What changed in this filing

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Item 9A. Controls and Procedures

2025-08-11 compared with 2024-08-13 · 1403 added, 969 removed, 1559 unchanged (60% of the section changed)

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We intend to hire an additional person to work for our Chief Financial Officer to enable sufficient review in the future.

Because of this material weakness, our Interim

Because of these material weaknesses, our Interim

Chief Executive Officer and our Chief Financial Officer concluded that, as of April 30, 2025, our internal controls over financial reporting

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OTHER INFORMATION

the year ended April 30, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1

trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of

Regulation S-K.

During the year ended April 30, 2025, no director

or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,”

as each term is defined in Item 408(a) of Regulation S-K.

On August 8, 2025, we entered into an Executive

Compensation Agreement (the “Silverman Compensation Agreement”) with Joshua N.

Silverman Silverman, effective as of January

1, 2025, pursuant to which Mr.

Silverman will serve as our Chief Executive Officer, President, and Executive Chairman.

The Silverman Compensation Agreement provides

for an initial three-year term, with automatic one-year renewal periods unless either party provides at least ninety (90) days’

prior written notice of non-renewal.

Under the Silverman Compensation Agreement, Mr.

Silverman is entitled to an annual base salary of

$375,000, subject to annual review and potential increase by the Compensation Committee.

Silverman is eligible to receive an annual

performance-based bonus.

In addition, Mr.

Silverman is entitled to receive annual long-term incentive awards under the Company’s

Long Term Incentive Plan with a target annual equity award grant date fair value to equal 300% of Mr.

Silverman’s base salary.

In the event of termination without “Cause”

Silverman for “Good Reason” (as such terms are defined in the Silverman Compensation Agreement).

entitled to receive accrued compensation through the termination date, severance equal to two times the sum of his base salary and target

bonus (prorated for the year of termination), payable over 24 months, and accelerated vesting of all unvested equity awards.

If such termination

occurs within two years following or six months preceding a “Change in Control” (as defined in the Silverman Compensation

Agreement), Mr.

Silverman is entitled to enhanced severance equal to three times the sum of his base salary and target bonus, payable

in a lump sum, and full acceleration of all unvested equity awards.

In the event of Mr.

Silverman’s death during

the term of the Silverman Compensation Agreement, his estate is entitled to receive accrued compensation, any unpaid bonus amounts, accelerated

vesting of all unvested equity awards, and any other benefits due under the Company’s benefit plans.

In addition, the death benefit

under the Company’s life insurance program, if any, will be paid to his designated beneficiary or estate.

employment terminates due to disability, he is entitled to accrued compensation, prorated target bonus, and continued salary payments

for 24 months, along with accelerated vesting of all unvested equity awards and benefits under the Company’s long-term disability

insurance plan, if applicable.

All severance and equity acceleration benefits

are subject to Mr.

Silverman’s execution and non-revocation of a general release of claims.

The Agreement also includes provisions

regarding confidentiality, non-disparagement, post-employment cooperation, and compliance with Section 409A of the Internal Revenue Code.

Compensation under the Agreement is subject to the Company’s clawback policies as may be required by applicable law or listing standards.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS

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as a director of AYRO, Inc.

AYRO), TNF Pharmaceuticals, Inc.

TNFA), 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.

AYRO), Femasys Inc.

FEMY, TNF Pharmaceuticals, Inc.

TNFA), TAO Synergies Inc.

Synaptogenix, Inc.) (Nasdaq:

TAOX) and Petros Pharmaceutical, Inc.

He previously served as a director of Marker Therapeutics,

MRKR) from 2016 until 2018 and Protagenic Therapeutics, Inc.

PTIX) from 2016 to 2022.

Silverman received his B.A.

Silverman received his

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.

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

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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.

He currently serves on the board of directors of TAO Synergies

(formerly Synaptogenix, Inc.), (Nasdaq:

TAOX), 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.

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

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Company since November 2022.

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

SNPX since October 2013.

Weinstein has served as chief financial officer of TAO Synergies Inc.

(formerly Synaptogenix, Inc.) (Nasdaq:

TAOX) 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.

has extensive accounting and finance experience, spanning more than 40 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.

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

Weinstein has also been an independent consultant

for several healthcare companies in the pharmaceutical and biotechnology industries.

Weinstein also serves as a member of the Board

of Directors of XWELL, Inc.

(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.

