Form SC 13G - Statement of acquisition of beneficial ownership by individuals
February 14 2024 - 3:38PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 0)*
PHARMACYTE
BIOTECH, INC.
(Name
of Issuer)
Common
Stock, $0.0001 par value
(Title
of Class of Securities)
71715X203
(CUSIP
Number)
December
31, 2023
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
|
☒ |
Rule
13d-1(b) |
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☐ |
Rule
13d-1(c) |
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☐ |
Rule
13d-1(d) |
*The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover
page.
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
1. |
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ayrton
Capital LLC |
|
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
☐
(b)
☒ |
3. |
SEC
USE ONLY
|
|
4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5. |
SOLE
VOTING POWER
956,229*(1) |
6. |
SHARED
VOTING POWER
0 |
7. |
SOLE
DISPOSITIVE POWER
956,229*(1) |
8. |
SHARED
DISPOSITIVE POWER
0 |
9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
956,229*(1) |
|
10. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE
INSTRUCTIONS)
☐ |
11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%(2) |
|
12. |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IA |
|
1. |
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Alto
Opportunity Master Fund, SPC – Segregated Master Portfolio B |
|
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
☐
(b)
☒ |
3. |
SEC
USE ONLY
|
|
4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5. |
SOLE
VOTING POWER
956,229*(1) |
6. |
SHARED
VOTING POWER
0 |
7. |
SOLE
DISPOSITIVE POWER
956,229*(1) |
8. |
SHARED
DISPOSITIVE POWER
0 |
9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
956,229*(1) |
|
10. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE
INSTRUCTIONS)
☐ |
11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%(2) |
|
12. |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO |
|
1. |
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Waqas
Khatri |
|
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
☐
(b)
☒ |
3. |
SEC
USE ONLY
|
|
4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5. |
SOLE
VOTING POWER
956,229*(1) |
6. |
SHARED
VOTING POWER
0 |
7. |
SOLE
DISPOSITIVE POWER
956,229*(1) |
8. |
SHARED
DISPOSITIVE POWER
0 |
9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
956,229*(1) |
|
10. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE
INSTRUCTIONS)
☐ |
11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%(2) |
|
12. |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
|
Item
1. |
(a). |
Name
of Issuer: |
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PharmaCyte
Biotech, Inc. |
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(b). |
Address
of issuer’s principal executive offices: |
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3960
Howard Hughes Parkway, Suite 500 |
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Las
Vegas, NV 89169 |
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Item
2. |
(a). |
Name
of person filing: |
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Ayrton
Capital LLC |
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Alto
Opportunity Master Fund, SPC – Segregated Master Portfolio B |
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Waqas
Khatri |
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Address
or principal business office or, if none, residence: |
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(b). |
Ayrton
Capital, LLC |
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55
Post Rd West, 2nd Floor |
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Westport,
CT 06880 |
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Alto
Opportunity Master Fund, SPC – Segregated Master Portfolio B |
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Suite
#7, Grand Pavilion Commercial Centre |
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802
West Bay Road |
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Grand
Cayman |
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P.O.
Box 10250 |
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Cayman
Islands |
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Waqas
Khatri |
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55
Post Rd West, 2nd Floor |
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Westport,
CT 06880 |
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(c).
