Denies the allegations contained in paragraph 1 of the Complaint and avers that this action is an improper and baseless attempt by HCW to use an unenforceable tail provision as a sword to extract from PharmaCyte a multi-million dollar “tail fee” to which it is not entitled and did not earn.

Denies knowledge or information sufficient to form a belief as to the truth or falsity of the allegations contained in paragraph 5 of the Complaint, and avers that, pursuant to the 2021 Agreement, PharmaCyte agreed to compensate HCW with a cash fee equal to 7.5% of the aggregate gross proceeds raised in each offering, and to issue warrants to purchase that number of shares of common stock equal to 7.5% the aggregate number of shares of common stock placed at each offering.

Denies each and every allegation contained in paragraph 31 of the Complaint, except admits that, by email dated October 5, 2021, HCW provided to PharmaCyte a purported “tail list in connection with our engagement letter,” and respectfully refers the Court to the “tail list” for its full contents.

Denies each and every allegation contained in paragraph 38 of the Complaint except admits that, on or about June 9, 2023, PharmaCyte filed a resale registration statement and respectfully refers the Court to the document for its full contents, which is publicly available at https://www.sec.gov/Archives/edgar/data/1157075/000168316823004053/pharmacyte_s3.htm.

Denies each and every allegation contained in paragraph 54 of the Complaint, except admits that, by email dated October 5, 2021, HCW provided to PharmaCyte a purported “tail list in connection with our engagement letter,” and respectfully refers the Court to the “tail list” for its full contents.

WHEREAS, On December 4, 2023, Plaintiff H. C. Wainwright & Co., LLC (“Plaintiff”) filed a Complaint against Defendant PharmaCyte Biotech, Inc. (“PharmaCyte”) in the Supreme Court of the State of New York, County of New York (NYSCEF Doc. No. 2); WHEREAS, On January 23, 2024, the undersigned attorneys for Plaintiff and Defendant stipulated and agreed that the time for Defendant to answer, move against, or otherwise respond to the Complaint was extended to and including February 15, 2024 (NYSCEF Doc. No. 6); IT IS HEREBY STIPULATED AND AGREED by and between the undersigned attorneys for Plaintiff and Defendant that:

The time for Defendant to answer, move against, or otherwise respond to the Complaint is extended to and including February 28, 2024.

This Stipulation may be executed in counterparts, each of which shall be deemed an original, and a facsimile or PDF transmission of signature shall have the same effect on the parties hereto as an original signature.

Dated: February 14, 2024 WILK AUSLANDER LLP

In that case, the Court of Appeals for the Second Circuit held the insurance company “[could not] circumvent CPLR 5001(b) by denying coverage while conducting a nearly year-long investigation into [the insured’s] claims and then, once it is adjudicated liable, avoid paying prejudgment interest from the earliest ascertainable date the cause of action existed.

To adopt [the insurer’s] position would be to undermine CPLR’ 5001(b)’s purpose to make the aggrieved party whole [internal citations omitted]” Accordingly, the accrual date for prejudgment interest is July 6, 2008.

The insurance companies try to distinguish Warehouse Wines by arguing that the policy in that case required payment within 30 days of a proof of claim.

To rule that prejudgment interest runs from the denial of a claim incentivizes insurance companies to hold off denying coverage for as long as possible.

In JP Morgan Securities v Vigilant Insurance Company, 203 AD3d 541 (1st Dep’t March 17, 2022) the Appellate Division, First Department held, (coincidentally on the same day as the appellate decision in this case) on nearly identical policy language, that the insurance company had no duty to pay prejudgment interest because their coverage obligation did not begin until “Actual payment by the underlying insurer” which had not happened.