PDS Biotech Announces up to $22.55 Million Financing Led by Dr. Patrick Soon-Shiong, Founder of NantWorks

Financing led by Nant Capital brings up to $22.55 million and board representation to support late-stage development of PDS Biotech’s PDS0301.

Rhea-AI Summary

PDS Biotechnology (PDSB) agreed to a PIPE financing of up to $22.55 million led by Nant Capital, alongside existing investors.

The PIPE has an Initial Closing of about $11.55 million, expected on or about September 11, 2026, and a Milestone Closing of $11 million tied to submission of a registrational Phase 3 protocol for PDS0301 to the FDA. Initial units combine one common share and a warrant to purchase half a share at $0.2825, or a pre-funded warrant plus half-share warrant at $0.28217, for an expected issuance of 20,875,220 common shares, 20,009,736 pre-funded warrants and 20,442,479 common warrants.

Nant may designate two directors, including Dr. Patrick Soon‑Shiong, while it owns at least 15% of the common stock. The company plans to advance PDS0301 into late-stage development, supported by NCI-led Phase 2 data in MSS/pMMR metastatic colorectal cancer where adding PDS0301 yielded 80% 24‑month survival in 22 patients. Proceeds will repay debt and fund clinical programs and corporate needs.

Positive

• PIPE financing up to $22.55 million combining $11.55 million initial and $11 million milestone tranches
• Initial gross proceeds ~$11.55 million expected at or around September 11, 2026
• Milestone $11 million committed upon FDA submission of a registrational Phase 3 protocol for PDS0301
• Phase 2 NCI trial showed 80% of 22 MSS/pMMR mCRC patients survived at least 24 months with PDS0301 plus standard care
• Nant director rights add two board designees, including Dr. Patrick Soon‑Shiong, while it holds ≥15% of common stock

Negative

• Substantial dilution risk from issuing over 20.8 million shares, 20.0 million pre-funded warrants and 20.4 million common warrants at ~$0.28 per unit
• Milestone $11 million is contingent on submission of a specific Phase 3 protocol and closing conditions
• Net proceeds will partly repay outstanding indebtedness rather than fully funding new development

News Explained

The announced financing is not fully closed and could expand the share base, reducing existing holders’ ownership percentage.

PDS Biotech announced a PIPE of up to $22.55 million, with the first $11.55 million closing expected around September 11, 2026 and the remaining tranche conditional; shares issued and warrants exercised could increase the share count and reduce existing holders’ percentage ownership.

The release says the company has raised up to the full amount, but the disclosed mechanics place the initial closing in the future and make the milestone closing dependent on submission of a registrational Phase 3 protocol and applicable closing conditions.

A PIPE is a private sale of securities to selected investors, and the company has agreed to file a resale registration statement for the shares and warrant shares; this registration would facilitate investor resales but would not itself be a new cash payment to the company.

The next state checks are the initial closing around September 11, 2026 and whether the specified PDS0301 protocol is submitted to the FDA, which would trigger the milestone purchase obligation subject to closing conditions.

Argus 15 min delay

+120.86% vs previous close $0.49 last price 3669.8x rel. volume Open Argus

Details

Market reaction after PIPE financing: PDSB +120.86%

+108.4% Peak in 33 min

$0.22 $0.49 Day Range

$27.20M Market Cap

Following this news, PDSB has gained 120.86%, reflecting a significant positive market reaction. Argus tracked a peak move of +108.4% during the session. Our momentum scanner has triggered 45 alerts so far, indicating elevated trading interest and price volatility. The stock is currently trading at $0.49. Trading volume is exceptionally heavy at 3669.8x the average, suggesting very strong buying interest.

Data tracked by StockTitan Argus (15 min delayed). Upgrade to Gold for real-time data.

Market Context

The company had $5.6 million in cash at June 30, 2026, before announcing this PIPE, linking the fina...

Analysis

The company had $5.6 million in cash at June 30, 2026, before announcing this PIPE, linking the financing to a disclosed liquidity position and its stated debt-repayment and development uses.

