SEC Comment Letter 0000000000-23-005380 to PharmaCyte Biotech, Inc. (PMCB)
PharmaCyte Biotech, Inc.
Date: May 19, 2023 · CIK: 0001157075 · Accession: 0000000000-23-005380
AI Filing Summary & Sentiment
Reasoning
Letter
United States securities and exchange commission logo May 19, 2023 Joshua Silverman Interim Chief Executive Officer PharmaCyte Biotech, Inc. 3960 Howard Hughes Parkway, Suite 500 Las Vegas, NV 89169 Re:PharmaCyte Biotech, Inc. Schedule TO-I Filed May 11, 2023 File No. 005-91495 Dear Joshua Silverman: We have reviewed your filing and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this comment by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this comment, we may have additional comments. Schedule TO-I filed May 11, 2023 General 1.We note that the Offer is for up to 7,750,000 Shares, which, if fully tendered, would comprise 46% of the currently outstanding Shares. We also note that the Company may increase the the number of Shares by no more than 2% of the outstanding Shares without extending the offer, and therefore the Offer would comprise 48% of the currently outstanding Shares. We also note the disclosure that the Board has authorized the Company to repurchase up to $20 million shares through May 30, 2024, and has approximately $6.5 million remaining on such repurchase plan. Please provide an analysis as to why the offer should not be deemed the first step in a going private transaction under Exchange Act Rule 13e-3 that required the filing of a Schedule 13E-3 at the time set forth in General Instruction D. For guidance, see Rule 13e-3(a)(3)(ii) and Q&A #4 of Exchange Act Release No. 34-17719.
FirstName LastNameJoshua Silverman Comapany NamePharmaCyte Biotech, Inc. May 19, 2023 Page 2 FirstName LastName Joshua Silverman PharmaCyte Biotech, Inc. May 19, 2023 Page 2 We remind you that the filing persons are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please direct any questions to Michael Killoy at (202) 551-7576 or Perry Hindin at (202) 551-3444. Sincerely, Division of Corporation Finance Office of Mergers & Acquisitions cc: Kenneth Koch, Esq.
Show Raw Text
United States securities and exchange commission logo
May 19, 2023
Joshua Silverman
Interim Chief Executive Officer
PharmaCyte Biotech, Inc.
3960 Howard Hughes Parkway, Suite 500
Las Vegas, NV 89169
Re:PharmaCyte Biotech, Inc.
Schedule TO-I
Filed May 11, 2023
File No. 005-91495
Dear Joshua Silverman:
We have reviewed your filing and have the following comment. In our comment, we may
ask you to provide us with information so we may better understand your disclosure.
Please respond to this comment by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comment applies to your facts
and circumstances, please tell us why in your response.
After reviewing your response to this comment, we may have additional comments.
Schedule TO-I filed May 11, 2023
General
1.We note that the Offer is for up to 7,750,000 Shares, which, if fully tendered, would
comprise 46% of the currently outstanding Shares. We also note that the Company may
increase the the number of Shares by no more than 2% of the outstanding Shares without
extending the offer, and therefore the Offer would comprise 48% of the currently
outstanding Shares. We also note the disclosure that the Board has authorized the
Company to repurchase up to $20 million shares through May 30, 2024, and has
approximately $6.5 million remaining on such repurchase plan. Please provide an analysis
as to why the offer should not be deemed the first step in a going private transaction under
Exchange Act Rule 13e-3 that required the filing of a Schedule 13E-3 at the time set forth
in General Instruction D. For guidance, see Rule 13e-3(a)(3)(ii) and Q&A #4 of Exchange
Act Release No. 34-17719.
FirstName LastNameJoshua Silverman
Comapany NamePharmaCyte Biotech, Inc.
May 19, 2023 Page 2
FirstName LastName
Joshua Silverman
PharmaCyte Biotech, Inc.
May 19, 2023
Page 2
We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please direct any questions to Michael Killoy at (202) 551-7576 or Perry Hindin at (202)
551-3444.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions
cc: Kenneth Koch, Esq.