PharmaCyte Biotech, Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures 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, 2025, 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. Management’s Report on Internal Controls over Financial Reporting Our management is responsible for establishing and maintaining adequate internal controls over financial reporting as that term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Our internal controls over financial reporting are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. A material weakness is a deficiency, or a combination of deficiencies, in internal controls over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected in a timely basis. Under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, management conducted an evaluation of the effectiveness of our internal controls over financial reporting as of April 30, 2025, based on the criteria outlined in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and identified the following material weaknesses in internal controls over financial reporting: · Insufficient Segregation of Duties of the Chief Financial Officer . We have ‌delegated some of the duties of our Chief Financial Officer to other personnel within the Company and have added review and approval processes performed by the Chief Executive Officer. However, we have determined that we still have insufficient segregation of the duties of our Chief Financial Officer. We plan to hire an additional person to work for our Chief Financial Officer to enable sufficient segregation of his duties. · Insufficient management review controls. We have identified weaknesses in the design of our internal controls which have led us to conclude that we currently have insufficient management review controls. We intend to hire an additional person to work for our Chief Financial Officer to enable sufficient review in the future. 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 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. 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. 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. 86 Changes in Internal Controls over Financial Reporting There were no changes to our internal control over financial reporting during the fiscal year ended April 30, 2025, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. The Certifications of our Principal Executive and Principal Financial Officer required in accordance with Rule 13a-14(a) under the Exchange Act and Section 302 of the Sarbanes-Oxley Act of 2002 (“Certifications”) are attached to this Report. The disclosures set forth in this Item 9A contain information concerning: (i) the evaluation of our disclosure controls and procedures, and changes in internal control over financial reporting, referred to in paragraph 4 of the Certifications; and (ii) material weaknesses in the design or operation of our internal control over financial reporting, referred to in paragraph 5 of the Certifications. The Certifications should be read in conjunction with this Item 9A for a 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. The 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. ITEM 9B. OTHER INFORMATION 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. Mr. 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” or by Mr. Silverman for “Good Reason” (as such terms are defined in the Silverman Compensation Agreement). Mr. Silverman is 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. 87 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. If Mr. Silverman’s 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. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 88 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE As of July 18, 2025, our directors and executive officers are: Age Position Joshua N. Silverman 55 Interim Chairman of the Board, Interim Chief Executive Officer and Interim President Carlos A. Trujillo 67 Chief Financial Officer Jonathan L. Schechter 51 Director Robert Weinstein 65 Director Wayne R. Walker 65 Director Michael M. Abecassis 67 Director Joshua N. Silverman 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. Mr. Silverman has served as the managing member of Parkfield Funding LLC since August 2016. Mr. 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. 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 U.S. Mr. Silverman currently serves as a director of AYRO, Inc. (Nasdaq: AYRO), Femasys Inc. (Nasdaq: FEMY, TNF Pharmaceuticals, Inc. (Nasdaq: TNFA), TAO Synergies Inc. (formerly Synaptogenix, Inc.) (Nasdaq: TAOX) and Petros Pharmaceutical, Inc. (Nasdaq: PTPI). He previously served as a director of Marker Therapeutics, Inc. (Nasdaq: MRKR) from 2016 until 2018 and Protagenic Therapeutics, Inc. (Nasdaq: PTIX) from 2016 to 2022. Mr. Silverman received his B.A. from Lehigh University in 1992. Mr. 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. Jonathan L. Schechter Jonathan L. Schechter has served as a director of the Company since August 2022. Mr. 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. Mr. 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 TAO Synergies Inc. (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. Mr. Schechter earned his A.B. in Public Policy/Political Science from Duke University and his J.D. from Fordham University School of Law. Mr. Schechter was chosen as a director of the Company because of his lengthy public company, legal and investment banking experience. 89 Michael M. Abecassis Michael M. 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, 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. In 1992, Dr. Abecassis became Northwestern University’s Director of Liver Transplantation, where he initiated Northwestern’s liver transplant program. In 2004, Dr. Abecassis 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. Dr. 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. Dr. 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. Dr. 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 Quality. Dr. 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. Dr. 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. Dr. 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 Diagnostics. Dr. 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. Mr. 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. (Nasdaq: PTPI). He 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. Mr. 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. Mr. Weinstein also serves on the Board of Directors of Oblong, Inc. (Nasdaq: OBLG), a company providing multi-stream collaboration technologies and managed services for video collaboration and network applications. Mr. 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. Mr. Weinstein was chosen as a director of the Company because of his public company and financial expertise. 90 Wayne R. Walker Wayne R. Walker has served as a director of the Company since December 2022. Mr. Walker has over 35 years of experience in corporate governance, turnaround management, corporate restructuring and bankruptcy matters. In 1998, Mr. 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. (Nasdaq: 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. (Nasdaq: AYRO), 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. (Nasdaq: WRAP), an innovator of modern policing solutions, where he also serves as chairman of the board. From 2018 to the present, Mr. Walker has served as a director of Pitcairn Company and as the Chair of its Compensation Committee. From 2013 to 2014, Mr. Walker served as chairman of the board of directors of BridgeStreet Worldwide, Inc., a global provider of extended corporate housing. 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 charity. From 2018 to 2020, Mr. Walker served as Vice President of the Board of Education of the City of Philadelphia. From 2020 to the present, Mr. Walker has served as a director of Petros Pharmaceuticals, Inc. (Nasdaq: PTPI), which focuses on men’s health. Mr. 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. Mr. 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. Mr. Walker was chosen as a director of the Company because of his extensive board experience. Carlos A. Trujillo Carlos A. 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. Mr. Trujillo has over three decades of experience in management, business, operations, and financial accounting. Mr. 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. Mr. Trujillo started his career in public accounting and was the manager of an audit department for a regional public accounting firm. Mr. 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 fifteen years, Mr. Trujillo has been the Chief Financial Officer for both privately held and publicly traded and multinational companies. 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. Mr. Trujillo received his Bachelor of Accounting degree from California State University, Fullerton in 1982. Family Relationships There are no family relationships among our executive officers, directors and significant employees. Legal Proceedings As of April 30, 2025, our personnel do not have 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. 91 Code of Ethics Our Board has adopted a written Code of Business Conduct and Ethics, an Insider Trading Policy and Software Policies that apply to our directors, officers, employees and contractors. These documents can be viewed and downloaded from the “Governance” dropdown menu of our website under the “Company” tab. The content of these documents is not incorporated into this Report. Corporate Governance and Committees Board Leadership and Structure The Chairman of the Board presides at all meetings of the Board. Mr. 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 not the roles of Chief Executive Officer and Chairman of the Board should be separate. The Board believes that it should be free to make a choice from time to time in any manner that is in the best interests of the Company and our stockholders. Audit Committee The Audit Committee is currently comprised of Robert Weinstein, Wayne R. Walker, and Jonathan L. Schechter. The Chairman of the Audit Committee is Mr. Weinstein. 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 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. Our Board has determined that each member of our Audit Committee is independent within the meaning of the rules of Nasdaq. Our Board has determined that the Chairman of the Audit Committee, Mr. Weinstein, is an “audit committee financial expert,” as that term is defined in Item 407(d) of Regulation S-K under the Exchange Act. 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 of Mr. Walker, Dr. Abecassis and Mr. Schechter. The Chairperson of the Compensation Committee is Mr. Schechter. 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. The Compensation Committee, which is composed of independent directors, provides overall guidance for our executive compensation policies and determines the value and elements of compensation for our executive officers. 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 of Mr. Walker, Mr. Schechter, and Mr. Weinstein. The Chairperson of the Nominating Committee is Mr. Walker. 92 The primary purposes of the Nominating Committee are: (i) to recommend to the Board the nomination of individuals who are qualified to serve as our directors and on committees of the Board; (ii) to advise the Board with respect to the composition, size, structure and procedures of the Board; (iii) to advise the Board with respect to the composition, size and membership of the Board’s committees; (iv) to advise the Board with respect to corporate governance principles applicable to the Company; and (v) to oversee the evaluation of the Board as a whole and the evaluation of its individual members standing for re-election. The Nominating Committee also has responsibility for reviewing and approving all transactions that are “related party” transactions under the Commission’s rules. The Nominating Committee does not set specific, minimum qualifications that nominees for director must meet in order for the Nominating Committee to recommend them to the Board, but rather believes that each nominee should be evaluated based on his or her individual merits, considering our needs and the composition of the Board. Members of the Nominating Committee discuss and evaluate possible candidates in detail and suggest individuals to explore in more depth. Once a candidate is identified whom the Nominating Committee wants to seriously consider and move toward nomination, the Chairman of the Nominating Committee enters into a discussion with that nominee candidate. Subsequently, the Chairperson will discuss the qualifications of the candidate with the other members of the Nominating Committee, and the Nominating Committee will then make a 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 securities; · a description of certain arrangements and understandings between the proposing stockholder and any beneficial owner and any other person in connection with such stockholder nomination; and · 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; and · additional disclosures relating to stockholder nominees for directors, including completed questionnaires and disclosures required by our Bylaws. 93 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; and · 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 Our business and affairs are managed under the direction of our Board. The primary responsibilities of our Board are to provide oversight, strategic guidance, counseling and direction to our senior management. 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 2025 and 2024. Shareholder Communications We have a process for shareholders who wish to communicate with our Board. 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; · surveys; and · 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. 94 ITEM 11. EXECUTIVE COMPENSATION This section discusses the material components of the executive compensation program for our executive officers who are named in the “Summary Compensation Table” below (each a “Named Executive Officer”), as well as the director compensation program for our directors. As a smaller reporting company, we are not required to include a Compensation Discussion and Analysis and have elected to comply with the scaled disclosure requirements applicable to smaller reporting companies. For our fiscal year ended April 30, 2025, our Named Executive Officers and their positions were as follows: · Joshua N. Silverman, Interim Chief Executive Officer, Interim President and Interim Chairman of the Board; · Carlos A. Trujillo, Chief Financial Officer. We have the same number of Named Executive Officers as we do “executive officers” as defined by Rule 3b-7 promulgated under the Exchange Act. The following tables provide information about compensation earned by our Named Executive Officers during our fiscal years ended April 30, 2025, and 2024. Summary Compensation Table Name Principal Position Fiscal Year Salary ($) Bonus ($) Stock Awards ($)(1) Option Awards ($)(1) All Other Compensation (2) Total ($) Joshua N. Silverman (2) Interim Chief Executive 2025 $ 375,000 $ 100,000 $ – $ – $ 45,257 $ 520,257 Officer and Interim President 2024 $ 375,000 $ 100,000 $ – $ 312,923 $ 41,662 $ 829,585 Carlos A. Trujillo Chief Financial Officer 2025 $ 380,000 $ 50,000 $ – $ – $ 52,017 $ 482,017 2024 $ 380,000 $ 50,000 $ – $ 156,562 $ 49,556 $ 636,118 (1) The amounts in the columns titled “Stock Awards” and “Option Awards” reflect the grant date fair values of awards made during the identified fiscal year, as computed in accordance with FASB ASC Topic 718. 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 for Mr. Silverman and Mr. Trujillo. 95 Narrative Disclosure to Summary Compensation Table Employment Arrangements Joshua N. Silverman On November 14, 2022, the Board approved employment of Joshua N. 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. Mr. 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. 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 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. Mr. 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” or by Mr. Silverman for “Good Reason” (as such terms are defined in the Silverman Compensation Agreement). Mr. Silverman is 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. If Mr. Silverman’s 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. 96 Carlos A. Trujillo 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, 2022. The current term of the Trujillo Compensation Agreement extends until December 31, 2025, 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 Mr. Trujillo will serve as a member of our Board, from which he resigned on August 15, 2022, and as our Chief Financial Officer. Mr. 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. Mr. Trujillo is eligible to participate in the 2022 Plan. On November 20, 2023, the Compensation Committee granted Mr. Trujillo a stock option grant to purchase 85,000 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. If Mr. 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: (i) severance equal to two times the sum of his base salary at the time his employment terminates, (ii) payment of the annual bonus, if any, earned by Mr. 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. 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. Trujillo’s 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 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. Also, Mr. 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. If Mr. 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 would be entitled to continued healthcare coverage at the Company’s expense for up to 18 months, and (iii) his designated beneficiary or estate would receive the proceeds, if any, from any life insurance. If Mr. 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 plan or policy we maintain. In addition, any otherwise unvested equity awards would then become vested. Additionally, Mr. 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. 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. 