PDS Biotechnology Corp SEC Filings

PDS Biotechnology Corporation is registering for resale up to 13,315,823 shares of common stock on behalf of YA II PN, LTD. These shares consist of 2,158,274 shares issuable upon exercise of a warrant with a cash exercise price of $1.1824 per share and up to 11,157,549 shares issuable upon conversion of a $6,000,000 promissory note.

The note was sold at a 4% original issue discount for proceeds of $5,760,000, bears interest at 10% per annum, and matures 12 months after the June 15, 2026 closing. It is convertible only if a payment default occurs, subject to a 4.99% beneficial ownership cap and a 19.99% issuance cap unless stockholder approval is obtained under Nasdaq Rule 5635(d). The warrant is exercisable six months after closing and remains outstanding for five years with similar ownership and exchange caps.

PDS Biotechnology will not receive proceeds from any resale of these shares by the selling stockholder, but will receive cash only if the warrant is exercised for cash, which it intends to use for general corporate purposes. As of July 2, 2026, 55,921,806 shares of common stock were outstanding out of 150,000,000 authorized, and the company also maintains a separate at-the-market program of up to $50,000,000 in common stock sales through affiliated agents.

PDS Biotechnology Corporation filed a resale registration covering up to 13,315,823 shares of common stock for YA II PN, Ltd. The registered shares consist of 2,158,274 shares issuable upon exercise of a warrant and up to 11,157,549 shares issuable upon conversion of a $6,000,000 promissory note, all issued in a private placement. The company will receive no proceeds from the resale, only potential cash if the warrant is exercised, which would be used for general corporate purposes. Shares of common stock outstanding were 55,921,806 as of July 2, 2026; this is a baseline figure, not the amount being offered.

PDS Biotechnology Corporation is asking stockholders to vote on director elections, share authorization, auditor ratification, and executive pay at its 2026 virtual annual meeting. The meeting will be held online on August 10, 2026 at 8 a.m. Eastern Time, with access via a 16-digit control number.

Stockholders of record as of June 15, 2026, when 55,815,653 common shares were outstanding and entitled to vote, may participate. The proxy details board structure, committee memberships, independence, and executive biographies, and explains compensation, including base salaries, stock option grants, and severance terms for senior management and fees and equity awards for non-employee directors.

PDS Biotechnology Corporation filed a prospectus supplement to offer up to $50,000,000 of its common stock in an at-the-market offering under a Sales Agreement with Yorkville Securities and B. Riley Securities.

The supplement states the Agents will act as sales agents or principals and receive a 3.0% commission. The company recently closed a financing with YA II that included a $6,000,000 promissory note and a warrant to purchase 2,158,274 shares at an exercise price of $1.1824 per share. The company agreed to file a registration statement to register resale of shares issuable on conversion or exercise. The prospectus shows an illustrative post-offering outstanding share count of up to 103,434,701 shares based on specified assumptions.

PDS Biotechnology Corporation is soliciting proxies for its virtual Annual Meeting of Stockholders to be held on August 10, 2026. The Board asks shareholders to vote on the election of two directors, an amendment to increase authorized common shares, ratification of the independent auditor, and an advisory vote on executive compensation.

The record date for voting was June 15, 2026, when 55,815,653 shares of common stock were outstanding. The proxy materials and the 2025 Annual Report on Form 10-K are being made available beginning on or about June 26, 2026. Voting instructions and virtual meeting access details are included in the distributed materials.

PDS Biotechnology Corporation closed a financing with YA II PN, Ltd., issuing a $6,000,000 Promissory Note, sold for $5,760,000, and a Warrant to purchase 2,158,274 common shares at $1.1824 per share. The note matures 12 months after the June 15, 2026 closing and carries 10% annual interest.

The company also put in place a Sales Agreement for an “at-the-market” stock offering of up to $50,000,000 of common shares, paying a 3.0% commission on sales. On the closing date, it redeemed in full its prior Senior Secured Convertible Debentures at 103% of principal plus accrued interest, extinguishing related rights.

PDS Biotechnology Corporation has scheduled its 2026 Annual Meeting of Stockholders for August 10, 2026. The meeting date is more than 30 days after the anniversary of the 2025 Annual Meeting, so the company has set a special deadline for stockholder proposals.

Stockholders seeking to include proposals in the proxy materials under SEC Rule 14a-8 must submit them by June 25, 2026. Eligible proposals must comply with SEC rules and should be sent to the Corporate Secretary at the company’s Princeton, New Jersey headquarters.

PDS Biotechnology Corporation reported that it has regained compliance with the Nasdaq Capital Market’s minimum bid price rule. Nasdaq had previously notified the company that its common stock closed below the required $1.00 per share for 30 consecutive business days, triggering a deficiency notice. On June 2, 2026, Nasdaq informed PDS Biotechnology that the company once again meets the Minimum Bid Price Requirement and that the compliance matter is now closed.