PHARMACYTE BIOTECH, INC. (OTCMKTS:PMCB) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02
On July 3, 2017, the Board of Directors (“Board”) of PharmaCyte Biotech, Inc., a Nevada corporation (“Company”), appointed Michael M. Abecassis, M.D. (“Dr. Abecassis”) to the Board to fill a vacancy created by the departure of certain members of the Board in October 2014.
In connection with the appointment of Dr. Abecassis to the Board, the Company entered into a letter agreement (“Director Agreement”) with Dr. Abecassis to which the Company agreed to pay Dr. Abecassis $12,500 in cash for each calendar quarter of service on the Board and agreed to issue him annually: (i) 500,000 fully-paid, non-assessable shares of the Company’s restricted common stock (“Shares”); and (ii) a five-year option to purchase 500,000 Shares (“Option”) at an exercise price equal to the fair market value of the Company’s Shares on the date of the grant. The Shares and the Option were fully vested on the date of the grants. The Board approved the initial issuances of the Shares and the Option on July 3, 2017, and the Option has an exercise price of $0.058 per share.
The foregoing description of the Director Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Director Agreement, a copy of which is filed as Exhibit 10.1 to this Form 8-K and is incorporated by reference herein.
| Item 7.01 | Regulation FD Disclosure. |
Attached hereto as Exhibit 99.1 is a copy of the Company’s press release dated July 10, 2017, regarding the appointment of Dr. Abecassis to the Board. The information furnished in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| 10.1 | Letter Agreement between the Company and Dr. Abecassis dated June 29, 2017. |
| 99.1 | The Company’s press release dated July 10, 2017 (furnished to Item 7.01). |
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.
Dated: July 10, 2017
| PHARMACYTE BIOTECH, INC. | |
| By: | /s/ Kenneth L. Waggoner |
| Kenneth L. Waggoner Chief Executive Officer
President and General Counsel |
EXHIBIT INDEX
| Exhibit No. | Description |
| 10.1 | Letter Agreement between the Company and Dr. Abecassis dated June 29, 2017. |
| 99.1 | The Company’s press release dated July 10, 2017 (furnished PharmaCyte Biotech, Inc. ExhibitEX-10.1 2 pharmacyte_ex1001.htm DIRECTOR OFFER LETTER Exhibit 10.1 VIA EMAIL ONLY June 29,…To view the full exhibit click hereAbout PHARMACYTE BIOTECH, INC. (OTCMKTS:PMCB) PharmaCyte Biotech, Inc., formerly Nuvilex, Inc., is a clinical-stage biotechnology company focused on developing and preparing to commercialize treatments for cancer and diabetes based upon a cellulose-based live cell encapsulation technology known as Cell-in-a-Box. The Company’s Cell-in-a-Box technology will be used as a platform upon which treatments for various types of cancer, including advanced, inoperable pancreatic cancer, and diabetes will be developed. The Company is developing therapies for pancreatic and other solid cancerous tumors involving the encapsulation of live cells placed in the body to enable the delivery of cancer-killing drugs at the source of the cancer. It is also developing a therapy for Type I diabetes and insulin-dependent Type II diabetes based upon the encapsulation of a human cell line genetically engineered to produce, store and secrete insulin at levels in proportion to the levels of blood sugar in the human body using its Cell-in-a-Box technology. |