97 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; · 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; and/or · 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 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: 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. 98 · 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 as of April 30, 2025 Option Awards Name Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable Option Exercise Price ($) Option Expiration Date Joshua N. Silverman 170,000 – $ 2.18 11/19/2033 Carlos A. Trujillo 2,000 – $ 10.05 12/31/2025 2,000 – $ 2.50 01/01/2027 85,000 – $ 2.18 11/19/2033 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. The policy applies to current and former executive officers in accordance with applicable rules and standards adopted by the SEC. The policy 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. 99 Director Compensation The following table sets forth information concerning 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, 2025. Director Compensation Table Name Fees Earned ($) Stock Awards ($)(1) Option Awards ($)(1)(2) Total ($) Jonathan L. Schechter $ 70,000 $ – $ 60,000 $ 130,000 Robert Weinstein $ 70,000 $ – $ 60,000 $ 130,000 Wayne R. Walker $ 70,000 $ – $ 60,000 $ 130,000 Michael M. Abecassis $ 102,000 $ – $ 60,000 $ 162,000 (1) 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, 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 director compensation policy (the “Director Compensation Policy”). The Director Compensation Policy provides for the annual automatic grant of nonqualified stock options to purchase shares of common stock having an aggregate grant date fair value of $60,000. Such grants shall occur annually on the first business day after our annual meeting of stockholders, and the options shall vest on the date of the subsequent annual meeting of stockholders, subject to the director’s continued service on the vesting date. Each nonemployee director will also receive an annual retainer in the amount of $60,000, plus an additional $10,000 annually per committee chairmanship. Dr. Abecassis, as chair of the Strategic Scientific Committee, receives a monthly retainer fee of $3,500. 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.” 100 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth as of July 18, 2025, certain information with respect to the beneficial ownership of our common stock by each person known by us to be the beneficial owner of more than five percent (5%) of our common stock, by each of our directors, by each of our Named Executive Officers and by all 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 18, 2025 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 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 stock. Name and Address Amount and Nature of Beneficial Ownership Percentage of Common Stock (1) More than 5% stockholders: Entities affiliated with Ayrton Capital LLC (2) 774,100 10.24% Entities affiliated with Intracoastal Capital LLC (3) 714,844 10.23% Directors, Officers and Named Executive Officers: Joshua N. Silverman, Interim Chairman of the Board, Interim Chief Executive Officer and Interim President (4) 220,000 3.16% Jonathan L. Schechter, Board Member (5) 149,257 2.16% Michael M. Abecassis, Board Member (6) 103,059 1.49% Robert Weinstein, Board Member (7) 99,257 1.44% Wayne R. Walker, Board Member (8) 99,257 1.44% Carlos A. Trujillo, Chief Financial Officer (9) 99,400 1.44% All directors and executive officers as a group (6 persons) 770,230 10.33% __________________________ (1) Percentages based on 6,795,779 shares of common stock outstanding as of July 18, 2025. (2) 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 13, 2025. Alto is a private investment vehicle for which Ayrton serves as the investment manager. Mr. 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. (3) 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. Asher. 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 33483. The address of Mr. Asher is 111 W. Jackson Boulevard, Suite 2000, Chicago, Illinois 60604. (4) Includes 170,000 shares issuable upon the exercise of options to purchase common stock. (5) Includes 99,257 shares issuable upon the exercise of options to purchase common stock. (6) Includes 100,257 shares issuable upon the exercise of options to purchase common stock. (7) Includes 99,257 shares issuable upon the exercise of options to purchase common stock. (8) Includes 99,257 shares issuable upon the exercise of options to purchase common stock. (9) Includes 89,000 shares issuable upon the exercise of options to purchase common stock. 101 Securities Authorized for Issuance under Equity Compensation Plans The following table sets forth certain aggregated information with respect to compensation plans (including individual arrangements) under which our securities are authorized for issuance as of April 30, 2025: Plan category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (a) (b) (c) Equity compensation plans approved by security holders 1,162,629 $ 2.14 1,747,634 Equity compensation plans not approved by security holders 7,332 $ 13.17 – Total 1,169,961 $ 2.21 1,747,634 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED 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, 2025 and 2024, respectively. We own 13.9% 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. We purchased products and services from these subsidiaries in the approximate amounts of $0 and $0 in the years ended April 30, 2025, and 2024, respectively. 102 In April 2014, we entered a consulting agreement with Vin-de-Bona pursuant to which it agreed to provide professional consulting services to us. Vin-de-Bona is owned by Prof. Günzburg and Dr. Salmons, both of whom are involved in numerous aspects of our scientific endeavors relating to cancer (Prof. Günzburg is the Chairman of Austrianova, and Dr. Salmons is the Chief Executive Officer and President of Austrianova). The term of the agreement is for 12 months, automatically renewable for successive 12-month terms. After the initial term, either party can terminate the agreement by giving the other party 30 days’ written notice before the effective date of termination. The amounts we paid Vin-de-Bona for the years ended April 30, 2025, and 2024, were approximately $16,000 and $5,000, respectively. Except for Mr. Schechter, Dr. Abecassis, Mr. Weinstein and Mr. Walker, the Board has determined that none of our directors satisfy the definition of Independent Director as established in the Nasdaq Marketplace Rules. Mr. Schechter, Dr. Abecassis, Mr. Weinstein and Mr. Walker have been determined by the Board to be Independent Directors. 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 Agreement with TNF, pursuant to which we purchased from TNF (i) TNF Preferred Shares, convertible into 3,854,626 TNF Common Shares, (ii) Long-Term Warrants to purchase up to 3,854,626 TNF Common Shares and (iii) Short-Term Warrants to purchase up to 3,854,626 TNF Common Shares for an aggregate purchase price of $7,000,000. Joshua Silverman, our Interim Chief Executive Officer and Interim President, is chairman of TNF’s board of directors. For more information regarding the TNF Transaction, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – TNF Transaction.” ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 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, CBIZ CPAs, for professional services rendered for the years ended April 30, 2025 and 2024 is set forth below. Service 2025 2024 Audit Fees $ 247,250 $ - ‌Audit-Related Fees – – Tax Fees – – All Other Fees – – Total $ 247,250 $ - A summary of the fees billed by our independent audit firm, Marcum, for professional services rendered for the years ended April 30, 2025 and 2024 is set forth below. Service 2025 2024 Audit Fees $ 116,342 $ 316,650 ‌Audit-Related Fees – – Tax Fees – – All Other Fees – – Total $ 116,342 $ 316,650 Our Audit Committee pre-approves all services to be performed by our independent auditor. All the services listed above have been pre-approved by our Audit Committee. 103 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. We generally do 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. 104 ITEM 15. EXHIBITS (a) Documents filed as part of this Report: (1) Financial Statements. Our Consolidated Financial Statements and associated Notes and Schedules, as of April 30, 2025, and 2024, and for each of the two years in the period ended April 30, 2025, together with the reports thereon of our independent registered public accounting firm, are set forth on pages F-1 to F-27 of this Report. (3) Exhibits. 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 otherwise. Exhibit No. Description Location 3.1 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. 3.2 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. 3.3 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. 3.4 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. 3.5 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 3.6 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. 3.7 Corporate Bylaws. 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. 3.8 Amendment No. One to the Bylaws of PharmaCyte Biotech, Inc. Incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on September 25, 2014. 3.9 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. 3.10 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. 3.11 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. 105 3.12 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. 3.13 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. 4.1 Form of Common Stock Certificate. 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. 4.2 Description of Securities. Incorporated by reference from the Company’s Annual Report on Form 10-K filed with the Commission on August 13, 2024. 4.3 ‌ 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. 4.4 ‌ 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. 4.5 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. 4.6 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. 4.7 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. ‌4.8 ‌ 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. 4.9 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. 4.10 Form of First Tranche Warrant Filed herewith. 4.11 Form of Second Tranche Warrant Filed herewith. 10.1 Asset Purchase Agreement, dated May 26, 2011, between SG Austria Pte. Ltd. and the Company. Incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on June 28, 2012. 10.2 First Addendum, dated June 11, 2011, to Asset Purchase Agreement between SG Austria Pte. Ltd. and the Company. Incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on June 28, 2012. 10.3 Second Addendum, dated June 14, 2012, to Asset Purchase Agreement between SG Austria Pte. Ltd. and the Company. Incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on June 28, 2012. 10.4 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. 10.5 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 July 18, 2013. 10.6 Manufacturing Framework Agreement, dated March 20, 2014, 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 August 4, 2014. 10.7 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. 10.8 Consulting Agreement, dated April 1, 2014, between Vin-de-Bona Trading Company Pte. Ltd. and the Company. Incorporated by reference from the Company’s Annual Report on Form 10-K filed with the Commission on August 4, 2014. 10.9 License Agreement, dated October 13, 2014, between University of Technology, Sydney and PharmaCyte Biotech Australia Pty Ltd (formerly, Nuvilex Australia Pty Ltd). Incorporated by reference from Amendment No. 1 to the Company’s Annual Report on Form 10-K/A filed with the Commission on October 17, 2014. 10.10 Master Services Agreement, dated March 7, 2014, between ViruSure GmbH and the Company. Incorporated by reference from Amendment No. 1 to the Company’s Annual Report on Form 10-K/A filed with the Commission on October 17, 2014. 106 10.11 Licensing Agreement, dated December 1, 2014, between Austrianova Singapore Pte. Ltd. and the Company. Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed with the Commission on December 15, 2014. ‌10.12 First Amendment, dated June 30, 2015, to Licensing Agreement, dated December 1, 2014, 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. ‌10.13 Second Amendment, dated October 19, 2015, to Licensing Agreement, dated December 1, 2014, 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. ‌10.14 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. ‌10.15 First Amendment, dated June 24, 2016, to Licensing Agreement, dated June 25, 2013, 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. ‌10.16 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. ‌10.17† 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. ‌10.18 Binding Term Sheet, dated August 30, 2017, among Austrianova Singapore Pte. Ltd., SG Austria Pte. Ltd. and the Company. Incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on September 6, 2017. ‌10.19 Fourth Addendum, dated May 14, 2018, to Asset Purchase Agreement between SG Austria 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. ‌10.20 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. ‌10.21 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. ‌10.22† Amendment No. 3, dated as of October 14, 2020, to Executive Compensation Agreement between Gerald W. 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. 10.23 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. 10.24† 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. 10.25† 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. 10.26† 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. 10.27 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. 10.28† Separation, Consulting and Release Agreement, dated October 6, 2022, by and between PharmaCyte Biotech, Inc. and Kenneth L. Waggoner. 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. 10.29† Release Agreement, dated October 12, 2022, by and between PharmaCyte Biotech, Inc. and Gerald W. Crabtree. 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. 107 10.30 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. 10.31 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. 10.32 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. 10.33 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. 10.34 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. 10.35 Securities Purchase Agreement, dated November 14, 2023, by and between PharmaCyte Biotech, Inc. and Femasys, Inc. Incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on November 16, 2023. 10.36 Form of Convertible Note of Femasys, Inc. Incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on November 16, 2023. 10.37 Registration Rights Agreement, dated November 14, 2023, by and between PharmaCyte Biotech, Inc. and Femasys, Inc. Incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on November 16, 2023. 10.38 Collaboration Agreement, dated November 14, 2023, by and between PharmaCyte Biotech, Inc. and Femasys, Inc. Incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on November 16, 2023. 10.39 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. 10.40 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. 10.41 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. 10.42 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. 10.43† Form of Silverman Executive Compensation Agreement Filed herewith. 14.1 PharmaCyte Biotech, Inc. Code of Business Conduct and Ethics. Incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on September 25, 2014. 16.1 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. 19.1 PharmaCyte Biotech, Inc. Insider Trading Policy . Incorporated by reference from the Company’s Annual Report on Form 10-K filed with the Commission on August 13, 2024. 21.1 List of Subsidiaries. Filed herewith. 23.1 Consent of CBIZ CPAs P.C. Filed herewith. 23.2 Consent of Marcum LLP. Filed herewith. 31.1 Certification of Chief Executive Officer (Principal Executive Officer) pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under Sarbanes-Oxley Act of 1934, as amended. Filed herewith. 31.2 Certification of Chief Financial Officer (Principal Financial and Principal Accounting Officer) pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under Sarbanes-Oxley Act of 1934, as amended. Filed herewith. 32.1 Certification of Chief Executive Officer (Principal Executive Officer) pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Furnished herewith. 32.2 Certification of Chief Financial Officer (Principal Financial and Principal Accounting Officer) pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Furnished herewith. 108 97.1 PharmaCyte Biotech, Inc. Clawback Policy. ‌Incorporated by reference from the Company’s Annual Report on Form 10-K filed with the Commission on August 13, 2024. 101.INS ‌Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. ‌Filed herewith. 101.SCH Inline XBRL Taxonomy Extension Schema Document Filed herewith. 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document Filed herewith. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document Filed herewith. 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document Filed herewith. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document Filed herewith. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibits 101) Filed herewith. † A contract, compensatory plan or arrangement to which a director or executive officer is a party or in which one or more directors or executive officers are eligible to participate. ITEM 16. FORM 10-K SUMMARY None. 109 SIGNATURES Pursuant to the requirements of the Securities Exchange Act the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. PharmaCyte Biotech, Inc. August 8, 2025 By: /s/ Joshua N. Silverman Joshua N. Silverman Chief Executive Officer (Duly Authorized Officer and Principal Executive Officer) August 8, 2025 By: /s/ Carlos A Trujillo Carlos A. Trujillo Chief Financial Officer (Duly Authorized Officer and Principal Financial and Accounting Officer) Pursuant to the requirements of the Exchange Act, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. August 8, 2025 By: /s/ Joshua N. Silverman Joshua N. Silverman Chief Executive Officer, Chairman of the Board and Director (Principal Executive Officer) August 8, 2025 By: /s/ Carlos A. Trujillo Carlos A. Trujillo Chief Financial Officer and Director (Principal Financial and Accounting Officer) August 8, 2025 By: /s/ Jonathan L. Schechter Jonathan L. Schechter, Director August 8, 2025 By: /s/ Robert Weinstein Robert Weinstein, Director August 8, 2025 By: /s/ Michael M. Abecassis Michael M. Abecassis, Director August 8, 2025 By: /s/ Wayne R. Walker Wayne R. Walker, Director 110 SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT The registrant has not sent to its security holders any annual report covering the registrant’s fiscal year ended April 30, 2025. 