PMCB 10-K & 10-Q changes, risk factors and insider trading

We are a biotechnology company focused on developing cellular therapies for cancer based upon a proprietary cellulose-based live cell encapsulation technology known as “Cell-in-a-Box®.” In recent years, we have devoted substantially all our resources to the development of our product candidates for LAPC. We have limited resources, a limited operating history, no products approved for clinical trials or commercial sale and therefore have not produced any revenues. We have generated significant operating losses since our inception. Our net incomeloss attributable to common stockholders for the year ended April 30, 20252026 was approximately $23 million, mostly attributable to fair value fluctuations losses of approximately $14 million, preferred stock and warrant issuance costs of $1.4 million, preferred stock accretion costs of $3.5 million and operating expenses of approximately $6.8 million, net of a gain on the related party investment of approximately $21 $2.1 million and fair value fluctuations of approximately $14 million, and for 20242025 our net lossincome attributable to common stockholders was approximately $17.2$23 million. As of April 30, 2025,2026, we had an accumulated deficit of approximately $85$104 million. Substantially all our losses have resulted from expenses incurred relating to our research and development programs and from general and administrative expenses and operating losses associated with our business.

On October 1, 2020, we received notice from the FDA FDA that it had placed our IND for a planned clinical trial in LAPC on clinical hold. As part of the clinical hold process, the FDA has asked asked for additional information, tasks to be performed by us and new preclinical studies and assays. It has taken and may continue to take take a considerable period of time, the length of which is not certain at this time, for us to conduct such tasks and preclinical studies and and to generate and prepare the requested information. Even if we are able to fully respond to the FDA’s requests, the agency may subsequently subsequently make additional requests that we would need to fulfill prior to the lifting of the clinical hold and we may never be able to begin our clinical trial in LAPC, obtain regulatory approval or successfully commercialize our product candidates. An inability to conduct our clinical trial in LAPC as a result of the clinical hold or otherwise, would likely force us to terminate our clinical development plans. It is possible that we will be unable to fully respond to the FDA in a satisfactory manner, and as a result the clinical hold may never be lifted. If the clinical hold is not lifted or if the lifting takes an extended period of time, our business and prospects will likely suffer material adverse consequences. As of the date of this Report, the clinical hold has remained in place for over five years since October 2020, and we cannot predict whether or when it will be lifted.

Our operating and capital requirements during this this fiscal year and thereafter will vary based on several factors, including whether we can complete the studies requested by the FDA with with respect to our IND filing, whether the FDA allows us to commence our planned clinical trial for LAPC, how quickly enrollment of patients in our such trial can be commenced, the duration of the clinical trial and any change in the clinical development plans for our product candidates and the outcome, timing and cost of meeting regulatory requirements established by the FDA and the EMA or other comparable foreign regulatory authorities.

Because of our limited operating history as a biotech biotech company;company, we are currently unable to accurately forecast our revenues. Future expense levels will likely be based largely on our marketing marketing and development plans and estimates of future revenue. Any sales or operating results will likely generally depend on volume and timing of orders, which may not occur and on our ability to fulfill such orders, which we may not be able to do. We may be unable to adjust spending in a timely manner to compensate for any unexpected revenue shortfall. Accordingly, any significant shortfall in revenues in relation to planned expenditures could have an immediate adverse effect on our business, prospects, financial condition and results of operations. Further, as a strategic response to changes in the competitive environment, we may from time to time make certain pricing, service or marketing decisions that could have a material adverse effect on our business, prospects, financial condition and results of operations.

We may experience significant fluctuations in future future operating results due to a variety of factors, many of which are outside of our control. Factors that may affect operating results include: (i) the ability to obtain and retain customers; (ii) our ability to attract new customers at a steady rate and maintain customer satisfaction satisfaction with products; (iii) our announcement or introduction of new products by us or our competitors; (iv) price competition; (v) the level of use and consumer acceptance of itsour products; (vi) the amount and timing of operating costs and capital expenditures relating to expansion of the business, operations and infrastructure; (vii) governmental regulations; (viii) general economic conditions; and (ix) delays or disruptions in our supply chain.

