Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On October 12, 2022 (the "Separation Date"), Gerald W. Crabtree, the Chief
Scientific Officer of PharmaCyte Biotech, Inc. (the "Company"), resigned from
his position as an employee of the Company.
In connection with Mr. Crabtree's departure, on October 12, 2022, the Company
entered into a Release Agreement with Mr. Crabtree (the "Release Agreement").
The Release Agreement becomes irrevocable seven days after execution of the
Release Agreement and becomes effective on October 20, 2022 (the "Effective
Date"). Pursuant to the Release Agreement, the Company agreed to pay Mr.
Crabtree the aggregate sum of $29,694.88 which consists of accrued wages,
expense reimbursements, accrued unused paid time off (less applicable
withholdings and deductions), and three months of Mr. Crabtree's base salary as
of the Separation Date, which salary is payable in substantially equal
installments over a three-month period in accordance with the Company's regular
payroll practices. The Release Agreement includes releases of claims by Mr.
Crabtree in favor of the Company and certain Released Parties (as defined
therein). Mr. Crabtree remains subject to certain continuing obligations,
including a confidentiality agreement to which he is a party.
The foregoing summary of the Release Agreement does not purport to be complete
and is subject to, and qualified in its entirety by, the full text of the
Release Agreement, a copy of which is filed as Exhibit 10.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
Item 5.08 Shareholder Director Nominations.
To the extent applicable, the information regarding the Annual Meeting in Item
8.01 of this Form 8-K is incorporated by reference into this Item 5.08.
Item 8.01 Other Events.
Annual Meeting
The Board of Directors (the "Board") of the Company has determined that the
Company's 2022 Annual Meeting of Stockholders ("Annual Meeting") will be held on
December 28, 2022, which is more than 30 days from the anniversary date of the
Company's 2021 Annual Meeting of Stockholders. The time of the Annual Meeting
which will be held virtually will be set forth in the Company's definitive proxy
statement for the Annual Meeting to be filed with the Securities and Exchange
Commission ("SEC"). Stockholders seeking to bring business before the Annual
Meeting or to nominate candidates for election as directors at the Annual
Meeting must deliver such proposals or nominations to the principal executive
offices of the Company not later than October 28, 2022, which the Company
believes is a reasonable time before it expects to begin to print and send its
proxy materials for the 2022 Annual Meeting. Any stockholder proposal or
director nomination must also comply with the requirements of Nevada law, the
rules and regulations promulgated by the SEC and the Company's bylaws, as
applicable.
Repurchase Program; 10b5-1 Plan
On October 10, 2022, the Board authorized the Company to continue its existing
common stock repurchase program (the "Repurchase Program"), approved on May 31,
2022, pursuant to which the Company is authorized to repurchase up to $10
million of the Company's shares of common stock over a two-year period. On
October 13, 2022, the Company adopted a Rule 10b5-1 plan (the "Plan") in
connection with the Company's Repurchase Program. Repurchases under the Plan
will be administered through an independent broker. Repurchases are subject to
SEC regulations as well as certain price, market volume and timing constraints
specified in the Plan. Further information regarding the Repurchase Program will
be available in the Company's periodic reports filed with the SEC on Forms 10-K
and 10-Q as required by the applicable rules of the Securities Exchange Act of
1934, as amended.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Number Description
10.1 Release Agreement, dated October 12, 2022, by and between PharmaCyte
Biotech, Inc. and Gerald W. Crabtree.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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