Weinstein also serves on the Board of Directors

of Oblong, Inc.

OBLG), a company providing multi-stream collaboration technologies and managed services for video collaboration

and network applications.

Weinstein 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.

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

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.

Weinstein also serves

on the Board of Directors of Oblong, Inc.

OBLG), a company providing multi-stream collaboration technologies and managed services

for video collaboration and network applications.

Weinstein 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.

Weinstein was chosen as a director of the Company because of his public company and

financial expertise.

Walker has served as a director of the

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

Insider Trading Policy

We have adopted a formal Insider Trading Policy,

governing the purchase, sale, and/or other disposition of our securities by our directors, officers, employees, and other covered persons.

We believe that our insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations,

and listing standards applicable to the Company.

Code of Ethics

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Policy Regarding Board Attendance

Our directors are expected to attend meetings

of the Board as frequently as necessary to properly discharge their responsibilities and to spend the time needed to prepare for each

such meeting.

If an annual meeting of stockholders is held, our directors are expected to attend that meeting, but we do not have a formal

policy requiring them to do so.

One director attended our annual meeting of stockholders held in April 2024.

Our directors are expected to attend meetings of the

Board as frequently as necessary to properly discharge their responsibilities and to spend the time needed to prepare for each such meeting.

If an annual meeting of stockholders is held, our directors are expected to attend that meeting, but we do not have a formal policy requiring

them to do so.

One director attended our annual meeting of stockholders held in April 2025 and 2024.

Shareholder Communications

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Principal Position

All Other Compensation (2)

Silverman (2)

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

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

to this Report.

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

service as a member of the board of directors.

Silverman was appointed as Interim Chief Executive Officer and Interim President on

October 6, 2022.

computed in accordance with FASB ASC Topic 718.

Our computation of expected volatility for the year ended April 30, 2024 on selected guideline

companies historical weekly basis volatility.

For stock option grants issued during the year ended April 30, 2024, we used a calculated

volatility for each grant.

We lack adequate information about the exercise behavior now and has determined the expected term assumption

under the simplified method provided for under ASC 718, which averages the contractual term of our stock options of ten years with the

average vesting term of six months.

The dividend yield assumption of zero is based upon the fact we have never paid cash dividends and

presently has no intention of paying cash dividends.

The risk-free interest rate used for each grant is equal to the U.S.

Treasury rates

in effect at the time of the grant for instruments with a similar expected life.

(2) Includes health insurance premium payments

Silverman and Mr.

Narrative Disclosure to Summary Compensation

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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 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 is paid an annual base salary of $375,000.

Silverman is eligible to participate in the

Silverman is eligible to participate

in the 2022 Plan.

On November 20, 2023, the Compensation Committee granted Mr.

Silverman a stock option grant to purchase 170,000 shares of common

stock exercisable over a ten-year term at an exercise price of $2.18 per share, vesting 50% immediately and 50% on the one-year anniversary

of the date of grant.

Silverman a stock option grant to purchase 170,000 shares

of common stock exercisable over a ten-year term at an exercise price of $2.18 per share, vesting 50% immediately and 50% on the one-year

anniversary of the date of grant.

On August 8, 2025, we entered into an Executive

Compensation Agreement (the “Silverman Compensation Agreement”) with Mr.

Silverman, effective as of January 1, 2025, pursuant

Silverman will serve as our Chief Executive Officer, President, and Executive Chairman.

The Silverman Compensation Agreement provides

for an initial three-year term, with automatic one-year renewal periods unless either party provides at least ninety (90) days’

prior written notice of non-renewal.

Under the Silverman Compensation Agreement, Mr.

Silverman is entitled to an annual base salary of

$375,000, subject to annual review and potential increase by the Compensation Committee.

Silverman is eligible to receive an annual

performance-based bonus.

In addition, Mr.

Silverman is entitled to receive annual long-term incentive awards under the Company’s

Long Term Incentive Plan with a target annual equity award grant date fair value to equal 300% of Mr.

Silverman’s base salary.

In the event of termination without “Cause”

Silverman for “Good Reason” (as such terms are defined in the Silverman Compensation Agreement).

entitled to receive accrued compensation through the termination date, severance equal to two times the sum of his base salary and target

bonus (prorated for the year of termination), payable over 24 months, and accelerated vesting of all unvested equity awards.

If such termination

occurs within two years following or six months preceding a “Change in Control” (as defined in the Silverman Compensation

Agreement), Mr.