111 PHARMACYTE BIOTECH, INC. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA CONTENTS Report of Independent Registered Public Accounting Firm - CBIZ CPAs P.C. (PCAOB Auditor ID: 199 ) F-2 Report of Independent Registered Public Accounting Firm – Marcum LLP (PCAOB Auditor ID: 688 ) F-4 Consolidated Balance Sheets as of April 30, 2025, and 2024 F-5 Consolidated Statements of Operations for the Years Ended April 30, 2025, and 2024 F-6 Consolidated Statements of Comprehensive Income for the Years Ended April 30, 2025, and 2024 F-7 Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders’ Equity for the Years Ended April 30, 2025, and 2024 F-8 Consolidated Statements of Cash Flows for the Years Ended April 30, 2025, and 2024 F-9 Notes to Consolidated Financial Statements F-10 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors of PharmaCyte Biotech, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheet of PharmaCyte Biotech, Inc. (the “Company”) as of April 30, 2025, the related consolidated statements of operations, comprehensive income, changes in convertible preferred stock and stockholders’ equity, and cash flows for the year ended April 30, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of April 30, 2025, and the results of its operations and its cash flows for the year ended April 30, 2025, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. F- 2 Fair Value of Financial Instruments Critical Audit Matter Description As described in Notes 3, 4, 14 and 15 to the financial statements, the Company records certain financial instruments at fair value on a recurring basis, including a derivative liability, a note receivable, and a warrant asset, which are classified as level 3 as they contain one or more inputs to valuation which are unobservable and significant to their fair value measurement. The principal considerations for our determination that performing procedures relating to the fair value of certain level 3 financial instruments is a critical audit matter are (i) the significant judgment and estimation by management and their third party valuation experts in determining the inputs to estimate fair value, which in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures and in evaluating audit evidence obtained related to the fair value of these financial instruments, and (ii) the audit effort involved the use of professionals with specialized skill and knowledge. How We Addressed the Matter in Our Audit Addressing this matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements. These procedures included reviewing the terms of the underlying agreements that gave rise to the financial instruments. These procedures also included, among others, the involvement of professionals with specialized skill and knowledge to assist in the testing and evaluation of the valuation models prepared by management’s third-party valuation experts. This included assessing the appropriateness of the methodologies used in the valuation process and developing an independent estimate of fair value for these financial instruments and comparing management’s estimate to the independently developed estimate of fair value. Developing the independent estimate involved testing the completeness, accuracy, and relevance of underlying data used in the models, and testing the reasonableness of significant assumptions, including equity volatility, trading volume volatility, market interest rate, probability of default, risk-free rate, calibration adjustment factor, and starting daily share volume, as applicable. /s/ CBIZ CPAs P.C. CBIZ CPAs P.C. We have served as the Company’s auditor since 2023 (such date takes into account the acquisition of certain assets of Marcum LLP by CBIZ CPAs P.C. effective November 1, 2024). Morristown, New Jersey August 8, 2025 F- 3 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of PharmaCyte Biotech, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheet of PharmaCyte Biotech, Inc. (the “Company”) as of April 30, 2024, the related consolidated statements of operations, comprehensive income , changes in convertible preferred stock and stockholders’ equity, and cash flows for the year ended April 30, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of April 30, 2024, and the results of its operations and its cash flows for the year ended April 30, 2024, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ Marcum llp Marcum LLP We served as the Company’s auditor from 2023 to 2025. Morristown, New Jersey August 13, 2024 F- 4 PHARMACYTE BIOTECH, INC. CONSOLIDATED BALANCE SHEETS April 30, 2025 2024 ASSETS Current assets: Cash and cash equivalents $ 15,172,163 $ 50,179,968 Marketable equity securities 366,316 – Warrant asset – TNF - current 2,917,000 – Convertible Note receivable – Femasys - current 3,696,000 – Prepaid expenses and other current assets 223,759 259,800 Total current assets 22,375,238 50,439,768 Other assets: Intangible assets 1,549,427 1,549,427 Investment in preferred stock – TNF 22,474,000 – Warrant assets – TNF - non current 5,701,000 – Convertible note receivable – Femasys - non current – 2,755,000 Warrant assets - Femasys 3,061,000 5,152,000 Other assets 7,688 7,688 Total other assets 32,793,115 9,464,115 Total Assets $ 55,168,353 $ 59,903,883 LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 399,204 $ 389,369 Accrued expenses 2,515,080 735,199 Accrued Series B convertible preferred stock redemption and dividends payable – 6,296,696 Total current liabilities 2,914,284 7,421,264 Other liabilities: Long-term portion of accrued expenses 25,000 – Warrant liability 338,000 10,784,000 Derivative liability – 2,184,000 Total other liabilities 363,000 12,968,000 Total Liabilities 3,277,284 20,389,264 Commitments and Contingencies (Note 9) – – Convertible Preferred Stock: Series B convertible preferred stock: authorized 35,000 shares, $ 0.0001 par value and $ 1,000 face value, 0 and 14,646 shares issued and outstanding excluding 0 and 5,833 shares subject to redemption as of April 30, 2025 and April 30, 2024, respectively. Liquidation preference of $ 0 and $ 15,060,421 , as of April 30, 2025 and April 30, 2024, respectively – 11,867,016 Stockholders' equity: Preferred stock, authorized 10,000,000 – – Series A preferred stock: authorized 1 share, $ 0.0001 par value and 0 shares issued and outstanding as of April 30, 2025 and 2024 – – Common stock, authorized: 200,000,000 shares, $ 0.0001 par value; shares issued 21,672,095 , shares outstanding 6,795,779 as of April 30, 2025, and shares issued 21,672,078 , shares outstanding 8,037,624 as of April 30, 2024 2,167 2,167 Additional paid-in capital 181,489,647 185,334,173 Accumulated deficit ( 84,968,960 ) ( 115,625,010 ) Treasury stock, at cost, 14,876,316 and 13,634,454 shares as of April 30, 2025, and 2024, respectively ( 44,607,916 ) ( 42,040,216 ) Accumulated other comprehensive loss ( 23,869 ) ( 23,511 ) Total stockholders' equity 51,891,069 27,647,603 Total Liabilities, Convertible Preferred Stock and Stockholders' Equity $ 55,168,353 $ 59,903,883 The accompanying notes are an integral part of these consolidated financial statements. F- 5 PHARMACYTE BIOTECH, INC. CONSOLIDATED STATEMENTS OF OPERATIONS Years Ended April 30, 2025 2024 Revenue $ – $ – Operating expenses: Research and development costs 438,416 407,431 Intangible asset impairment – 2,000,000 General and administrative 3,939,446 6,112,577 Total operating expenses 4,377,862 8,520,008 Loss from operations ( 4,377,862 ) ( 8,520,008 ) Other income (expense): Interest income 1,415,561 3,398,819 Change in fair value of warrant liability 10,446,000 3,343,000 Change in fair value of derivative liability 2,184,000 586,000 Change in fair value of convertible note receivable – Femasys 941,000 1,089,000 Change in fair value of warrant asset – Femasys ( 2,091,000 ) 1,818,000 Change in fair value of investment – TNF 5,063,950 – Change in fair value of warrant assets - TNF ( 2,367,684 ) – Gain on investment in preferred stock – TNF 21,395,734 – Unrealized gain on marketable securities 66,316 – Loss on legal settlement ( 2,019,000 ) – Loss on long term asset – ( 1,572,193 ) Other income (expense), net ( 965 ) 191,145 Total other income (expense), net 35,033,912 8,853,771 Income tax benefit (expense) – – Net income $ 30,656,050 $ 333,763 Preferred stock dividends ( 1,129,759 ) ( 2,517,645 ) Undistributed income to Series B convertible preferred stock ( 2,970,780 ) – Preferred stock accretion ( 3,193,404 ) ( 15,053,521 ) Net income (loss) attributable to common stockholders $ 23,362,107 $ ( 17,237,403 ) Basic and diluted income (loss) per share attributable to common stockholders $ 3.19 $ ( 1.80 ) Weighted average shares outstanding basic and diluted 7,329,596 9,581,059 The accompanying notes are an integral part of these consolidated financial statements. F- 6 PHARMACYTE BIOTECH, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Years Ended April 30, 2025 2024 Net income $ 30,656,050 $ 333,763 Other comprehensive loss: Foreign currency translation adjustments ( 358 ) ( 508 ) Other comprehensive loss ( 358 ) ( 508 ) Comprehensive income $ 30,655,692 $ 333,255 The accompanying notes are an integral part of these consolidated financial statements. F- 7 PHARMACYTE BIOTECH, INC. CONSOLIDATED STATEMENTS OF CHANGES IN CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY YEARS ENDED APRIL 30, 2025 AND 2024 Convertible Preferred Stock Common Stock Additional Paid-in Treasury Stock Accumulated Accumulated Other Comprehensive Total Stockholders’ Shares Amount Shares Amount Capital Shares Amount Deficit Loss Equity Balance, April 30, 2023 – $ – 21,602,078 $ 2,160 $ 202,230,583 ( 4,808,098 ) $ ( 13,560,623 ) $ ( 115,958,773 ) $ ( 23,003 ) $ 72,690,344 Stock-based compensation options – – – – 674,693 – – – – 674,693 Stock issued for warrant exercise – – 70,000 7 63 – – – – 70 Series B preferred stock redeemed ( 14,521 ) ( 13,999,302 ) – – – – – – – – Series B preferred stock subject to redemption ( 5,833 ) ( 5,940,278 ) – – – – – – – – Series B preferred stock dividends – – – – ( 2,517,645 ) – – – – ( 2,517,645 ) Preferred stock accretion – 15,053,521 – – ( 15,053,521 ) – – – – ( 15,053,521 ) Issuance of Series B Preferred Stock, net of discounts and issuance costs of $ 18,246,925 35,000 16,753,075 – – – – – – – – Repurchase of common stock – – – – – ( 8,826,356 ) ( 28,479,593 ) – – ( 28,479,593 ) Foreign currency translation adjustment – – – – – – – – ( 508 ) ( 508 ) Net income – – – – – – – 333,763 – 333,763 Balance, April 30, 2024 14,646 $ 11,867,016 21,672,078 $ 2,167 $ 185,334,173 ( 13,634,454 ) $ ( 42,040,216 ) $ ( 115,625,010 ) $ ( 23,511 ) $ 27,647,603 Fractional shares adjustment – – 17 – – – – – – – Stock-based compensation options – – – – 478,637 – – – – 478,637 Preferred stock accretion – 3,193,404 – – ( 3,193,404 ) – – – – ( 3,193,404 ) Series B preferred stock redemption ( 14,646 ) ( 15,287,599 ) – – – – – – – – Deemed dividends – – – – ( 902,580 ) – – – – ( 902,580 ) Preferred stock dividends – 227,179 – – ( 227,179 ) – – – – ( 227,179 ) Foreign currency translation adjustment – – – – – – – ( 358 ) ( 358 ) Net Income – – – – – – 30,656,050 – 30,656,050 Repurchase of common stock – – – – – ( 1,241,862 ) ( 2,567,700 ) – – ( 2,567,700 ) Balance, April 30, 2025 – $ – 21,672,095 $ 2,167 $ 181,489,647 ( 14,876,316 ) $ ( 44,607,916 ) $ ( 84,968,960 ) $ ( 23,869 ) $ 51,891,069 The accompanying notes are an integral part of these consolidated financial statements. F- 8 PHARMACYTE BIOTECH, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS Years Ended April 30, 2025 2024 Cash flows from operating activities: Net income $ 30,656,050 $ 333,763 Adjustments to reconcile net loss to net cash used in operating activities: Gain on related party investment - TNF ( 21,395,734 ) – Non-cash interest income ( 300,000 ) – Non-cash warrant liability 469,000 – Asset impaired – 2,000,000 Loss on long term asset – 1,572,193 Other non-cash income – ( 195,000 ) Stock-based compensation 478,637 674,693 Unrealized gain on marketable equity securities ( 66,316 ) – Change in fair value of warrant liability ( 10,446,000 ) ( 3,343,000 ) Change in fair value of derivative liability ( 2,184,000 ) ( 586,000 ) Change in fair value of convertible note receivable - Femasys ( 941,000 ) ( 1,089,000 ) Change in fair value of warrant assets - Femasys 2,091,000 ( 1,818,000 ) Change in fair value of investment - TNF ( 5,063,950 ) – Change in fair value of warrants - TNF 2,367,684 – Change in assets and liabilities: (Increase) decrease in prepaid expenses and other current assets 36,041 ( 152,119 ) Increase in accounts payable 9,835 261,090 Increase in accrued expenses 1,310,457 189,923 Net cash used in operating activities ( 2,978,296 ) ( 2,151,457 ) Cash flows from investing activities: Investment in preferred stock and warrants ( 7,000,000 ) – Investment – convertible note receivable and warrants – ( 5,000,000 ) Net cash used in investing activities ( 7,000,000 ) ( 5,000,000 ) Cash flows from financing activities: Repurchase of common stock, net ( 2,542,276 ) ( 28,197,617 ) Proceeds from issuance of preferred stock, net of transaction costs – 33,650,075 Redemption of preferred stock ( 22,486,875 ) ( 16,160,531 ) Proceeds from warrant exercise – 70 Net cash used in financing activities ( 25,029,151 ) ( 10,708,003 ) Effect of currency rate exchange on cash and cash equivalents ( 358 ) ( 508 ) Net decrease in cash and cash equivalents ( 35,007,805 ) ( 17,859,968 ) Cash and cash equivalents at beginning of the year 50,179,968 68,039,936 Cash and cash equivalents at end of the year $ 15,172,163 $ 50,179,968 Supplemental disclosure of cash flows information: Cash paid during the year for income taxes $ – $ 1,600 Supplemental schedule of non-cash investing and financing activities: Non-cash derivative liability at initial fair value $ – $ 2,770,000 Non-cash warrant liability at initial fair value $ – $ 14,127,000 Accrued Series B Convertible Preferred Stock dividends $ – $ 22,457,227 Series B Convertible Preferred stock dividends $ 1,129,759 $ – Accretion of discounts to redemption value of Series B Preferred Stock $ 3,193,404 $ 15,053,521 Excise tax accrued on repurchase of common stock $ 25,424 $ 281,976 The accompanying notes are an integral part of these consolidated financial statements. F- 9 PHARMACYTE BIOTECH, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 – NATURE OF BUSINESS PharmaCyte Biotech, Inc. (“Company”) is a biotechnology company focused on developing cellular therapies for cancer based upon a proprietary cellulose-based live cell encapsulation technology known as “Cell-in-a-Box ® .” The Cell-in-a-Box ® technology is intended to be used as a platform upon which therapies for several types of cancer, including locally advanced, inoperable pancreatic cancer (“LAPC”) will be developed. The current generation of the Company’s product candidate is referred to as “CypCaps™.” The Company is a Nevada corporation incorporated in 1996. In 2013, the Company restructured its operations to focus on biotechnology. The Company acquired licenses from SG Austria Pte. Ltd., a Singapore corporation (“SG Austria”) to treat cancer and Austrianova Singapore Pte. Ltd., a Singapore corporation (“Austrianova Singapore”) using the Cell-in-the-Box technology. The restructuring resulted in the Company focusing all its efforts upon the development of a novel, effective and safe way to treat cancer. In January 2015, the Company changed its name from Nuvilex, Inc. to PharmaCyte Biotech, Inc. to reflect the nature of its current business. In October 2021, the Company moved its headquarters from Laguna Hills, California to Las Vegas, Nevada. On September 1, 2020, the Company submitted an Investigational New Drug Application (“IND”) to the U.S. Food and Drug Administration (“FDA”) for a planned clinical trial in LAPC. On October 1, 2020, the Company received notice from the FDA that it had placed the IND on clinical hold. On October 30, 2020, the FDA sent a letter to the Company setting forth the reasons for the clinical hold and specific guidance on what the Company must do to have the clinical hold lifted. To lift the clinical hold, the FDA informed the Company that it needs to conduct several additional preclinical studies. The FDA also requested additional information regarding several topics, including DNA sequencing data, manufacturing information and product release specifications. The Company has been in the process of conducting these studies and gathering additional information to submit to the FDA. See “Investigational New Drug Application and Clinical Hold” below. On August 15, 2022, the Company entered into a Cooperation Agreement (“Cooperation Agreement”) with Iroquois Master Fund Ltd. and its affiliates, pursuant to which the Company elected a reconstituted Board of Directors (”Board”). The Board has formed a Business Review Committee to evaluate, investigate and review the Company’s business, affairs, strategy, management and operations and in its sole discretion to make recommendations to the Company’s management and Board with respect thereto. The Business Review Committee is also reviewing many of the risks relative to the Company’s business. In addition, the Board is reviewing the Company’s development programs and its relationship with SG Austria, including that all licensed patents have expired, that know-how relating to the Company’s Cell-in-a-Box® technology solely resides with SG Austria, and that the incentives of SG Austria and its management may not be currently aligned with those of the Company. The Board has curtailed spending on the Company’s programs, including pre-clinical and clinical activities, until the review by the