PHARMACYTE BIOTECH, INC. 10-Q

Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended January 31, 2025

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number 001-40699

PHARMACYTE BIOTECH, INC.

(Exact name of registrant as specified in its charter)

Nevada	62-1772151
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

3960 Howard Hughes Parkway, Suite 500, Las Vegas, NV 89169

(Address of principal executive offices)

(917) 595-2850

(Registrant’s telephone number, including area code)


Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, Par Value $0.0001 Per Share	PMCB	The Nasdaq Stock Market LLC (Nasdaq Capital Market)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

	Large accelerated filer ☐	Accelerated filer ☐
	Non-accelerated filer ☒	Smaller reporting company ☒
	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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of March 7, 2025, the registrant had 6,863,699 outstanding shares of common stock, with a par value of $0.0001 per share.

PHARMACYTE BIOTECH, INC.

INDEX TO QUARTERLY REPORT ON FORM 10-Q

FOR THE THREE AND NINE MONTHS ENDED JANUARY 31, 2025

		Page

PART I.	FINANCIAL INFORMATION	3

Item 1.	Condensed Consolidated Financial Statements (Unaudited)	3

	Condensed Consolidated Balance Sheets as of January 31, 2025, and April 30, 2024 (Unaudited)	3

	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended January 31, 2025, and 2024 (Unaudited)	4

	Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended January 31, 2025, and 2024 (Unaudited)	5

	Condensed Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders’ Equity for the Three and Nine Months Ended January 31, 2025, and 2024 (Unaudited)	6

	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended January 31, 2025, and 2024 (Unaudited)	8

	Notes to Condensed Consolidated Financial Statements (Unaudited)	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34

Item 4.	Controls and Procedures	34

PART II.	OTHER INFORMATION	36

Item 1.	Legal Proceedings	36

Item 1A.	Risk Factors	36

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	36

Item 3.	Defaults Upon Senior Securities	37

Item 4.	Mine Safety Disclosures	37

Item 5.	Other Information	37

Item 6.	Exhibits	37

	Signatures	38

PART I – FINANCIAL INFORMATION

Item 1. Financial Information.

PHARMACYTE BIOTECH, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)


	January 31, 2025			April 30, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	16,383,460		$	50,179,968
Marketable equity securities		372,632			–
Prepaid expenses and other current assets		207,362			259,800
Total current assets		16,963,454			50,439,768

Other assets:
Intangible asset		1,549,427			1,549,427
Investment in preferred stock and warrants – TNF		18,630,000			–
Convertible note receivable – Femasys		3,356,000			2,755,000
Warrant asset – Femasys		3,322,000			5,152,000
Other asset		7,688			7,688
Total other assets		26,865,115			9,464,115

Total Assets	$	43,828,569		$	59,903,883

LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	484,948		$	389,369
Accrued expenses		709,436			735,199
Accrued Series B convertible preferred stock redemption and dividends		–			6,296,696
Total current liabilities		1,194,384			7,421,264

Other liabilities:
Warrant liability		2,384,000			10,784,000
Derivative liability		–			2,184,000
Total other liabilities		2,384,000			12,968,000

Total Liabilities		3,578,384			20,389,264

Commitments and Contingencies (Notes 7 and 9)		–

Convertible Preferred Stock:
Series B convertible preferred stock: authorized 35,000 shares, $0.0001 par value and $1,000 face value, 0 and 14,646 shares issued and outstanding excluding 0 and 5,833 shares subject to redemption as of January 31, 2025 and April 30, 2024, respectively. Liquidation preference of $0 and $15,060,421, as of January 31, 2025 and April 30, 2024, respectively		–			11,867,016
Stockholders' equity:
Preferred stock, authorized 10,000,000		–			–
Series A preferred stock: authorized 1 share, $0.0001 par value and 0 shares issued and outstanding as of January 31, 2025 and April 30, 2024		–			–
Common stock: authorized 200,000,000 shares, $0.0001 par value; shares issued 21,672,095, shares outstanding 6,904,894 as of January 31, 2025, and shares issued 21,672,078, shares outstanding 8,037,624 as of April 30, 2024		2,167			2,167
Additional paid-in capital		181,425,703			185,334,173
Accumulated deficit		(96,718,543	)		(115,625,010	)
Treasury stock, at cost, 14,767,201 and 13,634,454 shares as of January 31, 2025, and April 30, 2024, respectively		(44,434,656	)		(42,040,216	)
Accumulated other comprehensive loss		(24,486	)		(23,511	)
Total stockholders' equity		40,250,185			27,647,603

Total Liabilities, Convertible Preferred Stock and Stockholders' Equity	$	43,828,569		$	59,903,883

See accompanying Notes to Condensed Consolidated Financial Statements.