We rely on information technology systems that we we or our third-party providers operate to process, transmit and store electronic information in our day-to-day operations. In connection with our product discovery efforts, we may collect and use a variety of personal data, such as name, mailing address, email addresses, phone number and clinical trial information. A successful cyberattack could result in the theft or destruction of intellectual property, data, or other misappropriation of assets, or otherwise compromise our confidential or proprietary information and disrupt our operations. Cyberattacks are increasing in their frequency, sophistication and intensity, and have become increasingly difficult to detect. Cyberattacks could include wrongful conduct by hostile foreign governments, industrial espionage, wire fraud and other forms of cyber fraud, the deployment of harmful malware, denial-of-service, social engineering fraud or other means to threaten data security, confidentiality, integrity and availability. In particular, threat actors are increasingly leveraging artificial intelligence technologies, including generative AI, to enhance the sophistication and effectiveness of cyberattacks through techniques such as AI-generated phishing communications, deepfakes, and advanced social engineering tactics that are more difficult to detect using traditional security measures. A successful cyberattack could cause serious negative consequences for us, including, without limitation, the disruption of operations, the misappropriation of confidential business information, including financial information, trade secrets, financial loss and the disclosure of corporate strategic plans. Although we devote resources to protect our information systems, we realize that cyberattacks are a threat, and there can be no assurance that our efforts will prevent information security breaches that would result in business, legal, financial or reputational harm to us, or would have a material adverse effect on our results of operations and financial condition. Any failure to prevent or mitigate security breaches or improper access to, use of, or disclosure of our clinical data or patients’ personal data could result in significant liability under state (e.g., state breach notification laws), federal (e.g., HIPAA, as amended by HITECH), and international law (e.g., the GDPR) and may cause a material adverse impact to our reputation, affect our ability to conduct new studies and potentially disrupt our business.

In addition, the computer systems of various third parties on which we rely, and other contractors, consultants and law and accounting firms, may sustain damage from computer viruses, unauthorized access, data breaches, phishing attacks, cybercriminals, natural disasters (including hurricanes and earthquakes), terrorism, war and telecommunication and electrical failures. We rely on our third-party providers to implement effective security measures and identify and correct for any such failures, deficiencies or breaches. Our cybersecurity risk management is led by a contracted third-party Information Security Officer. While this individual has substantial experience in cybersecurity, our reliance on a single contracted individual for this critical function means that the departure, unavailability, or incapacitation of this individual could leave us without adequate cybersecurity oversight for a period of time. If we or our third-party providers fail to maintain or protect our information technology technology systems and data integrity effectively or fail to anticipate, plan for or manage significant disruptions to our information technology technology systems, we or our third-party providers could have difficulty preventing, detecting and controlling such cyber-attacks and any such attacks could result in losses described above as well as disputes with physicians, patients and our partners, regulatory sanctions or penalties, increases in operating expenses, expenses or lost revenues or other adverse consequences, any of which could have a material adverse effect on our business, results of operations, financial condition, prospects and cash flows. Any failure by such third parties to prevent or mitigate security breaches or improper access to or disclosure of such information could have similarly adverse consequences for us. If we are unable to prevent or mitigate the impact of such security or data privacy breaches, we could be exposed to litigation and governmental investigations, which could lead to a potential disruption to our business. In addition, our cybersecurity insurance coverage may not be adequate or sufficient to protect us from liabilities arising out of cybersecurity incidents, and such coverage may not continue to be available on commercially reasonable terms or at all.

We may be eligible for priority review designation for our product candidates if the regulatory agencies determine that such product candidates offer major advances in treatment of a serious disease or condition or provide a treatment for a serious disease or condition where no adequate therapy exists. For a description of priority review designation, see “Government Regulation – Fast Track, Breakthrough Therapy and Priority Review Designations.”

We mayare not becurrently ablein tocompliance meetwith the continued continued listing requirements for Nasdaq, and if we are unable to regain compliance, our common stock could be delisted from Nasdaq or another nationally recognized stock exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

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 not paid dividends on our shares of common stock and do not anticipate paying such dividends in the foreseeable future. In addition, the terms of the certificate of designations governing our Series C Preferred SharesStock presently restricts our ability to pay dividends.

We own securities of other public companies, including the Notes,MyMD thePharmaceuticals 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 TNFQCLS Warrants. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Femasys Transaction” and “– TNFQCLS Transaction” for more information regarding these securities. Defined terms used in this risk factor are defined in such section.

The TNFQCLS Series G Preferred SharesStock are convertible at a conversion price of $0.1832$3.3713 per share. To the extent we convert the TNFQCLS Series G Preferred SharesStock when the market price of the TNF 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 TNFQCLS Series G Warrants are exercisable at an exercise price of $0.1832$3.3713 per share. There can be no assurance that the TNFQCLS Series G Warrants will be in the money when exercisable, and as such they may expire worthless.

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 TNFQCLS 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 are an early-stage biotechnology company with a a limited operating history. As of April 30, 2025,2026, we had 2two full-time employees and relied on numerous consultants. We are highly dependent on the R&D, clinical and business development expertise of the principal members of our management, scientific and clinical teams, specifically, specifically, on our Interim Chief Executive Officer and Chief Financial Officer. Recruiting and retaining qualified scientific, clinical, manufacturing and sales and marketing personnel will also be critical to our success. The loss of the services of our Interim Chief Executive Officer and Chief Financial Officer or other key employees or consultants could severely impede the achievement of our R&D and commercialization of of our product candidates and seriously harm our ability to successfully implement our business strategy.

