Form 4: PharmaCyte acquires Q/C Tech preferreds, warrants

PharmaCyte Biotech, a 10% owner of Q/C Technologies, reported buying 889,865 Series H preferred shares and 889,865 warrants that became convertible/exercisable after shareholder approval on November 14, 2025.

Summary

• PharmaCyte Biotech, Inc. (10% owner) reported purchases of Q/C Technologies, Inc. derivative securities: 889,865 shares of Series H Convertible Preferred Stock on 2025-09-04 and 889,865 warrants on 2025-11-14.
• Series H Convertible Preferred Stock converts into common stock at $3.3713 per share, subject to adjustment; conversion rights do not expire.
• Both the Series H preferred and the warrants became convertible/exercisable following shareholder approval for the issuance of the underlying common stock at a special meeting on 2025-11-14.
• Warrants cover 889,865 common shares and expire on 2030-11-14; the exercise price was not disclosed here.
• If fully converted and exercised, the holdings represent up to 1,779,730 Q/C Technologies common shares.
• The report was signed by PharmaCyte Biotech’s CFO, Carlos A. Trujillo, on 2025-11-18.

Sentiment

Score: 5

Explanation: Neutral overall: insider accumulation and removal of approval contingency are positives, offset by sizable potential dilution and long-dated warrants.

Positives

• Insider accumulation by a 10% owner suggests continued sponsor engagement and alignment.
• Shareholder approval on 2025-11-14 removes the contingency over convertibility/exercisability of the securities.
• Transparent conversion price of $3.3713 for the Series H preferred provides a clear valuation reference.

Negatives

• Potential dilution of up to 1,779,730 common shares if the Series H preferred is fully converted and the warrants are fully exercised.
• Warrants do not expire until 2030-11-14, creating a prolonged overhang on the capital structure.
• Concentrated ownership by a 10% holder may influence future corporate actions.

Future Outlook

No forward-looking statements provided.

Industry Context

Use of convertible preferred stock paired with warrants, contingent on shareholder approval for share issuance, is a common small-cap financing structure that balances investor protection with issuer capital flexibility.

Comparison to Industry Standards

• Not applicable: no operating or financial performance results are disclosed; this is an insider ownership change notice.

Corporate Governance

Related Party Transactions

• Insider acquisition by a 10% owner (PharmaCyte Biotech, Inc.) of Series H Convertible Preferred Stock and warrants of Q/C Technologies.

Stakeholder Impact

• Shareholders: Potential dilution of up to 1,779,730 shares upon full conversion/exercise.
• Governance: Shareholder approval aligns capital actions with investor consent and exchange rules.
• Market liquidity: Future conversions/exercises could increase float over time.

Next Steps

• Monitor subsequent insider filings for any conversions of the Series H preferred or exercises of warrants.
• Track share count updates for potential dilution if conversions/exercises occur.
• Watch for related 8-Ks or transfer agent updates reflecting any issuance of underlying common shares.

Key Dates

Recommendation

Insider participation is supportive, but the size and longevity of potential dilution argue for a neutral stance until there is clarity on conversion/exercise timing and broader strategic context.

Keywords

Form 4, insider transaction, Q/C Technologies, QCLS, PharmaCyte Biotech, Series H Convertible Preferred Stock, warrants, shareholder approval, convertible securities, 10% owner, beneficial ownership, dilution