Current Report Filing (8-k)
October 07 2022 - 4:54PM
Edgar (US Regulatory)
0001157075
false
0001157075
2022-10-06
2022-10-06
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): October
6, 2022
PHARMACYTE
BIOTECH, INC.
(Exact Name of Registrant as Specified in its Charter)
Nevada |
001-40699 |
62-1772151 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
3960
Howard Hughes Parkway, Suite
500 Las
Vegas,
Nevada |
89169 |
(Address of Principal Executive Offices) |
(Zip Code) |
|
|
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 (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of exchange on which registered |
Common Stock, Par Value $0.0001 Per Share |
|
PMCB |
|
The Nasdaq
Stock Market LLC |
|
|
|
|
|
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this Chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 6, 2022 (the “Separation
Date”), Kenneth L. Waggoner, the Chief Executive Officer, President and General Counsel of PharmaCyte Biotech, Inc. (the
“Company”) resigned from his position as an employee of the Company and its direct and indirect subsidiaries and affiliates
(collectively, the “Company Group”) and as a director on the Board of Directors of the Company (the “Board”).
Effective October 6, 2022, the Board appointed Joshua N. Silverman, a director on the Board since August 2022, as interim Chairman of
the Board, interim Chief Executive Officer and interim President of the Company. Mr. Silverman is expected to serve in such capacities
for an indeterminate amount of time and is expected to enter into a compensatory agreement, which will occur in the near future.
In connection with Mr. Waggoner’s
departure, on October 6, 2022, the Company entered into a Separation, Consulting and Release Agreement with Mr. Waggoner (the “Separation
Agreement”). The Separation Agreement becomes irrevocable seven days after execution of the Separation Agreement and becomes effective
on October 13, 2022 (the “Effective Date”). Pursuant to the Separation Agreement, the Company agreed to pay Mr. Waggoner
a lump sum payment of $216,667 within five business days of the Effective Date. In addition, Mr. Waggoner will be paid for his earned
but unpaid salary through the Separation Date in accordance with the Company’s payroll practices and reasonable business expenses
incurred prior to the Separation Date, as set forth on Exhibit A to the Separation Agreement. Mr. Waggoner will be entitled to continued
medical and health benefits at his sole expense and retain his option to purchase 15,000 shares of common stock of the Company and 23,000
restricted stock units previously granted to Mr. Waggoner. The Separation Agreement includes mutual releases of claims, by Mr. Waggoner
in favor of the Company and certain Company Parties (as defined therein) and by the Company in favor of Mr. Waggoner, and mutual non-disparagement
obligations on Mr. Waggoner and on the Company. Mr. Waggoner remains subject to certain restrictive covenants, including any confidentiality,
non-compete, non-solicit, invention assignment, or similar agreement or arrangement to which he is a party with any member of the Company
Group and Sections 5 through 7 of the Amended and Restated Executive Compensation Agreement, dated May 8, 2022, between the Company and
Mr. Waggoner. During the twelve months immediately following the Separation Date (the “Consulting Period”), Mr. Waggoner agreed
to serve as a consultant to facilitate the orderly transfer of work to other employees of the Company. In consideration for Mr. Waggoner’s
consulting services, the Company will pay Mr. Waggoner $433,333, payable in twelve installments at the end of each month of the Consulting
Period in arrears.
The foregoing summary
of the Separation Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the
Separation Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01 |
Regulation FD Disclosure. |
On October 7, 2022, the
Company issued a press release announcing the executive transition discussed above in Item 5.02. A copy of the press release is furnished
as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished
pursuant to this Item 7.01, including Exhibit 99.1, will not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and will
not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange
Act, except as will be expressly set forth by specific reference in such filing.
Item 9.01 |
Financial Statements and 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.
Date: October 7, 2022 |
PHARMACYTE BIOTECH, INC. |
|
|
|
|
|
|
|
By: |
/s/ Joshua N. Silverman
Joshua N. Silverman
Interim Chief Executive Officer and Interim President |
PharmaCyte Biotech (NASDAQ:PMCB)
Historical Stock Chart
From Aug 2024 to Sep 2024
PharmaCyte Biotech (NASDAQ:PMCB)
Historical Stock Chart
From Sep 2023 to Sep 2024