10-Q: PharmaCyte Biotech Q3 Loss Widens, Nasdaq Delisting Risk
Quarterly Report
PharmaCyte Biotech reported a significant net loss for the nine months ended January 31, 2026, while addressing an ongoing FDA clinical hold and Nasdaq minimum bid price non-compliance.
Summary
- Net loss attributable to common stockholders for the nine months ended January 31, 2026, was $(18,332,961), a significant decline from a net income of $14,583,305 in the prior year period.
- Cash and cash equivalents increased to $20,165,535 as of January 31, 2026, from $15,172,163 at April 30, 2025.
- The company completed a private placement of Series C convertible preferred stock and warrants in August 2025, raising $7 million in gross proceeds.
- An investment in QCLS Series H Preferred Stock and warrants for $3 million in September 2025 resulted in a $2,089,000 gain on related party investment.
- The Femasys Note was fully settled for $5 million, and $300,000 in accrued interest was received in Femasys common stock.
- General and administrative expenses increased by 33% for the nine months ended January 31, 2026, primarily due to stock-based compensation and legal/professional fees.
- The Investigational New Drug Application (IND) for locally advanced pancreatic cancer (LAPC) remains on clinical hold, with the company actively addressing FDA requests.
- The company received a Nasdaq notice on December 1, 2025, for non-compliance with the $1.00 minimum bid price rule, with a compliance deadline of June 1, 2026.
- Material weaknesses in internal control over financial reporting persist, specifically insufficient segregation of duties for the CFO and inadequate management review controls.
Sentiment
Score: 3
Explanation: StockSavvy.ai views this as a challenging period for PharmaCyte Biotech, marked by significant financial losses, persistent regulatory hurdles for its lead candidate, and a looming Nasdaq delisting threat, despite some success in recent capital raises and investment settlements.
Positives
- Cash and cash equivalents increased to $20.2 million as of January 31, 2026, from $15.2 million at April 30, 2025.
- Successfully raised $7 million in gross proceeds from a Series C private placement in August 2025.
- Realized a $2,089,000 gain on a related party investment in QCLS Series H Preferred Stock and warrants.
- Full settlement of the Femasys Note for $5 million, plus $300,000 in accrued interest received in Femasys common stock.
- Net income for the three months ended January 31, 2026, was $746,860, an improvement from a net loss of $(3,045,328) in the same period last year.
- FDA accepted the updated drug master file and cleared many of the clinical hold items for the LAPC IND.
Negatives
- Net loss attributable to common stockholders for the nine months ended January 31, 2026, was $(18,332,961), a significant decline from a net income of $14,583,305 in the prior year period.
- Total liabilities significantly increased to $16,471,229 as of January 31, 2026, from $3,277,284 at April 30, 2025, primarily due to warrant and derivative liabilities.
- Total stockholders' equity decreased to $38,113,013 as of January 31, 2026, from $51,891,069 at April 30, 2025.
- General and administrative expenses increased by 141% for the three months and 33% for the nine months ended January 31, 2026, driven by stock-based compensation and legal/professional fees.
- Cash used in operating activities increased to $(3,760,352) for the nine months ended January 31, 2026, from $(1,937,925) in the prior year period.
- The company received a Nasdaq notice for non-compliance with the $1.00 minimum bid price rule, risking delisting.
- Ongoing material weaknesses in internal control over financial reporting, including insufficient segregation of duties for the CFO and inadequate management review controls.
Risks
- Inability to obtain additional capital on favorable terms, leading to significant dilution or restrictive debt covenants.
- Failure to lift the FDA clinical hold on the Investigational New Drug Application (IND) for locally advanced pancreatic cancer (LAPC), potentially delaying or terminating development activities.
- Dependence on SG Austria for Cell-in-a-Box technology know-how, with licensed patents expired and incentives potentially misaligned, leading to reevaluation of programs.
- Risk of delisting from The Nasdaq Capital Market due to non-compliance with the $1.00 minimum bid price requirement, which could limit trading and financing ability.
- Operating in an industry subject to rapid technological change, intense competition, and stringent government regulation.
- Uncertainties regarding clinical testing and trial activities, ability to obtain regulatory approval, supply of needed materials, and manufacturing capabilities.
- Material adverse impact from the coronavirus pandemic on business operations and third-party relationships.
- Potential for preclinical studies and clinical trials to indicate product candidates are unsafe or ineffective.
- Dependence on third parties for conducting preclinical studies and clinical trials.
- Difficulties and expenses associated with obtaining and maintaining regulatory approval.
- Inability to access funds through collaborative or licensing arrangements without relinquishing rights to product candidates on unfavorable terms.
- Ongoing material weaknesses in internal control over financial reporting, specifically insufficient segregation of duties of the Chief Financial Officer and insufficient management review controls.
