PMCB · PharmaCyte Biotech, Inc.

This 8-K reports outcomes from PharmaCyte Biotech’s March 30, 2026 Annual Meeting — a high-materiality governance event with direct implications for capital structure, executive alignment, and investor confidence. The approval of the 2022 Equity Incentive Plan amendment adds 2,000,000 shares to the existing 5,000,000 authorized (2.75M in 2022 + 2.25M in 2025), bringing the total to 7,000,000 shares — a 40% increase over the prior cap. This expands the pool available for options, SARs, and performance-based awards, increasing potential dilution and signaling continued reliance on equity compensation amid pre-revenue biotech operations. More consequential is the approval of the reverse stock split authority, permitting ratios up to 1-for-100. While not immediately implemented, this grants the Board unilateral power to adjust share count — often used to meet exchange listing requirements or reduce administrative burden in low-priced stocks. The voting results reveal material shareholder concern: all five director nominees received substantial 'Withheld' votes (ranging from 372,794 to 550,006), while Proposal 4 (reverse split) drew 2.28M 'Against' votes — nearly half the votes cast — suggesting skepticism about strategic utility or timing. Auditor ratification passed but with over 514K 'Against' votes, underscoring ongoing scrutiny of financial oversight. Collectively, these votes reflect heightened governance engagement in a microcap biotech where capital efficiency, transparency, and board accountability are critical to investor trust.