PHARMACYTE BIOTECH, INC. Form 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 October 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

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 December 16, 2025, the registrant had 10,134,160 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 SIX MONTHS ENDED OCTOBER 31, 2025

		Page

PART I.	FINANCIAL INFORMATION	3

Item 1.	Condensed Consolidated Financial Statements (Unaudited)	3

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

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

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

	Condensed Consolidated Statements of Changes in Temporary Equity and Stockholders’ Equity for the Three and Six Months Ended October 31, 2025, and 2024 (Unaudited)	6

	Condensed Consolidated Statements of Cash Flows for the Six Months Ended October 31, 2025, and 2024 (Unaudited)	7

	Notes to Condensed Consolidated Financial Statements (Unaudited)	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	38

Item 4.	Controls and Procedures	38

PART II.	OTHER INFORMATION	39

Item 1.	Legal Proceedings	40

Item 1A.	Risk Factors	40

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	41

Item 3.	Defaults Upon Senior Securities	41

Item 4.	Mine Safety Disclosures	41

Item 5.	Other Information	41

Item 6.	Exhibits	42

	Signatures	43

PART I – FINANCIAL INFORMATION

Item 1. Financial Information.

PHARMACYTE BIOTECH, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS



	(Unaudited)
	October 31, 2025			April 30, 2025
ASSETS
Current assets:
Cash and cash equivalents	$	15,406,017		$	15,172,163
Marketable equity securities		201,190			366,316
Warrant asset – QCLS - current		1,912,000			2,917,000
Convertible Note receivable – Femasys - current		5,000,000			3,696,000
Prepaid expenses and other current assets		503,147			223,759
Total current assets		23,022,354			22,375,238

Other assets:
Intangible asset		1,549,427			1,549,427
Investment in preferred stock – QCLS		20,747,000			22,474,000
Warrant asset – QCLS - non current		9,530,000			5,701,000
Warrant asset – Femasys		1,120,000			3,061,000
Other assets		7,688			7,688
Total other assets		32,954,115			32,793,115

Total Assets	$	55,976,469		$	55,168,353

LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	1,021,339		$	399,204
Accrued expenses		520,656			2,515,080
Accrued Series C dividends		35,389			–
Total current liabilities		1,577,384			2,914,284

Other liabilities:
Long-term portion of accrued expenses		–			25,000
Warrant liabilities		16,152,000			338,000
Derivative liabilities		1,693,000			–
Total other liabilities		17,845,000			363,000

Total Liabilities		19,422,384			3,277,284

Commitments and Contingencies (Note 8)		–

Temporary Equity:
Series B convertible preferred stock: authorized 35,000 shares, $0.0001 par value and $1,000 face value, 0 shares issued and outstanding as of October 31, 2025 and April 30, 2025, respectively		–			–
Series C convertible preferred stock: authorized 7,000 shares, $0.0001 par value and $1,000 face value, 7,000 and 0 shares issued and outstanding as of October 31, 2025 and April 30, 2025, respectively. Liquidation preference of $7,000,000 as of October 31, 2025.		901,996			–

Contingently redeemable warrants		417,000			–
Total temporary equity		1,318,996			–

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 October 31, 2025 and April 30, 2025		–			–
Common stock: authorized 200,000,000 shares, $0.0001 par value; 21,672,095 shares issued and 6,795,779 shares outstanding as of October 31, 2025 and April 30, 2025, respectively.		2,167			2,167
Additional paid-in capital		180,611,996			181,489,647
Accumulated deficit		(100,747,031	)		(84,968,960	)
Treasury stock, at cost, 14,876,316 shares as of October 31, 2025, and April 30, 2025, respectively		(44,607,916	)		(44,607,916	)
Accumulated other comprehensive loss		(24,127	)		(23,869	)
Total stockholders’ equity		35,235,089			51,891,069

Total Liabilities, Temporary Equity and Stockholders’ Equity	$	55,976,469		$	55,168,353

See accompanying Notes to Condensed Consolidated Financial Statements.

PHARMACYTE BIOTECH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)


	Three Months Ended October 31,				Six Months Ended October 31,
	2025		2024		2025		2024

Revenue	$	–	$	–	$	–	$	–

Operating expenses:

SEC Form 10-Q filed by PharmaCyte Biotech Inc.