Item 5.07 Submission of Matters to a Vote of Security Holders.

On December 28, 2022, PharmaCyte Biotech, Inc. (the "Company") held its 2022 annual meeting of stockholders (the "Annual Meeting") via live webcast. At the Annual Meeting, 13,474,962 shares of common stock, or approximately 69.0% of the outstanding shares of common stock entitled to vote, were represented by proxy or in person, representing a quorum.

At the Annual Meeting, the stockholders of the Company voted as set forth below on seven proposals, each of which is described in detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on November 25, 2022. The final voting results for each matter submitted to a vote of the Company's stockholders are as follows:

Proposal 1. Election of Directors.

The election of five directors, each to hold office until the 2023 annual meeting of stockholders or until their respective successor is elected and qualified.





       Nominee           For    Withheld Broker Non-Votes

Joshua N. Silverman 7,462,403 352,070 5,660,489 Jonathan L. Schechter 7,475,332 339,141 5,660,489 Michael M. Abecassis 7,381,147 433,326 5,660,489 Robert Weinstein 7,443,492 370,981 5,660,489 Wayne R. Walker 7,421,985 392,488 5,660,489

Proposal 2. Approval of PharmaCyte Biotech, Inc. 2022 Equity Incentive Plan

The approval of the PharmaCyte Biotech, Inc. 2022 Equity Incentive Plan.





   For       Against    Abstain   Broker Non-Votes
6,532,612   1,162,890   118,971      5,660,489



Proposal 3. Approval of Reverse Stock Split.

The approval of an amendment to the Company's Articles of Incorporation, as amended (the "Charter") to effect a reverse stock split of the Company's common stock at a ratio of one new share for every five to twenty shares outstanding.





   For        Against    Abstain
11,385,563   2,067,045   22,354




The approval of Proposal 3 allows the Company's board of directors (the "Board") to effect one reverse stock split, to become effective at a time and at a ratio (within the approved range) to be designated by the Board in its sole discretion. The Board reserves the right not to effect the reverse stock split if the Board does not deem it to be in the best interests of the Company and its stockholders. The Board's decision as to whether and when to effect the reverse stock split will be based on a number of factors, including market conditions and existing and expected trading prices for the Company's common stock.











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Proposal 4. Approval of the Increase of Authorized Shares of Common Stock

The approval of an amendment to the Charter to increase the total number of authorized shares of common stock from 33,333,334 to 133,333,334.





   For        Against    Abstain
11,020,851   2,399,825   54,286



The approval of Proposal 4 authorizes the Company to file an amendment to its Charter to increase its authorized shares of common stock to 133,333,334. The Board reserves the right not to effect the increase in authorized shares if the Board does not deem it to be in the best interests of the Company and its stockholders. The Board's decision as to whether and when to effect the reverse stock split will be based on a number of factors, including whether it decides to effect the reverse stock split approved by Proposal 3.

Proposal 5. Ratification of Selection of Independent Registered Public Accounting Firm.

The ratification of the selection by the audit committee of the Board of Armanino LLP as the independent registered public accounting firm of the Company for the fiscal year ending April 30, 2023.





   For       Against   Abstain
13,124,245   256,083   94,634



Proposal 6. Approval of Executive Compensation.

The approval, on a non-binding advisory basis, of the compensation of the Company's named executive officers.





   For      Against     Abstain      Non-Votes    Broker Non-Votes
6,554,590   720,564        529,347      9,972         5,660,489




Proposal 7. Approval of Frequency of Future Votes to Approve Executive Compensation





The approval, on a non-binding advisory basis, of the frequency of future
advisory votes to approve the compensation of the Company's named executive
officers.



Every Year   Every Two Years   Every Three Years   Abstain   Broker Non-Votes
7,493,683        72,255             134,022        114,513      5,660,489



In accordance with Item 5.07(d) of Form 8-K, the Company will disclose the Company's decision on the frequency of future advisory stockholder votes on the compensation of the Company's named executive officers in an amendment to this Current Report on Form 8-K to be filed within 150 days of the Annual Meeting.













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