PharmaCyte Biotech (PMCB) Risk Analysis

In order to remain listed on Nasdaq, we are required to meet the continued listing requirements of Nasdaq or any other U.S. or nationally recognized stock exchange to which we may apply and be approved for listing. On December 1, 2025, we received a written notice (the "Notice") from the Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq") indicating that, based on the closing bid price of our common stock for the 30 consecutive business days preceding the date of the Notice, we were not in compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2), which requires listed securities to maintain a minimum bid price of $1.00 per share (the "Minimum Bid Price Requirement"). The Notice had no immediate effect on the listing or trading of our common stock, which continues to trade on The Nasdaq Capital Market under the symbol "PMCB." In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we were provided an initial compliance period of 180 calendar days, or until June 1, 2026, to regain compliance with the Minimum Bid Price Requirement. On June 2, 2026, we received notice from Nasdaq that we were eligible for an additional 180 calendar day period, or until November 30, 2026, to regain compliance with the Minimum Bid Price Requirement. There can be no assurance that we will regain compliance with the Minimum Bid Price Requirement within the additional compliance period. We may also be unable to satisfy other continued listing requirements in the future, and there is no guarantee that our common stock will remain listed on Nasdaq or any other U.S. or nationally recognized stock exchange. To address this deficiency, our Board has approved, and at our annual meeting of stockholders held on March 30, 2026, our stockholders approved, an amendment to our Articles of Incorporation, as amended, to effect a reverse stock split of our common stock at a ratio of not less than 1-for-1.1 and not more than 1-for-100, with the exact ratio, and whether and when to implement the reverse stock split, if at all, to be determined by our Board in its sole discretion. Our Board has the authority, but not the obligation, to effect the reverse stock split and may abandon the amendment at any time before it is filed with the Nevada Secretary of State, even though our stockholders have approved it. There can be no assurance that our Board will elect to effect the reverse stock split, that any reverse stock split will result in a sustained increase in the per share trading price of our common stock sufficient for us to regain or maintain compliance with the Minimum Bid Price Requirement, or that our common stock will not decline in price following any reverse stock split. If we do not regain compliance with the Minimum Bid Price Requirement or otherwise fail to satisfy Nasdaq's other continued listing requirements, Nasdaq will notify us that our common stock is subject to delisting, and we would be entitled to appeal that determination to a Nasdaq Hearings Panel, although there can be no assurance that any such appeal would be successful. If our common stock were delisted from Nasdaq, the established trading market for our common stock would be eliminated, and we would likely be forced to seek to have our common stock quoted on the OTC Markets or another quotation medium, which would likely reduce the liquidity and market price of our common stock, harm our reputation with employees, business partners and existing and prospective investors, and impair our ability to raise additional capital on acceptable terms, or at all, when needed. If, after listing, our common stock is delisted from Nasdaq or any other U.S. or nationally recognized stock exchange, we could face significant additional material adverse consequences, including: - a limited availability of market quotations for our common stock;         - reduced liquidity with respect to the market for our common stock;         - a determination that our common stock is a "penny stock," which will require brokers trading in our common stock to adhere to different rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our common stock;         - a limited amount of news and analyst coverage; and         - decreased ability to issue additional shares of our common stock or obtain additional financing in the future.