The following discussion may contain forward-looking statements that involve risks and uncertainties. As described under the caption “Cautionary Note Regarding Forward-Looking Statements,” our actual results could differ materially from those discussed here. Factors that could cause or contribute to such differences include, but are not limited to, any factors discussed in this section as well as factors described in Part II,I, Item 1A. “Risk Factors” and under the caption “Cautionary Note Regarding Forward-Looking Statements.”

Series C Private Placement

The terms of the Series C Preferred SharesStock are as set forth in athe form of Certificate of Designations (the “Series C Certificate of Designations”), which was filed with the Secretary of the State of Nevada on May 10, 2023.. The Series C Preferred Shares Stock are convertible into commonshares stockof Common Stock (the “Conversion Shares”) at the election of the holder at any time at an initial conversion price of $4.00$1.00 (the “Conversion Price”). The Conversion Price is subject to customary adjustments for stock dividends, stock splits, reclassifications and the like, and subject to price-based adjustment in the event of any issuances of common stock,Common Stock, or securities convertible, exercisable or exchangeable for commonCommon stock,Stock, at a price below the then-applicable Conversion Price (subject to certain exceptions). WeThe areconversion requiredprice was reduced to settle$0.95 theafter Preferredissuance Shares in equal monthly installments, commencing on November 9, 2023. The amortization payments due upon such redemption are payable, at our election, in cash, or subject to certain limitations, in shares of common stock valued at the lower of (i) the Conversion Price then in effect and (ii) the greater of (A) a 20% discount to the average of the three lowest closing prices of our common stock during the thirty trading day period immediately priorpursuant to the datefull ratchet anti-dilution provisions the amortization payment is due or (B) the lower of $0.556 and 20% of the Minimum Price (as defined in Rule 5635 of the Rule of the Nasdaq Stock Market) on the date of receipt of Nasdaq Stockholder Approval (as defined below); provided that if the amount set forth in clause B is the lowest effective price, we will be required to pay the amortization payment in cash. We may require holders to convert their Preferred Shares into Conversion Shares if the closing price of the common stock exceeds $6.00 per share for 20 consecutive trading days and the daily trading volume of the common stock exceeds 1,000,000 shares per day during the same period and certain equity conditions describedcontained in the Series C Certificate of Designations are satisfied.Designations.

The holders of the Series C Preferred SharesStock arewill be entitled to dividends of 4%7% per annum, compounded monthly,quarterly, which arewill be payable in cash or shares of common stock at our option, in accordance with the terms of the Certificate of Designations.cash. Upon the occurrence and during the continuance of a Triggering Event (as defined in the Series C Certificate of Designations), the Series C Preferred SharesStock will accrue dividends at the rate of 15% per annum. The holders of Series C Preferred Shares haveStock noare votingentitled rightsto onvote accountwith holders of the Common Stock as a single class on all matters that holders of Common Stock are entitled to vote upon, with the number of votes per Series C Preferred Shares,Share otherequal to the stated value of such Series C Preferred Share divided by the then applicable Conversion Price; provided, however that in no event shall the then applicable Conversion Price be less than withthe respect“Minimum Price” (as defined in Nasdaq Listing Rule 5635) on the date immediately prior to certain matters affecting the rightsdate of the Preferred Shares.Series C Private Placement Agreement.

The Series C Certificate of Designations includes certain certain Triggering Events (as defined in the Series C Certificate of Designations), including, among other things, the failure to file and maintain an effective registration statement covering the sale of the holder’s securities registrable pursuant to a registration rights agreement entered into by us and the Investors simultaneously with the Purchase Agreement and our failure to pay any amounts due to the holders of the Series C Preferred SharesStock when due. In connection with a Triggering Event, each holder of Series C Preferred SharesStock will be able to require us to redeem in cash any or all of the holder’s Series C Preferred SharesStock at a premium set forth in the Series C Certificate of Designations.

In June 2026, Femasys completed a 20 to 1 reverse stock split. All amounts presented below are on a pre-split basis. On November 14, 2023, we entered into a securities purchase agreement (the “Femasys Purchase Agreement”) with Femasys Inc. (“Femasys”), pursuant to which we purchased from Femasys (i) senior unsecured convertible notes (the “Notes”) in an aggregate principal amount of $5,000,000, convertible into shares of Femasys common stock, par value $0.001 per share (the “Femasys Shares”) at a conversion price of $1.18 per share, (ii) Series A Warrants (the “Series A Warrants”) to purchase up to an aggregate of 4,237,288 Femasys Shares at an exercise price price of $1.18 per share, and (iii) Series B Warrants (the “Series B Warrants” and, together with the Series A Warrants, the “Femasys Warrants”) to purchase up to an aggregate of 4,237,288 Femasys Shares at an exercise price of $1.475 per share (collectively, the the “Femasys Transaction”).

