Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Weinstein Appointment
On November 14, 2022, the board of directors (the "Board") of PharmaCyte
Biotech, Inc. (the "Company") increased the size of the Board to six members and
appointed Robert Weinstein to serve as a member of the Board, effective
immediately. The Board also appointed Mr. Weinstein as chair of the Audit
Committee of the Board effective immediately and as a member of the Nominating
Committee of the Board effective as of, and contingent upon, Mr. Weinstein's
election to the Board at the 2022 annual meeting of the Company's stockholders,
which is currently scheduled for December 28, 2022.
There were no arrangements or understandings between Mr. Weinstein and any other
person pursuant to which Mr. Weinstein was appointed as a director. There are no
transactions to which the Company is a party and in which Mr. Weinstein has a
material interest that is required to be disclosed under Item 404(a) of
Regulation S-K. Mr. Weinstein has not previously held any positions with the
Company and has no family relationships with any directors or executive officers
of the Company.
As a non-employee director, Mr. Weinstein is entitled to receive cash
compensation in accordance with the arrangements in effect for non-employee
directors of the Company.
Silverman Compensation
On November 14, 2022, the Board formally approved the employment of Joshua
Silverman as Interim Chief Executive Officer and Interim President of the
Company on a month-to-month basis, and it further approved paying Mr. Silverman
a monthly salary of $31,250.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On November 14, 2022, the Board approved an amendment (the "Bylaw Amendment") to
the Company's bylaws, as amended (the "Bylaws"), effective immediately. Pursuant
to the Bylaw Amendment, the provision of the Bylaws allowing for cumulative
voting in connection with the election of directors, which was invalid in the
Bylaws, was removed and replaced with a provision allowing for the election of
directors only by means of a plurality.
The foregoing description of the Bylaw Amendment does not purport to be complete
and is qualified in its entirety by reference to the form of Bylaw Amendment
attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Number Description
3.1 Bylaw Amendment.
104 Cover Page Interactive Data File, formatting Inline Extensible Business
Reporting Language (iXBRL).
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