Future Outlook
The company expects its current cash and cash equivalents of approximately $19 million to be sufficient for at least the next twelve months. However, additional capital will be needed to complete a clinical trial for pancreatic cancer, which may involve dilutive equity financing or restrictive debt covenants. The company is actively working to address the FDA clinical hold and regain Nasdaq compliance, while also reevaluating its relationship with SG Austria and exploring alternative approaches for cancer treatment.
Management Comments
- "We expect that our current cash and cash equivalents of approximately $19 million, as of the filing of this Quarterly Report on Form 10-Q, will be sufficient to support its projected operating requirements and financial commitments for at least the next twelve months from the date of this Quarterly Report."
- "We expect to need additional capital in order to complete a clinical trial for the treatment of pancreatic cancer."
- "Our position is that the data available from these human clinical trials supersedes large animal study data, making the study unnecessary." (Regarding FDA's request for large animal study)
- "The treatment may not be a treatment of pancreatic cancer, but a method of improving and possibly enabling complete surgical resection of the tumor."
- "We are in ongoing dialogue with SG Austria to prepare for the next steps, including the preparation of the syringes filled with the latest generation of CypCaps with the working cell bank material."
- "We intend to actively monitor the closing bid price of our Common Stock and will consider all available options to regain compliance with the Bid Price Rule, including, if appropriate, implementing a reverse stock split, subject to stockholder approval."
Industry Context
StockSavvy.ai notes that PharmaCyte Biotech operates in the highly capital-intensive and regulated biotechnology sector, particularly in oncology. The ongoing FDA clinical hold for its LAPC candidate highlights the significant regulatory hurdles and extended timelines inherent in drug development. The company's reliance on the Cell-in-a-Box technology licensed from SG Austria, coupled with expired patents and potential misalignment of incentives, presents a unique challenge in an industry where intellectual property and proprietary know-how are paramount. The shift in focus towards improving surgical resection for LAPC rather than a standalone cure reflects a pragmatic adjustment to clinical realities, aligning with broader trends in precision oncology that seek to enhance existing treatment modalities.
Comparison to Industry Standards
- The company's R&D spending of $329,355 for nine months is significantly lower than typical clinical-stage biotech companies, which often spend tens to hundreds of millions annually on clinical trials and drug development. For example, a company like Moderna or BioNTech would spend billions, while smaller biotechs like Mirati Therapeutics or Blueprint Medicines would still spend hundreds of millions.
- The reliance on a single, clinically-held product candidate (CypCaps for LAPC) contrasts with diversified pipelines seen in more established biotech firms, which typically have multiple candidates at various stages to mitigate risk.
- The ongoing clinical hold since October 2020 for LAPC is a substantial delay compared to industry averages for IND clearance, which typically takes 30 days. This extended hold indicates significant unresolved issues with the FDA.
- The Nasdaq minimum bid price non-compliance is a common issue for smaller, pre-revenue biotech companies, but it adds a layer of financial instability and can deter institutional investors.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
Legal Proceedings
- Settled a breach of contract complaint with H.C. Wainwright & Co., LLC on May 16, 2025, by paying $1.55 million ($1.25 million initial payment, followed by twelve $25,000 payments) and issuing warrants.
- No other material legal proceedings pending to the company's knowledge.
Related Party Transactions
- The company owns 13.8% equity in SG Austria, from which it purchased no products or services in the reported periods (investment fully impaired as of April 30, 2024).
- Paid Vin-de-Bona Consulting (owned by Prof. Gnzburg and Dr. Salmons, involved in company's scientific endeavors) approximately $10,500 for services during the three and nine months ended January 31, 2026.
- The company's CEO was appointed to the Femasys board of directors.
- The company's CEO serves as executive chairman on the board of directors of QCLS.
- Investment in QCLS Series H Preferred Stock and warrants for $3 million, resulting in a $2,089,000 gain on related party investment.
Stakeholder Impact
- Shareholders: Significant net losses and declining equity could negatively impact shareholder value. Nasdaq delisting risk poses a threat to liquidity and market price. Potential future dilutive capital raises.
- Employees: Curtailment of spending on programs pending strategic review could create uncertainty.
- Customers (future patients): Delays in clinical trials for LAPC mean longer wait times for potential new therapies.
- Creditors: Increased liabilities, particularly warrant and derivative liabilities, could be a concern, though cash position is currently stable for 12 months.
- Regulatory Authorities (FDA): Ongoing dialogue and submissions to address clinical hold, indicating active engagement but also persistent issues.
Next Steps
- Continue active dialogue with the FDA to address remaining clinical hold items and obtain clearance for the LAPC IND.
- Prepare syringes filled with the latest generation of CypCaps with working cell bank material in collaboration with SG Austria.
- Complete the review by the Strategic Scientific Committee and the Board regarding business strategy, management, and operations.
- Potentially seek a new framework for the relationship with SG Austria and its subsidiaries.