The Notes are senior unsecured obligations of Femasys and accrue interest at a rate of 6.00% per annum, payable annually, in cash or Femasys Shares at Femasys’ option, and mature two years after the date of issuance. The initial annual interest paymentpayments waswere paid in stock. The Notes are convertible into Femasys Shares at at our election at any time at an initial conversion price of $1.18. The conversion price is subject to customary adjustments for stock dividends, dividends, stock splits, reclassifications and similar corporate events. Femasys agreed in the Femasys Purchase Agreement and the Notes not to issue or sell any of its equity securities at a price below the then-current conversion price for a period of 18 months after closing, subject subject to certain exceptions. During the years ended April 30, 20252026 and 2024,2025, the Notes earned $300,000interest of $162,500 and $137,500,$300,000, respectively. On November 21, 2024, weWe received a settlement of twelve months of interest in the form of 379,747 and 315,790 sharesshares, respectively, of Femasys common stock.stock on November 21, 2025 and 2024, respectively. On November 21, 2025, we received $5 million in cash in full settlement of the Femasys Note. The fair value of the 695,537 shares was measured at April 30, 2025,2026, resulting in an unrealized gainloss of $66,316.$412,306.

TNFQCLS Transaction

On May 20, 2024, we entered into a securities purchase agreement (the “TNFQCLS Purchase Agreement”) with TNFQ/C Pharmaceuticals,Technologies, Inc. (f/k/a TNF Pharmaceuticals, Inc.) and (f/k/a MyMD Pharmaceuticals, Inc.) (“TNFQCLS”), pursuant to which we purchased from TNFQCLS (i) shares of TNF’sQCLS’s Series G Convertible Preferred Stock (the “TNFQCLS Preferred Shares”), convertible into 3,854,626 shares of TNF’sQCLS’s common stock, par value $0.001 per share (the “TNFQCLS Common Shares”), (ii) warrants to purchase up to 3,854,626 TNFQCLS Common Shares with a five-year term (the “Long-Term Warrants”) and (iii) warrants to purchase up to 3,854,626 TNFQCLS Common Shares with an 18-month term (the “Short-Term Warrants” and, together with the Long-Term Warrants, the “TNFQCLS Warrants”) for an aggregate purchase price of $7,000,000 (the purchase of the TNFQCLS Preferred Shares, the Long-Term Warrants and the Short-Term Warrants, the “TNFQCLS Transaction”).

Pursuant to the TNFQCLS Purchase Agreement, we have the the right to participate in future sales of TNF’sQCLS’s equity and equity-linked securities until the second anniversary of the closing or or the date on which no TNFQCLS Preferred Shares remain outstanding, whichever is earlier. Additionally, we have the right to nominate one individual individual to serve on TNF’sQCLS’s board of directors until the Company no longer beneficially owns 20% of the TNFQCLS Common Shares on an as-converted as-converted basis.

The terms of the TNFQCLS Preferred Shares are as set forth a certificate of designations (the “TNFQCLS Certificate of Designations”), which TNFQCLS filed with the Secretary of State for for the State of Delaware on May 21, 2024. The TNFQCLS Preferred Shares are convertible into TNFQCLS Common Shares at our election at any time at at an initial conversion price of $1.816. The conversion price is subject to customary adjustments for stock dividends, stock splits, reclassifications reclassifications and the like, and subject to price-based adjustment in the event of any issuances of TNFQCLS Common Shares, or securities convertible, exercisable or exchangeable for TNFQCLS Common Shares, at a price below the then-applicable conversion price (subject to certain exceptions). In April 2025, the conversion price was adjusted to $0.1832 per share as a result of stock option grants. At any time after the issuance date of the TNFQCLS Preferred Shares, TNFQCLS has the option to redeem in cash all or any portion of the outstanding TNFQCLS Preferred Shares then outstanding at a premium upon notice to the Company.

Pursuant to the TNFQCLS Certificate of Designations, we will be entitled to dividends of 10% per annum, compounded monthly, which will be payable in cash or in TNFQCLS Common Shares at our option. Upon the occurrence and during the continuance of a Triggering Event (as defined in the TNFQCLS Certificate of Designations), the TNFQCLS Preferred Shares will accrue dividends at the rate of 15% per annum. Upon conversion or redemption, we are entitled to receive a dividend make-whole payment. We will be entitled to vote with holders of the TNFQCLS Common Shares on as as-converted basis, with the number of votes to which we are entitled to be calculated assuming a conversion price of $2.253 per share. TNF’sQCLS’s ability to settle conversions and make dividend dividend make-whole payments by issuing TNFQCLS Common Shares is subject to certain limitations set forth in the TNFQCLS Certificate of Designations.

The TNFQCLS Certificate of Designations includes certain triggering events, including, among other things, the failure by TNFQCLS to file and maintain an effective registration statement covering the sale of the securities registrable pursuant to a registration rights agreement and the failure by TNFQCLS to pay any amounts to us when due. In connection with a triggering event, we will be able to require TNFQCLS to redeem in cash any or all of its TNFQCLS Preferred Shares at at a premium set forth in the TNFQCLS Certificate of Designations.