On July 22, 2026, the SEC approved a new Nasdaq rule (Listing Rules 5450(a)(3) and 5550(a)(6)) requiring companies listed on the Nasdaq Global Market and Nasdaq Capital Market to maintain a minimum Market Value of Listed Securities ("MVLS") of at least $5 million. Under the new rule, if a company's MVLS remains below $5 million for 30 consecutive business days, Nasdaq will issue a Staff Delisting Determination, and trading in the company's securities will be immediately suspended without any cure or compliance period. This represents a significant departure from Nasdaq's traditional approach to continued listing deficiencies, which typically provides issuers with compliance periods to regain compliance while remaining listed. Although a Nasdaq Hearings Panel may, in its discretion, grant an exception of up to 180 calendar days from the Staff Delisting Determination if a company demonstrates that it can satisfy Nasdaq's initial listing standards, such relief is discretionary, and the suspension from Nasdaq trading is not automatically stayed during any appeal. As of the date of this Report, our MVLS may be at or near levels that could implicate this new requirement. Given our current stock price and the number of shares of our common stock outstanding, a sustained decline in our stock price or other adverse market conditions could cause our MVLS to fall below $5 million for 30 consecutive business days, triggering an immediate suspension and delisting from Nasdaq. A delisting under this rule would have the same adverse consequences described above, including reduced liquidity, limited market quotations, diminished analyst coverage, and impaired ability to raise capital. Moreover, the lack of a cure period under this rule means that we would have limited time and recourse to address any such deficiency, and any appeal to a Hearings Panel would require us to demonstrate compliance with Nasdaq's more stringent initial listing standards.

As of April 30, 2026, we had 4,766 shares of our Series C Convertible Preferred Stock (the "Series C Preferred Stock") outstanding, which we issued in August 2025 in a $7,000,000 private placement. The Series C Preferred Stock has a stated value of $1,000 per share and an aggregate liquidation preference of approximately $4.8 million as of April 30, 2026, which is senior to the rights of holders of our common stock upon any liquidation, dissolution or winding up of the Company. Holders of the Series C Preferred Stock are entitled to cumulative dividends of 7% per annum, compounded quarterly, payable in cash, which rate increases to 15% per annum upon the occurrence of a Triggering Event (as defined in the applicable certificate of designations). Holders of the Series C Preferred Stock are also entitled to vote together with holders of our common stock as a single class, on an as-converted basis, on all matters submitted to a vote of our common stockholders, and, upon the occurrence of a Triggering Event, including our failure to pay amounts due when required, may require us to redeem their shares in cash at a premium. These senior dividend, liquidation, voting and redemption rights could reduce the amount of cash or other assets otherwise available for distribution to, or dilute the voting power of, holders of our common stock. We have previously issued other series of preferred stock with senior terms. In May 2023, we issued shares of our Series B Convertible Preferred Stock in a private placement, which carried a 4% per annum dividend rate (increasing to 15% per annum upon a Triggering Event), an initial conversion price of $4.00 per share subject to anti-dilution adjustment, and a right of holders to require redemption in cash at a premium upon a Triggering Event, although holders of the Series B Convertible Preferred Stock had no voting rights except with respect to certain matters affecting their rights. All outstanding shares of our Series B Convertible Preferred Stock have been redeemed. Without any stockholder vote or action, our Board may designate and approve for issuance additional shares of our preferred stock. The terms of any preferred stock may include priority claims to assets and dividends and special voting rights which could limit the rights of the holders of our common stock. The designation and issuance of preferred stock favorable to current management or stockholders could make any possible takeover of us or the removal of our management more difficult.

We have experienced significant volatility from time to time in the market price of our shares of common stock. Factors that may affect the market price include the following: - Announcements of regulatory developments or technological innovations by us or our competitors;         - Changes in our relationship with our licensors and other strategic partners;         - Our quarterly operating results;         - Litigation involving or affecting us;         - Shortfalls in our actual financial results compared to our guidance or the forecasts of stock market analysts;         - Developments in patent or other technology ownership rights;         - Acquisitions or strategic alliances by us or our competitors;         - Public concern regarding the safety of our products; and         - Government regulation of drug pricing.