Silverman is entitled to enhanced severance equal to three times the sum of his base salary and target bonus, payable

in a lump sum, and full acceleration of all unvested equity awards.

In the event of Mr.

Silverman’s death during

the term of the Silverman Compensation Agreement, his estate is entitled to receive accrued compensation, any unpaid bonus amounts, accelerated

vesting of all unvested equity awards, and any other benefits due under the Company’s benefit plans.

In addition, the death benefit

under the Company’s life insurance program, if any, will be paid to his designated beneficiary or estate.

employment terminates due to disability, he is entitled to accrued compensation, prorated target bonus, and continued salary payments

for 24 months, along with accelerated vesting of all unvested equity awards and benefits under the Company’s long-term disability

insurance plan, if applicable.

All severance and equity acceleration benefits

are subject to Mr.

Silverman’s execution and non-revocation of a general release of claims.

The Agreement also includes provisions

regarding confidentiality, non-disparagement, post-employment cooperation, and compliance with Section 409A of the Internal Revenue Code.

Compensation under the Agreement is subject to the Company’s clawback policies as may be required by applicable law or listing standards.

On May 8, 2022 we entered into an Amended and

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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:

Information regarding potential

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

2021 Plan and 2022 Plan

Under our 2021 and 2022 Plans,

upon a Change in Control (as defined in the 2021 and 2022 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;

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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:

Under the 2021 and 2022 Plans,

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:

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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

Outstanding Equity Awards as of April 30, 2025

Option Awards

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Option Expiration Date

(1) These options vest in full on November 20, 2024.

Granting of Certain Equity Awards Close in Time to the Release of Material

Nonpublic Information

We do not grant equity awards in anticipation of

the release of material nonpublic information that is likely to result in changes to the price of our common stock, and do not

time the public release of such information based on award grant dates.

During the last completed fiscal year, we have not made

awards to any named executive officer or director during the period beginning four business days before and ending one business day

after the filing of a period report on Form 10-Q or Form 10-K or the filing or furnishing of a current report on Form 8-K, and we

have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive

compensation.

Clawback Policy

The Board of Directors adopted a Clawback policy to

create and maintain a culture that emphasizes integrity and accountability that reinforces pay-for-performance compensation policy.

policy applies to current and former executive officers in accordance with applicable rules and standards adopted by the SEC.

covers incentive-based compensation, which includes any compensation that is granted, earned or vested based on wholly or in part upon

attaining any financial reporting measures that are determined and presented in accordance with accounting principles (“GAAP”)

used in preparing our financial statements as well as non-GAAP.

An accounting restatement of its financial statements due to material

noncompliance with securities law, including correction of an error on the financial statements may cause a recovery of the incentive-based

compensation from the executive officer.

Director Compensation

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Director Compensation Table

Schechter (2)

Option Awards

Robert Weinstein

Abecassis (5)

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, 2024, 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.

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.

Abecassis was appointed to the Strategic Scientific Committee on November 20, 2023, at which point he began receiving a monthly retainer fee of $3,500.

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, 2025, as computed in accordance with FASB ASC Topic 718.

Our computation of expected volatility

for the year ended April 30, 2025 on our historical weekly basis volatility.

For stock option grants issued

during the year ended April 30, 2024, we used a calculated volatility for each grant.

We lack adequate information about the exercise

behavior now and has determined the expected term assumption under the simplified method provided for under ASC 718, which averages

the contractual term of our stock options of ten years with the average vesting term of six months.

The dividend yield assumption

of zero is based upon the fact we have never paid cash dividends and presently has no intention of paying cash dividends.

The risk-free

interest rate used for each grant is equal to the U.S.

Treasury rates in effect at the time of the grant for instruments with a similar

expected life.

and the assumptions

stated in Note 4 and Note 5 of the Consolidated Financial Statements to this Report.

On November 17, 2023, we adopted a nonemployee

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date of the subsequent annual meeting of stockholders, subject to the director’s continued service on the vesting date.

Compensation Policy also provides for the automatic grant of nonqualified stock options to purchase shares of common stock having an aggregate

grant date fair value of $50,000 to each newly appointed director.

Such grants occur on the first business day following appointment,

and the options vest in full immediately.

Each nonemployee director will also receive an annual retainer in the amount of $60,000, plus

an additional $10,000 annually per committee chairmanship.