- Reevaluate programs dependent on SG Austria if a new framework is not acceptable.
- Identify alternative approaches to expand the prodrug/activator technology for cancer treatment.
- Actively monitor the common stock bid price and consider options, including a reverse stock split, to regain Nasdaq compliance by June 1, 2026.
- Address ongoing material weaknesses in internal control over financial reporting.
Key Dates
| Date | Description |
|---|---|
| 1996 | Company incorporated in Nevada. |
| 2013 | Company restructured operations to focus on biotechnology. |
| January 2015 | Company changed name from Nuvilex, Inc. to PharmaCyte Biotech, Inc. |
| September 1, 2020 | Submitted Investigational New Drug Application (IND) to FDA for planned clinical trial in LAPC. |
| October 1, 2020 | Received notice from FDA that IND was placed on clinical hold. |
| October 30, 2020 | FDA sent letter detailing reasons for clinical hold and guidance to lift it. |
| October 2021 | Company moved headquarters from Laguna Hills, California to Las Vegas, Nevada. |
| August 15, 2022 | Entered into Cooperation Agreement with Iroquois Master Fund Ltd., leading to a reconstituted Board of Directors. |
| December 28, 2022 | Implemented the 2022 Equity Incentive Plan. |
| January 2023 | Entered into a month-to-month agreement for Las Vegas office space. |
| May 10, 2023 | Entered into Securities Purchase Agreement for Series B Warrants. |
| November 14, 2023 | Entered into Securities Purchase Agreement with Femasys Inc. for a convertible note and warrants. |
| December 4, 2023 | H.C. Wainwright & Co., LLC filed a complaint alleging breach of contract against the company. |
| April 30, 2024 | Investment in SG Austria fully impaired. |
| May 20, 2024 | Entered into Securities Purchase Agreement with QCLS for Series G Convertible Preferred Stock and warrants. |
| April 2025 | QCLS issued securities causing changes to original terms of Series G Preferred Stock. |
| May 16, 2025 | Entered into settlement and release agreement with H.C. Wainwright & Co., LLC, and issued First Warrant Issuance. |
| May 20, 2025 | Paid initial $1.25 million settlement payment to H.C. Wainwright & Co., LLC. |
| July 29, 2025 | Issued Additional Warrants as part of the settlement with H.C. Wainwright & Co., LLC. |
| August 2025 | Series B Preferred Warrants exercise price adjusted to $0.95 per share due to Series C Private Placement. |
| August 17, 2025 | Entered into Series C Private Placement Agreement with investors. |
| August 19, 2025 | Closing of Series C Private Placement; exercise price of Settlement Warrants adjusted to $0.95 per share. |
| September 2, 2025 | Entered into Securities Purchase Agreement with QCLS for Series H Convertible Preferred Stock and warrants. |
| September 2025 | QCLS 1-for-100 reverse stock split adjusted conversion/exercise prices for Series G and H Preferred Shares/Warrants. |
| October 2025 | Stockholders approved amendment to 2022 Equity Plan, increasing shares available by 2,250,000. |
| October 30, 2025 | Stockholder approval obtained to remove the Exchange Cap for Series C Preferred Stock, adjusting conversion floor price to $0.19. |
| November 21, 2025 | Received Femasys common stock for interest income ($300,000 value, 379,747 shares). |
| November 23, 2025 | QCLS Series G Short-Term Warrants expired. |
| December 1, 2025 | Received written notice from Nasdaq regarding non-compliance with minimum bid price requirement. |
| December 11, 2025 | Granted directors 875,000 shares of common stock in a restricted stock unit (RSU) transaction. |
| January 31, 2026 | End of the reported quarterly period. |
| March 17, 2026 | Date of filing of the Quarterly Report on Form 10-Q. |
| June 1, 2026 | Nasdaq compliance date for minimum bid price requirement. |
Recommendation
sellThe company faces significant headwinds, including a substantial net loss for the nine-month period, a persistent FDA clinical hold on its primary drug candidate since 2020, and a Nasdaq delisting notice due to its low share price. While recent capital raises have shored up liquidity for the short term, the long-term viability of its core Cell-in-a-Box technology is uncertain given expired patents and a strained relationship with its licensor, SG Austria. The lack of revenue, increasing operating expenses, and ongoing material weaknesses in internal controls further compound the risks. The combination of regulatory uncertainty, financial instability, and corporate governance issues makes PharmaCyte Biotech a high-risk investment with a negative outlook.
Keywords
Biotechnology, Cellular Therapy, Cancer Treatment, Pancreatic Cancer, LAPC, CypCaps, Cell-in-a-Box, FDA Clinical Hold, Nasdaq Compliance, SEC Filing, 10-Q, Financial Results, Biopharma, Drug Development, Clinical Trials, Corporate Governance, Risk Factors, Capital Raise, Warrants, Preferred Stock, Femasys, QCLS
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