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Item 9A. Controls and Procedures

2023-07-31 compared with 2022-07-28 · 1342 added, 1050 removed, 1062 unchanged (69% of the section changed)

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Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer, President and General

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

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

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

Disclosure controls and procedures are designed to ensure

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

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

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

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

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

over financial reporting.

Our Interim Chairman, Interim Chief Executive

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

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

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

Disclosure controls and procedures

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

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

and are accumulated and communicated to our management, including our Chief Executive Officer, as appropriate to allow timely decisions

regarding required disclosures.

Based upon this evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded

that, as of April 30, 2023, 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

and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

Further, the design

of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative

to their costs.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that

all control issues and instances of fraud, if any, within the Company have been detected.

These inherent limitations include the realities

that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.

Also, controls can be

circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls.

design of any system of controls is also based in part upon certain assumptions about the likelihood of future events.

There can be no

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

Management’s Report on Internal Controls

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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.

Because of this material weakness, our Interim

Chief Executive Officer and our Chief Financial Officer concluded that, as of April 30, 2023, 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

in material misstatement of our financial position or results of operations and require a restatement.

Because of the inherent limitations

in all control systems, no evaluation of controls - even where we conclude the controls are operating effectively - can provide absolute

assurance that all control issues, including instances of fraud, if any, have been detected.

These inherent limitations include the realities

that judgments in decision making can be faulty, and breakdowns can occur because of simple error or mistake.

Additionally, controls can

be circumvented by the individual acts of a person, by collusion of two or more people, or by management override of the controls.

design of any system of controls also is based in part upon certain assumptions about the likelihood of future events;

accordingly, there

can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Over time, our control

systems, as we develop them, may become inadequate because of changes in conditions or the degree of compliance with the policies or procedures

may deteriorate.

Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur

and not be detected and could be material to our financial statements.

Remediation of a Material Weakness

Throughout the year ended April 30, 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.

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 in material misstatement of our financial position or results of operations and require a restatement.

Because of the inherent

limitations in all control systems, no evaluation of controls - even where we conclude the controls are operating effectively - can provide

absolute assurance that all control issues, including instances of fraud, if any, have been detected.

These inherent limitations include

the realities that judgments in decision making can be faulty, and breakdowns can occur because of simple error or mistake.

Additionally,

controls can be circumvented by the individual acts of a person, by collusion of two or more people, or by management override of the

The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events;

accordingly, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Over time, our control systems, as we develop them, may become inadequate because of changes in conditions or the degree of compliance

with the policies or procedures may deteriorate.

Because of the inherent limitations in a cost-effective control system, misstatements

due to error or fraud may occur and not be detected and could be material to our financial statements.

Changes in Internal Controls over Financial

Effective October 6, 2022, the former Chairman

of the Board, Chief Executive Officer, President and General Counsel, Mr.

Waggoner, resigned from all positions with the Company

and its subsidiaries.

Also effective October 6, 2022, the Board approved the employment of Mr.

Silverman as the Interim Chairman

of the Board, Interim Chief Executive Officer and Interim President.

Other than described above in this Item 9A, there

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more complete understanding of the matters covered by the Certifications.

Limitations on the Effectiveness of Disclosure

Controls and Procedures

A control system, no matter how well conceived

and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

Further, the design

of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative

to their costs.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that

all control issues and instances of fraud, if any, within the Company have been detected.

These inherent limitations include the realities

that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.

Also, controls can be

circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls.

design of any system of controls is also based in part upon certain assumptions about the likelihood of future events.

There can be no

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

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

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officers are:

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

Director and Chief Scientific Officer

Director and Chief Financial Officer

Thomas Liquard

Matthias Löhr

Waggoner became our Chief Executive

Officer and President in November 2013.

Shortly thereafter, Mr.

Waggoner assumed the additional position of General Counsel.

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 began his professional career as

an attorney in private practice.

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 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.

Interim Chairman of the Board, Interim Chief Executive Officer and Interim President

Chief Financial Officer

Robert Weinstein

Joshua Silverman has served as a director of the Company since August

2022 and as our Interim Chief Executive Officer, Interim President and Interim Chairman of the Board since October 2022.

has served as the managing member of Parkfield Funding LLC since August 2016.

Silverman co-founded Iroquois Capital Management, LLC

(“Iroquois”), an investment advisory firm, in 2003 and served as its principal, managing partner and co-chief investment officer

until July 2016.

While at Iroquois, he designed and executed complex transactions, structuring and negotiating investments in both public

and private companies and has often been called upon by the companies solve inefficiencies as they relate to corporate structure, cash

flow, and management.

From 2000 to 2003, Mr.

Waggoner served as the Vice President

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

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

While at Chevron, Mr.

Waggoner led the restructuring of

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

From 2005 until September 2013, Mr.

the principal of the Law Offices of Kenneth L.

Waggoner & Associates.

During that time, he held leadership and legal positions with

several start-up companies and provided legal counsel and business advice to his clients.

Waggoner received his Juris Doctorate with

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

Crabtree is our Chief Scientific Officer

and has been a member of the Board since February 2013.

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

Prior to that,

Crabtree was our Chief Operating Officer.

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

coordinated the development of multiple drug candidates, prepared clinical protocols, investigator brochures, monographs, and research

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.

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

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.

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.

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

Trujillo is a Certified Public Accountant

with an active license from the State of California.

He has more than three decades of experience in finance, accounting and management.

Trujillo started his career in public accounting and was the manager of an audit department a large regional public accounting firm.

Trujillo then established a consulting and accounting practice which he operated for ten years and provided services as the Chief

Financial Accountant to numerous organizations in several different industries.

His experience has extended to companies in the biotechnology,

telecommunications, manufacturing, construction and real estate development sectors.

For the last fourteen years, Mr.

been the Chief Financial Officer for both privately held and publicly traded and multinational companies.

From June 2008 through September

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

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

degree from California State University, Fullerton in 1982.

Thomas Liquard

Thomas Liquard has been a member of the Board

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.

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

Liquard worked for Alchemia from October 2013 to November 2014.

