Business Context and Reporting Period
Company: PharmaCyte Biotech, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: February 22, 2018
Earliest Event Reported: January 26, 2018
This filing reports the entry into a new material definitive agreement for equity financing and the termination of a prior sales agency agreement.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on corporate actions regarding equity sales agreements.
Material Changes
- New Financing Agreement: On February 22, 2018, the Company entered into an agreement with Aeon Capital, Inc. to sell up to $25,000,000 of common stock via "at the market" offerings or block trades.
- Termination of Prior Agreement: On January 26, 2018, the Company terminated its previous engagement with Chardan Capital Markets, LLC. No termination penalties were incurred, and no further fees are owed to Chardan.
Guidance, Outlook, and Terms
Compensation Structure (Aeon Capital):
- At-the-Market Offerings: 3% cash fee of the aggregate sales price.
- Block Trades: 7% cash fee (reduced to 4% if the Company introduces the investor) plus five-year warrants to purchase 5% of the shares sold in the block trade at the sale price.
- Expenses: Reimbursement of certain expenses up to $10,000.
Outlook and Risks: The Company explicitly states it cannot provide assurances that it will sell any shares pursuant to the new agreement. The offering will terminate upon the sale of all shares or upon 30 days' written notice by either party.
Investor Verification Checklist
- Verify the current status of the $25,000,000 offering under the new Aeon Capital agreement (shares sold to date).
- Review the Company's effective Registration Statement on Form S-3 (File No. 333-220441) referenced for the share sales.
- Confirm the absence of any outstanding liabilities or penalties related to the terminated Chardan Capital Markets agreement.
- Monitor future filings for the issuance of warrants associated with any block trades executed under the new agreement.