Form 8-K

8-K — PharmaCyte Biotech, Inc.

Accession: 0001683168-26-008705

Filed: 2026-11-13

Period: 2026-11-10

CIK: 0001157075

SIC: 2836 (BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES))

Item: Material Modifications to Rights of Security Holders

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — pharmacyte_8k.htm (Primary)

EX-3.1 — CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION (pharmacyte_ex0301.htm)

EX-99.1 — PRESS RELEASE (pharmacyte_ex9901.htm)

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8-K — CURRENT REPORT

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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): November 10,

2026

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 3.03 Material Modification to Rights of Security

Holders.

To the extent required by Item

3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation

or Bylaws; Change in Fiscal Year.

On November 10, 2026, PharmaCyte

Biotech, Inc., a Nevada corporation (the “Company”), filed with the Secretary of State of the State of Nevada a certificate

of amendment (the “Certificate of Amendment”) to its Articles of Incorporation, as amended, to effect a reverse stock split

of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a ratio of 1-for-19 (the “Reverse

Stock Split”), with an effective date of November 12, 2026. The Reverse Stock Split was approved by the Company’s stockholders

at the Company’s annual meeting of stockholders held on March 30, 2026, which authorized the Company’s board of directors

to effect a reverse stock split at a ratio between 1-for-1.1 and 1-for-100. Pursuant to the Certificate of Amendment, the Reverse Stock

Split became effective as of 4:01 p.m. Eastern Time on November 12, 2026 (the “Effective Time”), and the Common Stock began

trading on a split-adjusted basis at the open of trading on The Nasdaq Capital Market on November 13, 2026. At the Effective Time, every

nineteen (19) shares of the Company’s issued and outstanding Common Stock were automatically combined and converted into one (1)

share of Common Stock, without any change in the par value per share. In addition, proportionate adjustments were made to the per share

exercise price and the number of shares issuable upon the exercise of all outstanding stock options, warrants and convertible securities,

and to the number of shares issued and issuable under the Company’s equity incentive plans. No change was made to the number of

shares of Common Stock authorized under the Company’s Articles of Incorporation, as amended. Any stockholder who would otherwise

be entitled to a fractional share of Common Stock created as a result of the Reverse Stock Split is entitled to receive a cash payment

in lieu thereof equal to the fractional share to which the stockholder would otherwise be entitled multiplied by the closing sales price

of a share of Common Stock on The Nasdaq Capital Market on the trading day immediately prior to the Effective Time, as adjusted for the

Reverse Stock Split.

Following the Reverse Stock Split,

the shares of Common Stock continue to trade on The Nasdaq Capital Market under the symbol “PMCB.” The new CUSIP number for

the Common Stock following the Reverse Stock Split is 71715X302.

The foregoing description of

the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate

of Amendment, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 8.01 Other Events.

On November 11, 2026, the Company

issued a press release announcing the Reverse Stock Split. The press release is attached hereto as Exhibit 99.1 and incorporated herein

by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

3.1

Certificate of Amendment to the Articles of Incorporation, as amended, of PharmaCyte Biotech, Inc.

99.1

Press Release issued by PharmaCyte Biotech, Inc., dated November 11, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

PHARMACYTE BIOTECH, INC.

Date: November 13, 2026

By:

/s/ Joshua N. Silverman

Name:

Joshua N. Silverman

Title:

Chief Executive Officer and President

EX-3.1 — CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION

EX-3.1

Filename: pharmacyte_ex0301.htm · Sequence: 2

Exhibit 3.1

CERTIFICATE OF AMENDMENT TO

ARTICLES OF INCORPORATION OF

PHARMACYTE BIOTECH, INC.

a Nevada corporation

(Pursuant to NRS 78.385 and 78.390)

PharmaCyte Biotech, Inc., a Nevada corporation

(the “Corporation”), hereby certifies as follows:

1. The name of the corporation is PharmaCyte Biotech,

Inc.

2. The Articles of Incorporation of the Corporation,

as amended (the “Articles”), have been amended as follows:

Article IV of the Articles is hereby amended by

inserting the following paragraph as the first paragraph of Article IV:

“Upon the effectiveness of this Certificate

of Amendment (the “Effective Time”), every nineteen (19) shares of common stock, par value $0.0001, of the Corporation (the

“Common Stock”), issued and outstanding immediately prior to the Effective Time, shall automatically and without any further

action on the part of the Corporation or any holder thereof be combined into one (1) validly issued, fully paid and nonassessable share

of Common Stock (the “Reverse Stock Split”). The par value of the Common Stock following the Reverse Stock Split shall remain

$0.0001. No fractional shares shall be issued in connection with the Reverse Stock Split. In lieu of any fractional share to which a holder

would otherwise be entitled as a result of the Reverse Stock Split, such holder shall be entitled to receive a cash payment equal to the

fraction of a share to which such holder would otherwise be entitled multiplied by the closing price of the Common Stock as reported on

The Nasdaq Stock Market on the day of the Effective Time. The total number of shares of capital stock that the Corporation is authorized

to issue shall not be changed by the Reverse Stock Split or this Certificate of Amendment and shall remain two hundred and ten million

(210,000,000) shares, consisting of two hundred million (200,000,000) shares of Common Stock, par value $0.0001, and ten million (10,000,000)

shares of preferred stock, par value $0.0001. Each certificate that immediately prior to the Effective Time represented shares of Common

Stock shall thereafter represent the number of whole shares of Common Stock into which the shares represented by such certificate shall

have been combined as a result of the Reverse Stock Split, subject to the treatment of fractional share interests described above.”