TNFQCLS is subject to certain affirmative and negative covenants regarding the incurrence of indebtedness, the existence of liens, the repayment of indebtedness, the payment of cash in respect of dividends (other than dividends pursuant to the TNFQCLS Certificate of Designations), distributions or redemptions, and the transfer of assets, among other matters.

The Long-Term Warrants are exercisable for TNFQCLS Common Shares immediately, at an initial exercise price of $1.816 per share and expire five years from the date of issuance. The Short-Term Warrants are exercisable for TNFQCLS Common Shares immediately, at an initial exercise price of $1.816 per share and expire 18 months from the date of issuance. The exercise price of each TNFQCLS Warrant is subject to customary adjustments for stock dividends, stock splits, reclassifications and the like, and subject to price-based adjustment, on a “full ratchet” basis, in the event of any issuances of TNFQCLS Common Shares or securities convertible, exercisable or exchangeable for TNFQCLS Common Shares at a price below the then-applicable exercise price (subject to certain exceptions). In April 2025, the exercise price for both the Long-Term Warrants and Short-Term Warrants was adjusted to $0.1832 per share. As a result of the exercise price adjustment, the number of warrant shares attributable to both the Long-Term and Short-Term Warrants increased to 38,209,611 each. The Short-Term Warrants expired on November 23, 2025. As of April 30, 2026, the price of the Long-Term Warrants was adjusted to $3.3713 per share. As a result, of the exercise price adjustment, the number of warrant shares attributable to the Long-Term Warrants adjusted to 2,076,351.

In connection with the TNFQCLS Transaction, we entered into a registration rights agreement with TNF,QCLS, pursuant to which TNFQCLS was required to file a resale registration statement with the Commission, registering 200% of the shares issuable pursuant to the TNFQCLS Preferred Shares and the TNFQCLS Warrants.

Non-financial performance indicators used by management to manage and assess how the business is progressing will include, but are not limited to, the ability to: (i) acquire appropriate funding for all aspects of our operations; (ii) acquire and complete necessary contracts; (iii) complete activities for producing genetically modified human cells and having them encapsulated for our preclinical studies and the planned clinical trial in LAPC; (iv) have regulatory work completed to enable studies and trials to be submitted to regulatory agencies; (v) complete all required tests and studies on the cells and capsules we plan to use in our clinical trial in patients with LAPC; (vi) ensure completion of the production of encapsulated cells according to cGMP regulations to use in our planned clinical trial; (vii) complete all of the taskedtasks the FDA requires of us in order to have the clinical hold lifted; and (viii) obtain approval from the FDA to lift the clinical hold on our IND that we may commence our planned clinical trial in LAPC.

As of April 30, 2025,2026, our cash and cash equivalents totaled approximately $15.2$18.6 million, compared to approximately $50.2$15.2 million as of April 30, 2024.2025. Working capital was approximately $19.5$36.6 million as of April 30, 2025,2026, and approximately $43$19.5 million as of April 30, 2024.2025. The decreaseincrease in cash is attributable to ourthe investmentsettlement in TNF,of the redemptionnote receivable of $5 million, proceeds for the exercise of warrants and issuance of preferred stock, net of our investment in QCLS, the repurchase of our common stock pursuant to the Repurchase Programs, recorded as treasury stock and our operating expenses.

Our total operating expenses during the year ended April 30, 20252026 were $4,377,862,$6,853,713, representing aan decreaseincrease of $4,142,146$2,475,851 compared to the year ended April 30, 2024.2025. The decreaseincrease is mainly attributable to decreasesincreases in intangible asset impairment, compensation expenses, director fees, impairment of asset, legal and professional and general and administrative administrative expenses, net of ana increasedecrease in R&D.

R&D expense was $438,416$391,301 for the year ended April 30, 2025,2026, as compared to $407,431$438,416 for the year ended April 30, 2024,2025, ana increasedecrease of $30,985.$47,115. The increasedecrease in cost is primarily due to entering intoterminating an agreement with consultants to conduct additional research into the treatment of pancreatic cancer.

The majority of our operating losses from operations are from general and administrative expenses. General and administrative expenses consist primarily of costs associated with our overall operations and with being a public company. These costs include personnel, legal and professional services, insurance, investor relations and compliance relatedcompliance-related fees. These expenses were $3,939,446$4,912,985 and $6,112,577,$3,939,446, respectively, for the years ended April 30, 20252026 and 2024,2025, aan decreaseincrease of $2,173,131,$973,539, or 36%.25%. Compensation expenses decreasedincreased by $37,210$360,436 due to an increase in RSUs net of reduction in stock options. Director fees increased by $298,112 due to an increase in RSUs granted, net of a reduction in accruedstock vacation. Director fees decreased by $585,271 due to a reduction in equity compensation and paymentsoptions made to directors. Investor relations decreasedincreased by $198,364$136,181 due to having two stockholder meetings in 20242026 and one meeting in 2025. Legal and professional fees decreased increased by $300,266$159,717 primarily due to a reductionan increase in legal fees relating to non-recurring legal issues. Warrant issuance costs decrease of $913,640 incurred in 2024 were non-recurring in 2025.

