Business Context and Reporting Period
This Form 8-K filing by Pharmacyte Biotech, Inc. (PMCB) covers the reporting period ending March 31, 2022. The company is a Nevada corporation headquartered in Las Vegas, with common stock traded on The Nasdaq Stock Market LLC. The primary purpose of this filing is to disclose the appointment of a new director to the Board of Directors.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance changes and does not contain financial performance data for the period.
Material Changes
The material change reported is the appointment of Matthias Löhr, MD, to the Board of Directors on March 31, 2022. This appointment fills a vacancy created by the recent death of Thomas C.K. Yuen. The Board has determined that Dr. Löhr is independent under Nasdaq Stock Market Rules.
Compensation and Governance Details
In connection with his appointment, the Company expects to enter into a Director Agreement with Dr. Löhr containing the following terms:
- Cash Compensation: $12,500 per calendar quarter.
- Equity Awards (Annual):
- 334 fully-paid, non-assessable shares of restricted common stock.
- A five-year option to purchase 334 shares at the fair market value on the grant date.
- Vesting: All equity awards are fully vested upon grant.
- Committee Service: Dr. Löhr will serve on the Compensation and Nominating Committees.
The filing confirms there are no family relationships between Dr. Löhr and other directors or officers, and no related party transactions requiring disclosure under Item 404(a) of Regulation S-K.
Investor Verification Checklist
- Verify the independence status of Dr. Matthias Löhr under Nasdaq Rule 5605.
- Confirm the total number of outstanding shares and the impact of the annual equity grant (334 shares) on dilution.
- Review the Company's cash position to ensure it can support the quarterly cash compensation of $12,500.
- Check for any subsequent filings regarding the formal execution of the Director Agreement and Indemnification Agreement.