Business Review Committee and the Board is complete and the Board has determined the actions and plans to be implemented. The Business Review Committee’s recommendations will include potentially seeking a new framework for the Company’s relationship with SG Austria and its subsidiaries. In the event the Company is unsuccessful in seeking an acceptable new framework, the Company will reevaluate whether it should continue those programs which are dependent on SG Austria, including its development programs for LAPC. The issues involving SG Austria have delayed the Company’s timeline for addressing the FDA clinical hold for its planned clinical trial in LAPC and could result in other delays or termination of the development activities. In addition, the curtailment of spending on the Company’s programs pending the review by the Business Review Committee and the Board may cause additional delays. The Cell-in-a-Box ® encapsulation technology potentially enables genetically engineered live human cells to be used as a means to produce various biologically active molecules. The technology is intended to result in the formation of pinhead sized cellulose-based porous capsules in which genetically modified live human cells can be encapsulated and maintained. In a laboratory setting, this proprietary live cell encapsulation technology has been shown to create a micro-environment in which encapsulated cells survive and flourish. They are protected from environmental challenges, such as the shear forces associated with bioreactors and passage through catheters and needles, which the Company believes enables greater cell growth and production of the active molecules. The capsules are largely composed of cellulose (cotton) and are bioinert. F- 10 The Company has been developing therapies for pancreatic and other solid cancerous tumors by using genetically engineered live human cells that it believes are capable of converting a cancer prodrug into its cancer-killing form. The Company encapsulates those cells using the Cell-in-a-Box ® technology and places those capsules in the body as close as possible to the tumor. In this way, the Company believes that when a cancer prodrug is administered to a patient with a particular type of cancer that may be affected by the prodrug, the killing of the patient’s cancerous tumor may be optimized. Investigational New Drug Application and Clinical Hold On September 1, 2020, the Company submitted an IND to the FDA for a planned clinical trial in LAPC. On October 1, 2020, the Company received notice from the FDA that it had placed the Company’s IND on clinical hold. On October 30, 2020, the FDA sent the Company a letter setting forth the reasons for the clinical hold and providing specific guidance on what the Company must do to have the clinical hold lifted. In order to address the clinical hold, the FDA requested that the Company: · Provide additional sequencing data and genetic stability studies; · Conduct a stability study on ‌the Company’s final formulated product candidate as well as the cells from the Company’s Master Cell Bank; · Evaluate the compatibility of the delivery devices (the prefilled syringe and the microcatheter used to implant the CypCaps ™ ) with ‌the Company’s product candidate for pancreatic cancer; · Provide additional detailed description of the manufacturing process of ‌the Company’s product candidate for pancreatic cancer; · Provide additional product release specifications for the Company’s encapsulated cells; · Demonstrate comparability between the 1 st and 2 nd generation of ‌the Company’s product candidate for pancreatic cancer and ensure adequate and consistent product performance and safety between the two generations; · Conduct a biocompatibility assessment using the Company’s capsules material; · Address specified insufficiencies in the Chemistry, Manufacturing and Controls information in the cross-referenced Drug Master File; · Conduct an additional nonclinical study in a large animal (such as a pig) to assess the safety, activity, and distribution of the product candidate for pancreatic cancer; and · Revise the Investigators Brochure to include any additional preclinical studies conducted in response to the clinical hold and remove any statements not supported by the data the Company generated. The FDA also requested that the Company address the following issues as an amendment to the Company’s IND: · Provide a Certificate of Analysis for pc3/2B1 plasmid that includes tests for assessing purity, safety, and potency; · Perform qualification studies for the drug filling step to ensure that the Company’s product candidate for pancreatic cancer remains sterile and stable during the filling process; · Submit an updated batch analysis for the Company’s product candidate for the specific lot that will be used for manufacturing all future product candidates; F- 11 · Provide additional details for the methodology for the Resorufin (CYP2B1) potency and the PrestoBlue cell metabolic assays; · Provide a few examples of common microcatheters that fit the specifications in ‌the Company’s Angiography Procedure Manual; · Clarify the language in ‌our Pharmacy Manual regarding proper use of the syringe fill with the Company’s product candidate for pancreatic cancer; and · Provide a discussion with data for trial of the potential for cellular and humoral immune reactivity against the heterologous rat CYP2B1 protein and potential for induction of autoimmune-mediated toxicities in ‌our study population. The Company assembled a scientific and regulatory team of experts to address the FDA requests. During the year ended April 30, 2025, the Company’s scientific consultants have been in active dialog with the FDA seeking permission to forego the large animal study. The technology upon which the LAPC treatment will be based, intra-arterial chemotherapy, has been used in five clinical trials in humans. The data available from these human clinical trials supersedes large animal study data. The treatment may not be a treatment of pancreatic cancer, but a method of improving and possibly enabling complete surgical resection of the tumor. The Company is waiting for the FDA’s responses and hopes the FDA will accept that the LAPC treatment now meets manufacturing standard requirements, which have significantly improved since the clinical hold was first placed. The FDA may require additional preclinical studies when the meeting takes place. The Company is in ongoing dialogue with SG Austria to prepare for the next steps and add requested information to the drug master file upon which the Company still relies on. NOTE 2 – LIQUIDITY AND OTHER UNCERTAINTIES As of April 30, 2025, the Company had approximately $ 15.2 million in cash and cash equivalents as compared to $ 50.2 million at April 30, 2024. The Company expects that its current cash and cash equivalents, as of the date of this Annual Report, will be sufficient to support its projected operating requirements and financial commitments for at least the next twelve months from this date. The operating requirements include the expected costs to submit and clear the FDA clinical hold on our pancreatic cancer treatment. The Company expects to need additional capital in order to complete a clinical trial for the treatment of pancreatic cancer. If any additional equity financing, if available, may not be on favorable terms and would likely be significantly dilutive to the Company’s current stockholders and debt financing, if available, may involve restrictive covenants. If the Company is able to access funds through collaborative or licensing arrangements, it may be required to relinquish rights to some of its product candidates that the Company would otherwise seek to develop or commercialize on its own, on terms that are not favorable to the Company. The Company’s ability to access capital is not assured and, if not achieved on a timely basis, will likely have a material adverse effect on our business, financial condition and results of operations. The Company operates in an industry that is subject to rapid technological change, competition and government regulation. The Company’s operations are subject to significant risk and uncertainties including financial operational, technological, regulatory, and other risks. Such factors, include but not limited to, results of clinical testing and trial activities, the ability to obtain regulatory approval, the supply of needed materials, the ability to obtain manufacturing and the ability to raise capital to achieve strategic objectives. F- 12 NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation and Basis of Presentation The Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries. The Company operates independently and through three wholly owned subsidiaries: (i) PharmaCyte Biotech Europe Limited; (ii) PharmaCyte Biotech Australia Pty. Ltd.; and (iii) Viridis Biotech, Inc. and are prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and the Rules and Regulations of the Commission. Upon consolidation, intercompany balances and transactions are eliminated. Use of Estimates in the Preparation of Financial Statements The preparation of financial statements in accordance with U.S. GAAP requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published and the reported amounts of revenues and expenses during the reporting period. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of the Company’s consolidated financial statements; accordingly, it is possible that the actual results could differ from these estimates and assumptions, which could have a material effect on the reported amounts of the Company’s consolidated financial position and results of operations. The Company’s most significant estimates and assumptions are the assessment of the fair value of long-lived assets, fair value measurements of investments, the valuation of warrants and derivative liabilities, accretion of preferred stock and the measurement of stock based compensation. Reclassification Certain balances in the consolidated financial statements for the year ended April 30, 2024 have been reclassified to conform to the presentation in the consolidated financial statements for the year ended April 30, 2025. In the prior year, the Company separately disclosed compensation expense, director fees and legal and professional expenses and in the current year the Company has reclassified these costs on the consolidated statements of operations with general and administrative expenses. These reclassifications had no effect on the Company’s previously reported results of operations, changes in convertible preferred stock and stockholders’ equity, or cash flows. Cash and Cash Equivalents Cash and cash equivalents include cash in banks and short-term liquid investments purchased with maturities of three months or less. Additionally, the Company, as of April 30, 2025 and 2024 has approximately $ 76,000 and $ 3.2 million , respectively, in a money market fund that is not insured by the Federal Deposit Insurance Corporation (“FDIC”) and is classified as a cash equivalent. The Company has no significant off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements. The Company maintains most of its cash balance at financial institutions located in throughout the U.S. Accounts at these institutions are insured by the FDIC up to $ 250,000 . The Company has not experienced any losses in such accounts. Management believes it is not exposed to any significant credit risk on cash. Basic and Diluted Income (Loss) Per Share Basic earnings per share excludes dilution for common stock equivalents and is computed by dividing net income or loss attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period. Diluted EPS is calculated based on the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period. Potentially dilutive securities consist of common stock options, warrants, and convertible preferred securities. The dilutive effect of stock options and warrants is reflected in diluted EPS by application of the treasury stock method. The dilutive effect of convertible preferred securities is reflected in the diluted EPS by application of the “if-converted” method. The “if-converted” method is only assumed in periods where such application would be dilutive. Basic and diluted net income (loss) per share is determined by dividing income (loss) by the weighted average ordinary shares outstanding during the period. For periods presented with a net loss, the shares underlying the ordinary share options, warrants and preferred stock have been excluded from the calculation because their effect would be anti-dilutive. Therefore, the weighted-average shares outstanding used to calculate both basic and diluted loss per share is the same for periods with a net loss. Marketable Equity Securities Marketable securities consist of equity security investments. Equity investments with readily determinable fair values are measured at fair value. Changes in value are recorded in other income (expenses), net in the accompanying consolidated statements of operations. F- 13 Investment in TNF Pharmaceuticals, Inc. In accordance with ASC 810, Consolidation , the Company assessed whether it has a variable interest in legal entities in which it has a financial relationship and, if so, whether or not those entities are variable interest entities (“VIEs”). For those entities that qualify as VIEs, ASC 810 requires the Company to determine if it is the primary beneficiary of the VIE, and if so, to consolidate the VIE. The investment in TNF did not meet the primary beneficiary requirements for consolidation, therefore no consolidation of this VIE was required. If an entity is determined to be a VIE, the Company evaluates whether it is the primary beneficiary. The primary beneficiary analysis is a qualitative analysis based on power and economics. PharmaCyte consolidates a VIE if it has both power and benefits that is, PharmaCyte (i) has the power to direct the activities of a VIE that most significantly influence the VIE’s economic performance (power), and (ii) has the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE (benefits). PharmaCyte consolidates VIEs whenever it is determined that PharmaCyte is the primary beneficiary. Any intercompany transactions are eliminated in consolidation. The Company applies ASC 321 Investments—Equity Securities to investments in equity securities for which the Company has no significant influence or equity investments that are not in substance common stock. Under this guidance, equity securities with and without readily determinable fair values are accounted for at fair value based on quoted market prices or utilizing an appropriate valuation methodology to estimate the fair value. All gains and losses on investments in equity securities are recognized in the Condensed Consolidated Statements of Operations. Intangible Assets The Company’s accounts for intangible assets at cost. The intangible asset has an indefinite life; therefore, is not amortizable. The Company performs annual impairment analysis for the intangible asset to ascertain the value at each year end and records a non-cash impairment expense should the value decrease. The asset is deemed to be an In-Process Research and Development (“IPR&D”) as the asset is in the research stage. The Financial Accounting Standards Board (“FASB”) standard on goodwill and other intangible assets prescribes a two-step process for impairment testing of goodwill and indefinite-lived intangibles, which is performed annually, as well as when an event triggering impairment may have occurred. The first step tests for impairment, while the second step, if necessary, measures the impairment. The Company has elected to perform its annual analysis at the end of its reporting year. Investment in SG Austria The Company’s 13.9% investment in SG Austria is presented using the measurement alternative allowed under ASC 321 – Investments – Equity Securities with no readily determinable values. The Company evaluates equity investments annually for changes in circumstances that indicate the value of the securities have been affected. The Company concluded that there was a write-down of the investment in SG Austria at April 30, 2024 due to their financial position, negative book value and viability that makes for an inconclusive determination of a specific value range of the Company’s minority interest in SG Austria. The Company concluded that as of the present time, the value of SG Austria is likely minimal and therefore, included a non-cash asset write-down of $ 1,572,191 on the Consolidated Statements of Operations. Convertible Note Receivable As permitted under Financial Accounting Standards Board ("FASB”) ASC 825, Financial Instruments ("ASC 825”), the Company elected to account for its convertible note receivable, which met the required criteria, at fair value at inception and at each subsequent reporting date. Subsequent changes in fair value, including interest, are recorded as a component of non-operating income (loss) in the consolidated statements of operations. As a result of electing the fair value option, direct costs and fees related to the convertible note receivable were expensed as incurred. The Company estimates the fair value of the convertible note receivable using the income approach, which uses as inputs the fair value of debtor’s common stock and estimates for the equity volatility and volume volatility of debtor’s common stock, the time to expiration of the convertible note, the discount rate, the stated interest rate compared to the current market rate, the risk-free interest rate for a period that approximates the time to expiration, and probability of default. Therefore, the estimate of expected future volatility is based on the actual volatility of debtor’s common stock and historical volatility of debtor’s common stock utilizing a lookback period consistent with the time to expiration. The time to expiration is based on the contractual maturity date. