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PDS Biotechnology amends $6M promissory note

PDS Biotechnology Corp (PDSB) reports that on August 31, 2026 it entered into a First Amendment to Promissory Note with YA II PN, Ltd., amending a promissory note originally issued on June 15, 2026 with an original principal amount of $6,000,000.

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

PDS Biotechnology Corp (PDSB) reports that on August 31, 2026 it entered into a First Amendment to Promissory Note with YA II PN, Ltd., amending a promissory note originally issued on June 15, 2026 with an original principal amount of $6,000,000.

The amendment document is filed as an exhibit, but the specific modified terms are not described in the body of the report.

Positive

  • None.

Negative

  • None.
Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Original principal amount of Promissory Note $6,000,000 Promissory Note issued as of June 15, 2026 in favor of YA II PN, Ltd.
Date of First Amendment to Promissory Note August 31, 2026 Date the company entered into the First Amendment with YA II PN, Ltd.
Date of original Promissory Note June 15, 2026 Original issuance date of the $6,000,000 Promissory Note
Common Stock par value $0.00033 per share Par value of PDS Biotechnology Corp common stock listed on Nasdaq Capital Market
Promissory Note financial
"which amends that certain Promissory Note made by the Company in favor of the Holder"
A promissory note is a written IOU in which one party promises to pay a specific sum, often with interest, to another party by a set date or on demand. Investors care because it functions like a loan: it creates a legal claim on future cash flows, carries credit and timing risk, and can affect valuation or liquidity—think of it as a formal, tradable promise to be repaid that can be assessed like any other debt investment.
Emerging growth company regulatory
"Emerging growth company Yes No"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
The Nasdaq Capital Market market
"Common Stock, par value $0.00033 per share | PDSB | The Nasdaq Capital Market"
A tier of the Nasdaq stock exchange that hosts smaller or early-stage public companies that meet defined listing standards for size, share price and governance. Think of it as a particular shelf in a store for emerging brands: it gives investors a centralized place to find and trade these stocks while signaling that the companies meet basic regulatory and financial rules. Investors watch it for growth opportunities and higher volatility compared with larger markets.

FAQ

What did PDSB disclose about its debt on August 31, 2026?

PDS Biotechnology Corp entered into a First Amendment to a $6,000,000 Promissory Note with YA II PN, Ltd., modifying a note originally issued on June 15, 2026. The detailed amended terms are contained in the filed exhibit.

What is the size of the promissory note mentioned by PDSB?

The promissory note that PDS Biotechnology Corp amended has an original principal amount of $6,000,000, issued as of June 15, 2026 in favor of YA II PN, Ltd.

Who is the counterparty to PDSB in the promissory note amendment?

The counterparty to PDS Biotechnology Corp in the First Amendment to the Promissory Note is YA II PN, Ltd., identified in the report as the Holder of the note.

When was the original PDSB promissory note issued and when was it amended?

PDS Biotechnology Corp’s original promissory note was issued on June 15, 2026, and the First Amendment to that note was entered into on August 31, 2026.

On which market is PDSB’s common stock listed?

PDS Biotechnology Corp’s common stock, par value $0.00033 per share, trades under the symbol PDSB on The Nasdaq Capital Market.

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

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Learn about SEC filing dates

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): August 31, 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 1.01
Entry into a Material Definitive Agreement.

On August 31, 2026, PDS Biotechnology Corporation, a Delaware corporation (the “Company”), entered into a First Amendment to Promissory Note (the “Amendment”) with YA II PN, Ltd. (the “Holder”), which amends that certain Promissory Note made by the Company in favor of the Holder, issued as of June 15, 2026, in the original principal amount of $6,000,000 (the “Note”). The Amendment made the following modifications to the Note: (i) Section 1(f) of the Note was amended and restated in its entirety to, among other things, require the Company to deliver weekly remittance notices to the Holder setting forth net proceeds received from sales under the Company’s at-the-market offering program during the prior week and to pay the applicable portion of such net Proceeds within one (1) business day after delivery of such notice; (ii) the cure period for a Nasdaq listing deficiency under Section 1(g) of the Note was extended from seventy-five (75) days to one-hundred eighty (180) days; and (iii) a new Section 1(i) was added to the Note requiring that 100% of net cash proceeds received from any equity or equity-linked financing (outside of the Company’s at-the-market offering) be applied as a mandatory deemed redemption payable to the Holder within five (5) business days of receipt. The Amendment becomes effective upon execution and delivery by each party and the Company having paid in full the installment amount due on the September 14, 2026, pursuant to the terms of the Note.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
 
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
 
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
 
Item 9.01
Financial Statements and Exhibits.
 
(d) Exhibits.
 
Exhibit Number
Description
10.1
First Amendment to Promissory Note, dated as of August 31, 2026, by and between PDS Biotechnology Corporation and YA II PN, Ltd.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)


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: September 4, 2026
By: /s/ Frank Bedu-Addo, Ph.D.
 
Name: Frank Bedu-Addo, Ph.D.
 
Title: President and Chief Executive Officer



Filing Exhibits & Attachments

4 documents