Liquard spent the previous seven years with Pfizer, Inc.

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

His last was as Senior Director, Portfolio Development Leader and

Emerging Markets for the Established Products portfolio.

In that role, Mr.

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

and internal product development initiatives.

Liquard was appointed to the Board because

of his experience and expertise in leading positions with life science-based biotech and pharmaceutical companies.

We believed that his

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

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

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.

Abecassis, MD was appointed to the

Board in July 2017.

Silverman served as co-chief investment officer of Vertical Ventures, LLC, a merchant bank.

Prior to forming Iroquois, Mr.

Silverman was a director of Joele Frank, a boutique consulting firm specializing in mergers and acquisitions.

Previously, Mr.

Silverman served as assistant press secretary to the president of the United States.

Silverman currently serves as

a director of AYRO, Inc.

AYRO), MyMD Pharmaceuticals, Inc.

MYMD), Synaptogenix, Inc.

SNPX) and Petros Pharmaceutical,

He previously served as a director of Marker Therapeutics, Inc.

MRKR) from 2016 until 2018 and Protagenic

Therapeutics, Inc.

PTIX) from 2016 to 2022.

Silverman received his B.A.

from Lehigh University in 1992.

Silverman was

chosen as a director of the Company because of his experience as an investment banker, as a management consultant and as a director of

numerous public companies.

Schechter has served as a director

of the Company since August 2022.

Schechter has served as the Director of Investment Banking at Chardan Capital Markets, a full-service

investment bank, since February 2008.

He has served as a partner of The Special Equities Group, a division of Dawson James Securities,

Inc., a full-service investment bank specializing in healthcare, biotechnology, technology, and clean-tech sectors, since April 2021.

Schechter is one of the founding partners of The Special Equities Opportunity Fund, a long-only fund that makes direct investments

in micro-cap companies and has served in this capacity since August 2019.

He currently serves on the board of directors of Synaptogenix,

Inc., (Nasdaq:

SNPX), a clinical-stage biopharmaceutical company, and previously served as a director of DropCar, Inc.

He has received

formal education in finance and accounting and has extensive experience analyzing and evaluating the financial statements of public companies.

Schechter earned his A.B.

in Public Policy/Political Science from Duke University and his J.D.

from Fordham University School of Law.

Schechter was chosen as a director of the Company because of his lengthy public company, legal and investment banking experience.

Abecassis, MD has served as a director

of the Company since July 2017.

Since November 2019, Dr.

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

Prior to that and since 1992, Dr.

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

Abecassis was appointed to the Board because of his demonstrated leadership qualities in academia, in the clinic and throughout his

career in medicine.

These attributes and his 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.

Abecassis received his Medical Degree from

the University of Toronto in 1983 and was awarded a Master of Business Administration degree from the Kellogg School of Management at

Northwestern University in 2000.

After his postgraduate tenure in Toronto, Dr.

Abecassis began his clinical career as Assistant Professor

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

Tucson, and following postgraduate training at the University of Toronto, Dr.

Abecassis began his professional career as Assistant Professor

of Surgery and Director of Liver Transplantation and Hepatobiliary Surgery at the University of Iowa.

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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.

He became Founding Director of the Comprehensive

Transplant Center at Northwestern in 2009 and was appointed Dean for Clinical Affairs at the Feinberg School of Medicine in 2008, serving

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

was named Chief of the Division of Transplantation at the Feinberg School of Medicine, and the James Roscoe Miller Distinguished Professor

with Tenure at Feinberg.

He then became Founding Director of the Comprehensive Transplant Center at Northwestern in 2009.

He was appointed

Dean for Clinical Affairs at the Feinberg School of Medicine in 2008, serving until 2011.

Abecassis received continuous funding from

the National Institutes of Health (“NIH”) for 20+ consecutive years as principal investigator in research studies that include

both laboratory and clinical studies.

He is also the principal investigator of the clinical core of the NIH Genomics of Transplantation

Cooperative Research Program.

Abecassis has trained numerous clinical and research fellows.

Abecassis is a member of the Society of University

Surgeons and the American Surgical Association and was President of the American Society of Transplant Surgeons 2010-2011.

He has served

and continues to serve on the Editorial Boards of major scientific journals (Hepatology, Surgery, Transplantation and Liver Transplantation)

and is a reviewer for all major journals related to surgery and transplantation.

He has served as a member of NIH grant study sections

and special emphasis panels relating to both transplantation and virology.

He is a permanent member of the National Institute of Allergy

and Infectious Diseases study section for career development and training grants.

Abecassis has been a course director for the

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

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

He was a voting member of the Medicare Coverage Advisory Committee

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

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.

Tong has been a Director of Medifocus Inc.

since January 27, 2015.

He was also a Director of Shanghai CP Guojian Pharmaceutical, one of the first and largest bio-pharmaceutical

manufacturers in China.

In addition, Dr.

Tong is the founding Director and Chief Executive Officer of VetCell Therapeutics Asia, a cell

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

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

University of Toronto in Ontario, Canada in 1983.

He also received a Ph.D.

degree in neurophysiology and an M.B.A.

After receiving

his medical degree, Dr.

Tong founded a chain of medical clinics in the Province of Ontario where he served as Medical Director and Chief

During this period, he also served as a consultant and an investigator in several clinical trials.

Tong returned

to Hong Kong, where he was born and resided before medical school, and spent the next 19 years in prominent corporate appointments with

several multinational medical and pharmaceutical companies discussed above.

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.

Abecassis is a member in good standing of several important professional societies, including

the Society of University Surgeons and the American Surgical Association, and was elected President of the American Society of Transplant

Surgeons from 2010-2011.

He has served on the Editorial Boards of major scientific journals related to the fields of Hepato-pancreatico-biliary

(HPB) and transplant surgery.

He has served as a member of NIH grant study sections and special emphasis panels relating to both transplantation

and virology.

He served as a permanent member of the National Institute of Allergy and Infectious Diseases study section for career development

and training grants.

Abecassis has been a course director for the American Society of Transplant Surgeons Leadership Development Program

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

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.

received his Medical Degree from the University of Toronto in 1983 and was awarded a Master of Business Administration degree from the

Kellogg School of Management at Northwestern University in 2000.