Key Figures

Total PIPE financing: Up to $22.55 million Initial closing proceeds: $11,550,000 Share unit price: $0.2825 +5 more

Total PIPE financing

Up to $22.55 million

Equity financing

Initial closing proceeds

$11,550,000

Initial closing

Share unit price

$0.2825

Private placement share and common warrant unit

Pre-funded unit price

$0.28217

Pre-funded warrant and common warrant unit

Initial closing securities

20,875,220 shares; 20,009,736 pre-funded warrants; 20,442,479 common warrants

Expected initial closing issuance

Milestone closing purchases

$10,000,000 from Nant and $1,000,000 from AB Group Ltd.

Triggered by submission of a registrational Phase 3 protocol to the FDA

24-month survival

80% of patients

22-patient Phase 2 trial in MSS and pMMR metastatic colorectal cancer

Beneficial ownership limitation

19.9%

Maximum beneficial ownership for any investor

Historical Context

3 past events · Latest: Aug 11

3 events

1. Aug 11

   Strategic refocus

   24h Move

   -64.9%

   PDS0301 became the lead program while PDS0101 shifted toward partnership-driven development

2. Aug 13

   Q2 earnings

   24h Move

   -3.6%

   Reported limited liquidity alongside continued prioritization of PDS0301 development

3. Apr 15

   Phase 2 clinical data

   24h Move

   +28.3%

   Published interim PDS0301 data in metastatic colorectal cancer

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

pipe, immunocytokine, microsatellite stable, mismatch repair-proficient, +1 more

5 terms

pipe financial

"raised up to $22.55 million in equity funding in a Private Investment in Public Equity"

A PIPE (private investment in public equity) is a deal in which institutional or accredited investors buy shares or convertible securities directly from a publicly traded company, usually at a discount to the market price. Companies use PIPEs to raise money faster than through a traditional public offering; for existing shareholders they matter because the newly issued shares add to the share count and can dilute ownership.

immunocytokine medical

"PDS0301 Immunocytokine in Solid Tumors"

An immunocytokine is a lab-designed medicine that fuses a targeting antibody with an immune signaling protein so the immune response is directed to specific cells or tissue. Think of it as a guided package that brings a signal to rally the body's defenses where needed; investors pay attention because this targeted approach can improve effectiveness, reduce side effects, and strongly influence clinical results, approvals, and commercial value.

microsatellite stable medical

"clinical trial data in microsatellite stable (MSS)"

Microsatellite stable describes a tumor whose short, repeating DNA sequences (microsatellites) show few or no errors, meaning the cancer’s internal “spell-check” system is largely intact. For investors, this matters because microsatellite stability is a biomarker that helps predict how likely a tumor is to respond to certain therapies and clinical trials, affecting drug development prospects, regulatory decisions, and the size of the potential patient market.

mismatch repair-proficient medical

"and mismatch repair-proficient (pMMR) metastatic colorectal cancer"

A mismatch repair-proficient tumor has a working cellular system that fixes small DNA copying errors, like a spellchecker catching typos in a document. For investors, this matters because these tumors tend to respond differently to certain diagnostic tests and therapies (especially some immunotherapies), which can affect the market size for related drugs, testing services, regulatory approvals, and clinical trial designs.

pre-funded warrants financial

"or, at the election of an investor, pre-funded warrants in lieu of such shares"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Dr. Soon-Shiong will Join PDS Biotech’s Board of Directors

PDS Biotech Plans to Progress Development of PDS0301 Immunocytokine in Solid Tumors

PRINCETON, N.J., Sept. 08, 2026 (GLOBE NEWSWIRE) -- PDS Biotechnology Corporation (Nasdaq: PDSB) ("PDS Biotech" or the "Company"), a clinical-stage biotechnology company focused on developing targeted immunotherapies for cancer, today announced it has raised up to $22.55 million in equity funding in a Private Investment in Public Equity (“PIPE”) transaction. The round was led by Nant Capital, LLC (“Nant”) with additional participation by current investors. In connection with the PIPE, Nant will have the right to designate two members to join the Company’s board of directors, one of whom will be Dr. Patrick Soon-Shiong, M.D., for so long as it beneficially owns 15% or more of the Company’s outstanding common stock. The PIPE consists of an initial closing (the “Initial Closing”) and a contingent milestone closing (the “Milestone Closing”), each as described below.

