Current Report Filing (8-k)
January 21 2020 - 5:15PM
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
Date of Report (Date of earliest event reported):
January 21, 2020
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
N/A
(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
Securities registered pursuant to Section
12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of exchange on which registered
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N/A
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N/A
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N/A
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the
Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company [_]
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. [_]
Item 1.01 Entry into a Material Definitive Agreement.
On January 17, 2020,
PharmaCyte Biotech, Inc. (“Company”), announced that it has entered into a Share Subscription Agreement (“Agreement”)
for a private placement (“Private Placement”) of its common stock, par value $0.0001 per share (“Common Stock”),
with an accredited investor (“Investor”). The Private Placement closed with respect to the Investor on January 21,
2020. As a result of the Private Placement, the Company expects to issue and sell 30,000,000 restricted shares of Common Stock
at a price of $0.005 per share (“Purchase Price”) for total expected gross proceeds of $150,000.
The issuance of the
Common Stock will be exempt from the registration requirements of the Securities Act of 1933, as amended (“Securities Act”),
pursuant to Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder and such Common Stock will therefore
be restricted. The Investor gave representations that he is an “accredited investor” (as defined under Rule 501 of
Regulation D) and that he is purchasing the Common Stock without a present view toward a distribution of the Common Stock. In addition,
there was no general solicitation conducted in connection with the offer and sale of the Common Stock.
The foregoing description
of the Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the form
of Agreement, which is attached hereto as Exhibit 10.1, and incorporated herein by reference in its entirety.
Item 3.02 Unregistered Sales of Equity Securities
The information contained
in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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: January 21, 2020
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PHARMACYTE BIOTECH, INC.
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By:
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/s/ Kenneth L. Waggoner
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Kenneth L. Waggoner
Chief Executive Officer, President and General Counsel
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