Abecassis was also a co-founder of Transplant Genomics Inc., a company

focused on developing, validating and commercializing molecular biomarkers for transplant rejection, and currently a subsidiary of Eurofins

Abecassis was chosen as a director of the Company because of the combination of his clinical training and experience

in HPB diseases (e.g.

liver and pancreatic cancer), his research background in related areas, and his experience with the regulatory and

business aspects of translation and commercialization of research efforts.

Robert Weinstein

Robert Weinstein has served as a director of the

Company since November 2022.

Weinstein has served as chief financial officer of Synaptogenix, Inc.

SNPX since October 2013.

In addition, Mr.

Weinstein performs work as a consultant for Petros Pharmaceuticals, Inc.

He has extensive accounting

and finance experience, spanning more than 30 years, as a public accountant, investment banker, healthcare private equity fund principal

and chief financial officer.

From September 2011 to the present, Mr.

Weinstein has also been an independent consultant for several healthcare

companies in the pharmaceutical and biotechnology industries.

From March 2010 to August 2011, he was the chief financial officer of Green

Energy Management Services Holdings, Inc., an energy consulting company.

From August 2007 to February 2010, Mr.

Weinstein served as chief

financial officer of Xcorporeal, Inc., a development-stage medical device company which was sold in March 2010 to Fresenius Medical USA,

a leading provider of dialysis equipment and services worldwide.

Weinstein also serves as a member of the Board of Directors of XWELL,

(formerly XpresSpa Group, Inc.) (Nasdaq:

XWEL), a health and wellness company whose core assets, XpresSpa and XpresCheck®, is

a leading airport retailer of spa services and related health and wellness products and Oblong, Inc.

which provides multi-stream collaboration

technologies and managed services for video collaboration and network applications in the United States and internationally.

received his MBA degree in finance and international business from the University of Chicago Graduate School of Business, is a Certified

Public Accountant (inactive), and received his BS degree in accounting from the State University of New York at Albany.

was chosen as a director of the Company because of his public company and financial expertise.

Walker has served as a director of the

Company since December 2022.

Walker has over 35 years of experience in corporate governance, turnaround management, corporate restructuring

and bankruptcy matters.

Walker founded Walker Nell Partners, Inc., an international business consulting firm, and has served

as its president from its founding to the present.

Before founding Walker Nell Partners, Inc., Mr.

Walker worked for 15 years at the DuPont

Company in Wilmington, Delaware in the Securities and Bankruptcy group, where he worked in the Corporate Secretary’s office and

served as Senior Counsel.

From 2022 to present, Mr.

Walker has served as a director of AMMO, Inc.

POWW), a designer, producer,

and marketer of ammunition products.

From December 2020 to the present, Mr.

Walker has served as a director of AYRO, Inc.

a designer and manufacturer of compact, sustainable electric vehicles.

From 2018 to the present, Mr.

Walker has served as a director of

Wrap Technologies, Inc.

WRAP), an innovator of modern policing solutions, where he also serves as chairman of the board.

2018 to the present, Mr.

Walker has served as a director of Pitcairn Company and as the Chair of its Compensation Committee.

Walker served as chairman of the board of directors of BridgeStreet Worldwide, Inc., a global provider of extended corporate

From 2016 to 2018, Mr.

Walker served as chairman of the board of directors of Last Call Operating Companies, an owner of various

national restaurants.

From 2013 to 2020, Mr.

Walker served as chairman of the board of trustees of National Philanthropic Trust, a public

From 2018 to 2020, Mr.

Walker served as Vice President of the Board of Education of the City of Philadelphia.

From 2020 to the

Walker has served as a director of Petros Pharmaceuticals, Inc.

PTPI), which focuses on men’s health.

Walker has also served on the board of directors for numerous other companies and foundations including Seaborne Airlines, Inc., Green

Flash Brewery, Inc., and Eagleville Hospital and Foundation.

Walker has a J.D.

from Catholic University (Washington, DC) and a Bachelor

of Arts from Loyola University (New Orleans).

He is an attorney licensed by the State Bar of Georgia.

He is a member of the State Bar

Association of Georgia, American Bar Association, American Bankruptcy Institute and Turnaround Management Association.

chosen as a director of the Company because of his extensive board experience.

Trujillo has been our Chief Financial

Officer since March 2017.

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

In January 2015, Mr.

Trujillo became

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

Trujillo was appointed as

our Chief Financial Officer.

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

Trujillo is a Certified Public Accountant with an active license from the State of California.

He has more than three decades of experience

in finance, accounting, and management.

Trujillo started his career in public accounting and was the manager of an audit department

for a regional public accounting firm.

Trujillo then established a consulting and accounting practice which he operated for ten years

and provided services as the Chief Financial Accountant to numerous organizations in several different industries.

His experience has

extended to companies in the biotechnology, telecommunications, manufacturing, construction, and real estate development sectors.

the last fifteen years, Mr.

Trujillo has been the Chief Financial Officer for both privately held and publicly traded and multinational

From June 2008 through September 2014, Mr.

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

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 degree from California State University,

Fullerton in 1982.

Family Relationships

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of the Board.

Waggoner serves as the Chairman of the Board and as our Chief Executive Officer, President and General Counsel.

Silverman serves as the Interim Chairman of the Board and as our Interim Chief Executive Officer, and Interim President.

The Board does not have a policy on whether or

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The Audit Committee is currently comprised of

Michael Abecassis, Dr.

Tong, and Mr.

Robert Weinstein, Wayne R.

Walker, and Jonathan L.

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,

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

Board’s oversight of:

The primary purposes

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

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

assisting the Board’s oversight of:

(i) the integrity of our financial statements;

(ii) the effectiveness of our internal control over financial

(ii) the effectiveness of our internal control

over financial reporting;

(iii) our compliance with legal and regulatory requirements;

(iv) the qualifications and independence of our independent registered

public accounting firm;

and (v) the performance of our internal audit function and independent registered public accounting firm.