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Citizenship: |
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Ayrton
Capital LLC – Delaware |
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Alto
Opportunity Master Fund, SPC – Segregated Master Portfolio B – Cayman Islands |
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Waqas
Khatri – United States |
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(d). |
Title
of class of securities: |
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Common
Stock, $0.0001 par value |
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(e). |
CUSIP
No.: |
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71715X203 |
Item
3. |
If
This Statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a: |
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|
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Ayrton
Capital LLC |
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(a) |
☐ |
Broker
or Dealer Registered Under Section 15 of the Act (15 U.S.C. 78o) |
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(b) |
☐ |
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c) |
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(c) |
☐ |
Insurance
Company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c) |
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(d) |
☐ |
Investment
Company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8) |
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(e) |
☒ |
Investment
Adviser in accordance with § 240.13d-1(b)(1)(ii)(E) |
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(f) |
☐ |
Employee
benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F) |
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(g) |
☐ |
Parent
Holding Company or control person in accordance with § 240.13d-1(b)(ii)(G) |
|
(h) |
☐ |
Savings
Association as defined in § 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813) |
|
(i) |
☐ |
Church
plan that is excluded from the definition of an investment company under § 3(c)(15) of the Investment Company Act of 1940 (15
U.S.C. 80a-3) |
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(j) |
☐ |
A
non-U.S. institution in accordance with § 240.13d-1(b)(ii)(J) |
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(k) |
☐ |
Group,
in accordance with §240.13d-1(b)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J),
please specify the type of institution: ________ |
Item |
4. Ownership. |
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Provide the following information regarding
the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
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(a) |
Amount
beneficially owned: |
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|
|
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Ayrton
Capital LLC – 956,229*(1) |
|
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Alto
Opportunity Master Fund, SPC – Segregated Master Portfolio B – 956,229*(1) |
|
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Waqas
Khatri – 956,229*(1) |
|
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|
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(b) |
Percent
of class: |
|
|
|
|
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Ayrton
Capital LLC – 9.9%(2) |
|
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Alto
Opportunity Master Fund, SPC – Segregated Master Portfolio B – 9.9%(2) |
|
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Waqas
Khatri – 9.9%(2) |
|
|
|
|
(c) |
Number
of shares as to which Ayrton Capital LLC has: |
|
(i) |
Sole
power to vote or to direct the vote |
|
956,229*(1) |
, |
|
|
|
|
|
|
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(ii) |
Shared
power to vote or to direct the vote |
|
0 |
, |
|
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(iii) |
Sole
power to dispose or to direct the disposition of |
|
956,229*(1) |
, |
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|
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(iv) |
Shared
power to dispose or to direct the disposition of |
|
0 |
. |
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|
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Number
of shares as to which Alto Opportunity Master Fund SPC – Segregated Master Portfolio B has: |
|
|
, |
|
|
|
|
|
|
|
(i) |
Sole
power to vote or to direct the vote |
|
956,229*(1) |
, |
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(ii) |
Shared
power to vote or to direct the vote |
|
0 |
, |
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|
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(iii) |
Sole
power to dispose or to direct the disposition of |
|
956,229*(1) |
, |
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|
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(iv) |
Shared
power to dispose or to direct the disposition of |
|
0 |
. |
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Number
of shares as to which Waqas Khatri has: |
|
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|
|
|
|
|
|
|
(i) |
Sole
power to vote or to direct the vote |
|
956,229*(1) |
, |
|
|
|
|
|
|
|
(ii) |
Shared
power to vote or to direct the vote |
|
0 |
, |
|
|
|
|
|
|
|
(iii) |
Sole
power to dispose or to direct the disposition of |
|
956,229*(1) |
, |
|
|
|
|
|
|
|
(iv) |
Shared
power to dispose or to direct the disposition of |
|
0 |
. |
*Shares
reported herein represent Common Stock of PharmaCyte Biotech, Inc. (the “Issuer”) held by Alto Opportunity Master
Fund, SPC – Segregated Master Portfolio B, a Cayman Islands exempted company (the “Fund”). The Fund is a private investment
vehicle for which Ayrton Capital LLC, a Delaware limited liability company (the “Investment Manager”), serves as the investment
manager. Waqas Khatri serves as the managing member of the Investment Manager (all of the foregoing, collectively, the “Reporting
Persons”).
(1)
Represents 956,229 shares of Common Stock issuable on the exercise of certain warrants (the “Warrants”) and conversion of
certain convertible preferred stock (the “Preferred Shares”) held by the Reporting Persons. The issuable shares
of Common Stock related to the exercise of the Warrants and conversion of the Preferred Shares are both subject to either a 4.99% or
a 9.99% beneficial ownership blocker.
