Current Report Filing (8-k)
December 21 2016 - 6:05AM
Edgar (US Regulatory)
United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
December 15, 2016
Date of Report (Date of earliest event reported)
PHARMACYTE BIOTECH, INC.
(Exact Name of Registrant as Specified in its
Charter)
Nevada
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333-68008
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62-1772151
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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23046
Avenida de la Carlota, Suite 600
Laguna Hills, CA
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92653
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant's telephone number, including area
code:
(917) 595-2850
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[_] Written communications pursuant
to Rule 425 under the Securities Act
[_] Soliciting material pursuant to
Rule 14a-12 under the Exchange Act
[_] Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act
[_] Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act
Item 1.01 Entry into a Material Definitive Agreement.
On December 15, 2016, PharmaCyte Biotech,
Inc., a Nevada corporation (“Company”), entered into an amendment (“Chardan Amendment”) to its
previously disclosed financial advisory, offering and at the market offering engagement agreement (“Engagement
Agreement”) with Chardan Capital Markets, LLC (“Chardan”) pursuant to which the Company and Chardan have
provided for the extension of Chardan’s engagement to use its reasonable best efforts to act as the Company’s
sales agent in connection with the sale of the Company’s common stock, $.0001 par value per share (“Common
Stock”) in “at the market” or privately negotiated transactions of up to $50,000,000, depending upon market
conditions and at the discretion of the Company. The Chardan Amendment also provides for the termination of the Engagement
Agreement for any reason, with or without cause, upon five days written notice by either party and that Chardan will be
entitled to collect transaction fees with respect to any Common Stock or other securities offered by the Company sold to any
parties introduced to the Company by Chardan within nine months following the expiration or termination of the Engagement
Agreement.
The foregoing description of the Engagement
Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Engagement
Amendment attached hereto as Exhibit 10.1, which is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
10.1
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Amendment to Engagement Letter between PharmaCyte Biotech, Inc. and Chardan Capital Markets, LLC dated December 15, 2016.
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SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: December 21, 2016
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PHARMACYTE BIOTECH, INC.
By:
/s/ Kenneth L. Waggoner
Kenneth L. Waggoner
Chief Executive Officer, President and General
Counsel
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EXHIBIT INDEX
Exhibit
No.
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Description
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10.1
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Amendment to Engagement Letter between PharmaCyte
Biotech, Inc. and Chardan Capital Markets, LLC dated December 15, 2016.
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