(iv) the qualifications and independence of our

independent registered public accounting firm;

and (v) the performance of our internal audit function and independent registered public

accounting firm.

Our Board has determined that each member of our

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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

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

Exchange Act.

Our Audit Committee charter can be viewed and

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

A copy of the Audit Committee’s written

charter is publicly available on our website at ir.pharmacyte.com/governance-docs .

Compensation Committee

The Compensation Committee is currently comprised

The Chairperson of the Compensation Committee is Dr.

The primary purposes of our Compensation

Committee are:

(i) to establish and maintain our executive compensation policies and compensation consistent with corporate objectives

and stockholder interests;

(ii) to oversee the competency and qualifications of our senior management personnel and the provisions of

senior management succession planning;

Abecassis and Mr.

The Chairperson of the Compensation Committee is Mr.

The primary purposes of

our Compensation Committee are:

(i) to establish and maintain our executive compensation policies and compensation consistent with corporate

objectives and stockholder interests;

(ii) to oversee the competency and qualifications of our senior management personnel and the provisions

of senior management succession planning;

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

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for our executive officers.

Our Compensation Committee charter can be viewed

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

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee

is currently comprised of Dr.

Abecassis and Dr.

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

A copy of the Compensation Committee’s written charter is publicly

available on our website at ir.pharmacyte.com/governance-docs .

Nominating Committee

The Nominating Committee is currently comprised

Schechter, and Mr.

The Chairperson of the Nominating Committee is Mr.

The primary purposes of the Nominating Committee

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final recommendation with respect to that candidate to the Board.

If a stockholder wishes to propose a candidate

for consideration as a nominee for election to our Board, it must follow the procedures described in “Stockholder Proposals and

Nominations for Director” at the end of this proxy statement.

In general, persons recommended by stockholders will be considered

in accordance with our Nominating Committee’s written charter.

Any such recommendation should be made in writing to the Nominating

Committee, care of our Interim President at our principal office and should be accompanied by the following information concerning each

recommending stockholder and the beneficial owner, if any, on whose behalf the nomination is made:

· all information relating to

such person that would be required to be disclosed in a proxy statement;

· certain biographical and share

ownership information about the stockholder and any other proponent, including a description of any derivative transactions in the Company’s

· a description of certain arrangements

and understandings between the proposing stockholder and any beneficial owner and any other person in connection with such stockholder

· a statement whether or not either

such stockholder or beneficial owner intends to deliver a proxy statement and form of proxy to holders of voting shares sufficient to

carry the proposal.

The recommendation must also be accompanied by

the following information concerning the proposed nominee:

· certain biographical information

concerning the proposed nominee;

· all information concerning the

proposed nominee required to be disclosed in solicitations of proxies for election of directors;

· certain information about any

other security holder of the Company who supports the proposed nominee;

· a description of all relationships

between the proposed nominee and the recommending stockholder or any beneficial owner, including any agreements or understandings regarding

the nomination;

· additional disclosures relating

to stockholder nominees for directors, including completed questionnaires and disclosures required by our Bylaws.

The recommendation must also be accompanied by the following information

concerning the proposed nominee:

· certain biographical information

concerning the proposed nominee;

· all information concerning the

proposed nominee required to be disclosed in solicitations of proxies for election of directors;

· certain information about any

other security holder of the Company who supports the proposed nominee;

· a description of all relationships

between the proposed nominee and the recommending stockholder or any beneficial owner, including any agreements or understandings regarding

the nomination;

· additional disclosures relating

to stockholder nominees for directors, including completed questionnaires and disclosures required by our Bylaws.

A copy of the Nominating Committee’s written charter is publicly

available on our website at ir.pharmacyte.com/governance-docs .

Board Practices

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policy requiring them to do so.

One director attended our annual meeting of stockholders held in December 2022.

Shareholder Communications

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communicate with our Board.

Shareholders who wish to communicate with our Board may write to the Board at our address set forth at the

beginning of this Report.

These communications will be reviewed by our Chief Executive Officer and Chief Financial Officer.

determine whether the communications should be presented to our Board.

The purpose of this screening is to allow the Board to avoid having

to consider irrelevant or inappropriate communications.

Shareholders who wish to communicate with our Board may write to the Board at 3960 Howard Hughes Parkway,

Suite 500, Las Vegas, NV 89169.

These communications will be reviewed by our Interim Chief Executive Officer and Chief Financial Officer.

Communications will be then distributed to our board of directors, or to any individual director or directors as appropriate, depending

on the facts and circumstances outlined in the communications.

Items that are unrelated to the duties and responsibilities of the Board

may be excluded, such as:

junk mail and mass mailings;

resumes and other forms of job inquiries;

solicitations or advertisements

In addition, any material that is unduly hostile,

threatening, or illegal in nature may be excluded, in which case it will be made available to any outside director upon request.

EXECUTIVE COMPENSATION

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Named Executive Officers and their positions were as follows:

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

Crabtree, Chief Scientific Officer and Director;

Silverman, Interim Chief Executive Officer, Interim President and Interim Chairman of the Board;

Waggoner, Former Chief Executive Officer,

President, General Counsel and Chairman of the Board (2);

Crabtree, Former Chief Scientific Officer and Director (3);

Trujillo, Chief Financial Officer and Director.

The following tables provide information about

compensation earned during our fiscal years ended April 30, 2022, and 2021, by our Named Executive Officers.

compensation earned by our Named Executive Officers during our fiscal years ended April 30, 2023, and 2022.

Summary Compensation Table

Principal Position

Chief Executive Officer,

President and

Interim Chief Executive

Officer and Interim President

Former Chief Executive

Officer, President and

General Counsel

Crabtree, (4)

Chief Scientific Officer

Former Chief Scientific

Chief Financial Officer

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to this Report.

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

in the form of bonuses, incentive plan compensation or nonqualified deferred compensation earnings to any Named Executive officer for

services as an executive officer during the fiscal years ended April 30, 2022, and 2021;

neither were there any perquisites or other personal

benefits payable to our Named Executive Officers.