Impairment asset impairmentexpense

For the year ended April 30, 2024,2026, we impaired aan licenseintangible asset in the amount of $2,000,000.$1,549,427. There was no impairment for the year ended April 30, 2025.

The following table presents a summary of our sources and uses of cash and cash equivalents for the years ended April 30, 20252026 and 2024.2025.

The cash used in operating activities for the year ended April 30, 20252026 is a result of our net incomeloss of $30,656,050,$19,424,654, offset by non-cash transactions, change in the fair value of warrant warrant asset in Femasys of $2,091,000$2,581,000, andchange legalin settlement of $1,550,000, stock basedstock-based compensation of $478,637, legal settlement warrant liability of $469,000,$236,056, change in fairRSU valuecompensation of TNF warrants of $2,367,684, offset by the gain on related party investment of $(21,395,734)$892,500, the changes in fair value of warrant liability of $(10,446,000),$4,746,135, investment – TNFQCLS of $(5,063,950),$7,732,000, change in fair value of QCLS warrants of $1,379,000, change in unrealized loss of marketable securities of $412,306, loss on issuance of Series C Preferred Stock of $215,000, issuance costs of Series C Preferred Stock and Series C Preferred Warrants of $1,234,553, impairment of intangible asset $1,549,427, offset by the gain on related party investment of $2,089,000, change in derivative liability of $(2,184,000),$1,117,000, convertible note receivable of $(941,000), change in unrealized$1,304,000, gain on re-fair value of marketable securitieswarrants of $(66,316), $106,000, non-cash interest income of $(300,000),$162,500, and changes to prepaid expenses, accounts payable, accrued expenses, and accrued dividends totaling $(193,667).$1,927,737.

The cash usedprovided inby investing activities for the the year ended April 30, 20252026 is mainly attributable to the settlement of our note receivable with Femasys in the amount of $5 million, net of our entry into the TNFQCLS Purchase Agreement in the amount of $3 million, with a public company operating in the medicaltechnology industry, industry, Pursuant to the TNFQCLS Purchase Agreement, we purchased (i) 7,0003,000 shares of TNF’sQCLS’s Series GH Convertible Preferred Stock (the “Preferred Shares” or “Series GH Preferred Stock”), representing approximately 33% of TNF’s issued and outstanding share capital on an as-converted basis (and approximately 78% of all shares of Series G Preferred Stock outstanding), at a price of $1.816 per Preferred Share, which are convertible into 3,854,626889,864 shares of Common Stock (as defined below); (ii) warrants to purchase up to 3,854,626 889,864 shares of TNF’sQCLS Common StockShares with a five-yearone-year term; and (iii) warrants to purchase up to 3,854,626 shares of TNF’s Common Stock with a 18-month, for an aggregate purchase price of $7,000,000.term.

You should consider the risks and uncertainties described under Item 1A of Part I of our Annual Report on Form 10-K for the fiscal year ended April 30, 2025,2026, which we filed with the the Securities and Exchange Commission on AugustJuly 11,29, 2025,2026, together with all other information contained or incorporated by reference in this Quarterly Report on Form 10-Q, when evaluating our business and our prospects. The risks and uncertainties that we face are not limited to those set forth in the Annual Report on 10-K. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business and the trading price of our securities. There are no material changes to the risk factors set forth in Part I, Item 1A, in our Annual Report on Form 10-K for the year ended April 30, 2025, except as described below:2026.

On August 15, 2022, we entered into a Cooperation Agreement (the “Cooperation Agreement”) with Iroquois Master Fund Ltd. and its affiliates, pursuant to which we elected a reconstituted board of directors (the “Board”). On November 17, 2023, theThe Board formed thea StrategicBusiness ScientificReview Committee to evaluate, investigate and (thereview “Scientificour Committee”),business, chairedaffairs, bystrategy, Dr.management Michaeland Abecassis.operations and in its sole discretion to make recommendations to our management and Board with respect thereto. The ScientificBusiness Review Committee andis ouralso independent consultants are reviewing many of the risks relative to our business. In addition, the Board is reviewing risks associated with our development programs and our relationship with SG Austria Pte. Ltd (“SG Austria”),Austria, including that all licensed patents have expired and expired, that know-how relating to ourthe Cell-in-a-Box® technology solely resides with SG Austria.Austria, and that the incentives of SG Austria and its management may not be currently aligned with ours. The Board has reducedcurtailed spending on our programs, including pre-clinical and clinical activities, until the review by the ScientificBusiness Review Committee and the Board is complete and the Board has determined the actions and plans to be implemented. The ScientificBusiness Review Committee’s recommendations will include potentially seeking a new framework for our relationship with SG Austria and its subsidiaries. WeIn the event we are reevaluatingunsuccessful in seeking an acceptable new framework, we will reevaluate whether we should continue those programs which are dependent on SG Austria and the U.S. Food and Drug Administration’s (the “FDA”) acceptance of its technologies,Austria, including ourits development programs for LAPC. The issues involving locallySG advanced,Austria inoperable,have non-metastaticdelayed pancreaticour cancer (“LAPC”). Our reevaluationtimeline for addressing the FDA concerns hasclinical resultedhold for its planned clinical trial in LAPC and could result in other delays stemmingor fromtermination of the development activities. In addition, the curtailment of spending on our programs pending the review ofby the Business Review Committee and the non-clinicalBoard packagemay providedcause byadditional SG Austria and changes to the FDA review process.delays.

