEC on March 13, 2020.

Corporate Bylaws.

Incorporated by reference

from the Company’s Registration Statement on Form SB-2 (File No.

Incorporated by reference from the Company’s Registration Statement on Form SB-2 (File No.

333-68008) filed with the SEC on August 20, 2001.

Amendment No.

One to the Bylaws of PharmaCyte Biotech, Inc.

Incorporated by reference

from the Company’s Current Report on Form 8-K filed with the SEC on September 25, 2014.

Incorporated by reference from the Company’s Current Report on Form 8-K filed with the SEC on September 25, 2014.

Amendment No.

Bylaws of PharmaCyte Biotech, Inc.

Incorporated by reference

from the Company’s Current Report on Form 8-K filed with the SEC on October 3, 2014.

Two to the Bylaws of PharmaCyte Biotech, Inc.

Incorporated by reference from the Company’s Current Report on Form 8-K filed with the SEC on October 3, 2014.

Amendment No.

Three to Bylaws of PharmaCyte Biotech, Inc.

Incorporated by reference from the Company’s Current Report on Form 8-K filed with the SEC on June 4, 2021.

Amendment No.

Four to Bylaws of PharmaCyte Biotech, Inc.

Incorporated by reference from the Company’s Current Report on Form 8-K filed with the SEC on July 6, 2021.

Certificate of Amendment to Articles of Incorporation of the Company, dated July 2, 2021

Incorporated by reference from the Company’s Current Report on Form 8-K filed with the SEC on July 6, 2021.

Certificate of Change to Articles of Incorporation of the Company, dated July 9, 2021

Incorporated by reference from the Company’s Current Report on Form 8-K filed with the SEC on July 13, 2021

Form of Common Stock Certificate.

Incorporated by reference

from the Company’s Registration Statement on Form SB-2 (File No.

Incorporated by reference from the Company’s Registration Statement on Form SB-2 (File No.

333-68008) filed with the SEC on August 20, 2001.

1 unchanged sentence

Filed herewith.

Subscription Agreement, dated

October 30, 2019, between Kenneth L.

Waggoner and the Company.

Incorporated by reference

from the Company’s Quarterly Report on Form 10-Q filed with the SEC on December 23, 2019.

Voting Rights Agreement,

dated September 16, 2019, among Brown Stone Capital, LP, Silver Rock Associates, Inc., Homie Doroodian and the Company.

Incorporated by reference

from the Company’s Quarterly Report on Form 10-Q filed with the SEC on December 23, 2019.

Share Subscription Agreement,

dated January 17, 2020, between Homie Doroodian and the Company.

Incorporated by reference

from the Company’s Current Report on Form 8-K filed with the SEC on January 21, 2020.

Asset Purchase Agreement,

dated May 26, 2011, between SG Austria Pte.

‌ Form of Common Warrant

Incorporated by reference from the Company’s ‌Current Report on Form ‌8-‌K filed with the SEC on ‌August 12, ‌2021.

‌ Form of Pre-funded Warrant

Incorporated by reference from the Company’s ‌Current Report on Form ‌8-‌K filed with the SEC on ‌August 12, ‌2021.

Form of Underwriter’s Warrant

Incorporated by reference from the Company’s Current Report on Form 8-K filed with the SEC on August 12, 2021.

Form of Pre-Funded Common Stock Purchase Warrant

Incorporated by reference from the Company’s Current Report on Form 8-K filed with the SEC on August 23, 2021.

Form of Series A Warrant Common Stock Purchase Warrant

Incorporated by reference from the Company’s Current Report on Form 8-K filed with the SEC on August 23, 2021.

‌ Form of Placement Agent Common Stock Purchase Warrant

Incorporated by reference from the Company’s Current Report on Form 8-K filed with the SEC on ‌August ‌23, 2021.

Asset Purchase Agreement, dated May 26, 2011, between SG Austria Pte.

and the Company.

Incorporated by reference

from the Company’s Current Report on Form 8-K filed with the SEC on June 28, 2012.

First Addendum, dated June

11, 2011, to Asset Purchase Agreement between SG Austria Pte.

Incorporated by reference from the Company’s Current Report on Form 8-K filed with the SEC on June 28, 2012.

First Addendum, dated June 11, 2011, to Asset Purchase Agreement between SG Austria Pte.

and the Company.

Incorporated by reference

from the Company’s Current Report on Form 8-K filed with the SEC on June 28, 2012.