Outstanding Equity Awards at Fiscal Year End

Option Awards

Number of Securities Underlying Unexercised Options (#) Exercisable (1)

Number of Securities Underlying Unexercised Options (#) Unexercisable

Option Exercise Price ($)

Option Expiration Date

Number of Shares or Units of Stock That Have Not Vested (#)(1)

Market Value of Shares or Units of Stock That Have Not Vested ($)(2)

_______________________

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.

(2) Includes $10,417 of compensation for Mr.

service as a member of the board of directors.

Waggoner resigned from all positions with

the Company and its subsidiaries effective October 6, 2022.

Crabtree resigned from all positions with

the Company and its subsidiaries effective October 12, 2022.

Narrative Disclosure to Summary Compensation

Employment Arrangements

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 $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 November 14, 2022, the Board approved employment

Silverman as the Interim Chief Executive Officer, Interim President and Interim Chairman of the Board on a month-to-month basis,

and it further approved paying Mr.

Silverman a monthly salary of $31,250.

On May 8, 2022, we entered into an Amended and

Restated Executive Compensation Agreement with Mr.

Waggoner (the “Waggoner Compensation Agreement”), effective as of January

The Waggoner Compensation Agreement provided that Mr.

Waggoner would 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.

agreement, Mr.

Waggoner was paid a base salary of $520,000 subject to annual increases in the discretion of our Compensation Committee

and was eligible to receive cash incentive compensation (“Bonus”).

Waggoner was eligible to participate in the 2021 Plan.

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),

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.

On October 6, 2022, Mr.

Waggoner resigned from

all positions with the Company and its subsidiaries, effective immediately.

In connection with Mr.

Waggoner’s departure, on October

6, 2022, the Company entered into a Separation, Consulting and Release Agreement with Mr.

Waggoner (the “Separation Agreement”).

The Separation Agreement became effective on October 13, 2022 (the “Effective Date”).

Pursuant to the Separation Agreement,

the Company agreed to pay Mr.

Waggoner a lump sum payment of $216,667.

Waggoner is entitled to continued medical and health benefits

at his sole expense and retains his option to purchase 15,000 shares of common stock of the Company and 23,000 restricted stock units

previously granted to Mr.

The Separation Agreement includes mutual releases of claims, by Mr.

Waggoner in favor of the Company

and certain Company Parties (as defined therein) and by the Company in favor of Mr.

Waggoner, and mutual non-disparagement obligations

Waggoner and on the Company.

Waggoner remains subject to certain restrictive covenants, including any confidentiality, non-compete,

non-solicit, invention assignment, or similar agreement or arrangement to which he is a party with any member of the Company Group and

other provisions of the Waggoner Compensation Agreement.

During the twelve months immediately following the Separation Date (the “Consulting

Period”), Mr.

Waggoner agreed to serve as a consultant to facilitate the orderly transfer of work to other employees of the Company.

In consideration for Mr.

Waggoner’s consulting services, the Company agreed to pay Mr.

Waggoner $433,333, payable in twelve installments

at the end of each month of the Consulting Period in arrears.

On March 10, 2015, we entered into an Executive

Compensation Agreement with Dr.

Crabtree, effective as of January 1, 2015 (as amended on December 30, 2015, March 10, 2017 and October

14, 2020, the “Crabtree Compensation Agreement”).

The Crabtree Compensation Agreement provided that Dr.

Crabtree would serve

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

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

The Crabtree Compensation

Agreement also provided that, during his continued employment, Dr.

Crabtree would 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.

On August 15, 2022, Mr.

Crabtree resigned from

his position as a director, effective immediately, and on October 12, 2022, Mr.

Crabtree resigned from his position as Chief Scientific

Officer, effective immediately.

In connection with Mr.

Crabtree’s departure, on October 12, 2022, the Company entered into a Release

Agreement with Mr.

Crabtree (the “Release Agreement”).

The Release Agreement became irrevocable seven days after execution

of the Release Agreement and became effective on October 20, 2022 (the “Effective Date”).

Pursuant to the Release Agreement,

the Company agreed to pay Mr.

Crabtree the aggregate sum of $29,695, which consisted of accrued wages, expense reimbursements, accrued

unused paid time off (less applicable withholdings and deductions), and three months of Mr.

Crabtree’s base salary as of the separation

date, which salary is payable in substantially equal installments over a three-month period in accordance with the Company’s regular

payroll practices.

The Release Agreement includes releases of claims by Mr.

Crabtree in favor of the Company and certain Released Parties

(as defined therein).

Crabtree remains subject to certain continuing obligations, including a confidentiality agreement to which he

On May 8, 2022 we entered into an Amended and

Restated Executive Compensation Agreement with Mr.

Trujillo (“Trujillo Compensation Agreement”) effective as of January 1,

The 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 provided that

Trujillo will serve as a member of our Board, from which he resigned on August 15, 2022, and as our Chief Financial Officer.

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.

Trujillo is eligible to participate in the 2021 Plan.

On May 20, 2022, the Compensation Committee granted

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.

Trujillo’s employment is terminated

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

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

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

Waggoner for the year preceding the year of termination,

Trujillo 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 18 months

at the Company’s expense.

Trujillo and his family and life insurance coverage for Mr.

Trujillo, if any, at the Company’s

expense until the earliest of:

(A) the eighteen-month anniversary of termination;

(B) the date Mr.

Trujillo is no longer eligible to receive

COBRA continuation coverage;

and (C) the date on which Mr.

Trujillo receives or becomes eligible to receive substantially similar coverage

from another employer.

Notwithstanding the foregoing, if Mr.

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,

term is defined in the Trujillo 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

Trujillo 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

Trujillo’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

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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

Trujillo’s employment is terminated

due to “Disability” (as such term is defined in the Trujillo 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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Additionally, Mr.

Waggoner is bound by confidentiality

Trujillo is bound by confidentiality

and non-disparagement provisions as well as non-solicitation and non-competition covenants that apply during the term of his employment

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

We have entered into an Executive Compensation

Agreement with Dr.

Crabtree (“Crabtree Compensation Agreement”).

The current term of the Crabtree Compensation Agreement extends

until December 31, 2022 with annual extensions at the end of the term (or any extension of the term) unless we or Dr.