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of measurement for time periods approximately equal to the time to expiration. The probability of default is estimated using the S&P Global default rate for companies with a similar credit rating to debtor’s. F- 14 Fair Value of Financial Instruments Accounting Standards Codification (“ASC”) Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the Consolidated Balance Sheets for current assets and liabilities qualify as financial instruments and are a reasonable estimate of their fair values because of the short period between the origination of such instruments and their expected realization and their current market rate of interest. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of valuation hierarchy are defined as follows: · Level 1. Observable inputs such as quoted prices in active markets · Level 2. Inputs, other than the quoted prices in active markets, which are observable either directly or indirectly; and · Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. These unobservable inputs are significant to the fair value measurement. Income Taxes Deferred taxes are calculated using the liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. A valuation allowance is provided for deferred income tax assets when, in management’s judgment, based upon currently available information and other factors, it is more likely than not that all or a portion of such deferred income tax assets will not be realized. The determination of the need for a valuation allowance is based on an on-going evaluation of current information including, among other things, historical operating results, estimates of future earnings in different taxing jurisdictions and the expected timing of the reversals of temporary differences. The Company believes the determination to record a valuation allowance to reduce a deferred income tax asset is a significant accounting estimate because it is based on, among other things, an estimate of future taxable income in the U.S. and certain other jurisdictions, which is susceptible to change and may or may not occur, and because the impact of adjusting a valuation allowance may be material. In determining when to release the valuation allowance established against the Company’s net deferred income tax assets, the Company considers all available evidence, both positive and negative. Consistent with the Company’s policy, and because of the Company’s history of operating losses, the Company does not currently recognize the benefit of all its deferred tax assets, including tax loss carry forwards, which may be used to offset future taxable income. The Company continually assesses its ability to generate sufficient taxable income during future periods in which deferred tax assets may be realized. When the Company believes it is more likely than not that it will recover its deferred tax assets, the Company will reverse the valuation allowance as an income tax benefit in the statements of operations. The U.S. GAAP method of accounting for uncertain tax positions utilizes a two-step approach to evaluate tax positions. Step one, recognition, requires evaluation of the tax position to determine if based solely on technical merits it is more likely than not to be sustained upon examination. Step two, measurement, is addressed only if a position is more likely than not to be sustained. In step two, the tax benefit is measured as the largest amount of benefit, determined on a cumulative probability basis, which is more likely than not to be realized upon ultimate settlement with tax authorities. If a position does not meet the more likely than not threshold for recognition in step one, no benefit is recorded until the first subsequent period in which the more likely than not standard is met, the issue is resolved with the taxing authorities, or the statute of limitations expires. Positions previously recognized are derecognized when the Company subsequently determines the position no longer is more likely than not to be sustained. Evaluation of tax positions, their technical merits and measurements using cumulative probability are highly subjective management estimates. Actual results could differ materially from these estimates. Research and Development Research and development (“R&D”) expenses consist of costs incurred for direct and overhead-related research expenses and are expensed as incurred. Costs to acquire technologies, including licenses, which are utilized in research and development and that have no alternative future use are expensed when incurred. Technology developed for use in the Company’s product candidates is expensed as incurred until technological feasibility has been established. The Company accrues for costs incurred by external service providers, based on its estimates of service performed and costs incurred. These estimates include the level of services performed by third parties, administrative costs incurred by third parties, and other indicators of the services completed. Based on the timing of amounts invoiced by service providers, the Company may also record payments made to those providers as prepaid expenses that will be recognized as expenses in future periods as the related services are rendered. F- 15 Stock-Based Compensation The Company recognizes stock-based compensation expense for only those awards ultimately expected to vest on a straight-line basis over the requisite service period of the award. The Company estimates the fair value of stock options using a Black-Scholes-Merton valuation model. This model requires the input of highly subjective assumptions, including the option's expected term and stock price volatility. In addition, judgment is also required in estimating the number of stock-based awards that are expected to be forfeited. Forfeitures are estimated based on historical experience at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The assumptions used in calculating the fair value of share-based payment awards represent management's best estimates, but these estimates involve inherent uncertainties and the application of management's judgment. Thus, if factors change and the Company uses different assumptions, the stock-based compensation expense could be materially different in the future. Foreign Currency Translation The Company translates the financial statements of its foreign subsidiaries from the local (functional) currencies to U.S. dollars in accordance with FASB ASC 830, Foreign Currency Matters . All assets and liabilities of the Company’s foreign subsidiaries are translated at year-end exchange rates, while revenue and expenses are translated at average exchange rates prevailing during the year. Adjustments for foreign currency translation fluctuations are excluded from net loss and are included in other comprehensive income (loss). Gains and losses on short-term intercompany foreign currency transactions are recognized as incurred. Derivative Financial Instruments The Company evaluates all its financial instruments to determine if such instruments contain features that qualify as embedded derivatives. Embedded derivatives must be separately measured from the host contract if all the requirements for bifurcation are met. The assessment of the conditions surrounding the bifurcation of embedded derivatives depends on the nature of the host contract. Bifurcated embedded derivatives are recognized at fair value, with changes in fair value recognized in the statement of operations each period. Bifurcated embedded derivatives are classified with the related host contract in the Company’s balance sheet. These particular derivatives are assessed under ASC 480, Distinguishing Liabilities from Equity and ASC 815, Derivatives and Hedging , as applicable. Warrants and Preferred Shares The accounting treatment of warrants and preferred share series issued is determined pursuant to the guidance provided by ASC 480, Distinguishing Liabilities from Equity , and ASC 815, Derivatives and Hedging , as applicable. Each feature of a freestanding financial instrument including, without limitation, any rights relating to subsequent dilutive issuances, dividend issuances, equity sales, rights offerings, forced conversions, optional redemptions, automatic monthly conversions, dividends, and exercise is assessed with determinations made regarding the proper classification in the Company’s audited consolidated financial statements. Redeemable Preferred Stock Applicable accounting guidance requires an equity instrument that is redeemable for cash or other assets to be classified outside of permanent equity if it is redeemable (a) at a fixed or determinable price on a fixed or determinable date, (b) at the option of the holder, or (c) upon the occurrence of an event that is not solely within the control of the issuer. Segment Reporting The Company determines its reporting units in accordance with FASB ASC 280, “Segment Reporting” (“ASC 280”). The Company evaluates a reporting unit by first identifying its operating segments under ASC 280. The Company then evaluates each operating segment to determine if it includes one or more components that constitute a business. If there are components within an operating segment that meet the definition of a business, the Company evaluates those components to determine if they must be aggregated into one or more reporting units. If applicable, when determining if it is appropriate to aggregate different operating segments, the Company determines if the segments are economically similar and, if so, the operating segments are aggregated. The Company operates in one business segment, which includes the business of research and development activities related to developing cellular cancer therapies. The determination of a single business segment is consistent with the financial information regularly provided to the Company’s chief operating decision maker (“CODM”). The Company’s CODM is its Interim President and Interim CEO, who reviews and evaluates consolidated net income as presented in the accompanying consolidated statements of operations for purposes of assessing performance, making operating decisions, allocating resources, and planning and forecasting for future periods. Refer to the accompanying consolidated statements of operations for the presentation of consolidated loss from operations for the years ended April 30, 2025 and 2024. The measure of segment assets is reported in the accompanying consolidated balance sheets as “Total assets.” There are no significant segment expenses as the expenses that are included in consolidated loss from operations are general and administrative and research and development. F- 16 Recently Adopted Accounting Pronouncements In November 2023, FASB issued ASU 2023-07 - Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities with a single reportable segment to provide all the disclosures required by this standard and all existing segment disclosures in Topic 280 on an interim and annual basis, including new requirements to disclose significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within the reported measure(s) of a segment's profit or loss, the amount and composition of any other segment items, the title and position of the CODM, and how the CODM uses the reported measure(s) of a segment's profit or loss to assess performance and decide how to allocate resources. The guidance is effective for our annual period beginning May 1, 2024, and interim periods thereafter. The Company adopted the guidance for the annual reporting period ended April 30, 2025. There was no impact on the Company’s reportable segments and additional required disclosures have been included above in Segment Reporting. New Accounting Pronouncements Effective in Future Periods In August 2023, the FASB issued ASU 2023-05 – Business Combinations – Joint Venture Formations (Subtopic 805-60), which requires public entities that qualify as a joint venture or corporate joint venture to establish a new basis of accounting upon formation. The guidance is effective for the Company's annual periods beginning May 1, 2025, and early adoption is permitted. The Company is evaluating the impact of adoption of this standard on its financial statements and disclosures but does not expect it to have a material effect on its consolidated financial statements. In December 2023, the FASB issued ASU 2023-09 - Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities to provide greater disaggregation within their annual rate reconciliation, including new requirements to present reconciling items on a gross basis in specified categories, disclose both percentages and dollar amounts, and disaggregate individual reconciling items by jurisdiction and nature when the effect of the items meet a quantitative threshold. The guidance also requires disaggregating the annual disclosure of income taxes paid, net of refunds received, by federal (national), state, and foreign taxes, with separate presentation of individual jurisdictions that meet a quantitative threshold. The guidance is effective for the Company's annual periods beginning May 1, 2025 on a prospective basis, with a retrospective option, and early adoption is permitted. The Company is evaluating the impact of adoption of this standard on its financial statements and disclosures but does not expect it to have a material effect on its consolidated financial statements. In November 2024, the FASB issued ASU No. 2024-03 (“ASU 2024-03”), Disaggregation of Income Statement Expenses. The guidance requires additional, disaggregated disclosure about certain income statement expense line items. The amendments in ASU 2024-03 are effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, with early adoption permitted, and is required to be applied prospectively with the option of retrospective application. The Company is currently evaluating the impact on the consolidated financial statements and related disclosures. NOTE 4 – INVESTMENT IN DEBT AND EQUITY SECURITIES INVESTMENT IN FEMASYS, INC. On November 14, 2023, the Company entered into a Securities Purchase Agreement (the “Femasys Purchase Agreement”) with Femasys Inc. (“Femasys”), pursuant to which it agreed to purchase from Femasys for a sum of $5,000,000 (i) senior unsecured convertible notes (the “Femasys Notes”) in an aggregate principal amount of $ 5,000,000 , convertible into shares of Femasys common stock, par value $0.001 per share (the “Femasys Shares”) at a conversion price of $ 1.18 per share, (ii) Series A Warrants (the “Series A Warrants”) to purchase up to an aggregate of 4,237,288 Femasys Shares at an exercise price of $1.18 per share, and (iii) Series B Warrants (the “Series B Warrants”, together with the Series A Warrants, the “Femasys Warrants,” and, together with the Notes, the “Femasys Securities”) to purchase up to an aggregate of 4,237,288 Femasys Shares at an exercise price of $1.475 per share (collectively, the “Investment”). The Femasys Notes accrue interest at 6.0% per annum, payable annually, and mature two years after the date of issuance. The Femasys Warrants expire five years from the date of issuance. Pursuant to the terms of the Femasys Purchase Agreement, the Company’s Interim Chief Executive Officer was appointed to the Femasys board of directors. F- 17 The convertible note receivable is not traded in active markets and the fair value was determined using a Monte Carlo simulation. The convertible note receivable is accounted for as available-for-sale debt securities based on “Level 3” inputs, which consist of unobservable inputs and reflect management’s estimates of assumptions that market participants would use in pricing the asset. The Company elected the fair value option for the Femasys Notes, therefore, holding gains and losses are included within change in fair value of the notes in the consolidated statement of operations. The Femasys Warrants are accounted for as an equity security and are valued using a Monte Carlo simulation based on “Level 3” inputs, which consist of unobservable inputs and reflect management’s estimates of assumptions that market participants would use in pricing the asset, recorded at fair value with subsequent changes included within change in fair value of the warrants in the consolidated statement of operations. The Company recognized the Femasys Note and Femasys Warrants based on their respective fair values on the issuance date of $ 1,666,000 and $ 3,334,000 , respectively. Subsequent changes in the fair value of the Femasys Note and Femasys Warrants will be recognized in earnings, at each reporting date. During the years ended April 30, 2025 and 2024, the Company recognized a gain in the fair value of the convertible note receivable of $ 941,000 and $ 1,089,000 , respectively, and change in fair value of the warrant assets decrease of $ 2,091,000 and an increase of $ 1,818,000 , respectively. The current year decrease of $ 2,091,000 includes the expiration of the Series B Warrants in the amount of $ 1,376,000 and carries a zero value. Series A Warrants remain unexercised and there were no Series B Warrants exercised prior to expiration. See Note 14 – Fair value Measurements for further information. During the years ended April 30, 2025 and 2024, the Company recognized interest income of $ 300,000 and $ 137,500 , respectively, from the Femasys Note. During the year ended April 30, 2025, the interest income received of $300,000 was paid in Femasys common stock and is presented as marketable equity securities. As of April 30, 2025 and 2024, the Company has accrued interest receivable of $ 137,500 and $ 137,500 , respectively. The Femasys Note was determined to meet the definition of a derivative and were required to be recorded at fair value in accordance with ASC 815. Subsequent changes in the fair value of the Note is recognized in earnings at each reporting date. The approximate $ 1,666,000 issuance date fair value of the Note was determined using the Monte Carlo method with the following assumptions: Femasys stock price of $0.93, time to expiration of 2 years, interest rate of 6.0%, discount rate of 16.7%, risk free rate of 4.80%, equity volatility of 96.0% and probability of default of 27.0%. As of April 30, 2025 and 2024, the fair value of the Note was $ 3,696,000 and $ 2,755,000 , respectively. For the year ended April 30, 2025, using the following assumptions: stock price of $1.16, time to expiration of 0.54 years, interest rate of 6.0%, discount rate of 16.0%, risk free rate of 4.16%, equity volatility