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): ~~September~~October 230, 2025

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 15.~~01.~~02 ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~On September 2, 2025, PharmaCyte Biotech, Inc.~~ (~~the “Company”~~e) At ~~entered~~the ~~into~~Special aMeeting ~~Securities Purchase Agreement~~ (~~the~~as ~~“Purchase~~defined ~~Agreement”~~below), ~~with~~stockholders ~~TNF~~of ~~Pharmaceuticals~~PharmaCyte Biotech, Inc. (the “~~TNF~~Company”), ~~pursuant~~approved toan ~~which~~amendment ~~it agreed~~ to ~~purchase~~the ~~from TNF in a private placement (i) shares of TNF~~Company’s ~~newly~~2022 ~~designated~~Equity ~~Series~~Incentive Plan Hto, ~~convertible~~among ~~preferred~~other ~~stock~~things, (increase the ~~“TNF~~number ~~Preferred~~of ~~Shares”), convertible into 600,000~~ shares of ~~TNF~~the Company’s common stock, ~~par value $0.001 per share~~ (the “~~TNF~~ Common ~~Shares~~Stock”), ~~and (ii) warrants to purchase up~~available tofor ~~600,000 TNF Common Shares (~~the ~~“TNF~~grant ~~Warrants”) that expire five years from the date that TNF’s stockholders approve the issuance~~ of ~~more~~awards ~~than~~by ~~19.99% of TNF’s outstanding shares of TNF Common Stock in accordance with Nasdaq listing standards (the “Stockholder Approval”)~~2, ~~for an aggregate purchase price of $3~~250,000~~,000~~ shares (~~the~~as ~~purchase of the TNF Preferred Shares and the TNF Warrants~~amended, the “~~Transaction”).~~2022 ~~The~~Equity ~~closing~~Incentive ~~of the Transaction occurred on September 4, 2025, subject to the satisfaction of customary closing conditions (the “Closing~~Plan”).

The ~~Purchase~~foregoing ~~Agreement contains~~description ~~certain~~of ~~representations~~the ~~and~~2022 ~~warranties,~~Equity Incentive ~~covenants~~Plan ~~and~~does ~~indemnities~~not ~~customary~~purport ~~for similar transactions. Pursuant~~ to ~~the~~be ~~Purchase Agreement,~~complete ~~the~~and ~~Company~~is ~~has~~qualified ~~the right to participate~~ in ~~future~~its ~~sales~~entirety ofby ~~TNF’s~~reference ~~equity~~to ~~and~~the ~~equity-linked~~full ~~securities~~text ~~until the later~~ of ~~(x)~~ the ~~date~~2022 ~~the~~Equity Incentive ~~TNF~~Plan, ~~Preferred~~a ~~Shares~~copy ~~are~~of nowhich ~~longer~~is ~~outstanding~~attached ~~and~~as ~~(y)~~Exhibit ~~the~~10.1 ~~Maturity~~to ~~Date~~this ofCurrent ~~the~~Report ~~TNF~~on ~~Preferred~~Form ~~Shares~~8-K ~~(as~~and ~~defined~~incorporated ~~in the~~herein ~~Certificate of Designations (as defined below))~~by reference.

~~The~~Item ~~TNF~~5.07 ~~Preferred Shares~~Submission of Matters to a Vote of Security Holders.

~~The~~On ~~terms~~October of30, 2025, the ~~TNF Preferred~~Company ~~Shares~~held ~~are~~a asspecial meeting ~~set forth in the Certificate~~ of ~~Designations~~stockholders ~~of Series H Convertible Preferred Stock~~ (the “~~Certificate~~Special ~~of Designations~~Meeting”), ~~which~~via ~~TNF~~live ~~filed~~webcast. ~~with~~At the ~~Secretary~~Special ofMeeting, ~~State for the State of Delaware on September 4~~2,866,944 ~~2025.~~shares ~~Following the receipt~~ of ~~Stockholder~~voting ~~Approval~~stock, ~~the TNF Preferred Shares will be convertible into TNF Common Shares (the “TNF Conversion Shares”)~~ ator ~~the~~approximately ~~election~~37.1% of the ~~Company~~outstanding atshares ~~any time at an initial conversion price~~ of ~~$5.00 (the “Conversion Price”). The Conversion Price is subject to customary adjustments for~~ stock ~~dividends,~~entitled ~~stock splits, reclassifications and the like, and subject~~ to ~~price-based adjustment~~vote inat the ~~event of any issuances of TNF Common Shares~~meeting, orwere ~~securities~~represented ~~convertible,~~by ~~exercisable~~proxy or ~~exchangeable~~in ~~for TNF Common Shares~~person, at representing a ~~price below the then-applicable Conversion Price (subject to certain exceptions)~~quorum.