Because of the price volatility in our shares, we have observed since its inception, investors in our common stock may not be able to sell their shares when they desire to do so at a price the investors desire to attain. During the year ended April 30, 2026, shares of our common stock were quoted and traded at a high of $1.51 per share and a low of $0.63 per share. The inability to sell securities in a rapidly declining market may substantially increase the risk of loss because the price of our common stock may suffer greater declines due to the historical price volatility of our shares. Certain factors, some of which are beyond our control, which may cause our share price to fluctuate significantly include, but are not limited to, the following: - Variations in our quarterly operating results;         - Loss of a key relationship or failure to complete significant product candidate milestones timely or at all;         - Additions or departures of key personnel; and         - Fluctuations in the stock market price and volume. In addition, in recent years the stock market in general, and the over-the-counter markets in particular, have experienced extreme price and volume fluctuations. In some cases, these fluctuations are unrelated or disproportionate to the performance of the underlying company. These market and industry factors may materially and adversely affect our share price, regardless of our performance or whether we meet our business objectives. In the past, class action litigation often has been brought against companies following periods of volatility in the market price of those companies' common stock. If we become involved in this type of litigation in the future, it could result in substantial costs and diversion of management attention and resources, which could have a material adverse effect on us and the trading price of our common stock.

We own securities of other public companies, the MyMD Pharmaceuticals Inc. which subsequently changed its name to TNF Pharmaceuticals, Inc. and then to Q/C Technologies, Inc. ("QCLS") QCLS Preferred Shares, the Femasys common stock, the Femasys Warrants and the QCLS Warrants. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations – Femasys Transaction" and "– QCLS Transaction" for more information regarding these securities. Defined terms used in this risk factor are defined in such section. The QCLS Series G Preferred Stock are convertible at a conversion price of $3.3713 per share. To the extent we convert the QCLS Series G Preferred Stock when the market price of the QCLS Common Shares is lower than the conversion price, we may realize a loss equal to the difference between the conversion price and the market price. The QCLS Series H Preferred Stock are convertible at a conversion price of $3.3713 per share. To the extent we convert the QCLS Series H Preferred Stock when the market price of the QCLS Common Shares is lower than the conversion price, we may realize a loss equal to the difference between the conversion price and the market price. The Femasys Series A Warrants are exercisable at an exercise price of $1.18 per share. In June 2026, Femasys completed a 20 to 1 reverse stock split, changing the conversion price to $23.60 per share. The Femasys Series B Warrants expired on November 21, 2024. There can be no assurance that the Femasys Warrants will be in the money when exercisable, and as such they may expire worthless. The QCLS Series G Warrants are exercisable at an exercise price of $3.3713 per share. There can be no assurance that the QCLS Series G Warrants will be in the money when exercisable, and as such they may expire worthless. The QCLS Series H Warrants are exercisable at an exercise price of $3.3713 per share. There can be no assurance that the QCLS Series H Warrants will be in the money when exercisable, and as such they may expire worthless. Our investments in securities of Femasys and QCLS represent a substantial concentration of our total assets, and adverse developments affecting either company could materially and adversely affect our financial condition.

Section 3(a)(1)(A) of the 1940 Act defines an "investment company" as any issuer that is or holds itself out as being, engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities. Section 3(a)(1)(C) of the 1940 Act defines "investment company" to mean any issuer that is engaged or proposes to engage in the business of investing, reinvesting, owning, holding, or trading in securities, and owns or proposes to acquire investment securities having a value exceeding 40% of the value of such issuer's total assets. Such investment companies are required to register and meet other requirements promulgated under the 1940 Act. Our purchases of securities of other companies, including pursuant to the Femasys Transaction and the QCLS Transaction (each as defined below), could give rise to a determination that we are or were an investment company subject to registration under the 1940 Act. Such a determination could have a material adverse effect on our business operations, projected revenues and earnings, and growth prospects. We believe that we are not an investment company, and we have conducted and intend to continue to conduct our operations so that we will not be deemed to be an investment company. However, if we were deemed to be an investment company under the 1940 Act, our future activities may be restricted, including: - restrictions on the nature of our investments; and         - restrictions on the issuance of securities, each of which may make it difficult for us to conduct our business and raise working capital. In addition, we may have imposed upon us burdensome requirements, including: - registration as an investment company with the Commission;         - adoption of a specific form of corporate structure different from our current operating structure; and         - reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are currently not subject to. Compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to operate our business, and make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business, financial condition and results of operations.