of 72.0% and probability of default of 26.0%. For the year ended April 30, 2024, using the following assumptions: stock price of $1.27, time to expiration of 1.54 years, interest rate of 6.0%, discount rate of 19.7%, risk free rate of 5.14%, equity volatility of 99.0% and probability of default of 27.0%. The Warrants were determined to meet the definition of a derivative and were required to be recorded at fair value in accordance with ASC 815. Subsequent changes in the fair value of the Warrants are recognized in earnings, at each reporting date. The approximately $ 3,334,000 issuance date fair value of the Series A and B Warrants was determined utilizing the Black Scholes Merton Method with the following assumptions: Femasys stock price of $0.93, exercise price of $1.18 - $1.48, risk free rate of 4.42%-5.24%, equity volatility of 87.0%-105.0% and remaining term of 1.0-5.0 years. As of April 30, 2025 Series A stock price was $1.16, exercise price of $1.18, risk free rate of 3.62%, equity volatility of 89.0% and the remaining term of 3.54 years. As of April 30, 2024, the Series A and B assumptions: stock price of $1.27, exercise price of $1.18 - $1.48, risk free rate of 4.75%-5.42%, equity volatility of 91.0%-103.0% and remaining term of 0.54-4.54 years. Below is a summary of activity for the Note and Warrants as of April 30, 2025 and 2024: Schedule of activity for the notes and warrants Balance of Notes as of May 1, 2023 $ – Purchased 1,666,000 Change in fair value 1,089,000 Balance of Notes as of April 30, 2024   2,755,000 Change in fair value 941,000 Balance of Notes as of April 30, 2025 $ 3,696,000 Balance of Warrants as of May 1, 2023 $ – Purchased 3,334,000 Change in fair value 1,818,000 Balance of Warrants as of April 30, 2024 5,152,000 Change in fair value, includes expiration of Series B Warrants of $ 1,376,000 ( 2,091,000 ) Balance of Warrants as of April 30, 2025 $ 3,061,000 F- 18 MARKETABLE SECURITIES On November 21, 2024, the Company received from the Femasys Notes a payment in Femasys common stock for interest income in the amount of $ 300,000 . The interest income payment was based on the Femasys average stock price on that date of $0.95, therefore, the Company received 315,790 common stock shares. As of April 30, 2025, the current market value of the Femasys common stock shares was $1.16 that generated an unrealized gain of $ 66,316 . Cost and fair value of marketable equity securities at April 30, 2025 are as follows: Schedule of marketable equity securities Carrying Value At Fair Market Value at Unrealized Marketable securities Value Cost Basis Gains Equity – stock $ 366,316 $ 300,000 $ 66,316 The fair value of equity securities has been measured on a recurring basis using Level 1 inputs, which are based on unadjusted quoted market prices within active markets. There have been no changes in valuation approaches or techniques and related inputs. INVESTMENT IN TNF PHARMACEUTICALS, INC. On May 20, 2024, the Company entered into a Securities Purchase Agreement (the “SPA”) with a public company operating in the medical industry, MyMD Pharmaceuticals, Inc. which subsequently changed its name to TNF Pharmaceuticals, Inc., (“TNF”). Pursuant to the SPA, the Company purchased (i) 7,000 shares of TNF’s Series G Convertible Preferred Stock (the “Preferred Shares” or “Series G Preferred Stock”), representing approximately 33 % of TNF’s issued and outstanding share capital on an as-converted basis (and approximately 78% of all shares of Series G Preferred Stock outstanding), at a price of $1.816 per Preferred Share, which are convertible into 3,854,626 shares of Common Stock (as defined below); (ii) warrants to purchase up to 3,854,626 shares of TNF’s Common Stock with a five-year term (“Long-Term Warrant”); and (iii) warrants to purchase up to 3,854,626 shares of TNF’s Common Stock with a 18-month term (“Short-Term Warrant”) (collectively, the “TNF warrants”), for an aggregate purchase price of $ 7,000,000 . Pursuant to the SPA, the Company has the right to participate in future sales of TNF’s equity and equity-linked securities until the second anniversary of the Closing or the date on which no TNF Preferred Shares remain outstanding, whichever is earlier. Additionally, the Company has the right to nominate one individual to serve on TNF’s board of directors until PharmaCyte no longer beneficially owns at least 20% of TNF’s common stock on an as-converted basis. The Company’s Interim Chief Executive Officer serves on the board of directors of TNF. The Company has determined that TNF is a VIE, since TNF does not have sufficient equity at risk to finance its own operations without additional subordinated financial support. However, the Company has determined that it is not the primary beneficiary of TNF. Furthermore, TNF’s Series G Preferred Stock is not considered in substance common stock, and as such, equity method accounting does not apply. The Company recorded its investment in TNF Series G Preferred Stock at its fair value of approximately $ 17,410,000 on May 23, 2024 as the Company did not elect the measurement alternative to account for the investment at cost less impairment. Subsequent changes in fair value of the TNF Series G Preferred Stock are recognized in earnings at each reporting period. The initial fair value of the TNF Series G Preferred Stock was estimated utilizing a Monte Carlo simulation with the following assumptions: TNF stock price of $2.00, price floor of $0.40, expected time to settlement of 5.00 years, dividend rate of 10%, discounted market interest rate of 9.8%, risk free rate of 4.52%, equity volatility of 115.0% and probability of default of 18.3%. The Warrants were determined to meet the definition of a derivative and were required to be recorded at fair value in accordance with ASC 815. Subsequent changes in the fair value of the Warrants are recognized in earnings, at each reporting date. The approximately $ 10,986,000 issuance date fair value of the Warrants was determined utilizing the Black Scholes Merton Method with the following assumptions: TNF stock price of $2.00, exercise price of $1.82, risk free rate of 4.52%-5.05%, equity volatility of 115.0%-125.0% and remaining term of 1.5-5.0 years. As the fair value of the TNF Series G Preferred Stock and Warrants exceeded the Company’s total investment in TNF, the Company recognized an approximately $ 21,396,000 gain on investment on the condensed consolidated statements of operations for the excess of the fair value of the Warrants over the investment amount. On April 11, 2025, TNF, in connection with an issuance of stock options to certain TNF officers, the Series G conversion price was adjusted to $0.1832 per share pursuant to the full ratchet anti-dilution provisions in the Certificate of Designations and the Series G exercise price was adjusted to $0.1832 per share and the number of shares of common stock issuable upon exercise of such warrants was adjusted proportionally pursuant to the full ratchet anti-dilution provisions contained in the applicable warrants. As of April 30, 2025, there were 38,209,611 short-warrants and 38,209,611 long-term warrants. The Series G Preferred Stock shares include a 10% dividend, the Company has elected to receive the shares as Payment in Kind (“PIK”). As of April 30, 2025, the Company owns 7,831 Series G Preferred Stock shares of which 831 shares relate to accrued dividends. F- 19 During the year ending April 30, 2025, the Company recognized a gain for the change in fair value of the TNF Series G Preferred Stock of approximately $ 5,063,950 . The approximately $ 22,474,000 fair value of the TNF Series G Preferred Stock was estimated utilizing a Monte Carlo simulation with the following assumptions on April 30, 2025: TNF stock price of $0.19, price floor of $0.36, expected time to settlement of 5.00 years, dividend rate of 10.0%, discount market interest rate of 17.6%, risk free rate of 3.72%, equity volatility of 105.0% and probability of default of 47%. The Company recognized a loss for the change in fair value of the TNF Warrants of approximately $ 2,367,684 . The approximately $ 8,618,000 fair value of the Warrants was determined utilizing the Black Scholes Merton Method with the following assumptions on April 30, 2025: TNF stock price of $0.19, exercise price of $0.18, risk free rate of 3.65%-4.14%, equity volatility of 115.0%-130.0% and remaining term of 0.57-4.07 years. Below is a summary of activity for the Series G Preferred Stock as of April 30, 2025: Schedule of activity for Series G preferred stock and preferred stock warrants Balance of Series G Preferred Stock as of April 30, 2024 $ – Purchased 17,410,050 Change in fair value 5,063,950 Balance of Series G Preferred Stock as of April 30, 2025 $ 22,474,000 Below is a summary of activity for the Preferred Stock Warrants as of April 30, 2025: Balance of Warrant assets as of April 30, 2024 $ – Purchased 10,985,684 Change in fair value ( 2,367,684 ) Balance of Warrant assets as of April 30, 2025 $ 8,618,000 NOTE 5 – ACCRUED EXPENSES Accrued expenses at April 30, 2025 and 2024 are summarized below: Schedule of accrued expenses 2025 2024 Payroll related costs $ 335,846 $ 167,817 Director fees 67,500 135,000 R&D costs 92,310 92,310 Legal settlement 2,019,000 – Excise tax on stock repurchases 25,424 340,072 Total accrued expenses 2,540,080 735,199 Less: Long-term portion of legal settlement ( 25,000 ) – Total – current portion $ 2,515,080 $ 735,199 See Note 9 – Commitments and Contingencies for additional information on the legal settlement. F- 20 NOTE 6 – STOCK OPTIONS AND WARRANTS 2021 Equity Incentive Plan Effective June 30, 2021, the Company implemented the 2021 Equity Incentive Plan (“2021 Equity Plan”) as approved by the Company’s stockholders. The 2021 Equity Plan is administered by the Compensation Committee of the Board and has 166,667 shares authorized under this plan. The 2021 Equity Plan can issue various types of awards, as follows: stock options, stock appreciation rights, restricted stock, restricted stock units, and cash or other stock-based awards. The 2021 Equity Plan is available to be issued to employees, directors, consultants, and other individuals who provide services to the Company. An incentive stock options (“ISOs”) can only be granted to employees and shall not exceed 10-years (5-years in the case of ISOs granted to any 10% shareholder). As of April 30, 2025, there are 152,594 shares remaining available under this plan. 2022 Equity Incentive Plan Effective December 28, 2022, the Company implemented the 2022 Equity Incentive Plan (“2022 Equity Plan”) as approved by the Company’s stockholders. The 2022 Equity Plan is administered by the Compensation Committee of the Board and has 2,750,000 shares authorized under this plan. The 2022 Equity Plan can issue various types of awards, as follows: stock options, stock appreciation rights, restricted stock, restricted stock units, and cash or other stock-based awards. The 2022 Equity Plan is available to be issued to employees, directors, consultants, and other individuals who provide services to the Company. An incentive stock options (“ISOs”) can only be granted to employees and shall not exceed 10-years (5-years in the case of ISOs granted to any 10% shareholder). As of April 30, 2025, there are 1,595,040 shares remaining available under this plan. Stock Options The fair value of the Employee Options at the date of grant was estimated using the Black-Scholes-Merton option-pricing model, based on the following weighted average assumptions: Schedule of assumptions for options Years Ended April 30, 2025 2024 Risk-free interest rate 4.3 % 4.5 % Expected volatility 98 % 109 % Expected term (years) 5.5 5.2 Expected dividend yield 0.00 % 0.00 % The Company’s computation of expected volatility for the year ended April 30, 2025 is based on the Company’s historical basis volatility and on selected guideline companies historical weekly basis volatility for the year ended April 30, 2024. For stock option grants issued during the years ended April 30, 2025 and 2024, the Company used a calculated volatility for each grant. The Company lacks 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 the Company’s stock options of ten years with the average vesting term of six months. The dividend yield assumption of zero is based upon the fact the Company has 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. A summary of the Company’s stock option activity and related information for the years ended April 30, 2025 and 2024 is shown below: Schedule of stock option activity Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Term in Years Outstanding, April 30, 2023 281,269 $ 6.94 3.08 Granted 652,028 2.17 – Expired ( 8,133 ) 75.81 – Outstanding, April 30, 2024 925,164 2.97 9.16 Granted 252,932 1.22 – Expired ( 8,135 ) 50.39 – Outstanding, April 30, 2025 1,169,961 $ 2.21 8.62 Exercisable, April 30, 2025 917,029 $ 2.48 8.24 The Company recorded $ 478,637 and $ 674,693 of stock-based compensation related to the issuance of options to certain officers and directors in exchange for services during the years ended April 30, 2025 and 2024, respectively. At April 30, 2025, there remained $ 236,055 unrecognized compensation expense related to unvested granted to director and are scheduled to vest in April 2026. The aggregate intrinsic value of vested outstanding options as of April 30, 2025 was $ 0 . F- 21 Warrants Pursuant to the Private Placement (as defined below), the Company issued investors Warrants (as defined below) to purchase 8,750,000 shares of Common Stock, with an exercise price of $ 4.00 per share (subject to adjustment), for a period of five years from the date of issuance. For more information on the Private Placement, see “Note 11 – Preferred Stock”. The Warrants were determined to be subject to liability classification as they are considered to be indexed to the Company’s own stock but fail to meet the requirements for equity classification in accordance with ASC 815. As such, the Company recorded the Warrants as a liability at fair value with subsequent changes in fair value recognized in earnings. The Company utilized the Black-Scholes-Merton Model to calculate the value of the Warrants issued during the years ended April 30, 2025 and 2024. The fair value of the Warrants of approximately $ 14,127,000 , respectively, was estimated at the date of issuance using the fair value of our common stock of $2.74 on the issuance date and was based on the following weighted average assumptions: dividend yield 0%; expected term of 5.0 years; equity volatility of 80.0%; and a risk-free interest rate of 3.37%. Transaction costs incurred attributable to the issuance of the Warrants of approximately $ 913,640 were immediately expensed and were included in general and administrative expense in the accompanying Consolidated Statements of Operations during the year ended April 30, 2024. During the years ended April 30, 2025 and 2024, the Company recorded gains of approximately $ 10,446,000 and $ 3,343,000 , respectively, related to the change in fair value of the warrant liability which is recorded in other income (expense) on the Consolidated Statements of Operations. The fair value of the Warrants of $ 338,000 and $ 10,784,000 were estimated at April 30, 2025 and 2024, respectively, utilizing the Black-Scholes-Merton Model using the fair value of our common stock of $1.24 and $2.12, respectively, and the following weighted average assumptions: dividend yield 0%; remaining term of 3.03 and 4.03 years, respectively; equity volatility of 40.0% and 95.0%; and a risk-free interest rate of 3.52 % and 4.79%, respectively. A summary of the Company’s warrant activity and related information for the years ended April 30, 2025 and 2024, are shown below: Schedule of warrant activity Warrants Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Term In Years Outstanding, April 30, 2023 9,890,847 $ 4.99 3.31 Issued 8,750,000 4.00 – Exercised ( 70,000 ) – – Expired – – – Outstanding, April 30, 2024 18,570,847 4.54 3.12 Issued – – – Exercised – – – Expired – – – Outstanding, April 30, 2025 18,570,847 4.54 2.12 Exercisable, April 30, 2025 18,570,847 $ 4.54 2.12 F- 22 NOTE 7 – INTANGIBLE ASSETS The Company performs an annual analysis of impairment of the indefinite-lived assets at its fiscal year end as well as when a triggering event may have occurred. As of April 30, 2025 and 2024, the intangible asset held by the Company relates to an IPR&D asset, the cells producing cytochrome P450, used in the treatment of pancreatic cancer with a carrying value in the amount of $ 1,549,427 . As of April 30, 2025 and 2024, the Company determined there was no impairment of the intangible asset. As of April 30, 2024, the Company concluded that the diabetes licensed asset technology would likely not prove to be a viable technique for the production of insulin producing cells and the treatment of diabetes. The Company believes that a buyer of this technology would ascribe a de minimis value to this asset. Therefore, it was determined that as of April 30, 2024 there should be a full impairment of the $2,000,000 carrying value. Schedule of intangible assets Balance, April 30, 2023 $ 3,549,427 Impairment ( 2,000,000 ) Balance, April 30, 2024 1,549,427 Impairment – Balance, April 30, 2025 $ 1,549,427 NOTE 8 – RELATED PARTY TRANSACTIONS The Company had the following related party transactions during the years ended April 30, 2025 and 2024, respectively. The Company owns 13.9 % of the equity in SG Austria, and this investment is reported on the cost method of accounting. SG Austria has two subsidiaries: (i) Austrianova; and (ii) Austrianova Thailand. The Company did not purchase products and services from these subsidiaries in the years ended April 30, 2025, and 2024, respectively. In April 2014, the Company entered the Vin-de-Bona Consulting Agreement pursuant to which it agreed to provide professional consulting services to the Company. Vin-de-Bona is owned by Prof. Günzburg and Dr. Salmons, both of whom are involved in numerous aspects of the Company’s scientific endeavors relating to cancer (Prof. Günzburg is the Chairman of Austrianova, and Dr. Salmons is the Chief Executive Officer and President of Austrianova). The term of the agreement is for 