The Company expects that the PIPE will advance PDS0301 (also referred to as PDS01ADC or NHS-IL12) into late-stage clinical development, based on recent promising interim Phase 2 clinical trial data in microsatellite stable (MSS) and mismatch repair-proficient (pMMR) metastatic colorectal cancer (mCRC), types of colorectal cancer that have not responded well to treatment with immunotherapy. Patients with MSS and pMMR mCRC with liver metastases historically have dire treatment outcomes, with median overall survival of less than 12 months.*  In a National Cancer Institute (NCI) led Phase 2 trial, the addition of PDS0301 to standard of care therapy in 22 patients was well tolerated, and demonstrated deep and long-lasting tumor shrinkage and survival, with 80% of patients surviving for at least 24 months.

At the Initial Closing, the Company plans to sell (i) shares of the Company’s common stock (the “Private Placement Shares”) or, at the election of an investor, pre-funded warrants in lieu of such shares (“Pre-Funded Warrants”), and (ii) accompanying common stock purchase warrants (“Common Warrants”). Each unit consisting of one Private Placement Share and a Common Warrant to purchase one-half of one Private Placement Share (“Common Warrants”) will be sold for $0.2825 (the “Share Unit Purchase Price”), and each unit consisting of one Pre-Funded Warrant to purchase one share of Common Stock and a Common Warrant to purchase one-half of one share of Common Stock will be sold for $0.28217 (the “Pre-Funded Unit Purchase Price”). The aggregate gross proceeds and the aggregate number of Private Placement Shares, Pre-Funded Warrants and Common Warrants to be issued at the Initial Closing are expected to be approximately $11,550,000, and 20,875,220, 20,009,736 and 20,442,479, respectively. At the Milestone Closing, which will be triggered by the Company’s submission of a registrational Phase 3 clinical trial protocol for PDS0301 designed in collaboration with Nant to the FDA, Nant and AB Group Ltd. will be obligated to purchase and the Company will be obligated to issue to each of Nant and AB Group Ltd., shares of common stock or Pre-Funded Warrants in lieu thereof for an aggregate purchase price of $10,000,000 and $1,000,000, respectively, subject to the satisfaction or waiver of the applicable closing conditions. The Initial Closing is expected to occur on or about September 11, 2026, subject to the satisfaction or waiver of the applicable closing conditions. The number of securities purchased by any investor will be subject to a 19.9% beneficial ownership limitation.

In addition to the PIPE transaction and for additional consideration, the Company will grant NantWorks, LLC, an affiliate of Nant a one-year exclusive right to negotiate an exclusive license to PDS0101, the Company’s novel investigational human papilloma virus targeted immunotherapy that stimulates a potent targeted T cell attack against HPV-positive cancers. The option has a term of one year.

“We believe that the ongoing trials of PDS0301 at the NCI strongly suggest that PDS0301 has the potential to advance the treatment of solid tumors with immunotherapy.  We are extremely pleased that Dr. Soon-Shiong and NantWorks share our belief in the promise of our immunotherapy platforms," said Dr. Frank Bedu-Addo, founder and CEO of PDS Biotechnology. "Dr. Soon-Shiong is a highly accomplished physician scientist, biotechnology entrepreneur and investor who has developed successful cancer therapies including an FDA approved immunocytokine.  We are honored to welcome Dr. Soon-Shiong as an investor and as a future board member."

Dr. Soon-Shiong stated “PDS Biotechnology is developing promising novel cancer vaccines and immunocytokines that have demonstrated the potential to harness the power of the immune system to transform cancer care.  This is an area of significant interest for me, and I am pleased to be able to help advance these therapies that are aimed at addressing difficult-to-treat cancers”. 

The Company intends to use the net proceeds from the private placement to repay outstanding indebtedness and for working capital and general corporate purposes, including the continued development of its clinical programs, research and development, and general and administrative expenses.