~~Pursuant~~At to the ~~Certificate of~~Special ~~Designations~~Meeting, the ~~Company~~stockholders ~~will be entitled to dividends~~ of ~~7.0% per annum, compounded monthly, which will be payable in cash. Upon~~ the Company ~~occurrence~~voted ~~and during the continuance of a Triggering Event (~~as ~~defined~~set inforth ~~the~~below ~~Certificate~~on ofthree ~~Designations)~~proposals, ~~the~~each ~~TNF Preferred Shares will accrue dividends at the rate~~ of ~~15%~~which ~~per~~is ~~annum.~~described ~~Upon~~in ~~conversion,~~detail in the Company’s isdefinitive ~~also~~proxy ~~entitled to receive a dividend make-whole payment.~~statement ~~The~~filed ~~Company will be entitled to vote~~ with ~~holders of~~ the ~~TNF~~Securities ~~Common~~and ~~Shares~~Exchange Commission on asOctober ~~as-converted basis~~6, ~~with~~2025. ~~the~~The ~~number~~final ofvoting ~~votes~~results tofor ~~which the~~each ~~Company~~matter issubmitted ~~initially entitled~~ to ~~be calculated assuming~~ a ~~conversion~~vote ~~price~~ of ~~$5.00 per share (and in no event less than $4.83 per~~ ~~share).~~the ~~TNF~~Company’s ~~ability~~stockholders toare ~~settle~~as ~~conversions and make dividend make-whole payments by issuing TNF Common Shares is subject to certain limitations set forth in the Certificate of Designations.~~follows:

~~The~~Proposal Certificate of Designations includes certain Triggering Events (as defined in the Certificate of Designations), including, among other things, the failure by TNF to file and maintain an effective registration statement covering the sale of the securities registrable pursuant to the Registration Rights Agreement (as defined below) and the failure by TNF to pay any amounts to the Company when due1. InIssuance ~~connection with a Triggering Event, the Company will be able to require TNF to redeem in cash any or all~~ of ~~its TNF Preferred~~ Shares atof aour ~~premium set forth in the~~Common ~~Certificate of Designations~~Stock.

~~TNF~~The ~~will~~Company’s bestockholders ~~subject~~voted to authorize, ~~certain~~for ~~affirmative~~purposes ~~and~~of ~~negative~~complying ~~covenants~~with ~~regarding~~Nasdaq Listing Rule 5635(d), the ~~incurrence~~issuance of ~~indebtedness,~~shares ~~restricted~~of ~~payments~~Common Stock underlying shares of convertible preferred stock and ~~investment~~warrants ~~transactions~~issued by the Company pursuant to the terms of (a) that certain Securities Purchase Agreement, dated August 17, 2025, ~~redemptions~~by and ~~cash~~among ~~dividends~~the Company and the investors named therein and (b) that certain engagement letter by and among the Company and GP Nurmenkari Inc. as placement agent, in an amount equal to or in excess of 20% of the ~~transfer~~Company’s Common Stock outstanding before the issuance of ~~assets,~~such convertible preferred stock and ~~cash~~warrants ~~minimum~~(including upon the operation of anti-dilution provisions contained in such convertible preferred stock and warrants), ~~among~~by ~~other~~the ~~matters.~~following votes:

Shares Voted For		Shares Voted Against		Abstentions
1,649,395		249,100		47,316

~~The~~Proposal ~~TNF~~2. ~~Warrants~~Amendment to the Company’s 2022 Equity Incentive Plan.