12 months, automatically renewable for successive 12-month terms. After the initial term, either party can terminate the agreement by giving the other party 30 days’ written notice before the effective date of termination. The agreement has been automatically renewed annually. The amounts incurred for the years ended April 30, 2025 and 2024, were approximately $ 16,000 and $ 5,000 , respectively. The Company’s Interim Chief Executive Officer was appointed to the Femasys board of directors, see Note 4 – Investments in Debt and Equity Securities. The Company’s Interim Chief Executive Officer is on the board directors of TNF, see Note 4 – Investment in Debt and Equity Securities. NOTE 9 – COMMITMENTS AND CONTINGENCIES The Company acquires assets still in development and enters R&D arrangements with third parties that often require milestone and royalty payments to the third-party contingent upon the occurrence of certain future events linked to the success of the asset in development. Milestone payments may be required, contingent upon the successful achievement of an important point in the development lifecycle of the pharmaceutical product (e.g., approval of the product for marketing by a regulatory agency). If required by the license agreements, the Company may have to make royalty payments based upon a percentage of the sales of the pharmaceutical products if regulatory approval for marketing is obtained. For the years ended April 30, 2025 and 2024, the company expensed $ 438,416 and $ 407,431 , respectively, in research and development expenses within the accompanying consolidated statements of operations. There have been no recognized costs related to royalty payments. F- 23 There are future royalty payments as follows: · Four percent royalty on all gross sales received by us or our affiliates; · Twenty percent royalty on gross revenues received by us or our affiliates from a sublicense or right to use the patents or the licenses granted by us or our affiliates; · Fifty percent of any other financial and non-financial consideration received from sublicensees of the Cell-in-a-Box® technology; and · The removal of all milestone payments. Office Lease In January 2023, the Company entered into a month-to-month agreement of the Las Vegas office space, commencing on May 1, 2023. Additionally, the Company rents storage space pursuant to a month-to-month agreement in Laguna Hills, California. Rent expenses for these offices for the years ended April 30, 2025 and 2024 were $ 28,335 and $ 29,546 , respectively. With the month-to-month office rental agreements there are no aggregate future minimum lease payments required to be made. Service Agreements The Company has entered into several service agreements with independent and related parties pursuant to which services will be provided over a specified period-of-time related to the IND which the FDA has placed on clinical hold. The services include regulatory affairs strategy, advice and follow-up work on the IND and services related to having the clinical hold lifted. The total remaining cost is estimated to be approximately $ 591,000 , of which the related party (SG Austria and its subsidiaries) portion will be approximately $ 157,000 . These amounts take into account some of the cost associated with the work and preclinical studies required to lift the clinical hold. Settlement of Legal Complaint Agreement From time to time, the Company is subject to legal proceedings and claims, either asserted or unasserted, that arise in the ordinary course of business. While the outcome of potential claims cannot be predicted with certainty, the Company does not believe that the outcome of any potential claims will have a material adverse effect on our financial condition or operating results. On May 16, 2025, the Company entered into a settlement and release agreement (“Settlement Agreement”) with H.C. Wainwright & Co., LLC relating to a complaint filed on December 4, 2023, alleging a breach of contract. The Settlement Agreement resolved fully all differences, disputes or claims without admitting any liability, fault or wrongdoing on the part of all parties. The Settlement Agreement required the Company to pay $ 1.55 million, comprised of an initial payment of $ 1.25 million and twelve equal payments of $ 25,000 beginning on the one-month anniversary of the initial payment. On May 16, 2025, the Company also issued warrants “(First Warrant Issuance”) to purchase 343,183 shares of the Company’s common stock with an exercise price of $4.00 per share with a term of five years from the issuance date. The Company has the option to pay $226,254 or issue additional warrants (“Additional Warrants”) to purchase 313,067 shares of the Company’s common stock with an exercise price of $4.00 per share with a term of five years prior to the issuance date of this Annual Report on Form 10-K. The Company elected to issue the additional warrants with an effective date of July 29, 2025. The Company estimated the fair value of the First Warrant Issuance and the Additional Warrant Issuance as of April 30, 2025 pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820 Fair Value Measurement (“ASC 820”). The Company concluded the fair value of the First Warrant Issuance to be $ 245,000 and the Additional Warrant Issuance to be $ 224,000 . The Company utilized the Black-Scholes-Merton Model to calculate the value of the Warrants issued subsequent to the year ended April 30, 2025. The fair value of the Warrants were estimated as of April 30, 2025, using the fair value of our common stock of $ 1.24 and was based on the following weighted average assumptions: dividend yield 0 %; expected term of 5 .0 years; equity volatility of 98 %; and a risk-free interest rate of 3.7 %.The Company recorded a legal settlement expense of $ 2,019,000 , consisting of $1.55 million payment and the fair value of the two warrant issues totaling $469,000. The Company recorded the $ 2,019,000 liability as of April 30, 2025 and is included in accrued expenses, see Note 5 – Accrued Expenses. To the Company’s knowledge there are no legal proceedings pending to which any property of the Company is subject. F- 24 NOTE 10 - INCOME TAXES At April 30, 2025, the Company had federal and state net operating loss carryforwards of approximately $ 61,270,000 and $ 30,921,000 , respectively, available to offset against future taxable income; these operating loss carryforwards expire in 2023 through 2038. Internal Revenue Code Section 382 imposes an annual limitation for the utilization of tax attributes if there is an “ownership change”. Based upon the equity activity during the year ended April 30, 2022, the Company had an ownership change in August 2021. As a result of the change in-control that occurred in the Company’s shareholder base in August 2021, approximately $37,060,000 and $15,890,000 federal and state net operating loss carryforwards, respectively, became limited in their availability. The remaining net operating loss carryforwards are approximately $ 24,210,000 and $ 15,031,000 for federal and state purposes, respectively. Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited. Based on the assessment of all available evidence including, but not limited to, the Company’s limited operating history in its core business and lack of profitability, uncertainties of the commercial viability of its technology, the impact of government regulations and healthcare reform initiatives and other risks normally associated with biotechnology companies, the Company has concluded that is more likely than not that these operating loss carryforwards will not be realized. Accordingly, 100% of the deferred tax valuation allowance has been recorded against these assets. Deferred income taxes reflect the net effect of temporary differences between the financial reporting carrying amounts of assets and liabilities and income tax carrying amounts of assets and liabilities. The components of the Company’s deferred tax assets and liabilities are as follows: Schedule of deferred tax assets and liabilities April 30, 2025 2024 Deferred tax assets: Net operating loss carryforwards $ 15,026,112 $ 14,437,888 Stock compensation 523,822 494,130 Research and development 216,831 160,452 Investment in SG Austria 439,953 469,139 Intangible asset (diabetes license) 559,672 596,800 Other - deferred tax asset 147,798 77,622 Total deferred tax assets 16,914,188 16,236,031 Deferred tax liabilities: Fair value of derivative liability – ( 174,862 ) Fair value of convertible note receivable ( 568,067 ) ( 324,958 ) Fair value of warrant asset ( 228,906 ) ( 542,491 ) Fair value of investment in TNF ( 754,512 ) – Other - deferred tax liability ( 140,985 ) – Total deferred tax liabilities ( 1,692,470 ) ( 1,042,311 ) Total deferred tax assets 15,221,718 15,193,720 Valuation allowance ( 15,221,718 ) ( 15,193,720 ) Net deferred tax assets $ – $ – For all years presented, the Company did not recognize any deferred tax assets or liabilities. The net change in valuation allowance for the years ended April 30, 2025 and 2024 was an increase of $ 27,998 and a decrease of $ 1,035,621 , respectively. F- 25 The provision for income taxes differs from the provision computed by applying the Federal statutory rate to net loss before income taxes as follows: Schedule of provision for income taxes Years Ended April 30, 2025 2024 Federal benefit at statutory rate $ 6,437,771 $ 70,090 State income taxes, net of Federal taxes 2,139,792 29,505 Fair value of warrant liability ( 2,922,791 ) ( 997,551 ) Gain on related party investment ( 5,986,526 ) – Fair value of derivative liability ( 611,083 ) – Redemption of derivative liability ( 174,862 ) – Expiration of warrant asset – Series B ( 79,743 ) – State deferred tax adjustment 572,607 – Legal settlement 131,226 – Provision related to change in valuation allowance 27,998 ( 1,035,621 ) Fair value of warrant asset – Series B 385,005 – Expired stock options 78,384 76,864 Net valuation allowance for state NOLs ( 6,748 ) 1,797,207 Other, net 8,970 59,506 Provision for income taxes $ – $ – There have been no changes to the Company’s liability for unrecognized tax benefits during the years ended April 30, 2025 and 2024, respectively. The Company files its income tax returns in the U.S. Federal jurisdiction and various state jurisdictions. As of the year ended April 30, 2025, the tax returns for 2020 through 2024 remain open to examination by the Internal Revenue Service and state tax authorities. The Company’s policy is to recognize any interest and penalties related to unrecognized tax benefits as a component of income tax expense. Management does not believe that there are significant uncertain tax positions in the tax years 2024 and 2023. As of the years ended April 30, 2025 and 2024, the Company had accrued no interest or penalties related to uncertain tax positions. Deferred taxes are calculated using the liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. A valuation allowance is provided for deferred income tax assets when, in management’s judgment, based upon currently available information and other factors, it is more likely than not that all or a portion of such deferred income tax assets will not be realized. The determination of the need for a valuation allowance is based on an on-going evaluation of current information including, among other things, historical operating results, estimates of future earnings in different taxing jurisdictions and the expected timing of the reversals of temporary differences. The Company believes the determination to record a valuation allowance to reduce a deferred income tax asset is a significant accounting estimate because it is based on, among other things, an estimate of future taxable income in the U.S. and certain other jurisdictions, which is susceptible to change and may or may not occur, and because the impact of adjusting a valuation allowance may be material. In determining when to release the valuation allowance established against the Company’s net deferred income tax assets, the Company considers all available evidence, both positive and negative. Consistent with the Company’s policy, and because of the Company’s history of operating losses, the Company does not currently recognize the benefit of all its deferred tax assets, including tax loss carry forwards, which may be used to offset future taxable income. The Company continually assesses its ability to generate sufficient taxable income during future periods in which deferred tax assets may be realized. When the Company believes it is more likely than not that it will recover its deferred tax assets, the Company will reverse the valuation allowance as an income tax benefit in the statements of operations. F- 26 The Tax Cuts and Jobs Act (“TCJA”) requires taxpayers to capitalize and amortize research and developmental expenditures under Internal Revenue Code Section 174. Effective January 1, 2022, the Company adopted the amended provisions of Internal Revenue Code Section 174, which require capitalization and amortization of specified research or experimental (“SRE”) expenditures. Domestic SRE expenditures are amortized over five years, while foreign expenditures are amortized over fifteen years, beginning with the midpoint of the taxable year in which the costs are incurred. On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly-traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the purchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. The Company repurchased 1,241,862 shares of common stock with a total cost of $ 2,567,770 including accrued excise tax during the year ended April 30, 2025 and 8,826,356 shares of common stock with a total cost of $ 28,479,593 including accrued excise tax for the year ended April 30, 2024. The Company recorded $ 25,424 and $ 281,976 in excise tax related to the IR Act, which is included in Treasury stock and accrued expenses for the years ended April 30, 2025 and 2024, respectively. As a result, deferred tax assets increased due to timing differences between book and tax treatment of R&D costs. In 2025, the One Big Beautiful Bill Act repealed the amortization requirement for domestic R&E expenditures, restoring immediate expensing. The Company continues to monitor IRS guidance and may revise its treatment of SRE expenditures in future periods. The U.S. GAAP method of accounting for uncertain tax positions utilizes a two-step approach to evaluate tax positions. Step one, recognition, requires evaluation of the tax position to determine if based solely on technical merits it is more likely than not to be sustained upon examination. Step two, measurement, is addressed only if a position is more likely than not to be sustained. In step two, the tax benefit is measured as the largest amount of benefit, determined on a cumulative probability basis, which is more likely than not to be realized upon ultimate settlement with tax authorities. If a position does not meet the more likely than not threshold for recognition in step one, no benefit is recorded until the first subsequent period in which the more likely than not standard is met, the issue is resolved with the taxing authorities, or the statute of limitations expires. Positions previously recognized are derecognized when the Company subsequently determines the position no longer is more likely than not to be sustained. Evaluation of tax positions, their technical merits and measurements using cumulative probability are highly subjective management estimates. Actual results could differ materially from these estimates. On July 4, 2025, the U.S. government enacted The One Big Beautiful Bill Act of 2025 which includes, among other provisions, changes to the U.S. corporate income tax system including the allowance of immediate expensing of qualifying research and development expenses and permanent extensions of certain provisions within the Tax Cuts and Jobs Act. Certain provisions are effective for the Company beginning fiscal 2026. The Company is evaluating the future impact of these tax law changes on its financial statements. NOTE 11 – EARNINGS PER SHARE The Company computes earnings per share using the two-class method. The two-class method of computing earnings per share is an earnings allocation formula that determines earnings per share for common stock and any participating securities according to dividends declared (whether paid or unpaid) and participation rights in undistributed earnings. The Series B Preferred Shares are considered participating securities as preferred shareholders are entitled to participate with common stockholders on an as-converted basis in any distributions of assets by the Company under the terms of the Certificate of Designations. Under the two-class method, there is no change in the weighted average shares outstanding used between the basic and diluted earnings per share calculations as the Series B Preferred Shares represent the only dilutive share equivalents during the years ended April 30, 2025 and 2024. During the years ended April 30, 2025 and 2024, the Company incurred income (losses) attributable to common shareholders. Accordingly, the effects of any common stock equivalent would be anti-dilutive during the period and thus are not included in the calculation of diluted weighted average number of shares outstanding. F- 27 The following table illustrates the computation of basic and diluted earnings (loss) per share: Schedule of basic and diluted earnings (loss) per share Years Ended April 30, 2025 2024 Earnings per share Net income $ 30,656,050 $ 333,763 Less: Accretion of discounts to redemption of Series B convertible preferred stock ( 3,193,404 ) ( 15,053,521 ) Less: Series B convertible preferred stock dividends ( 1,129,759 ) ( 2,517,645 ) Less: Allocation of undistributed income to Series B convertible preferred stock ( 2,970,780 ) – Undistributed income (loss) available to common stockholders $ 23,362,107 $ ( 17,237,403 ) Weighted average shares outstanding used in basic earnings per share 7,329,596 9,581,059 Net income (loss) per share basic and diluted $ 3.19 $ ( 1.80 ) The table below sets forth the potentially dilutive securities excluded from the computation of diluted weighted average shares outstanding as they would be