The securities to be sold in the PIPE have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state or other applicable jurisdiction’s securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state or other jurisdictions’ securities laws. Concurrently with the execution of the securities purchase agreement, the Company and the investors entered into a registration rights agreement pursuant to which the Company has agreed to file a registration statement with the U.S. Securities and Exchange Commission (the “SEC”) registering the resale of the Private Placement Shares and shares of the Company’s common stock underlying the Pre-Funded Warrants and Common Warrants (together, the “Warrant Shares”) sold in the PIPE. Any offering of the Private Placement Shares and Warrant Shares under the resale registration statement will only be made by means of a prospectus.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy the Company’s securities, nor shall there be any offer, solicitation, or sale of the Company’s securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

The private placement is being conducted in accordance with applicable Nasdaq rules and was priced to satisfy the “Minimum Price” requirement (as defined in the Nasdaq rules).

* Aruquipa MPS et al, Liver metastasis and resistance to immunotherapy in microsatellite stable colorectal cancer. A literature review; ecancer 2024, 18:1771 

About PDS Biotechnology

PDS Biotechnology is a clinical-stage biotechnology company focused on developing targeted immunotherapies for cancer. The Company’s lead development program, PDS0301 (also referred to as PDS01ADC & NHS-IL12), is an investigational tumor-targeted interleukin-12 (IL-12) immunocytokine designed to deliver IL-12 preferentially to the tumor microenvironment, with the goal of enhancing anti-tumor immune activity while limiting systemic exposure. PDS0301 has been clinically evaluated across multiple solid tumors, including metastatic colorectal cancer and prostate cancer. The Company is focused on advancing PDS0301 in indications where its tumor-targeted mechanism may help address and overcome mechanisms of resistance to immunotherapy. PDS Biotechnology also owns the Versamune® cancer vaccine platform, including PDS0101, which has been evaluated in HPV16-positive cancers. The Company intends to pursue strategic partnerships or other externally funded opportunities for the Phase 3 development of PDS0101.

For more information, please visit www.pdsbiotech.com

Forward Looking Statements

This communication contains forward-looking statements (including within the meaning of Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the United States Securities Act of 1933, as amended) concerning PDS Biotechnology Corporation (the “Company”) and other matters. These statements may discuss goals, intentions and expectations as to future plans, trends, events, results of operations or financial condition, or otherwise, based on current beliefs of the Company’s management, as well as assumptions made by, and information currently available to, management. Forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “may,” “will,” “should,” “would,” “expect,” “anticipate,” “plan,” “likely,” “believe,” “estimate,” “project,” “intend,” “forecast,” “guidance”, “outlook” and other similar expressions among others. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties and are not guarantees of future performance. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation: the Company’s ability to protect its intellectual property rights; the Company’s anticipated capital requirements, including the Company’s anticipated cash runway and the Company’s current expectations regarding its plans for future equity financings; the Company’s dependence on additional financing to fund its operations and complete the development and commercialization of its product candidates, and the risks that raising such additional capital may restrict the Company’s operations or require the Company to relinquish rights to the Company’s technologies or product candidates; the Company’s limited operating history in the Company’s current line of business, which makes it difficult to evaluate the Company’s prospects, the Company’s business plan or the likelihood of the Company’s successful implementation of such business plan; the timing for the Company or its partners to conduct clinical trials for PDS0301, PDS0101 (Versamune^® HPV), PDS0103 (Versamune^® MUC1) and other Versamune® based product candidates; the future success of such trials; the successful implementation of the Company’s research and development programs and collaborations, including any collaboration studies concerning PDS0301, PDS0101 (Versamune^® HPV), PDS0103 (Versamune^® MUC1) and other Versamune^® based product candidates and the Company’s interpretation of the results and findings of such programs and collaborations and whether such results are sufficient to support the future success of the Company’s product candidates; the success, timing and cost of the Company’s or its partners’ ongoing clinical trials and anticipated clinical trials for the Company’s current product candidates, including statements regarding response rates, the timing of initiation, pace of enrollment and completion of the trials (including the Company’s ability to fully fund its disclosed clinical trials, which assumes no material changes to the Company’s currently projected expenses), futility analyses, presentations at conferences and data reported in an abstract, and receipt of interim or preliminary results (including, without limitation, any preclinical results or data), which are not necessarily indicative of the final results of the Company’s ongoing clinical trials; any Company statements about its understanding of product candidates mechanisms of action and interpretation of preclinical and early clinical results from its clinical development programs and any collaboration studies; the Company’s ability to continue as a going concern; the risk that the PIPE and the other transactions, including the Milestone Closing, described in this press release may not be completed in a timely manner or at all; the failure to realize the anticipated benefits of the PIPE and the other transactions described in this Press Release; compliance with the rules and regulations of Nasdaq; and other factors, including legislative, regulatory, political and economic developments not within the Company’s control. The foregoing review of important factors that could cause actual events to differ from expectations should not be construed as exhaustive and should be read in conjunction with statements that are included herein and elsewhere, including the other risks, uncertainties, and other factors described under “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in the documents we file with the U.S. Securities and Exchange Commission. The forward-looking statements are made only as of the date of this press release and, except as required by applicable law, the Company undertakes no obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.  