Second Addendum, dated June

14, 2012, to Asset Purchase Agreement between SG Austria Pte.

Incorporated by reference from the Company’s Current Report on Form 8-K filed with the SEC on June 28, 2012.

Second Addendum, dated June 14, 2012, to Asset Purchase Agreement between SG Austria Pte.

and the Company.

Incorporated by reference

from the Company’s Current Report on Form 8-K filed with the SEC on June 28, 2012.

Third Addendum, dated June

25, 2013, to Asset Purchase Agreement between SG Austria Private Limited and the Company.

Incorporated by reference

from the Company’s Current Report on Form 8-K filed with the SEC on July 18, 2013.

Licensing Agreement, dated

June 25, 2013, between Austrianova Singapore Pte.

Incorporated by reference from the Company’s Current Report on Form 8-K filed with the SEC on June 28, 2012.

Third Addendum, dated June 25, 2013, to Asset Purchase Agreement between SG Austria Private Limited and the Company.

Incorporated by reference from the Company’s Current Report on Form 8-K filed with the SEC on July 18, 2013.

Licensing Agreement, dated June 25, 2013, between Austrianova Singapore Pte.

and the Company.

Incorporated by reference

from the Company’s Current Report on Form 8-K filed with the SEC on July 18, 2013.

Manufacturing Framework Agreement,

dated March 20, 2014, between Austrianova Singapore Pte.

Incorporated by reference from the Company’s Current Report on Form 8-K filed with the SEC on July 18, 2013.

Manufacturing Framework Agreement, dated March 20, 2014, between Austrianova Singapore Pte.

and the Company.

Incorporated by reference

from the Company’s Annual Report on Form 10-K filed with the SEC on August 4, 2014.

Master Services Agreement,

dated April 7, 2014, between ViruSure GmbH and the Company.

Incorporated by reference

from the Company’s Annual Report on Form 10-K filed with the SEC on August 4, 2014.

Consulting Agreement, dated

April 1, 2014, between Vin-de-Bona Trading Company Pte.

Incorporated by reference from the Company’s Annual Report on Form 10-K filed with the SEC on August 4, 2014.

Master Services Agreement, dated April 7, 2014, between ViruSure GmbH and the Company.

Incorporated by reference from the Company’s Annual Report on Form 10-K filed with the SEC on August 4, 2014.

Consulting Agreement, dated April 1, 2014, between Vin-de-Bona Trading Company Pte.

and the Company.

Incorporated by reference

from the Company’s Annual Report on Form 10-K filed with the SEC on August 4, 2014.

License Agreement, dated

October 13, 2014, between University of Technology, Sydney and PharmaCyte Biotech Australia Pty Ltd (formerly, Nuvilex Australia

Incorporated by reference

from Amendment No.

1 to the Company’s Annual Report on Form 10-K/A filed with the SEC on October 17, 2014.

Master Services Agreement,

dated March 7, 2014, between ViruSure GmbH and the Company.

Incorporated by reference

from Amendment No.

1 to the Company’s Annual Report on Form 10-K/A filed with the SEC on October 17, 2014.

Licensing Agreement, dated

December 1, 2014, between Austrianova Singapore Pte.

Incorporated by reference from the Company’s Annual Report on Form 10-K filed with the SEC on August 4, 2014.

License Agreement, dated October 13, 2014, between University of Technology, Sydney and PharmaCyte Biotech Australia Pty Ltd (formerly, Nuvilex Australia Pty Ltd).

Incorporated by reference from Amendment No.

1 to the Company’s Annual Report on Form 10-K/A filed with the SEC on October 17, 2014.

Master Services Agreement, dated March 7, 2014, between ViruSure GmbH and the Company.

Incorporated by reference from Amendment No.

1 to the Company’s Annual Report on Form 10-K/A filed with the SEC on October 17, 2014.

Licensing Agreement, dated December 1, 2014, between Austrianova Singapore Pte.

and the Company.

Incorporated by reference

to the Company’s Quarterly Report on Form 10-Q filed with the SEC on December 15, 2014.

10.12&dagger;

Executive Compensation Agreement,

dated March 10, 2015, between Kenneth L.

Waggoner and the Company.

Incorporated by reference

from the Company’s Quarterly Report on Form 10-Q filed with the SEC on March 13, 2015.

10.13&dagger;

First Stock Option Agreement,

dated March 10, 2015, between Kenneth L.

Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed with the SEC on December 15, 2014.