Until the Strategic Scientific Committee completes its evaluation of our programs and we enter into a new framework for itsour relationship with SG Austria, spending on our development programs has been curtailed.

We assembled a scientific and regulatory team of experts to address the FDA requests. Through JanuaryJuly 31, 2026, our scientific consultants have been in active dialog with the FDA. We have received communications from the FDA and responded, including the submission of the updated drug master file. The FDA accepted the updated drug master file and cleared many of the clinical hold items. . We believe that the technology upon which the LAPC treatment will be based, intra-arterial chemotherapy, has been used in five clinical trials in humans. Our position is that the data available from these human clinical trials supersedes large animal study data, making the study unnecessry.unnecessary. The treatment may not be a treatment of pancreatic cancer, but a method of improving and possibly enabling complete surgical resection of the tumor. We are waiting for the FDA’s responses and hope the FDA will accept that the LAPC treatment now meets manufacturing standard requirements, which have significantly improved since the clinical hold was first placed. The FDA may require additional preclinical studies when the meeting takes place. We are in ongoing dialogue with SG Austria to prepare for the next steps, including the preparation of the syringesnext filledsteps withincluding encapsulation of the latestcells, generationtesting the glide force and pressure testing of CypCaps™ withpushing the workingcells cellthrough banksyringes material.and catheters.

Non-financial performance indicators used by management to manage and assess how the business is progressing will include, but are not limited to, the ability to: (i) acquire appropriate funding for all aspects of our operations; (ii) acquire and complete necessary contracts; (iii) complete activities for producing genetically modified human cells and having them encapsulated for our preclinical studies and the planned clinical trial in LAPC; (iv) have regulatory work completed to enable studies and trials to be submitted to regulatory agencies; (v) complete all required tests and studies on the cells and capsules we plan to use in our clinical trial in patients with LAPC; (vi) ensure completion of the production of encapsulated cells according to cGMP regulations to use in our planned clinical trial; (vii) complete all of the taskedtasks the FDA requires of us in order to have the clinical hold lifted; and (viii) obtain approval from the FDA to lift the clinical hold on our IND that we may commence our planned clinical trial in LAPC.

On December 1, 2025, we received a written notice (the “Initial Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating thatthat, based on the closing bid price of our common stock for 30 consecutive business days preceding the date of the Initial Notice, we are were 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,share. and,In basedaccordance onwith 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 closingBid bidPrice price of our Common Stock for the 30 consecutive business days preceding the date of the Notice, we no longer satisfy this requirement.Rule.

The Extension Notice has no immediate effect on the listing listing or trading of our Commoncommon Stockstock on The Nasdaq Capital Market, and our Commoncommon Stockstock will continue to trade under the symbol “PMCB.” The Extension Notice does not affect our business operations or our reporting obligations with the Securities and Exchange Commission.

We intend to actively monitor the closing bid price price of our Commoncommon Stockstock 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.split. There can be no assurance that we will be able to regain or maintain compliance with the Bid Price Rule or that we will otherwise maintain compliance with the other continued listing requirements of The Nasdaq Capital Market. If we fail to regain or maintain compliance with applicable Nasdaq listing requirements, our common stock could be delisted, which could adversely affect the market liquidity of our common stock, our ability to obtain financing on acceptable terms, and the market price of our common stock.

Three and nine months ended JanuaryJuly 31, 2026, compared to three and nine months ended January July 31, 2025

We had no revenues for the three and nine months ended JanuaryJuly 31, 2026, and 2025.

R&D expense was $93,113$60,000 for the three months ended ended JanuaryJuly 31, 2026, as compared to $118,196$95,157 for the three months ended JanuaryJuly 31, 2025, a decrease of $25,083.$35,157. The change in cost is primarily due to nonrecurringrenegotiated expendituresterms in our use ofwith consultants to conduct research into the treatment of pancreatic cancer.