PHARMACYTE BIOTECH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)


	Three Months Ended January 31,						Nine Months Ended January 31,
	2025			2024			2025			2024

Revenue	$	–		$	–		$	–		$	–

Operating expenses:
Research and development costs		118,196			126,732			311,682			313,248
Compensation expense		232,863			620,777			905,680			1,089,934
Director fees		138,000			638,762			414,000			995,715
Legal and professional		230,036			230,772			1,210,277			1,075,073
General and administrative		241,157			251,903			494,359			1,879,822
Total operating expenses		960,252			1,868,946			3,335,998			5,353,792

Loss from operations		(960,252	)		(1,868,946	)		(3,335,998	)		(5,353,792	)

Other income (expenses):
Interest income		255,692			881,662			1,185,686			2,651,721
Change in fair value of warrant liability		4,487,000			10,000			8,400,000			2,633,000
Change in fair value of derivative liability		–			636,000			2,184,000			(663,000	)
Change in fair value of convertible note receivable		(79,000	)		138,000			601,000			138,000
Change in fair value of warrant asset - Femasys		(596,000	)		(416,000	)		(1,830,000	)		(416,000	)
Change in fair value of investment - TNF		(6,225,000	)		–			(9,765,734	)		–
Gain on related party investment - TNF		–			–			21,395,734			–
Unrealized gain on marketable securities		72,632			–			72,632			–
Other expense		(400	)		(253	)		(852	)		(2,867	)
Total other income, net		(2,085,076	)		1,249,409			22,242,466			4,340,854

Net income (loss)		(3,045,328	)		(619,537	)		18,906,468			(1,012,938	)

Preferred stock dividends		–			(781,507	)		(1,129,759	)		(1,688,242	)
Preferred stock accretion		–			(4,219,069	)		(3,193,404	)		(11,995,681	)

Net income (loss) attributable to common stockholders	$	(3,045,328	)	$	(5,620,113	)	$	14,583,305		$	(14,696,861	)

Basic and diluted income (loss) per share attributable to common stockholders	$	(0.44	)	$	(0.65	)	$	1.67		$	(1.47	)

Weighted average shares outstanding basic and diluted		6,960,014			8,606,957			7,487,813			9,991,326

See accompanying Notes to Condensed Consolidated Financial Statements.

PHARMACYTE BIOTECH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)


	Three Months Ended January 31,						Nine Months Ended January 31,
	2025			2024			2025			2024

Net income (loss)	$	(3,045,328	)	$	(619,537	)	$	18,906,468		$	(1,012,938	)

Other comprehensive income (loss):
Foreign currency translation		(1,219	)		1,070			(975	)		(70	)
Other comprehensive income (loss)		(1,219	)		1,070			(975	)		(70	)
Comprehensive income (loss)	$	(3,046,547	)	$	(618,467	)	$	18,905,493		$	(1,013,008	)

See accompanying Notes to Condensed Consolidated Financial Statements.

PHARMACYTE BIOTECH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY

THREE AND NINE MONTHS ENDED JANUARY 31, 2025 AND 2024

(UNAUDITED)


	Preferred Stock					Common Stock			Additional Paid-in			Treasury Stock					Accumulated			Accumulated Other Comprehensive			Total Stockholders’
	Shares		Amount			Shares	Amount		Capital			Shares		Amount			Deficit			Loss			Equity

Balance, April 30, 2023	–		$	–		21,602,078	$	2,160	$	202,230,583		(4,808,098	)	$	(13,560,623	)	$	(115,958,773	)	$	(23,003	)	$	72,690,344
Stock issued for warrant exercise	–			–		70,000		7		63		–			–			–			–			70
Accrued preferred stock dividends	–			–		–		–		(319,849	)	–			–						–			(319,849	)
Preferred stock accretion	–			3,272,033		–		–		(3,272,033	)	–			–			–			–			(3,272,033	)
Foreign currency translation adjustment	–			–		–		–		–		–			–			–			451			451
Net loss	–			–		–		–		–		–			–			(3,183,297	)		–			(3,183,297	)
Repurchase of common stock	–			–		–		–		–		(8,085,879	)		(26,721,897	)		–			–			(26,721,897	)
Issuance of Series B Preferred Stock, net of discounts and issuance costs of $18,246,925	35,000			16,753,075		–		–		–		–			–			–			–			–
Balance, July 31, 2023	35,000			20,025,108		21,672,078		2,167		198,638,764		(12,893,977	)		(40,282,520	)		(119,142,070	)		(22,552	)		39,193,789