Crabtree provide

90-days written notice of termination.

The Crabtree Compensation Agreement provides that Dr.

Crabtree will 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 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

Potential Payments upon Termination or Change-In-Control

Employment Agreements

Information regarding potential payments upon termination

or change-in-control pursuant to employment agreements with officers of the Company is set forth above.

Under our 2021 Plan, upon a Change in Control (as

defined in the 2021 Plan), the Compensation Committee may, in its sole discretion, take one or more of the following actions:

cause any or all outstanding awards to become vested and immediately exercisable (as applicable), in whole or in part;

cause any outstanding option or stock appreciation right to become fully vested and immediately exercisable for a reasonable period in advance of the Change in Control and, to the extent not exercised prior to that Change in Control, cancel that option or stock appreciation right upon closing of the Change in Control;

cancel any unvested award or unvested portion thereof, with or without consideration;

cancel any award in exchange for a substitute award;

redeem any restricted stock or restricted stock unit for cash and/or other substitute consideration with value equal to the fair market value of an unrestricted share on the date of the Change in Control;

cancel any option or stock appreciation right in exchange for cash and/or other substitute consideration with a value equal to:

(a) the number of shares subject to that option or stock appreciation right, multiplied by (b) the difference, if any, between the fair market value on the date of the Change in Control and the exercise price of that option or the base price of the stock appreciation right;

provided, that if the fair market value on the date of the Change in Control does not exceed the exercise price of any such option or the base price of any such stock appreciation right, the committee may cancel that option or stock appreciation right without any payment of consideration therefor;

take such other action as the Compensation Committee determines to be appropriate under the circumstances.

Further, in the discretion of the Compensation

Committee, any cash or substitute consideration payable upon cancellation of an award may be subjected to (i) vesting terms substantially

identical to those that applied to the cancelled award immediately prior to the Change in Control, or (ii) earn-out, escrow, holdback

or similar arrangements, to the extent such arrangements are applicable to any consideration paid to stockholders in connection with the

Change in Control.

Under the 2021 Plan, upon termination of a participant’s

service with the Company and unless otherwise specified in an applicable award agreement, any portion of an option or stock appreciation

right that is not exercisable upon termination will expire immediately, and any portion of an option or stock appreciation right that

is exercisable upon termination will expire on the date it ceases to be exercisable, as determined by the reason for termination:

Termination by reason of death:

If a participant’s service with the Company terminates by reason of death, any option or stock appreciation right held by such participant may thereafter be exercised, to the extent it was exercisable at the time of his or her death or on such accelerated basis as the Compensation Committee may determine at or after grant, by the legal representative of the estate or by the legatee of the participant, for a period expiring (i) at such time as may be specified by the Compensation Committee at or after grant, or (ii) if not specified by the Compensation Committee, then 12 months from the date of death, or (iii) if sooner than the applicable period specified under (i) or (ii) above, upon the expiration of the stated term of such option or stock appreciation right.

Termination by reason of disability:

If a participant’s service with the Company terminates by reason of disability, any option or stock appreciation right held by such participant may thereafter be exercised by the participant or his or her personal representative, to the extent it was exercisable at the time of termination, or on such accelerated basis as the Compensation Committee may determine at or after grant, for a period expiring (i) at such time as may be specified by the Compensation Committee at or after grant, or (ii) if not specified by the Compensation Committee, then 12 months from the date of termination of service, or (iii) if sooner than the applicable period specified under (i) or (ii) above, upon the expiration of the stated term of such option or stock appreciation right.

Termination for Cause:

If a participant’s service with the Company is terminated for Cause (as defined in the 2021 Plan) or if a participant resigns at a time that there was a Cause basis for such participant’s termination:

(i) any option or stock appreciation right, or portion thereof, not already exercised will be immediately and automatically forfeited as of the date of such termination, and (ii) any shares for which the Company has not yet delivered share certificates will be immediately and automatically forfeited and the Company will refund to the participant the option exercise price paid for such shares, if any.

Other termination:

If a participant’s service with the Company terminates for any reason other than death, disability or Cause, any option or stock appreciation right held by such participant may thereafter be exercised by the participant, to the extent it was exercisable at the time of such termination, or on such accelerated basis as the Compensation Committee may determine at or after grant, for a period expiring (i) at such time as may be specified by the Compensation Committee at or after grant, or (ii) if not specified by the Compensation Committee, then 90 days from the date of termination of service, or (iii) if sooner than the applicable period specified under (i) or (ii) above, upon the expiration of the stated term of such option or stock appreciation right.

Outstanding Equity Awards at Fiscal Year End

Option Awards

Number of Securities Underlying Unexercised Options (#) Exercisable

Number of Securities Underlying Unexercised Options (#) Unexercisable

Option Exercise Price ($)

Option Expiration Date

Director Compensation

The following table sets forth information concerning

compensation paid or to our directors, other than our Named Executive Officers who also serve as directors, during the year ended April

compensation paid or to each of our directors, other than our Named Executive Officers who also serve as directors, who served during

the year ended April 30, 2023.

Director Compensation Table

Schechter (2)

Robert Weinstein (3)

Jack Stover (7)

Thomas Liquard (8)

Thomas C.K Yuen

Matthias Löhr (10)

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, 2023, 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, 1,670 shares.

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

Each non-employee director is party to an agreement

to serve as a director.

The agreements provide that each non-employee director receives a cash retainer of $12,500 per quarter (pro-rated

for periods of service less than a quarter).

In addition, we annually grant to each non-employee director:

(i) 334 shares of our common

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.

Our three employee directors (who are also Named

Executive Officers) do not receive additional compensation for their service on the Board.

For information regarding the compensation

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

Schechter was appointed to the Board effective August 15, 2022.

Weinstein was appointed to the Board effective November 14, 2022.

Walker was elected to the Board on December 28, 2022.

Allen was appointed to the Board effective August 15, 2022.

Allen did not stand for reelection at the annual meeting of stockholders held on December 28, 2022.

Farb was appointed to the Board effective August 15, 2022.

Farb did not stand for re-election at the annual meeting of stockholders held on December 28, 2022.

