PMCB Pharmacyte Biotech, Inc. - 8-K

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On December 1, 2025, PharmaCyte Biotech, Inc. (the “Company”)
received a written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”)
indicating that the Company is not in compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) (the
“Bid Price Rule”) for continued listing on The Nasdaq Capital Market. The Bid Price Rule requires listed securities to maintain
a minimum bid price of $1.00 per share, and, based on the closing bid price of the Company’s common stock for the 30 consecutive
business days preceding the date of the Notice, the Company no longer satisfies this requirement.

The Notice has no immediate effect on the listing or trading of the
Company’s common stock on The Nasdaq Capital Market, and the Company’s common stock will continue to trade under the symbol
“PMCB.” The Notice does not affect the Company’s business operations or its reporting obligations with the Securities
and Exchange Commission.

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has
been provided an initial period of 180 calendar days, or until June 1, 2026 (the “Compliance Date”), to regain compliance
with the Bid Price Rule. If at any time during this 180-day period the closing bid price of the Company’s common stock is at least
$1.00 per share for a minimum of 10 consecutive business days (or for such longer period as the Nasdaq staff may determine is necessary
under Nasdaq Listing Rule 5810(c)(3)(H)), Nasdaq will provide the Company with written confirmation of compliance, and the matter will
be closed.

If the Company does not regain compliance by the Compliance Date, the
Company may be eligible for an additional 180-day compliance period if it (i) meets all applicable continued listing requirements for
initial listing on The Nasdaq Capital Market (other than the minimum bid price requirement) and (ii) provides Nasdaq with written notice
of its intention to cure the deficiency during the second compliance period, which may include effecting a reverse stock split, if necessary.
If the Company does not qualify for the second compliance period or fails to regain compliance during any additional compliance period
granted, Nasdaq will provide written notification to the Company that its securities are subject to delisting. In such event, the Company
would be entitled to appeal Nasdaq’s determination to a Nasdaq Hearings Panel.

The Company intends to actively monitor the closing bid price of its
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. There can be no assurance that the Company will be able to regain or maintain
compliance with the Bid Price Rule or the other continued listing requirements of The Nasdaq Capital Market.

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