(2)
Based on (i) 8,615,640 shares of Common Stock of the Issuer that were outstanding as of December 13, 2023; and (ii) 956,229 shares
of Common Stock issuable on the exercise of the Warrants and conversion of the Preferred Shares held by the Reporting Persons. The amount
of shares outstanding was based upon a statement in the Issuer’s Form 10-Q, filed on December 15, 2023.
For
the sake of clarity, the holdings of the Reporting Persons reported herein are as of December 31, 2023.
By
virtue of these relationships, the Reporting Persons may be deemed to have sole voting and dispositive power with respect to the shares
owned directly by the Fund. This report shall not be deemed an admission that the Reporting Persons are beneficial owners of the shares
for purposes of Section 13 of the Exchange Act 1934, as amended, or for any other purpose. Each of the Reporting Persons disclaims beneficial
ownership of the shares reported herein except to the extent of the Reporting Person’s pecuniary interest therein.
Item
5. |
Ownership
of Five Percent or Less of a Class. |
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If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following ☐. |
Item
6. |
Ownership
of More Than Five Percent on Behalf of Another Person. |
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|
If
any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from
the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates
to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered
under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. |
|
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Not
applicable |
Item
7. |
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
|
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|
If
a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g)
and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company
or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification
of the relevant subsidiary. |
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Not
applicable |
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|
Item
8. |
Identification
and Classification of Members of the Group. |
|
|
|
If
a group has filed this schedule pursuant to § 240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating
the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to Rule 13d- 1(c)
or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group. |
|
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|
Not
applicable |
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|
Item
9. |
Notice
of Dissolution of Group. |
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|
Notice
of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect
to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See
Item 5. |
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Not
applicable |
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Item
10. |
Certification. |
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By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities
solely in connection with a nomination under § 240.14a-11. |
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Dated:
February 14, 2024 |
Ayrton
Capital LLC |
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|
|
|
By: |
/s/
Waqas Khatri |
|
Name: |
Waqas
Khatri |
|
Title:
|
Managing
Member |
|
|
|
|
Alto
Opportunity Master Fund, SPC – Segregated Master Portfolio B |
|
|
|
|
By: |
/s/
Waqas Khatri |
|
Name: |
Waqas
Khatri |
|
Title: |
Managing
Member of Ayrton Capital LLC |
|
|
|
|
Waqas
Khatri |
|
|
|
|
By: |
/s/
Waqas Khatri |
The
original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement
is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person,
evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however,
that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and
any title of each person who signs the statement shall be typed or printed beneath his signature.
Note.
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7
for other parties for whom copies are to be sent.
Attention.
Intentional misstatements or omissions of fact constitute Federal criminal violations (see § 18 U.S.C. 1001).
Exhibit
1
Joint
Filing Statement
Statement
Pursuant to Rule 13d-1(k)(1)
The
undersigned hereby consent and agree to file a joint statement on Schedule 13G under the Securities Exchange Act of 1934, as amended,
with respect to the Common Stock, $0.0001 par value of PharmaCyte Biotech, Inc., beneficially owned by them, together with any or all
amendments thereto, when and if appropriate. The parties hereto further consent and agree to file this Statement pursuant to Rule 13d-1(k)(1)(iii)
as an exhibit to Schedule 13G, thereby incorporating the same into such Schedule 13G.
Dated:
February 14, 2024 |
Ayrton
Capital LLC |
|
|
|
|
By: |
/s/
Waqas Khatri |
|
Name: |
Waqas
Khatri |
|
Title:
|
Managing
Member |
|
|
|
|
Alto
Opportunity Master Fund, SPC – Segregated Master Portfolio B |
|
|
|
|
By: |
/s/
Waqas Khatri |
|
Name: |
Waqas
Khatri |
|
Title: |
Managing
Member of Ayrton Capital LLC |
|
|
|
|
Waqas
Khatri |
|
|
|
By: |
/s/
Waqas Khatri |
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