‌ First Stock Option Agreement, dated March 10, 2015, between Kenneth L.

Waggoner and the Company.

Incorporated by reference

from the Company’s Quarterly Report on Form 10-Q filed with the SEC on March 13, 2015.

10.14&dagger;

Second Stock Option Agreement,

dated March 10, 2015, between Kenneth L.

Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed with the SEC on March 13, 2015.

‌ Second Stock Option Agreement, dated March 10, 2015, between Kenneth L.

Waggoner and the Company.

Incorporated by reference

from the Company’s Quarterly Report on Form 10-Q filed with the SEC on March 13, 2015.

10.15&dagger;

Executive Compensation Agreement,

dated January 1, 2015, between Gerald W.

Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed with the SEC on March 13, 2015.

‌ Executive Compensation Agreement, dated January 1, 2015, between Gerald W.

Crabtree and the Company.

Incorporated by reference

from the Company’s Quarterly Report on Form 10-Q filed with the SEC on March 13, 2015.

10.16&dagger;

First Stock Option Agreement,

dated March 10, 2015, between Gerald W.

Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed with the SEC on March 13, 2015.

‌ First Stock Option Agreement, dated March 10, 2015, between Gerald W.

Crabtree and the Company.

Incorporated by reference

from the Company’s Quarterly Report on Form 10-Q filed with the SEC on March 13, 2015.

10.17&dagger;

Second Stock Option Agreement,

dated March 10, 2015, between Gerald W.

Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed with the SEC on March 13, 2015.

‌ Second Stock Option Agreement, dated March 10, 2015, between Gerald W.

Crabtree and the Company.

Incorporated by reference

from the Company’s Quarterly Report on Form 10-Q filed with the SEC on March 13, 2015.

10.18&dagger;

Letter agreement, dated April

20, 2015, between Thomas Liquard and the Company.

Incorporated by reference

from the Company’s Current Report on Form 8-K filed with the SEC on April 29, 2015.

10.19&dagger;

Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed with the SEC on March 13, 2015.

Letter agreement, dated April 20, 2015, between Thomas Liquard and the Company.

Incorporated by reference from the Company’s Current Report on Form 8-K filed with the SEC on April 29, 2015.

Amendment No.

1 unchanged sentence

Crabtree and the Company.

Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed with the SEC on March 8, 2016.

10.20&dagger;

Amendment No.

1, December 30, 2015, to Executive Compensation Agreement between Kenneth L.

Waggoner and the Company.

Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed with the SEC on March 8, 2016.

10.21&dagger;

Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed with the SEC on March 8, 2016.

‌ Third Stock Option Agreement, dated December 30, 2015, between Gerald W.

Crabtree and the Company.

Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed with the SEC on March 8, 2016.

10.22&dagger;

Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed with the SEC on March 8, 2016.

Third Stock Option Agreement, dated December 30, 2015, between Kenneth L.

Waggoner and the Company.

Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed with the SEC on March 8, 2016.

First Amendment, dated June 30, 2015, to Licensing Agreement, dated December 1, 2014, between Austrianova Singapore Pte.

and the Company.

Incorporated by reference from the Company’s Annual Report on Form 10-K filed with the SEC on July 29, 2016.

Second Amendment, dated October 19, 2015, to Licensing Agreement, dated December 1, 2014, between Austrianova Singapore Pte.

and the Company .

Incorporated by reference from the Company’s Annual Report on Form 10-K filed with the SEC on July 29, 2016.

Variation, dated April 20, 2016, to License Agreement, October 13, 2014, between University of Technology, Sydney and PharmaCyte Biotech Australia Pty Ltd (formerly, Nuvilex Australia Pty Ltd).

Incorporated by reference from the Company’s Annual Report on Form 10-K filed with the SEC on July 29, 2016.

First Amendment, dated June 24, 2016, to Licensing Agreement, dated June 25, 2013, between Austrianova Singapore Pte.

and the Company.

Incorporated by reference from the Company’s Annual Report on Form 10-K filed with the SEC on July 29, 2016.

Binding Memorandum of Understanding, dated July 28, 2016, between Austrianova Singapore Pte Ltd.

and the Company.

Incorporated by reference from the Company’s Annual Report on Form 10-K filed with the SEC on July 29, 2016.

10.28&dagger;

Amendment No.

2, dated March 10, 2017, to Executive Compensation Agreement between Kenneth L.

Waggoner and the Company.