anti-dilutive: Schedule of potentially dilutive securities Years Ended April 30, 2025 2024 Excluded options 1,169,961 925,164 Excluded warrants 18,570,847 18,570,847 Series B convertible preferred stock – 3,765,105 Total excluded options and warrants 19,740,808 23,261,116 Diluted earnings per share were calculated under both the if-converted and the two-class methods to determine the most dilutive amount for the common stock. The Company applied the treasury stock two-class method which assumes the securities remain in their current non-exercised or converted form and therefore, deemed anti-dilutive. NOTE 12 – PREFERRED STOCK The Company has authorized 10,000,000 shares of preferred stock, with a par value of $ 0.0001 , of which 35,000 shares have been designated as “Series B Convertible Preferred Stock”. As of April 30, 2025 and 2024, there were zero and 14,646 shares issued and outstanding, respectively, and zero and 5,833 , shares, respectively. As of April 30, 2025 and 2024, there were $ 0 and $ 11,867,016 amounts subject to redemption, respectively. On May 10, 2023, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited investors (the “Investors”), pursuant to which it agreed to sell to the Investors (i) an aggregate of 35,000 shares of the Company’s newly-designated Series B convertible preferred stock with a stated value of $1,000 per share, initially convertible into up to 8,750,000 shares of the Company’s common stock, par value $0.0001 per share at a conversion price of $4.00 per share (the “Preferred Shares”), and (ii) warrants to acquire up to an aggregate of 8,750,000 shares of common stock (the “Warrants”) (collectively, the “Private Placement”). F- 28 The terms of the Preferred Shares are as set forth in a Certificate of Designations (the “Certificate of Designations”), which was filed with the Secretary of the State of Nevada on May 10, 2023. The Preferred Shares are convertible into common stock (the “Conversion Shares”) at the election of the holder at any time at an initial conversion price of $4.00 (the “Conversion Price”). The Conversion Price is subject to customary adjustments for stock dividends, stock splits, reclassifications and the like, and subject to price-based adjustment in the event of any issuances of common stock, or securities convertible, exercisable or exchangeable for common stock, at a price below the then-applicable Conversion Price (subject to certain exceptions). The Company is required to settle the Preferred Shares in equal monthly installments, commencing on November 9, 2023. The amortization payments due upon such redemption are payable, at the Company’s election, in cash, or subject to certain limitations, in shares of common stock valued at the lower of (i) the Conversion Price then in effect and (ii) the greater of (A) a 20% discount to the average of the three lowest closing prices of the Company’s common stock during the thirty trading day period immediately prior to the date the amortization payment is due or (B) the lower of $0.556 and 20% of the Minimum Price (as defined in Rule 5635 of the Rule of the Nasdaq Stock Market) on the date of receipt of Nasdaq Stockholder Approval (as defined below); provided that if the amount set forth in clause B is the lowest effective price, the Company will be required to pay the amortization payment in cash. The Company may require holders to convert their Preferred Shares into Conversion Shares if the closing price of the common stock exceeds $6.00 per share for 20 consecutive trading days and the daily trading volume of the common stock exceeds 1,000,000 shares per day during the same period and certain equity conditions described in the Certificate of Designations are satisfied. The holders of the Preferred Shares are entitled to dividends of 4% per annum, compounded monthly, which are payable in cash or shares of common stock at the Company’s option, in accordance with the terms of the Certificate of Designations. Upon the occurrence and during the continuance of a Triggering Event (as defined in the Certificate of Designations), the Preferred Shares will accrue dividends at the rate of 15% per annum. The holders of Preferred Shares have no voting rights on account of the Preferred Shares, other than with respect to certain matters affecting the rights of the Preferred Shares. Notwithstanding the foregoing, the Company’s ability to settle conversions and make amortization payments using shares of common stock is subject to certain limitations set forth in the Certificate of Designations, including a limit on the number of shares that may be issued until the time, if any, that the Company’s stockholders have approved the issuance of more than 19.9% of the Company’s outstanding shares of common stock in accordance with Nasdaq listing standards (the “Nasdaq Stockholder Approval”). The Company received Nasdaq Stockholder Approval at its special meeting of stockholders held on August 31, 2023. Further, the Certificate of Designations contains a certain beneficial ownership limitation after giving effect to the issuance of shares of common stock issuable upon conversion of, or as part of any amortization payment under, the Certificate of Designations or Warrants. The Certificate of Designations includes certain Triggering Events (as defined in the Certificate of Designations), including, among other things, the failure to file and maintain an effective registration statement covering the sale of the holder’s securities registrable pursuant to a registration rights agreement entered into by the Company and the Investors simultaneously with the Purchase Agreement and the Company’s failure to pay any amounts due to the holders of the Preferred Shares when due. In connection with a Triggering Event, each holder of Preferred Shares will be able to require the Company to redeem in cash any or all of the holder’s Preferred Shares at a premium set forth in the Certificate of Designations. The Preferred Shares were determined to be more akin to a debt-like host than an equity-like host. The Company identified the following embedded features that are not clearly and closely related to the debt host instrument: 1) an installment redemption upon an Equity Conditions Failure (as defined in the Certificate of Designation), and 2) variable share-settled installment conversion. These features were bundled together, assigned probabilities of being affected and measured at fair value. Subsequent changes in the fair value of these features are recognized in the Consolidated Statements of Operations. The Company estimated the $2,770,000 fair value of the bifurcated embedded derivative at issuance using a Monte Carlo simulation model, with the following inputs: the fair value of the Company’s common stock of $2.74 on the issuance date, estimated equity volatility of 55.0%, estimated traded volume volatility of 355.0%, the time to maturity of 1.50 years, a discounted market interest rate of 15.9%, a risk free rate of 4.3%, dividend rate of 4.0%, a penalty dividend rate of 15.0%, and probability of default of 27.0%. The fair value of the bifurcated derivative liability was estimated utilizing the with and without method which uses the probability weighted difference between the scenarios with the derivative and the plain vanilla maturity scenario without a derivative. F- 29 The discount to the fair value is included as a reduction to the carrying value of the Preferred Shares. During the year ended April 30, 2024, the Company recorded a total discount of approximately $ 18,246,925 upon issuance of the Preferred Shares, which was comprised of the issuance date fair value of the associated embedded derivative of approximately $ 2,770,000 , stock issuance costs of approximately $ 1,349,925 and the fair value of the Warrants of approximately $ 14,127,000 . In accordance with ASC 480-10-S99-3A the Company is accreting the discount on the effective interest method and $ 3,193,404 and $ 15,053,521 , respectively, was recorded as a deemed dividend during the years ended April 30, 2025 and 2024. During the years ended April 30, 2025 and 2024, the Company recorded gains of approximately $ 2,184,000 and $ 586,000 , respectively, related to the change in fair value of the derivative liability, which is recorded in other income, net on the Consolidated Statements of Operations. The Company had $ 0 fair value of the bifurcated embedded derivative at April 30, 2025 as there were no outstanding Preferred Shares at April 30, 2025. See Note 14 – Fair Value Measurements. During the years ended April 30, 2025 and 2024, the Company made all installment payments in cash pursuant to installment redemptions. The installment redemptions were paid in cash in the amounts of $ 22,486,875 and $ 16,160,531 , respectively, which included $ 20,479,169 and $ 14,520,835 , respectively, of the Preferred Shares, $ 734,864 and $ 724,950 , respectively, of accrued dividends and $ 1,272,842 and $ 914,746 , respectively, of additional 6% cash premium pursuant to the terms of the Series B Preferred stock. During the year ended April 30, 2025, the Company recognized a net dividend of $ 1,129,759 which is comprised of deemed dividend of $ 902,580 and $ 227,179 of preferred dividend, related to the amounts owed in addition to dividends as the installments were paid in cash which are included in Preferred stock dividends on the consolidated statement of operations. During the year ended April 30, 2024, the Company recognized $ 2,517,645 of net dividends which is comprised of deemed dividend of $ 1,271,164 and $ 1,246,481 of preferred dividends, related to the amounts owed in addition to dividends as the installments were paid in cash which are included in Preferred stock dividends on the consolidated statement of operations. The Company has one share of preferred stock designated as “Series A Preferred Stock” as of April 30, 2025 and April 30, 2024, there were no shares of Series A Preferred Stock issued and outstanding. The description of the Series A Preferred Stock below is qualified in its entirety by reference to the Company’s Articles of Incorporation, as amended. The Series A Preferred Stock has the following features: · There is one share of preferred stock designated as Series A Preferred Stock; · The Series A Preferred Stock has a number of votes at any time equal to the number of votes then held by all other shareholders of the Company having a right to vote on any matter plus one. The Certificate of Designations that designated the terms of the Series A Preferred Stock cannot be amended without the consent of the holder of the Series A Preferred Stock; · The Company may redeem the Series A Preferred Stock at any time for a redemption price of $1.00 paid to the holder of the share of Series A Preferred Stock; and · The Series A Preferred Stock has no rights of transfer, conversion, dividends, preferences upon liquidation or participation in any distributions to shareholders. NOTE 13 – TREASURY STOCK In May 2022, the Board authorized a share repurchase program to acquire its outstanding common stock for up to $10 million. In January 2023, the Board authorized an additional share repurchase program to acquire up to an additional $10 million of the Company’s outstanding common stock. In conjunction with the share repurchase programs, the Company selected a broker to repurchase shares on behalf of the Company. The amount of common stock repurchased on any given trading day is determined by a formula, which is based on the market price of the common stock and average daily volumes. Shares repurchased are held in treasury for general corporate purposes. The shares are treated as Treasury Stock using the cost method. During the years ended April 30, 2025 and 2024, the Company repurchased 1,241,862 and 740,477 , respectively, additional shares under the repurchase program at a total cost, including commissions and excise taxes of $ 2,567,700 and $ 1,757,696 , respectively. As of April 30, 2025 and 2024, the total number of shares repurchased pursuant to the repurchase programs was 6,790,437 and 5,548,575 shares, respectively, at a total cost, including commissions and excise taxes of $ 17,886,108 and $ 15,318,318 , respectively. Repurchased shares are included in Treasury Stock in the accompanying Consolidated Balance Sheets. At April 30, 2025 and 2024, $ 2,113,891 and $ 4,681,682 , respectively, remain available to repurchase the Company’s common stock pursuant to the share repurchase programs. F- 30 Tender Offer On May 11, 2023, the Company commenced a tender offer, in accordance with Rule 13e-4 promulgated under the Securities Exchange Act of 1934, as amended, to purchase up to 7,750,000 shares of its common stock, par value $0.0001 per share, at a price of $3.25 per share. The tender offer expired one minute after 11:59 p.m. on June 9, 2023, and following such expiration the Company accepted for purchase a total of 8,085,879 shares at $3.25 per share, including 335,879 shares that the Company elected to purchase pursuant to its right to purchase up to an additional 2% of its outstanding shares. The resultant aggregate purchase price was $ 26,721,897 , including excise tax, fees and expenses relating to the tender offer. These shares are treated as Treasury Stock using the cost method and are included as Treasury Stock in the accompanying Consolidated Balance Sheets, Statements of Convertible Preferred Stock and Stockholders’ Equity. As of April 2025, the Company has paused the repurchase program. As of April 30, 2025 and 2024, the total number of shares held in Treasury Stock is 14,876,316 and 13,634,454 shares respectively, at a total cost of $ 44,607,916 and $ 42,040,216 , respectively. NOTE 14 – FAIR VALUE MEASUREMENTS Fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management as of and during the year ended April 30, 2025 and 2024. The carrying amounts of cash equivalents, other current assets, accounts payable and accrued expenses approximate their fair values at April 30, 2025 and 2024 due to their short-term nature. The fair value of the bifurcated embedded derivative related to the convertible preferred stock was estimated using a Monte Carlo simulation model, which uses as inputs the fair value of the Company’s common stock and guideline companies estimates for the equity volatility and traded volume volatility of our common stock, the time maturity of the convertible preferred stock, the risk-free interest rate for a period of time that approximates the time to maturity, dividend rate, a penalty dividend rate and the probability of default. The fair value of the warrant liability was estimated using the Black Scholes Merton Model which uses as inputs the following weighted average assumptions, as noted above: dividend yield, expected terms in years, equity volatility and risk-free rate. Fair Value on a Recurring Basis The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported and reported at fair at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The estimated fair value of the warrant liability and bifurcated embedded derivative represent Level 3 measurements. The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at April 30, 2025 and 2024, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Schedule of fair value of financial liabilities Description Level April 30, 2025 April 30, 2024 Liabilities: Warrant liability 3 $ 338,000 $ 10,784,000 Bifurcated embedded derivative 3 $ – $ 2,184,000 The following table sets forth a summary of the change in the fair value of the warrant liability that is measured at fair value on a recurring basis: Schedule of change in the fair value of the warrant liability April 30, 2025 Balance on April 30, 2023 $ – Issuance of warrants 14,127,000 Change in fair value of warrant liability ( 3,343,000 ) Balance on April 30, 2024 10,784,000 Issuance of warrants – Change in fair value of warrant liability ( 10,446,000 ) Balance on April 30, 2025 $ 338,000 F- 31 The following table sets forth a summary of the change in the fair value of the bifurcated embedded derivative liability that is measured on a recurring basis: Schedule of embedded derivative liability April 30, 2025 Balance on April 30, 2023 $ – Issuance of convertible preferred stock with bifurcated embedded derivative liability 2,770,000 Change in fair value of bifurcated embedded derivative ( 586,000 ) Balance on April 30, 2024 2,184,000 Issuance of convertible preferred stock with bifurcated embedded derivative liability – Change in fair value of bifurcated embedded derivative ( 2,184,000 ) Balance on April 30, 2025 $ – The fair value of the convertible note receivable using the income approach, which uses as inputs the fair value of debtor’s common stock and estimates for the equity volatility and volume volatility of debtor’s common stock, the time to expiration of the convertible note, the discount rate, the stated interest rate compared to the current market rate, the risk-free interest rate for a period that approximates the time to expiration, and probability of default. Therefore, the estimate of expected future volatility is based on the actual volatility of debtor’s common stock and historical volatility of debtor’s common stock utilizing a lookback period consistent with the time to expiration. The time to expiration is based on the contractual maturity date. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of measurement for time periods approximately equal to the time to expiration. Probability of default is estimated using the S&P Global default rate for companies with a similar credit rating to debtor’s. The fair values of financial instruments by class as of April 30, 2025 and 2024 are as follows: Schedule of fair values of financial instruments by class Level April 30, 2025 April 30, 2024 Financial Assets Marketable equity securities 1 $ 366,316 $ – Money market account 1 $ 76,287 $ 3,183,173 Convertible note receivable – investment in debt security - Femasys 3 $ 3,696,000 $ 2,755,000 Warrant asset - Femasys 3 $ 3,061,000 $ 5,152,000 Investment in preferred stock - TNF 3 $ 22,474,000 $ – Warrant asset - TNF 3 $ 8,618,000 $ – Assumptions used in the valuation of the Level 3 assets include time to expiration, discount rate, risk-free rate, volatility and probability of default. F- 32