The ~~TNF~~Company’s ~~Warrants~~stockholders ~~are exercisable~~voted ~~for~~to ~~TNF Common Shares (the “TNF Warrant Shares”) upon receipt of Stockholder Approval at an exercise price of~~approve ~~$5.00~~a ~~per~~proposed ~~share~~amendment ~~(the~~to ~~“Exercise Price”) and expire five years from~~ the ~~date~~Company’s of2022 ~~Stockholder~~Equity ~~Approval.~~Incentive ~~The~~Plan ~~Exercise Price is subject~~ to, ~~customary~~among ~~adjustments~~other ~~for stock dividends~~things, ~~stock~~increase ~~splits, reclassifications and~~ the ~~like,~~number ~~and~~of ~~subject~~shares ~~to price-based adjustment,~~available onfor ~~a “full ratchet” basis, in~~ the ~~event~~grant of ~~any~~awards ~~issuances~~by ~~of TNF Common Stock~~2, ~~or securities convertible~~250,000 ~~exercisable or exchangeable for TNF Common Stock~~shares, atby ~~a price below~~ the ~~then-applicable~~following ~~Exercise Price (subject to certain exceptions).~~votes:

Registration Rights

Shares Voted For		Shares Voted Against		Abstentions
2,348,827		399,696		118,421

The TNF Preferred Shares, the TNF Conversion Shares, the TNF Warrants and the TNF Warrant Shares have not been registered under the Securities Act of 1933, as amended. The Company and TNF entered into a Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which TNF will be required to file a resale registration statement (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) to register for resale 200% of the TNF Conversion Shares and the TNF Warrant Shares within 15 calendar days after Closing, and to have such Registration Statement declared effective by the Effectiveness Date (as defined in the Registration Rights Agreement).2

~~The~~Proposal ~~foregoing descriptions~~3. ofAdjournment ~~the Purchase Agreement, the Certificate~~ of ~~Designations,~~ the ~~TNF~~Special Warrants and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Purchase Agreement, the Certificate of Designations, the TNF Warrants and the Registration Rights Agreement, forms of which are filed as Exhibits 10Meeting.~~1, 10.2, 10.3 and 10.4, respectively, to this Current Report on Form 8-K and incorporated herein by reference.~~

~~Item~~The ~~2.01.~~Company’s ~~Completion~~stockholders voted to approve the adjournment of ~~Acquisition~~the Special Meeting to a later date or ~~Disposition~~dates, if necessary or appropriate, to solicit additional proxies if there were insufficient votes to adopt either of ~~Assets~~Proposal 1 or 2 or to establish a quorum, by the following votes:.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

Shares Voted For		Shares Voted Against		Abstentions
2,496,898		311,836		58,210

Item 79.01. ~~Regulation~~Financial FDStatements ~~Disclosure~~and Exhibits.

On(d) ~~September 2, 2025, the Company issued a press release announcing the Transaction~~Exhibits. ~~A copy of the press release is attached as Exhibit 99.1 hereto.~~

~~Item~~The ~~9.01.~~following ~~Financial~~exhibits ~~Statements~~are ~~and~~filed ~~Exhibits.~~as part of this report:

(a) The Company will file with the SEC any financial statements required to be filed pursuant to Item 9.01(a) of Form 8-K within 71 days after the date on which this Current Report on Form 8-K was required to be filed with the SEC.

Exhibit Number		Description
10.1		PharmaCyte Biotech, Inc. 2022 Equity Incentive Plan, As Amended
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

(b) The Company will file with the SEC any pro forma financial information required to be filed pursuant to Item 9.01(b) of Form 8-K within 71 days after the date on which this Current Report on Form 8-K was required to be filed with the SEC.3

~~(d) Exhibits~~SIGNATURES

Exhibit		Description
10.1*		Form of Securities Purchase Agreement, dated September 2, 2025 by and among PharmaCyte Biotech, Inc. and TNF Pharmaceuticals, Inc.
10.2		Form of Certificate of Designations of Series H Convertible Preferred Stock of TNF Pharmaceuticals, Inc.
10.3		Form of Warrant of TNF Pharmaceuticals, Inc.
10.4		Form of Registration Rights Agreement, dated September 2, 2025 by and among PharmaCyte Biotech, Inc. and TNF Pharmaceuticals, Inc.
99.1		Press Release, dated September 2, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

* Certain schedules and exhibits have been omitted pursuant to Item 601(b)(10) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.


	PHARMACYTE BIOTECH, INC.

Date: October 31, 2025

	By:	/s/ Joshua N. Silverman
	Name:	Joshua N. Silverman
	Title:	Chief Executive Officer and President

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: September 5, 2025	PHARMACYTE BIOTECH, INC.
	By:	/s/ Carlos Trujillo
	Name:	Carlos Trujillo
	Title:	Chief Financial Officer

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