3. The stockholders of the Corporation approved

the amendment with 5,067,304 votes, representing 68.96% of the votes cast on the proposal, voted in favor of the amendment at the annual

meeting of stockholders held on March 30, 2026.

4. Effective date and time of filing: November

12, 2026, at 1:01 p.m. Pacific Time.

IN WITNESS WHEREOF, the undersigned has caused this Certificate of

Amendment to the Articles of Incorporation to be executed by a duly authorized officer of the Corporation on this 10th day of November

2026.

PHARMACYTE BIOTECH, INC.

By:

/s/ Joshua N. Silverman

Name:

Joshua N. Silverman

Title:

Chief Executive Officer and

President

EX-99.1 — PRESS RELEASE

EX-99.1

Filename: pharmacyte_ex9901.htm · Sequence: 3

Exhibit 99.1

PharmaCyte Biotech, Inc.

Announces Reverse Stock Split

PharmaCyte’s common stock is expected to begin

trading on a post-split adjusted basis on November 13, 2026

LAS VEGAS--(BUSINESS WIRE)—November 11, 2026—PharmaCyte

Biotech, Inc. (Nasdaq:PMCB) (“PharmaCyte” or the “Company”), today announced that the board of directors of the

Company approved a 1-for-19 reverse stock split (the “Reverse Split”) of the Company’s common stock. The Reverse Split

was approved by the stockholders at the Company’s annual meeting of the stockholders held on March 30, 2026. The Reverse Split will

legally take effect at 4:01 p.m. Eastern Time, on November 12, 2026. The Company’s common stock will open for trading under a new

CUSIP number 71715X 302 on The Nasdaq Capital Market on November 13, 2026, on a split-adjusted basis under the current ticker symbol “PMCB.”

The Reverse Split is intended to increase the per share trading price of the Company’s common stock to enable the Company to regain

compliance with the minimum bid price requirement for continued listing on The Nasdaq Capital Market.

The 1-for-19 Reverse Split

will automatically convert every nineteen (19) current shares of the Company’s common stock into one (1) share of common stock.

No fractional shares will be issued in connection with the Reverse Split. Stockholders who would otherwise hold a fractional share of

the Company’s common stock following the Reverse Split will receive a cash payment in lieu thereof equal to the fractional share

to which the stockholder would otherwise be entitled multiplied by the closing sales price of a share of the Company’s common stock

on The Nasdaq Capital Market, on November 12, 2026 (the last trading day prior to the commencement of split-adjusted trading), as adjusted

for the Reverse Split

The Reverse Split will reduce

the number of shares of outstanding common stock from approximately 10,755,649 shares, the number of shares outstanding as of November

11, 2026, to approximately 566,087 shares. The total authorized number of shares will not be reduced. Proportional adjustments will also

be made to the exercise and conversion prices of the Company’s outstanding stock options, warrants and convertible securities, and

to the number of shares issued and issuable under the Company’s stock incentive plans.

Stockholders holding their

shares electronically in book-entry form are not required to take any action to receive post-split shares. Stockholders owning shares

through a bank, broker, or other nominee will have their positions automatically adjusted to reflect the Reverse Split, subject to brokers’

particular processes, and will not be required to take any action in connection with the Reverse Split. For those stockholders holding

physical stock certificates, the Company’s transfer agent, Equiniti Trust Company, LLC, will send instructions for exchanging those

certificates for shares held electronically in book-entry form or for new certificates, in either case representing the post-split number

of shares, and any payments in cash in lieu of fractional shares, if applicable.

Forward Looking Statements

Any statements in this press release about our future

expectations, plans and prospects, including statements regarding our strategy, future operations, prospects, plans and objectives, the

timing and effectiveness of the Reverse Split, the Company’s ability to regain compliance with the Nasdaq minimum bid price and

other listing requirements and other statements containing the words “believes,” “anticipates,” “plans,”

“expects,” and similar expressions, constitute forward-looking statements within the meaning of The Private Securities Litigation

Reform Act of 1995. Actual results may differ materially from those indicated by such forward-looking statements as a result of various

important factors, including statements regarding the Company’s current objectives. These statements are based on the Company’s

current expectations and beliefs and are subject to a number of risks and uncertainties that could cause actual results to differ materially

from those described in the forward-looking statements. The Company undertakes no obligation to update or revise any forward-looking statements,

whether as a result of new information, future events, or otherwise, except as required by law. Additional information regarding these

and other risks and uncertainties is contained in the Company’s filings with the Securities and Exchange Commission, including the

Company’s most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q.

Investor Contact:

CORE IR

ir@pharmacyte.com

Media Contact:

Jules Abraham

CORE IR

Telephone: 917.885.7378

Email: julesa@coreir.com

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