Stover was appointed to the Board effective August 15, 2022.

Stover resigned from the Board effective November 1, 2022.

Liquard resigned from the Board effective August 15, 2022.

Tong resigned from the Board effective August 15, 2022.

Löhr resigned from the Board effective August 15, 2022.

Each non-employee director receives a cash retainer

of $12,500 per quarter (pro-rated for periods of service less than a quarter).

Our employee directors do not receive additional

compensation for their service on the Board.

For information regarding the compensation of our Named Executive Officers who are also directors,

please see above, under the heading “Executive Compensation.”

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

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executive officers and directors as a group.

We deem shares of common stock that may be acquired

by an individual or group within 60 days of July 15, 2023 pursuant to the exercise of options or warrants or the vesting of restricted

stock units to be outstanding for the purpose of computing the percentage ownership of such individual or group, but those shares are

not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in the table.

Except as indicated

in footnotes to this table, we believe that the stockholders named in this table have sole voting and investment power with respect to

all shares of common stock shown to be beneficially owned by them based on information provided to us by these stockholders.

Under the terms of certain of our outstanding

warrants, holders may not exercise the warrants to the extent such exercise would cause such holder, together with its affiliates, to

beneficially own a number of shares of our common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common

stock following such exercise, excluding for purposes of such determination common stock issuable upon exercise of the warrants which

have not been exercised.

The number of shares of common stock beneficially owned do not reflect these limitations.

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

Name and Address

2 unchanged sentences

Common Stock (1)

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

More than 5% stockholders:

Richard Abbe (2)(3)

Entities affiliated with Iroquois Capital Management, LLC (2)(4)

Entities affiliated with Sabby Management, LLC (5)

Entities affiliated with Intracoastal Capital LLC (6)(7)

Entities affiliated with Ayrton Capital LLC (9)

Directors, Officers and Named Executive Officers:

Silverman, Interim Chairman of the Board, Interim Chief Executive Officer and Interim President

Schechter, Board Member

Abecassis, Board Member (10)

Tong, Board Member

Matthias Löhr, Board Member

Robert Weinstein, Board Member

Walker, Board Member

Trujillo, Chief Financial Officer (11)

Waggoner (12)

Crabtree (13)

All directors and executive officers as a group (6 persons)

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* Indicates percentage is less than 1.0%.

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.

based on 8,778,101 shares of common stock outstanding as of July 15, 2023.

This information is based solely on the Schedule 13D/A filed with the SEC by Richard Abbe, Kimberly Page, Iroquois Master Fund Ltd.

(“Iroquois Master Fund”), Iroquois Capital Management, LLC (“Iroquois Capital”) and Iroquois Capital Investment Group LLC (“ICIG,” and collectively, the “Iroquois Parties”) on June 16, 2023.

The Iroquois Parties made a single, joint filing to reflect the formation of a “group” within the meaning of Section 13(d)(3) of the Exchange Act.

Page serves as a director of Iroquois Master Fund.

Iroquois Capital serves as the investment manager for Iroquois Master Fund, and Mr.

Abbe serves as the president of Iroquois Capital.

Each Iroquois Party disclaims beneficial ownership of the shares that he, she or it does not directly own and except to the extent of his, her or its pecuniary interest therein.

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

Includes (i) 10,696 shares owned by ICIG, (ii) 384,000 shares issuable upon the exercise of warrants owned by ICIG, (iii) 300,000 shares issuable upon conversion of convertible preferred shares owned by ICIG, (iv) 178,654 shares owned by Iroquois Master Fund, (v) 1,896,000 shares issuable upon exercise of warrants owned by Iroquois Master Fund and (vi) 1,700,000 shares issuable upon conversion of convertible preferred shares owned by Iroquois Master Fund.

Includes (i) 178,654 shares, (ii) 1,896,000 shares issuable upon exercise of warrants and (iii) 1,700,000 shares issuable upon conversion of convertible preferred shares owned by Iroquois Master Fund.

This information is based on the Schedule 13G/A filed with the SEC on January 10, 2023 by Sabby Volatility Warrant Master Fund, Ltd., Sabby Management, LLC and Hal Mintz (collectively, “Sabby”).

Sabby reported sole and shared voting and sole and shared dispositive power of 934,456 shares of common stock.

Sabby Management, LLC is the investment manager of Sabby Volatility Warrant Master Fund, Ltd.

Hal Mintz is the Manager of Sabby Management, LLC and in such capacity has the right to vote and dispose of the securities held by Sabby Volatility Warrant Master Fund, Ltd.

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

Trujillo, CPA

Thomas Liquard

Abecassis, MD

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

This information is based on the Schedule 13G/A filed with the SEC on February 8, 2023 by Mitchell P.

Kopin, Daniel B.

Asher and Intracoastal Capital LLC (“Intracoastal”).

The address of Mr.

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

The address of Mr.

Asher is 111 W.

Jackson Boulevard, Suite 2000, Chicago, Illinois 60604.

The 1,735,189 shares consist of (i) 1,106,042 shares of common stock held by Intracoastal and (ii) 629,147 shares of common stock issuable upon exercise of warrants held by Intracoastal.

Kopin is the manager of Intracoastal.

Includes (i) 1,106,042 shares held by Intracoastal, (ii) 330,694 shares held by Mr.

Asher and (iii) 629,147 shares of common stock issuable upon exercise of warrants held by Intracoastal.

Includes (i) 1,020,042 shares held by Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B (“Alto”) and (ii) 730,670 shares of common stock issuable on the exercise of certain warrants and conversion of certain shares of convertible preferred stock held by Alto.

Alto is a private investment vehicle for which Ayrton Capital LLC (“Ayrton”) serves as the investment manager.

Waqas Khatri serves as the managing member of Ayrton.

Ayrton’s address is 55 Post Rd West, 2nd Floor, Westport, CT 06880.

This information is based on the Schedule 13G filed with the SEC on May 19, 2023.

Includes 1,670 shares issuable upon the exercise of options to purchase common stock.

Includes 8,000 shares issuable upon the exercise of options to purchase common stock.

