Item 1.01 Entry into a Material Definitive
Agreement.
On August 9, 2021, PharmaCyte Biotech, Inc. (“Company”)
entered into an underwriting agreement (“Underwriting Agreement”) with H.C. Wainwright & Co., LLC (“Underwriter”)
as underwriter in connection with a public offering (“Public Offering) of an aggregate of (i) 2,630,385 shares of common stock,
par value $0.0001 (“Shares”), and 899,027 pre-funded warrants (“Pre-funded Warrants”) to purchase common stock,
and (ii) common stock warrants to purchase 3,529,412 shares of common stock (“Common Warrants”). Each share of common stock
(or pre-funded warrant in lieu thereof) is being sold together with one warrant to purchase one share of common stock at an effective
combined public offering price of $4.25 per share of common stock and accompanying warrant, less underwriting discounts and commissions.
The Common Warrants have an exercise price of $4.25 per share, are exercisable immediately, and will expire five years following the date
of issuance. The Pre-funded Warrants have an exercise price of $0.001 per share, are exercisable immediately, and do not have an expiration
date. In addition, the Company granted the Underwriter a 30-day option to purchase up to 529,411 Shares and/or Common Warrants at the
public offering price, less the underwriting discounts and commissions.
The Company expects to receive gross proceeds
from the Public Offering of approximately $15 million before deducting underwriting discounts and commissions and other estimated expenses.
The closing of the Public Offering is expected
to take place August 12, 2021, subject to customary closing conditions.
The Shares, Pre-funded Warrants and Common Warrants
are being offered and sold to the public pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-255044)
initially filed with the Securities and Exchange Commission (“Commission”) on April 5, 2021 and declared effective on April
14, 2021 (“Registration Statement”). A prospectus supplement relating to the Public Offering was filed with the Commission
on August 10, 2021 (“Prospectus Supplement”).
Pursuant to the Underwriting Agreement, the Company
has agreed to pay the Underwriter an underwriting discount equal to 7.5% of the aggregate gross proceeds raised in the Public Offering.
In addition, the Company has agreed to issue to the Underwriter or its designees warrants (“Underwriter Warrants”) to purchase
a number of shares of common stock equal to 7.5% of the number of Shares sold in the Public Offering. The issuance of the Underwriter
Warrants and the shares of common stock issuable upon exercise of the Underwriter Warrants are registered pursuant to the Registration
Statement. The Company has also agreed to pay the Underwriter a management fee equal to 1% of the aggregate gross proceeds in the Public
Offering and has agreed to reimburse the Underwriter for certain expenses incurred in connection with the Public Offering.
The Underwriting Agreement contains customary
representations, warranties and agreements by the Company and customary conditions to closing. In addition, the Company and each of its
executive officers and directors have agreed, subject to certain exceptions set forth in the lock-up agreements, not to sell, offer, agree
to sell, contract to sell, hypothecate, pledge, grant any option to purchase, make any short sale of, or otherwise dispose of, directly
or indirectly, any shares of the Company’s common stock, or any securities convertible into or exercisable or exchangeable for shares
of the Company’s common stock, for 90 days from the date of the Prospectus Supplement relating to this offering without the prior
written consent of the Underwriter.
Pursuant to the Underwriting Agreement, the Company
agreed to indemnify the Underwriter against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the
“Securities Act”), and liabilities arising from breaches of representations and warranties contained in the Underwriting Agreement.
The Company has agreed not to effect any issuance of Common Stock or securities convertible into Common Stock involving a Variable Rate
Transaction, as defined in the Underwriting Agreement for a period of one year.
The foregoing descriptions of the Underwriting
Agreement, Pre-funded Warrants, Common Warrants and Underwriter Warrants are qualified in their entirety by reference to the full text
of the Underwriting Agreement and the Forms of the Pre-Funded Warrants, Common Warrants and Underwriter Warrants which are attached to
this Current Report on Form 8-K as Exhibits 1.1, 4.1, 4.2 and 4.3, respectively, and incorporated herein by reference in their entirety.
The Company notes that the representations, warranties
and covenants made by the Company in any agreement that is filed as an exhibit to any document that is incorporated by reference in the
Prospectus Supplement or the accompanying base prospectus were made solely for the benefit of the parties to such agreement, including,
in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation,
warranty or covenant to or in favor of any stockholder or potential stockholder of the Company other than the parties thereto. In addition,
the assertions embodied in any representations, warranties and covenants contained in such agreements may be subject to qualifications
with respect to knowledge and materiality different from those applicable to security holders generally. Moreover, such representations,
warranties or covenants were accurate only as of the date when made, except where expressly stated otherwise. Accordingly, such representations,
warranties and covenants should not be relied on as accurately representing the current state of the Company’s affairs at any time.
This report contains forward-looking statements.
Forward-looking statements include, but are not limited to, statements that express the Company’s intentions, beliefs, expectations,
strategies, predictions or any other statements related to the Company’s future activities, or future events or conditions, including
those relating to the closing of the offering and the possible exercise of the Underwriter’s over-allotment option. These statements
are based on current expectations, estimates and projections about the Company’s business based, in part, on assumptions made by
management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult
to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in the forward-looking statements
due to numerous factors, including those risks discussed in the Company’s Prospectus Supplement, Annual Report on Form 10-K and
in other documents that the Company files from time to time with the Commission. Any forward-looking statements speak only as of the date
on which they are made, and the Company does not undertake any obligation to update any forward-looking statement to reflect events or
circumstances after the date of this report, except as required by law.
The Prospectus Supplement relating to the Public
Offering was filed with the Commission and is available on the Commission’s web site at http://www.sec.gov. Copies of the Prospectus
Supplement may also be obtained from the web site maintained by the Underwriter, and the Underwriter may distribute the Prospectus Supplement
electonically.
An opinion of Ballard Spahr LLP regarding the
validity under Nevada law of the shares to be issued and sold in the offering by the Company is filed as Exhibit 5.1 and an opinion of
Troutman Pepper Hamilton Sanders LLP regarding the validity of the warrants to be sold in the offering by the Company is filed as Exhibit
5.2.
This Current Report on Form 8-K does not constitute
an offer to sell or the solicitation of an offer to buy, and these securities cannot be sold in any state or jurisdiction in which this
offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any state or jurisdiction.
Any offer will be made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration
statement.