Abecassis, as chair of the Strategic Scientific Committee, receives a monthly

retainer fee of $3,500.

Each nonemployee

director will also receive an annual retainer in the amount of $60,000, plus an additional $10,000 annually per committee chairmanship.

Abecassis, as chair of the Strategic Scientific Committee, receives a monthly retainer fee of $3,500.

Our employee directors do not receive additional

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have not been exercised.

Similarly, under the terms of our Series B Preferred Shares, holders may not convert their Series B Preferred

Shares to the extent such conversion 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 conversion.

number of shares of common stock beneficially owned reflects these limitations.

The address of all beneficial owners is 3960 Howard

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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 (2)

Entities affiliated with Intracoastal Capital LLC (3)

Directors, Officers and Named Executive Officers:

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__________________________

* Indicates percentage is less than 1.0%.

Percentages based on 7,724,319 shares of common stock outstanding as of July 17, 2024.

This information is based solely on the Schedule 13D/A filed with the Commission 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 Commission 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 the Schedule 13G/A filed with the Commission on February 6, 2024 by Mitchell P.

Kopin, Daniel B.

Asher and Intracoastal Capital LLC (“Intracoastal”).

Percentages based on 6,795,779 shares of common stock outstanding

as of July 18, 2025.

Includes 774,100 shares of common stock issuable on the exercise of

warrants held by Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B (“Alto”).

This information is

based solely on the Schedule 13G filed with the SEC by Alto, Ayrton Capital LLC (“Ayrton”) and Waqas Khatri on February

Alto is a private investment vehicle for which Ayrton serves as the investment manager.

Khatri serves as the managing

member of Ayrton.

A blocker provision exists, limiting the percentage to 9.99%.

The address of Alto is Suite #7, Grand Pavilion

Commercial Centre, 802 West Bay Road, Grand Cayman, P.O.

Box 10250, Cayman Islands.

The address of Ayrton is 55 Post Rd West, 2nd

Floor, Westport, CT 06880.

The address of Mr.

Khatri is 55 Post Rd West, 2nd Floor, Westport, CT 06880.

Includes (i) 527,376 shares of common stock and (ii) 187,468 shares of common stock

issuable upon the exercise of warrants owned by Intracoastal LLC (“Intracoastal”).

This information is based on the Schedule

13G/A filed with the SEC January 15, 2025 by Intracoastal, Mitchell P.

Kopin and Daniel B.

A blocker provision exists, limiting

the percentage to 9.99%.

The address of Mr.

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

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Jackson Boulevard, Suite 2000, Chicago, Illinois 60604.

Includes (i) 475,884 shares of common stock held by Intracoastal and (ii) 427,528 shares of common stock issuable upon exercise of warrants held by Intracoastal.

Kopin is the manager of Intracoastal.

Includes (i) 475,884 shares held by Intracoastal, (ii) 82,727 shares held by Mr.

Asher and (iii) 335,619 shares of common stock issuable upon exercise of warrants held by Intracoastal.

Represents shares underlying warrants and preferred stock held by Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B (“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.

Alto’s address is Suite #7, Grand Pavilion Commercial Centre, 802 West Bay Road, Grand Cayman, P.O.

Box 10250, Cayman Islands.

Ayrton’s and Mr.

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

This information is based on the Schedule 13G filed with the Commission on February 14, 2024.

Includes 85,000 shares issuable upon the exercise of options to purchase common stock.

Includes 61,248 shares issuable upon the exercise of options to purchase common stock.

Includes 62,249 shares issuable upon the exercise of options to purchase common stock.

Includes 61,248 shares issuable upon the exercise of options to purchase common stock.

Includes 48,500 shares issuable upon the exercise of options to purchase common stock.

Includes 170,000 shares issuable upon the exercise of options to purchase

common stock.

Includes 99,257 shares issuable upon the exercise of options to purchase

common stock.

Includes 100,257 shares issuable upon the exercise of options to purchase

common stock.

Includes 99,257 shares issuable upon the exercise of options to purchase

common stock.

Includes 99,257 shares issuable upon the exercise of options to purchase

common stock.

Includes 89,000 shares issuable upon the exercise of options to purchase

common stock.

Securities Authorized for Issuance under Equity

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Equity compensation plans not approved by security holders

Please see Notes 5 and 6 of the Consolidated Financial Statements to

this Report for more information regarding our equity compensation arrangements.

