Business Context and Reporting Period
Company: Pharmacyte Biotech, Inc.
Filing Type: Form 8-K (Current Report)
Report Date: October 3, 2019
Event Date: September 20, 2019
Context: The filing reports corporate governance changes involving amendments to the Articles of Incorporation and the creation of a new class of preferred stock.
Key Financial Metrics
This filing does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The document focuses exclusively on corporate structural amendments.
Material Changes
- Amendment to Articles of Incorporation: On September 20, 2019, the Company amended Article IV to grant the Board of Directors the power to designate powers, preferences, rights, and restrictions for preferred stock. This did not alter the number of authorized shares or par values.
- Series A Preferred Stock Designation: On September 27, 2019, the Company filed a Certificate of Designations for one (1) share of Series A Preferred Stock (par value $0.0001).
- Voting Control: The Series A Preferred Stock grants the holder voting rights equal to the total votes of all other equity securities, effectively providing voting control if issued. The stock has not yet been issued.
- Redemption and Protection: The Series A share is redeemable by the Company for $1.00. It includes protective provisions requiring the holder's affirmative vote to amend the designation or adversely alter the stock's rights.
Guidance, Outlook, and Risks
The filing contains no management commentary, financial guidance, or outlook. The primary risk disclosed is the potential shift in corporate control should the single share of Series A Preferred Stock be issued to a holder, granting them voting parity with all other equity holders combined.
Investor Verification Checklist
- Verify if the single share of Series A Preferred Stock has been issued to a specific party since the filing date.
- Review the full text of Exhibit 3.1 (Certificate of Amendment) and Exhibit 3.2 (Certificate of Designations) for specific terms not summarized in the 8-K.
- Confirm the current status of the Company's authorized common and preferred stock to ensure no other changes have occurred.
- Check for subsequent filings regarding the redemption or conversion of the Series A Preferred Stock.