Series B preferred stock subject to redemption	(3,520	)		(3,188,536	)	–		–		–		–			–			–			–			–
Series B preferred stock dividends	–			–		–		–		(586,886	)	–			–			–			–			(586,886	)
Preferred stock accretion	–			4,461,097		–		–		(4,461,097	)	–			–			–			–			(4,461,097	)
Repurchase of common stock	–			–		–		–		–		(78,109	)		(166,603	)		–			–			(166,603	)
Foreign currency translation adjustment	–			–		–		–		–		–			–			–			(1,591	)		(1,591	)
Net income	–			–		–		–		–		–			–			2,789,896			–			2,789,896
Balance, October 31, 2023	31,480		$	21,297,669		21,672,078	$	2,167	$	193,590,781		(12,972,086	)	$	(40,449,123	)	$	(116,352,174	)	$	(24,143	)	$	36,767,508
Stock-based compensation options	–			–		–		–		674,693		–			–			–			–			674,693
Series B preferred stock subject to redemption	(8,083	)		(8,041,520	)	–		–		–		–			–			–			–			–
Series B preferred stock dividends	–			–		–		–		(781,507	)	–			–			–			–			(781,507	)
Preferred stock accretion	–			4,262,551		–		–		(4,262,551	)	–			–			–			–			(4,262,551	)
Repurchase of common stock	–			–		–		–		–		(178,833	)		(404,717	)		–			–			(404,717	)
Foreign currency translation adjustment	–			–		–		–		–		–			–			–			1,070			1,070
Net income	–			–		–		–		–		–			–			(619,537	)		–			(619,537	)
Balance, January 31, 2024	23,397		$	17,518,700		21,672,078	$	2,167	$	189,221,416		(13,150,919	)	$	(40,853,840	)	$	(116,971,711	)	$	(23,073	)	$	31,374,959

(continued)


	Preferred Stock					Common Stock			Additional Paid-in			Treasury Stock					Accumulated			Accumulated Other Comprehensive			Total Stockholders’
	Shares		Amount			Shares	Amount		Capital			Shares		Amount			Deficit			Loss			Equity

Balance, April 30, 2024	14,646			11,867,016		21,672,078	$	2,167		185,334,173		(13,634,454	)	$	(42,040,216	)	$	(115,625,010	)	$	(23,511	)	$	27,647,603
Stock-based compensation options	–			–		–		–		222,677		–			–			–			–			222,677
Preferred stock accretion	–			2,148,047		–		–		(2,148,047	)	–			–			–			–			(2,148,047	)
Series B preferred stock redemption	(2,917	)		(2,893,144	)	–		–		–		–			–			–			–			–
Series B preferred stock subject to redemption	(5,833	)		(5,788,805	)	–		–		–		–			–			–			–			–
Preferred stock dividends				–		–		–		(685,801	)													(685,801	)
Foreign currency translation adjustment	–			–		–		–		–		–			–			–			183			183
Net income	–			–		–		–		–		–			–			23,421,355			–			23,421,355
Repurchase of common stock	–			–		–		–		–		(320,346	)		(749,600	)		–			–			(749,600	)
Balance, July 31, 2024	5,896			5,333,114		21,672,078		2,167		182,723,002		(13,954,800	)		(42,789,816	)		(92,203,655	)		(23,328	)		47,708,370

Fractional shares adjustment						17		–		–		–						–			–			–
Stock-based compensation options	–			–		–		–		119,155		–			–			–			–			119,155
Preferred stock accretion	–			1,045,357		–		–		(1,045,357	)	–			–			–			–			(1,045,357	)
Series B preferred stock redemption	(2,917	)		(2,868,607	)	–		–		–		–			–			–			–			–
Series B preferred stock subject to redemption	(2,979	)		(3,509,864	)	–		–		–		–			–			–			–			–
Preferred stock dividends				–		–		–		(443,958	)													(443,958	)
Foreign currency translation adjustment	–			–		–		–		–		–			–			–			61			61
Net loss	–			–		–		–		–		–			–			(1,469,560	)		–			(1,469,560	)
Repurchase of common stock	–			–		–		–		–		(683,036	)		(1,417,565	)		–			–			(1,417,565	)
Balance, October 31, 2024	–			–		21,672,095		2,167		181,352,842		(14,637,836	)		(44,207,381	)		(93,673,215	)		(23,267	)		43,451,146

Stock-based compensation options	–			–		–		–		72,861		–			–			–			–			72,861
Foreign currency translation adjustment	–			–		–		–		–		–			–			–			(1,219	)		(1,219	)
Net loss				–		–		–		–		–			–			(3,045,328	)		–			(3,045,328	)
Repurchase of common stock	–			–		–		–		–		(129,365	)		(227,275	)		–			–			(227,275	)
Balance, January 31, 2025	–			–		21,672,095	$	2,167		181,425,703		(14,767,201	)	$	(44,434,656	)	$	(96,718,543	)	$	(24,486	)	$	40,250,185

See accompanying Notes to Condensed Consolidated Financial Statements.

PHARMACYTE BIOTECH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	Nine Months Ended January 31,
	2025			2024
Cash flows from operating activities:
Net income (loss)	$	18,906,468		$	(1,012,938	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Gain on related party investment – TNF		(21,395,734	)		–
Non-cash interest income		(300,000	)		–
Stock-based compensation		414,693			674,693
Unrealized gain on marketable equity securities		(72,632	)		–
Change in fair value of warrant liability		(8,400,000	)		(2,633,000	)
Change in fair value of derivative liability		(2,184,000	)		663,000
Change in fair value of convertible note receivable		(601,000	)		(138,000	)
Change in fair value of warrant asset – Femasys		1,830,000			416,000
Change in fair value of investment – TNF		9,765,734			–
Change in assets and liabilities:
(Increase) decrease in prepaid expenses and other current assets		52,438			(

SEC Form 10-Q filed by PharmaCyte Biotech Inc.