CERTAIN RELATIONSHIPS AND RELATED

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Walker have been determined by the Board to be Independent

On November 14, 2023, we entered into a Securities

Purchase Agreement with Femasys, Inc., pursuant to which we purchased for a sum of $5,000,000 (i) senior unsecured convertible notes (ii)

Series A Warrants to purchase 4,237,288 common shares and (iii) Series B Warrants to purchase 4,237,288 common shares.

Pursuant to the

terms of the Femasys agreement, our Interim Executive Officer was appointed to the Femasys board of directors.

For more information regarding

the Femasys Transaction, see “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

– Femasys Transaction.”

On May 20, 2024, we entered into the TNF Purchase

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PRINCIPAL ACCOUNTANT FEES AND SERVICES

The Company engaged Armanino LLP (“Armanino”) as its independent

auditors from October 30, 2015 to November 5, 2023.

The Company engaged Marcum LLP (“Marcum”) from November 5, 2023 to present.

We engaged Marcum LLP (“Marcum”) from

November 5, 2023 to February 21, 2025.

CBIZ CPAs P.C.

(“CBIZ CPAs”) acquired Marcum effective November 1, 2024.

A summary of the fees billed by our independent

audit firm, Armanino, for professional services rendered for the years ended April 30, 2024 and 2023 is set forth below.

audit firm, CBIZ CPAs, for professional services rendered for the years ended April 30, 2025 and 2024 is set forth below.

‌Audit-Related Fees

All Other Fees

During the years ended April 30, 2024 and 2023,

we incurred from Armanino $95,025 and $140,958 in annual audit fees, respectively, and $129,150 and $31,500 in quarterly review fees,

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

A summary of the fees billed by our independent

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All Other Fees

During the year ended April 30, 2024, we incurred

from Marcum $225,000 in audit fees and $76,650 in quarterly review fees.

Our Audit Committee pre-approves all services

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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.

Other Fees are those associated with

services not captured in the other categories.

We generally do not request such services from our independent registered public accounting

Prior to engagement, the Audit Committee pre-approves

17 unchanged sentences

(3) Exhibits.

Except as so indicated below and in Exhibit 32.1,

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

Certain of the agreements filed as exhibits

contain representations and warranties made by the parties thereto.

The assertions embodied in such representations and warranties are

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

Accordingly, investors should not rely on the representations

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

Except as so indicated below and in Exhibits 32.1

and 32.2, the following exhibits are filed as part of, or incorporated by reference into, the Report.

Certain of the agreements filed

as exhibits contain representations and warranties made by the parties thereto.

The assertions embodied in such representations and warranties

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

Accordingly, investors should not rely on the

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

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 Commission on March 13, 2020.

Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed with the Commission 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 Commission on July 6, 2021.

Incorporated by reference from Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the Commission 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 Commission 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 Commission on March 16, 2023.

Certificate of Change to Articles

of Incorporation of the Company, dated September 6, 2023.

Incorporated by reference from Exhibit 3.1 to the Company’s Current

Report on Form 8-K filed with the Commission on September 7, 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 Commission on May 11, 2023.

Incorporated by reference from Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the Commission 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 Commission on March 16, 2023.

Certificate of Change to Articles of Incorporation of the Company, dated September 6, 2023.

Incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on September 7, 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 Commission 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 Commission 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 Commission on September 25, 2014.

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

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

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

Incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission 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 Commission on November 18, 2022.

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 Commission 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 Commission on July 19, 2023.

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 Commission 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 Commission on August 20, 2001.

Description of Securities.

Filed herewith.

Incorporated by reference from the Company’s Annual Report on

Form 10-K filed with the Commission on August 13, 2024.

‌ Form of Common Warrant.

Incorporated by reference

from the Company’s ‌Current Report on Form ‌8-‌K filed with the Commission on ‌August 12, ‌2021.

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

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

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

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

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

Incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission 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 Commission on May 11, 2023.

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

Form of First Tranche Warrant

Filed herewith.

Form of Second Tranche Warrant

Filed herewith.

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 Commission on June 28, 2012.

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

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

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

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

Incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission 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 Commission on August 4, 2014.

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

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

Incorporated by reference from the Company’s Annual Report on Form 10-K filed with the Commission 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 Commission 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 Commission 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 Commission on December 15, 2014.

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

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 Commission on July 29, 2016.

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

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

and the Company.

