Current Report Filing (8-k)
October 10 2017 - 8:31AM
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
October 10, 2017
Date of Report (Date of earliest event reported)
PHARMACYTE BIOTECH, INC.
(Exact Name of Registrant as Specified in
its Charter)
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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
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. [_]
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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(d)
On October 9, 2017, the Board of Directors
(“Board”) of PharmaCyte Biotech, Inc., a Nevada corporation (“Company”), appointed Raymond C.F. Tong, M.D.
(“Dr. Tong”) to the Board to fill a vacancy created by the departure of certain members of the Board. Dr. Tong will
be a member of the Audit Committee of the Board. The Company is not aware of any transaction in which Dr. Tong has an interest
requiring disclosure under Item 404(a) of Regulation S-K.
In connection with Dr. Tong’s appointment
to the Board, the Company entered into a letter agreement (“Letter Agreement”) with Dr. Tong pursuant to which the
Company agreed to pay Dr. Tong $12,500 in cash for each calendar quarter of service on the Board and agreed to issue annually:
(i) 500,000 fully-paid, non-assessable shares of the Company’s restricted common stock (“Shares”); and (ii) a
five-year option to purchase 500,000 Shares (“Option”) to Dr. Tong at an exercise price equal to the fair market value
of the Company’s common stock on the date of grant. The Shares and the Option were fully vested on the date of the grants.
The Board approved the initial issuances of the Shares and the Option on October 9, 2017, and the Option has an exercise price
of $0.055 per share.
The foregoing description of the Letter
Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Letter Agreement,
a copy of which is filed as Exhibit 10.1 to this Form 8-K and is incorporated by reference herein.
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Item 7.01
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Regulation FD Disclosure.
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Attached hereto as Exhibit 99.1 is a copy
of the Company’s press release dated October 10, 2017, regarding the appointment of Dr. Tong to the Company’s Board.
The information furnished in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated: October 10, 2017
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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