Pds Biotechnology Corporation SEC Filings

PDS Biotechnology Corporation (PDSB) filed a Form S-3 shelf registration to offer, from time to time, up to $200.0 million of securities in various forms, including a separate sales agreement prospectus for up to $20.0 million of common stock under an Amended and Restated At Market Issuance Sales Agreement dated August 13, 2024. The company also has an at-the-market sales agreement allowing up to $50.0 million of common stock through B. Riley Securities and H.C. Wainwright; $5.7 million has been sold under that agreement to date. Common stock traded at $1.28 on August 27, 2025, and public float was approximately $60.7 million based on 45,614,111 shares at $1.33 on July 3, 2025. The filing discloses potential dilution from outstanding equity-linked instruments, including 6,397,184 options, 8,757,034 warrants, and up to 8,818,340 shares issuable upon conversion of senior secured convertible debentures totaling $22,222,222. The company warns of dependence on additional financing, limited operating history, and the uncertainty of ongoing clinical programs.

Armistice Capital, LLC and Steven Boyd report beneficial ownership of 2,283,288 shares of PDS Biotechnology Corp (CUSIP 70465T107), representing 4.99% of the outstanding common stock. The filing states that Armistice Capital is the investment manager of Armistice Capital Master Fund Ltd., the direct holder of the shares, and that Armistice Capital and Mr. Boyd exercise shared voting and dispositive power over the reported shares while having no sole voting or dispositive power.

The Reporting Persons certify the shares were acquired in the ordinary course of business and not for the purpose of changing or influencing control of the issuer. The Schedule 13G/A is executed jointly by Armistice Capital and Steven Boyd and dated August 14, 2025.

PDS Biotechnology reported $31.9 million in cash and cash equivalents and a consolidated net loss of $9.4 million for the quarter and $17.9 million for the six months ended June 30, 2025. Total assets were $40.5 million and total liabilities were $24.5 million, leaving stockholders' equity of $16.0 million and an accumulated deficit of $200.0 million. Shares outstanding increased to 46,633,362. The company used $18.1 million of cash in operating activities during the first half of 2025 and reduced cash from $41.7 million at year-end 2024 to $31.9 million at June 30, 2025.

PDSB completed financings in early 2025, including a February offering that generated net proceeds of about $10.05 million and a securities purchase agreement that raised $20.0 million (including $22.22 million principal debentures) used largely to retire prior debt. The debentures carry a high effective annual interest rate (~24.1%) and include cash-maintenance and customary restrictive covenants. The company disclosed substantial doubt about its ability to continue as a going concern for at least 12 months. Clinically, PDSB advanced VERSATILE-003 into Phase 3 and reported multiple encouraging trial updates and a JAMA Oncology publication showing strong survival and response results in certain cohorts.