Incorporated by reference

from the Company’s Annual Report on Form 10-K filed with the Commission on July 29, 2016.

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

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

Incorporated by reference

from the Company’s Annual Report on Form 10-K filed with the Commission on July 29, 2016.

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

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

and the Company.

Incorporated by reference

from the Company’s Annual Report on Form 10-K filed with the Commission on July 29, 2016.

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

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

and the Company.

Incorporated by reference

from the Company’s Annual Report on Form 10-K filed with the Commission on July 29, 2016.

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

Letter agreement, dated June 29, 2017, between Michael Abecassis, M.D.

and the Company.

Incorporated by reference

from the Company’s Current Report on Form 8-K filed with the Commission on July 10, 2017.

Incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on July 10, 2017.

Binding Term Sheet, dated August 30, 2017, among Austrianova Singapore Pte.

1 unchanged sentence

and the Company.

Incorporated by reference

from the Company’s Current Report on Form 8-K filed with the Commission on September 6, 2017.

Incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on September 6, 2017.

Fourth Addendum, dated May 14, 2018, 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 Commission on May 15, 2018.

Incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on May 15, 2018.

Third Amendment, dated May 14, 2018, to Licensing Agreement, dated December 1, 2014, between Austrianova Singapore Pte.

Ltd and the Company .

Incorporated by reference

from the Company’s Current Report on Form 8-K filed with the Commission on May 15, 2018.

Incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on May 15, 2018.

Second Amendment, dated May 14, 2018, to the Licensing Agreement, dated June 25, 2013, between Austrianova Singapore Pte.

Ltd and the Company.

Incorporated by reference

from the Company’s Current Report on Form 8-K filed with the Commission on May 15, 2018.

Incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on May 15, 2018.

Amendment No.

1 unchanged sentence

Crabtree and the Company.

Incorporated by reference

from the Company’s Current Report on Form 8-K filed with the Commission on October 16, 2020.

Incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on October 16, 2020.

Securities Purchase Agreement, dated as of August 19, 2021.

Incorporated by reference

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

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

Amended and Restated Executive Compensation Agreement, dated May 8, 2022, between Kenneth L.

Waggoner and the Company.

Incorporated by reference from Exhibit 10.40 to the Company’s

Annual Report on Form 10-K filed with the Commission on July 28, 2022.

Incorporated by reference from Exhibit 10.40 to the Company’s Annual Report on Form 10-K filed with the Commission on July 28, 2022.

Amended and Restated Executive Compensation Agreement, dated May 8, 2022, between Carlos A.

Trujillo and the Company .

Incorporated by reference from Exhibit 10.41 to the Company’s Annual Report on Form 10-K filed with the

Commission on July 28, 2022.

Incorporated by reference from Exhibit 10.41 to the Company’s Annual Report on Form 10-K filed with the Commission on July 28, 2022.

PharmaCyte Biotech, Inc.

2021 Equity Incentive Plan.

Incorporated by reference from Exhibit 10.42 to the Company’s

Annual Report on Form 10-K filed with the Commission on July 28, 2022.

Cooperation Agreement dated

August 15, 2022, by and between PharmaCyte Biotech, Inc.

Incorporated by reference from Exhibit 10.42 to the Company’s Annual Report on Form 10-K filed with the Commission on July 28, 2022.

Cooperation Agreement dated August 15, 2022, by and between PharmaCyte Biotech, Inc.

and Iroquois Master Fund Ltd.

and its affiliates.

Incorporated by reference

from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on August 16, 2022.

Separation, Consulting

and Release Agreement, dated October 6, 2022, by and between PharmaCyte Biotech, Inc.

Incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on August 16, 2022.

Separation, Consulting and Release Agreement, dated October 6, 2022, by and between PharmaCyte Biotech, Inc.

and Kenneth L.

Incorporated by reference

from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on October 7, 2022.

Release Agreement, dated

October 12, 2022, by and between PharmaCyte Biotech, Inc.

Incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on October 7, 2022.

Release Agreement, dated October 12, 2022, by and between PharmaCyte Biotech, Inc.

and Gerald W.

Incorporated by reference

from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on October 14, 2022.

Securities Purchase Agreement,

dated May 9, 2023.

Incorporated by reference

from the Company’s Current Report on Form 8-K filed with the Commission on May 11, 2023.

Registration Rights Agreement,

dated May 9, 2023.

