Current Report Filing (8-k)
May 15 2018 - 7:01AM
Edgar (US Regulatory)
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
May 14, 2018
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
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
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
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Entry into a Material Definitive Agreement.
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On May 14, 2018, PharmaCyte Biotech, Inc. (“Company”)
entered into amendments to material agreements “(Amendments”) with SG Austria Pte. Ltd. (“SG Austria”)
and Austrianova Singapore Pte. Ltd. (“Austrianova Singapore” and together with SG Austria, “Austrianova”),
to memorialize their agreement to amend certain written agreements between them.
The Amendments provide that the Company’s obligation to
make milestone payments to Austrianova will be eliminated in their entirety under (i) the License Agreement between the Company
and Austrianova Singapore dated as of December 1, 2014, as amended (“Cannabis License Agreement”), (ii) the License
Agreement between the Company and Austrianova Singapore dated as of June 25, 2013, as amended (“Diabetes License Agreement”)
and (iii) the Asset Purchase Agreement between the Company and SG Austria dated as of May 26, 2011, as amended and clarified (“Asset
Purchase Agreement”). One of the Amendments also provides that the scope of the Diabetes License Agreement will be expanded
to include all cell types and cell lines of any kind or description now or later identified, including, but not limited to, primary
cells, mortal cells, immortal cells and stem cells at all stages of differentiation and from any source specifically designed to
produce insulin for the treatment of diabetes.
In addition, one of the Amendments provides that the Company
will have a 5-year right of first refusal in the event that Austrianova chooses to sell, transfer or assign at any time during
such period the Cell-in-a-Box
®
tradename and its associated technology, intellectual property, trade secrets and
know-how, which includes the right to purchase any manufacturing facility used for the Cell-in-a-Box
®
encapsulation
process and a non-exclusive license to use the special cellulose sulphate utilized with the Cell-in-a-Box
®
encapsulation
process (collectively, “Associated Technologies”);
provided, however
, that the Associated Technologies subject
to the right of first refusal do not include Bac-in-a-Box
®
. Additionally, for a period of one year from August 30,
2017 one of the Amendments provides that Austrianova will not solicit, negotiate or entertain any inquiry regarding the potential
acquisition of the Cell-in-a-Box
®
and its Associated Technologies.
The Amendments further provide that (i) the royalty payments
on gross sales as specified in the Cannabis License Agreement, the Diabetes License Agreement and the Asset Purchase Agreement
will be changed to 4% and (ii) the royalty payments on amounts received by the Company from sublicensees on sublicensees’
gross sales under the same agreements will be changed to 20% of the amount received by the Company from its sublicensees,
provided,
however,
that in the event the amounts received by the Company from sublicensees is 4% or less of sublicensees’ gross
sales, Austrianova will receive 50% of what the Company receives (up to 2%) and then additionally 20% of any amount the Company
receives over 4%.
The Amendments provide that Austrianova will receive 50% of
any other financial and non-financial consideration received from the Company’s sublicensees of the Cell-in-a-Box
®
technology. One of the Amendments also provides that the Company will pay Austrianova Singapore $150,000 per month for a period
of nine months.
Finally, one of the Amendments provides that Prof. Walter H.
Günzburg, who currently serves as the Chief Scientific Officer of the Company, will not receive any cash compensation from
the Company for services rendered as the Company’s Chief Scientific Officer for a period of six months beginning September
1, 2017.
The foregoing summary of the Amendments is subject to, and qualified
in their entirety by, the Amendments which are filed as Exhibit 10.1, 10.2 and 10.3 to this Current Report on Form 8-K and incorporated
herein by reference.
(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: May 14, 2018
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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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EXHIBIT INDEX