Nasdaq warns PDS Biotechnology (NASDAQ: PDSB) on $1.00 bid price rule

Rhea-AI Filing Summary

PDS Biotechnology Corporation reported that Nasdaq has notified the company its common stock no longer meets the $1.00 minimum bid price required to remain listed on The Nasdaq Capital Market. The closing bid has stayed below $1.00 for 30 straight business days.

The stock continues trading under the symbol PDSB while the company has 180 calendar days, until August 24, 2026, to regain compliance by posting a closing bid of at least $1.00 for at least 10 consecutive business days. If it still fails to comply, Nasdaq may grant a second 180‑day period if other listing standards are met.

If compliance is not restored, the shares could ultimately be delisted, although the company would have the right to appeal any delisting decision. PDS Biotechnology plans to monitor its share price and may consider options such as a reverse stock split, but there is no assurance it will regain compliance.

Positive

• None.

Negative

• Nasdaq minimum bid deficiency and delisting risk: PDS Biotechnology received a notice that its stock has traded below the $1.00 minimum bid for 30 consecutive business days, triggering a 180‑day cure period and the possibility of eventual delisting if compliance is not restored.

Insights

Equity markets and listing standards analyst

Nasdaq minimum bid price notice adds delisting risk if compliance is not regained.

PDS Biotechnology has fallen out of compliance with Nasdaq’s $1.00 minimum bid price rule after 30 consecutive business days below this threshold. The stock remains on The Nasdaq Capital Market, but now under a defined remediation period ending on August 24, 2026.

The company can cure the issue by achieving a closing bid of at least $1.00 for 10 consecutive business days within this 180‑day window. A second 180‑day period is possible if other initial listing criteria, including market value of publicly held shares, are satisfied and Nasdaq agrees.

Failure to regain compliance could lead to delisting, although Nasdaq procedures allow an appeal to a hearings panel. The company states it may consider a reverse stock split to help restore compliance, but the effectiveness and timing of any action will depend on future trading conditions and board decisions.

false0001472091NASDAQ00014720912026-02-252026-02-25

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 25, 2026

PDS BIOTECHNOLOGY CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware	001-37568	26-4231384
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

303A College Road East, Princeton, NJ 08540

(Address of Principal Executive Offices, and Zip Code)

(800) 208-3343

Registrant’s Telephone Number, Including Area Code

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.00033 per share	PDSB	The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Yes ☐ No ☐

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On February 25, 2026, PDS Biotechnology Corporation (the “Company”) received a deficiency letter from the Nasdaq Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for the last 30 consecutive business days, the closing bid price for the Company’s common stock has been below the minimum $1.00 per share required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”).

The Nasdaq deficiency letter has no immediate effect on the listing of the Company’s common stock, and its common stock will continue to trade on The Nasdaq Capital Market under the symbol “PDSB” at this time.

In accordance with Nasdaq Listing Rule 5810(c)(3)(A) the Company has been provided a compliance period of 180 calendar days, or until August 24, 2026, in which to regain compliance with the minimum bid price requirement. If the Company evidences a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days during the 180-day compliance period, the Staff will provide the Company with written confirmation that it has regained compliance. In the event the Company does not regain compliance with the $1.00 bid price requirement by August 24, 2026, the Company may be eligible for consideration of a second 180-day compliance period if it meets the continued listing requirement for market value of publicly held shares and all other initial listing standards for Nasdaq’s Capital Market, other than the minimum bid price requirement. In addition, the Company would also be required to notify Nasdaq of its intent to cure the minimum bid price deficiency.

If the Company does not regain compliance with the Minimum Bid Price Requirement by the end of the compliance period (or the second compliance period, if applicable), the Company’s common stock will become subject to delisting. In the event that the Company receives notice that its common stock is being delisted, the Nasdaq listing rules permit the Company to appeal a delisting determination by the Staff to a hearings panel.

The Company intends to monitor the closing bid price of its common stock and may, if appropriate, consider available options to regain compliance with the Minimum Bid Price Requirement, including initiating a reverse stock split. However, there can be no assurance that the Company will be able to regain compliance with the Minimum Bid Price Requirement or will otherwise be in compliance with other Nasdaq Listing Rules.

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PDS BIOTECHNOLOGY CORPORATION
Date: March 3, 2026	By:	/s/ Frank Bedu-Addo, Ph.D.
	Name: Frank Bedu-Addo, Ph.D.
	Title: President and Chief Executive Officer

FAQ

What Nasdaq notice did PDS Biotechnology (PDSB) receive?

PDS Biotechnology received a Nasdaq notice that its common stock no longer meets the $1.00 minimum bid price requirement. The closing bid stayed below $1.00 for 30 straight business days, putting its Nasdaq Capital Market listing at risk if compliance is not regained.

How long does PDS Biotechnology have to regain Nasdaq bid price compliance?

PDS Biotechnology has 180 calendar days, until August 24, 2026, to regain compliance. It must achieve a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days during this period to satisfy Nasdaq’s minimum bid price rule.

Can PDS Biotechnology receive more time beyond August 24, 2026?

PDS Biotechnology may qualify for a second 180‑day compliance period if it meets Nasdaq’s initial listing standards for the Capital Market, other than the bid price rule, including the market value of publicly held shares, and if it notifies Nasdaq of its intent to cure the deficiency.

What happens if PDS Biotechnology cannot regain Nasdaq compliance?

If PDS Biotechnology does not regain compliance by the end of the allowed period, its common stock will become subject to delisting from The Nasdaq Capital Market. If Nasdaq initiates delisting, the company would be permitted to appeal that determination to a hearings panel under Nasdaq’s procedures.

Is PDS Biotechnology’s stock still trading on Nasdaq after the notice?

Yes, PDS Biotechnology’s common stock continues to trade on The Nasdaq Capital Market under the symbol PDSB. The Nasdaq deficiency letter has no immediate effect on listing status while the company is within its 180‑day compliance period to address the minimum bid price requirement.

What steps might PDS Biotechnology take to regain compliance with Nasdaq rules?

PDS Biotechnology states it intends to monitor its closing bid price and may consider options to regain compliance, including a reverse stock split. A reverse split would reduce the number of shares and can raise the per‑share price, but success is not assured by the company.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 21.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 15.7 KB