Includes 12,000 shares issuable upon the exercise of options to purchase common stock.

Waggoner resigned from all positions with the Company effective October 6, 2022.

Includes 4,000 shares issuable upon the exercise of options to purchase common stock.

Crabtree resigned from all positions with the Company effective October 12, 2022.

Securities Authorized for Issuance under Equity

18 unchanged sentences

TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Our Audit Committee charter requires all future transactions between

us and any director, executive officer, holder of 5% or more of any class of our capital stock or any member of the immediate family of,

or entities affiliated with, any of them, or any other related persons, as defined in Item 404 of Regulation S-K, or their affiliates,

in which the amount involved is equal to or greater than $120,000, be approved in advance by our Audit Committee.

Any request for such

a transaction must first be presented to our Audit Committee for review, consideration and approval.

In approving or rejecting any such

proposal, our Audit Committee is to consider all available information deemed relevant by the Audit Committee, including, but not limited

to, the extent of the related person’s interest in the transaction, and whether the transaction is on terms no less favorable to

us than terms we could have generally obtained from an unaffiliated third party under the same or similar circumstances.

We had the following related party transactions

during the years ended April 30, 2023 and 2022, respectively.

We own 14.3% of the equity in SG Austria and is

reported on the cost method of accounting.

We own 14.3% of the equity in SG Austria, and

such investment is reported on the cost method of accounting.

SG Austria has two subsidiaries:

(i) Austrianova;

and (ii) Austrianova Thailand.

products and services from these subsidiaries in the approximate amounts of $323,000 and $405,000 in the years ended April 30, 2022, and

2021, respectively.

(i) Austrianova and (ii) Austrianova Thailand.

We purchased products and services from these subsidiaries in the approximate amounts of $339,000 and $323,000 in the years ended April

30, 2023, and 2022, respectively.

In April 2014, we entered a consulting agreement

10 unchanged sentences

the years ended April 30, 2023, and 2022, were approximately $61,000 and $114,000, 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

$400 and $5,000 relating to these share issuances for the years ended April 30, 2022, and 2021, respectively.

Except for Mr.

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

Schechter, Dr.

Abecassis, Mr.

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

Nasdaq Marketplace Rules.

Schechter, Dr.

Abecassis, Mr.

Weinstein and Mr.

Walker have been determined by the Board to be Independent

PRINCIPAL ACCOUNTANT FEES AND SERVICES

4 unchanged sentences

During the years ended April 30, 2023, and 2022,

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.

we incurred from Armanino $140,958 and $167,239 in annual audit fees, respectively, and $31,500 and $33,238 in quarterly review fees,

respectively, and $19,640 and $0 in income tax analysis, respectively.

Additional fees relating to capital raises were paid to Armanino

in the amounts of $0 and $61,149 during the years ended April 30, 2023, and 2022, respectively.

Our Audit Committee pre-approves all services

1 unchanged sentence

All the services listed above have been pre-approved by our Audit Committee.

Policy on Audit Committee Pre-Approval of Audit and Permissible

Non-Audit Services of Independent Public Accountant

Consistent with SEC policies regarding auditor

independence, the Audit Committee has responsibility for appointing, setting compensation and overseeing the work of our independent registered

public accounting firm.

In recognition of this responsibility, the Audit Committee has established a policy to pre-approve all audit and

permissible non-audit services provided by our independent registered public accounting firm.

Prior to engagement of an independent registered

public accounting firm for the next year’s audit, management will submit an aggregate of services expected to be rendered during

that year for each of four categories of services to the Audit Committee for approval.

Audit services include audit work

performed in the preparation of financial statements, as well as work that generally only an independent registered public accounting

firm can reasonably be expected to provide, including comfort letters, statutory audits, and attest services and consultation regarding

financial accounting and/or reporting standards.

Audit-Related services are for assurance

and related services that are traditionally performed by an independent registered public accounting firm, including due diligence related

to mergers and acquisitions, employee benefit plan audits, and special procedures required to meet certain regulatory requirements.

Tax services include all services

performed by an independent registered public accounting firm’s tax personnel except those services specifically related to the

audit of the financial statements, and includes fees in the areas of tax compliance, tax planning, and tax advice.

Other Fees are those associated

with services not captured in the other categories.

The Company generally does not request such services from our independent registered

public accounting firm.

Prior to engagement, the Audit Committee pre-approves

these services by category of service.

The fees are budgeted and the Audit Committee requires our independent registered public accounting

firm and management to report actual fees versus the budget periodically throughout the year by category of service.

During the year,

circumstances may arise when it may become necessary to engage our independent registered public accounting firm for additional services

not contemplated in the original pre-approval.

In those instances, the Audit Committee requires specific pre-approval before engaging

our independent registered public accounting firm.

The Audit Committee may delegate pre-approval

authority to one or more of its members.

The member to whom such authority is delegated must report, for informational purposes only,

any pre-approval decisions to the Audit Committee at its next scheduled meeting.

(a) Documents filed as part of this Report:

16 unchanged sentences

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.

Incorporated by reference

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

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

Incorporated by reference

from Exhibit 99.1 to 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 Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 13, 2021.

Certificate of Change to

Articles of Incorporation of the Company, dated March 7, 2023.

Incorporated by reference

from Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on March 16, 2023.

Certificate of Designations

of Preferences and Rights of Series B Convertible Preferred Stock.

Incorporated by reference

from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 11, 2023.

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.

1 unchanged sentence

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.

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.

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.

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

Incorporated by reference

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

Amendment No.

Five to Bylaws

of PharmaCyte Biotech, Inc.

Incorporated by reference

from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 18, 2022.

Amendment No.

Six to Bylaws

of PharmaCyte Biotech, Inc.

Incorporated by reference

from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 19, 2023.

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.

2 unchanged sentences

‌ 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.

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.

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.

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.

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.

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.

Incorporated by reference

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

Form of Warrant.

Incorporated by reference

from Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 11, 2023.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

1 unchanged sentence

and the Company.

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

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.

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.

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.

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.

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.

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.

Incorporated by reference

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

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.

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.

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.

Incorporated by reference