Form 4: PharmaCyte acquires QCLS Series H preferred, warrants

PharmaCyte Biotech, a 10% owner of Q/C Technologies (QCLS), reported acquiring 889,865 Series H convertible preferred shares and 889,865 warrants, now convertible/exercisable following shareholder approval on November 14, 2025.

Summary

• PharmaCyte Biotech, Inc. (10% owner) disclosed acquisitions in Q/C Technologies, Inc. (QCLS) of 889,865 Series H Convertible Preferred Stock on 09/04/2025 and 889,865 warrants on 11/14/2025.
• The Series H Convertible Preferred Stock converts into common stock at a fixed conversion price of $3.3713 per share, subject to adjustment; conversion rights do not expire.
• Both the Series H preferred and the warrants became convertible/exercisable upon shareholder approval at a special meeting held on 11/14/2025.
• The warrants expire on 11/14/2030.
• If fully converted and exercised, the reported securities represent potential issuance of up to 1,779,730 shares of common stock (889,865 from preferred conversion and 889,865 from warrants).
• All positions are reported as directly owned by PharmaCyte Biotech, Inc.

Sentiment

Score: 5

Explanation: Neutral: clarity on convertibility and long-dated rights is offset by notable potential dilution from preferred conversion and warrant exercise.

Positives

• Shareholder approval on 11/14/2025 cleared the path for convertibility/exercisability of the securities, removing a key contingency.
• Fixed conversion price of $3.3713 per share provides transparency on potential conversion economics.
• Conversion rights on the Series H preferred do not expire, offering long-dated flexibility to the holder.

Negatives

• Significant potential dilution: up to 1,779,730 common shares could be issued upon full conversion and exercise.
• Warrants remain outstanding until 11/14/2030, extending the overhang period for potential share issuance.

Future Outlook

Securities are now eligible for conversion/exercise following shareholder approval, enabling potential issuance of common shares over time; the warrants remain outstanding until 11/14/2030.

Industry Context

The structure—convertible preferred stock with attached warrants becoming exercisable upon shareholder approval—is typical of small-cap financing frameworks, where shareholder approval is often required to authorize underlying share issuance.

Comparison to Industry Standards

• Five-year warrant tenor (to 11/14/2030) aligns with common terms seen in small-cap equity-linked financings.
• Fixed-price conversion at $3.3713 with adjustment provisions is standard for convertible preferred structures to address potential corporate actions.
• Conditioning convertibility on shareholder approval for share issuance follows standard corporate governance practices.

Corporate Governance

Stakeholder Impact

• Common shareholders face potential dilution of up to 1,779,730 additional shares if the Series H preferred is fully converted and warrants fully exercised.
• Holders of the derivatives gain long-dated flexibility (no expiry on preferred conversion; warrants expire 11/14/2030).

Key Dates

Keywords

Q/C Technologies, QCLS, PharmaCyte Biotech, Form 4, insider transaction, Series H Convertible Preferred Stock, warrants, conversion price $3.3713, shareholder approval, beneficial ownership