Versamune^® is a registered trademark of PDS Biotechnology Corporation.

Investor Contact:

Mike Moyer
LifeSci Advisors
Phone +1 (617) 308-4306
Email: mmoyer@lifesciadvisors.com

Media Contact:

Jude Gorman / Kiki Torpey
Collected Strategies
PDS-CS@collectedstrategies.com

FAQ

How is the PIPE financing for PDS Biotechnology structured between the Initial and Milestone Closings?

The PIPE consists of two tranches. The Initial Closing, expected on or about September 11, 2026, is anticipated to raise approximately $11.55 million through units of one common share (or one pre-funded warrant) plus a warrant to purchase one-half share. The Milestone Closing will occur when PDS Biotech submits a registrational Phase 3 clinical trial protocol for PDS0301, designed in collaboration with Nant, to the FDA. At that time, Nant will purchase $10 million and AB Group Ltd. $1 million of common stock or pre-funded warrants, subject to closing conditions.

What are the pricing terms and investor ownership limits in the PDS Biotech PIPE?

Each unit with one common share and a warrant to buy one-half share is priced at $0.2825 (Share Unit Purchase Price). Each unit with one pre-funded warrant and a warrant to buy one-half share is priced at $0.28217 (Pre-Funded Unit Purchase Price). The number of securities any investor may purchase is capped by a 19.9% beneficial ownership limitation, so no investor exceeds that percentage of the company’s outstanding common stock as a result of the transaction.

What board and licensing rights does Nant or its affiliates receive from PDS Biotechnology?

Nant will have the right to designate two members to PDS Biotech’s board of directors, one of whom will be Dr. Patrick Soon‑Shiong, for as long as Nant beneficially owns at least 15% of the company’s outstanding common stock. In addition, NantWorks, an affiliate of Nant, receives a one-year exclusive right to negotiate an exclusive license to PDS0101, PDS Biotech’s investigational HPV-targeted immunotherapy.

How does PDS Biotech plan to use the proceeds from the PIPE financing?

The company intends to use the net proceeds to repay outstanding indebtedness and for working capital and general corporate purposes. These purposes include continued development of its clinical programs such as PDS0301, research and development activities, and general and administrative expenses.

What clinical data support PDS Biotech’s plan to advance PDS0301 into late-stage development?

In a National Cancer Institute–led Phase 2 trial in microsatellite stable (MSS) and mismatch repair-proficient (pMMR) metastatic colorectal cancer, adding PDS0301 to standard-of-care therapy in 22 patients was reported to be well tolerated and associated with deep and long-lasting tumor shrinkage and survival. In this cohort, 80% of patients survived at least 24 months, in an indication where patients with liver metastases historically have median overall survival of less than 12 months.

Are the PIPE securities for PDS Biotech registered, and what registration rights do investors receive?

The securities to be sold in the PIPE are not registered under the Securities Act of 1933 or applicable state laws and may not be offered or sold in the United States without registration or an applicable exemption. Concurrently with the securities purchase agreement, PDS Biotech and the investors entered into a registration rights agreement under which the company agreed to file a registration statement with the SEC to register the resale of the PIPE shares and the shares underlying the pre-funded and common warrants.