The majority of our operating losses from operations are from general and administrative expenses. General and administrative expenses consist primarily of costs associated with our overall operations and with being a public company. These costs include personnel, legal and professional services, insurance, investor relations and compliance related fees. These expenses were $4,013,103$946,708 and $3,024,316,$753,148, respectively, for the ninethree months ended JanuaryJuly 31, 2026 and 2025, an increase of $988,787,$193,560, or 33%. Stock-based compensation expenses increased by $659,283 primarily due to an increase in RSU to our CEO and directors, and investor relations and filing fees increased by $138,035 due to stockholder meetings in 2026 requiring more attempts to reach investors.26%. Legal and professional fees increased by $198,256$236,291 primarily due to an increase in consulting fees relating to audit fees, fair value calculations and legal costs increase in travel and entertainment of $10,846, net of decreases in director compensation of $60,492, primarily due to non-recurring transactions.option expenses.

Other income (expenses), net, for the three months ended JanuaryJuly 31, 2026 was $2,864,962$(4,074,483) as compared to other income (expenseexpenses), net of $(2,085,0767,511,791) for the three months ended JanuaryJuly 31, 2025. 2025. Other income (expenses), net, for the three months ended JanuaryJuly 31, 2026 is attributable to interest income of $230,668,$166,278, netdividend of changes in fair value of warrant liabilities of $1,895,865, a change in the fair value of derivative liability of $557,000, a change in fair value of the Femasys warrant asset of $(214,000), a change in fair value of the QCLS investment of $1,725,000, a change in fair valueincome of the QCLS warrant assets of $(1,200,000), a$240,884, change in the unrealized loss on marketable securities of $(128,939), and other expenses of $(632). Other income (expenses), net, for the three months ended January 31, 2025, is attributable to interest income of $255,692, changes in fair value of warrant liability of $4,487,000,$4,221,000 aand change in fair value of derivative liability of $597,000, less unrealized loss on the fair value of marketable securities of $154,548, less decreases in the fair value of the Femasys warrant asset of $414,000, less change in fair value of investment – QCLS of $5,550,000, less change in fair value of warrant asset - QCLS of $3,181,000 and other expenses of $97. Other income (expense), net for the three months ended July 31, 2025 is attributable to interest income of $217,793, changes in fair values of warrant liability of $243,000, changes in fair value of convertible note receivable of $(79,000),$912,000 and again on legal settlement re-fair value of warrants of $106,000 less unrealized loss on the fair value of marketable securities of $104,463, less change in the fair value of the Femasys warrant asset of $(596,000),$1,215,000, aless change in fair value of theinvestment – QCLS investment of $(6,225,000),$2,839,000, aless change in the unrealizedfair gain marketable securitiesvalue of $72,632QCLS warrant asset of $4,832,000 and a net of other expenses of $(400).$121. The changes to the fair values are a result of the updated inputs in the various calculations of fair values.

The following table presents a summary of our sources sources and uses of cash and cash equivalents for the ninethree months ended JanuaryJuly 31, 2026, and 2025.

The cash and cash equivalents used in operating activities activities for the ninethree months ended JanuaryJuly 31, 2026 of $3,760,352$780,894 is mainly a result of our general and administrative expenses. The cash and cash equivalents used in operating activities for the three months ended July 31, 2025 of $1,993,981 is mainly a result of the payment of $1,450,000 $1,300,000 relating to the legal settlement accrued at April 30, 2025 and our general and administrative expenses. The cash and cash equivalents used in operating activities for the nine months ended January 31, 2025 of $1,937,925 is mainly a result of our general and administrative expenses.

The cash and cash equivalents used in financing activities activities for the ninethree months ended JanuaryJuly 31, 20252026 is mainly attributable to thepayments repurchaseto investors of our$83,399 Commonin Stockdividends ofon approximately $2,370,733 and redemption ofthe Series BC Preferred Stock of approximately $22,486,875.Stock.

As of JanuaryJuly 31, 2026, we had approximately $20.2$17.7 million million in cash and cash equivalents as compared to approximately $15.2$18.6 million at April 30, 2025.2026. We expect that our current cash and cash equivalents of approximately $19$17 million as of the filing of this Quarterly Report on Form 10-Q, will be sufficient to support its our projected operating requirements and financial commitments for at least the next twelve months from the date of this Quarterly Report.

We expect to need additional capital in order to complete a clinical trial for the treatment of pancreatic cancer. If anyAny additional equity financing, if available, may not be on favorable terms terms and would likely be significantly dilutive to our current stockholders and debt financing, if available, may involve restrictive covenants. covenants. If we are able to access funds through collaborative or licensing arrangements, itwe may be required to relinquish rights to some of its our product candidates that we would otherwise seek to develop or commercialize on itsour own, on terms that are not favorable to us. Our ability to access capital is not assured and, if not achieved on a timely basis, will likely have a material adverse effect on our business, financial condition and results of operations.

We operate in an industry that is subject to rapid technological change, competition and government regulation. Our operations are subject to significant risk and uncertainties including financial operational, technological, regulatory, and other risks. Such factors,factors include but are not limited to,to results of clinical testing and trial activities, the ability to obtain regulatory approval, the supply of needed materials, the ability to obtain manufacturing and the ability to raise capital to achieve strategic objectives.