aibioPharmaCyte Biotech agrees $7.0 million convertible preferred private placement
Tickers PMCB
PharmaCyte agreed to sell 7,000 shares of Series C convertible preferred stock, with a $1,000 stated value each, to existing investors for $7.0 million. The preferred converts at $1.00 a share, against $4.00 for the 2023 Series B, and it carries a 7.0% quarterly dividend payable in cash.
Key facts
- Company
- PharmaCyte Biotech, Inc. (NASDAQ: PMCB)
- News type
- Financings
- Primary source
- PharmaCyte Biotech, Inc. 8-K (2025-08-18)
PharmaCyte Biotech, Inc. (Nasdaq: PMCB) announced on August 18, 2025 that it had signed a securities purchase agreement for a $7.0 million financing led by existing investors. The company said in a press release that the private placement was expected to close on or about August 19, 2025, subject to customary closing conditions.
GP Nurmenkari Inc. is the sole placement agent. The release names no counsel and gives no separate fee figure. The securities were sold under the exemption in Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D, which means they cannot be resold in the United States without registration or another exemption. PharmaCyte has agreed to file a registration statement covering the resale of the common shares issuable on conversion and on exercise of the warrants.
The terms
Each share of Series C preferred has a stated value of $1,000, and 7,000 shares together are convertible into 7,000,000 common shares at $1.00 each. Investors also receive warrants for up to 7,000,000 common shares at $1.00. The warrants are exercisable immediately and run for five years from issuance.
The preferred accrues a 7.0% quarterly dividend, which PharmaCyte says it will pay in cash. The release does not say how the company will fund the cash dividend.
The price is the key figure. The $1.00 conversion price compares with the $4.00 conversion price of the Series B preferred that PharmaCyte sold in May 2023 to accredited investors. The annual report filed in August 2025 describes the Series B terms: 35,000 preferred shares initially convertible into 8,750,000 common shares at $4.00, with PIPE warrants for another 8,750,000 shares at the same price. The Series B preferred carried a 4% annual dividend and was to be settled in equal monthly installments starting November 9, 2023. The annual report says that as of April 30, 2025, all of the preferred shares were redeemed and no remaining obligations exist.
The Series B terms had included a price-based adjustment to the conversion price on issuances below the then-applicable price, and a 15% dividend rate if a triggering event occurred. Because the annual report says the Series B shares are redeemed, the release gives no sign that those terms bear on the new deal.
What the company says the money does
Interim Chief Executive Officer Josh Silverman is quoted as saying the financing was priced at a premium to the current market price and was led by existing investors. The release does not state the current market price or the premium.
Silverman says the money "meaningfully strengthens our balance sheet" and enables the company to continue pursuing strategic alternatives that it believes can maximize long-term returns. The release does not name the alternatives under review, and it does not give a timetable for any decision.
Femasys and the balance sheet
The annual report describes a second use of PharmaCyte's cash. On November 14, 2023, it bought senior unsecured convertible notes of Femasys Inc. in an aggregate principal amount of $5,000,000, convertible into Femasys common stock at $1.18 per share. It also received Series A warrants for up to 4,237,288 Femasys shares at $1.18 and Series B warrants for up to 4,237,288 shares at $1.475. PharmaCyte may nominate one individual to the Femasys board until it owns less than 4.99% of the Femasys shares outstanding or the notes are repaid in full.
The release does not give a cash balance, a net loss or an expected use for the $7.0 million, so the balance sheet claim in the quoted statement cannot be tested against a figure in the release.
Why the terms matter
The financing gives investors a conversion price well below the earlier Series B price, along with warrants at the same $1.00 level. The preferred would convert into 7,000,000 common shares, and the warrants could add another 7,000,000. The company's release describes the deal as strengthening the balance sheet, but the terms ask it to pay a 7.0% cash dividend every quarter while it looks for a strategic outcome it does not describe.