Incorporated by reference

from the Company’s Current Report on Form 8-K filed with the Commission on May 11, 2023.

Engagement Letter, dated

May 9, 2023, by and between the Company and Katalyst Securities LLC.

Incorporated by reference

from the Company’s Current Report on Form 8-K filed with the Commission on May 11, 2023.

Incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on October 14, 2022.

Securities Purchase Agreement, dated May 9, 2023.

Incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on May 11, 2023.

Registration Rights Agreement, dated May 9, 2023.

Incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on May 11, 2023.

Engagement Letter, dated May 9, 2023, by and between the Company and Katalyst Securities LLC.

Incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on May 11, 2023.

PharmaCyte Biotech, Inc.

2022 Equity Incentive Plan .

Incorporated by reference from Appendix A to the Company’s Schedule

14A filed with the Commission on November 25, 2022.

Incorporated by reference from Appendix A to the Company’s Schedule 14A filed with the Commission on November 25, 2022.

Form of Series A Warrant of Femasys, Inc.

Incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on November 16, 2023.

Form of Series B Warrant of Femasys, Inc.

Incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on November 16, 2023

Securities Purchase Agreement, dated November 14, 2023, by and

between PharmaCyte Biotech, Inc.

Securities Purchase Agreement, dated November 14, 2023, by and between PharmaCyte Biotech, Inc.

and Femasys, Inc.

2 unchanged sentences

Incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on November 16, 2023.

Registration Rights Agreement, dated November 14, 2023, by and

between PharmaCyte Biotech, Inc.

Registration Rights Agreement, dated November 14, 2023, by and between PharmaCyte Biotech, Inc.

and Femasys, Inc.

3 unchanged sentences

Incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on November 16, 2023.

Securities Purchase Agreement, dated May 20, 2024 by and among

PharmaCyte Biotech, Inc.

and MyMD Pharmaceuticals, Inc.

Securities Purchase Agreement, dated May 20, 2024 by and among PharmaCyte Biotech, Inc.

and TNF Pharmaceuticals, Inc.

(f/k/a MyMD Pharmaceuticals, Inc.)

Incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on May 23, 2024.

Form of Certificate of Designations of Series G Convertible Preferred

Stock of MyMD Pharmaceuticals, Inc.

Incorporated by reference from the Company’s Current Report

on Form 8-K filed with the Commission on May 23, 2024.

Form of Long-Term Warrant of MyMD Pharmaceuticals, Inc.

Incorporated by reference from the Company’s Current Report

on Form 8-K filed with the Commission on May 23, 2024.

Form of Short-Term Warrant of MyMD Pharmaceuticals, Inc.

Incorporated by reference from the Company’s Current Report

on Form 8-K filed with the Commission on May 23, 2024.

Form of Certificate of Designations of Series G Convertible Preferred Stock of TNF Pharmaceuticals, Inc.

(f/k/a MyMD Pharmaceuticals, Inc.)

Incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on May 23, 2024.

Form of Long-Term Warrant of TNF Pharmaceuticals, Inc.

(f/k/a MyMD Pharmaceuticals, Inc.)

Incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on May 23, 2024.

Form of Short-Term Warrant of TNF Pharmaceuticals, Inc.

(f/k/a MyMD Pharmaceuticals, Inc.)

Incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on May 23, 2024.

Form of Silverman

Executive Compensation Agreement

Filed herewith.

PharmaCyte Biotech, Inc.

1 unchanged sentence

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

Letter from Marcum LLP to the Securities and Exchange Commission regarding the Company’s change in certifying accountant dated February 26, 2025.

Incorporated by reference from the Company’s Current Report on Form

8-K filed with the Commission on February 26, 2025.

PharmaCyte Biotech, Inc.

Insider Trading Policy .

Filed herewith.

Incorporated by reference

from the Company’s Annual Report on Form 10-K filed with the Commission on August 13, 2024.

List of Subsidiaries.

Filed herewith.

Consent of Marcum LLP.

Consent of CBIZ CPAs P.C.

Filed herewith.

Consent of Armanino LLP.

Consent of Marcum LLP.

Filed herewith.

11 unchanged sentences

Clawback Policy.

‌Filed herewith.

‌Inline XBRL Instance

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XBRL document.

‌Incorporated by reference from the Company’s Annual Report on

Form 10-K filed with the Commission on August 13, 2024.

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‌Filed herewith.