PDS Biotechnology raises about $3.9M from warrants
A 19.9% ownership limit routed the portion above the cap into pre-funded warrants priced at $0.00033 per share.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
8-K
Rhea-AI Filing Summary
PDS Biotechnology Corp. (PDSB) said NantWorks exercised existing common stock warrants for an aggregate of 17,699,115 shares, or pre-funded warrants in lieu of shares, at $0.22 per share. The exercise generated approximately $3.9 million in gross proceeds for the company.
A 19.9% beneficial ownership limitation applies to the holder together with its affiliates and other attribution parties. The portion that would have exceeded the limit was exercised for pre-funded warrants instead; those warrants have an exercise price of $0.00033 per share, do not expire, and are subject to the same limit.
PDS Biotechnology intends to use the net proceeds from the exercise, together with net proceeds from its September 2026 private placement, to support advancing PDS0301 toward a Phase 3 trial in metastatic colorectal cancer, its PDS0101 partnership strategy, and general corporate purposes. The common shares issued upon exercise have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption.
8-K Event Classification
2 items: 8.01, 9.01
2 items
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Warrant exercise quantity: 17,699,115 shares (or pre-funded warrants in lieu thereof)
Warrant exercise price: $0.22 per share
Gross proceeds: Approximately $3.9 million
+3 more
6 metrics
Warrant exercise quantity
17,699,115 shares (or pre-funded warrants in lieu thereof)
NantWorks warrant exercise
Warrant exercise price
$0.22 per share
Existing common stock warrants exercised by NantWorks
Gross proceeds
Approximately $3.9 million
Proceeds to PDS Biotechnology from the warrant exercise
Beneficial ownership limitation
19.9%
Applies to the holder together with affiliates and other attribution parties
Pre-funded warrant exercise price
$0.00033 per share
Pre-funded warrants issued in lieu of common shares
Private placement gross proceeds
Approximately $11.3 million
Private placement initially closed on September 14, 2026
Key Terms
pre-funded warrants, beneficial ownership limitation, gross proceeds, immunocytokine
4 terms
pre-funded warrants financial
"The pre-funded warrants have an exercise price of $0.00033"
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.
beneficial ownership limitation financial
"The common stock warrants are subject to a 19.9% beneficial ownership limitation"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
gross proceeds financial
"The gross proceeds to the Company from the exercise of existing warrants"
The total amount of cash a company receives from a financing event or sale before any fees, expenses, taxes or deductions are taken out. Investors watch gross proceeds because it shows the raw scale of new capital being raised—think of it as the paycheck amount before withholdings—which helps assess how much funding is available for operations, growth, debt payoff or how much shareholder dilution might occur once costs are removed.
immunocytokine medical
"an investigational tumor-targeted interleukin-12 (IL-12) immunocytokine"
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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How does the PDSB warrant ownership limit work?
The 19.9% beneficial ownership limitation applies to NantWorks together with its affiliates and other attribution parties and may not be waived. The portion that would exceed the limit was exercised for pre-funded warrants, which have a $0.00033 per-share exercise price, do not expire, and remain subject to the same limit.
How much did PDSB receive from its September 2026 private placement?
PDS Biotechnology received approximately $11.3 million in gross proceeds from the private placement that initially closed on September 14, 2026.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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): November 9, 2026
(Exact Name of Registrant as Specified in Charter)
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| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
(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 |
| | | |
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 8.01
Other Events.
On November 10, 2026, PDS Biotechnology Corporation (the “Company”) issued a press release announcing that NantWorks has exercised its outstanding common stock warrants to purchase an aggregate of 17,699,115 shares of the Company's common stock (or pre-funded warrants in lieu thereof) at an exercise price of $0.22 per share. The gross proceeds to the Company from the exercise of existing warrants were approximately $3.9 million.
A copy of the press release is filed herewith as Exhibit 99.1 and incorporated by reference herein.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
Number
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Description
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99.1
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Press Release Dated November 10, 2026.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL Document)
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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.
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PDS BIOTECHNOLOGY CORPORATION
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| Date: November 9, 2026 |
By: /s/ Frank Bedu-Addo, Ph.D.
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Name: Frank Bedu-Addo, Ph.D.
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Title: President and Chief Executive Officer
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Exhibit 99.1
PDS Biotech Announces Exercise of Warrants by NantWorks for Approximately $3.9 Million in Gross Proceeds
Princeton, NJ, November 10, 2026 -- PDS Biotechnology Corporation (Nasdaq: PDSB) ("PDS Biotech" or the "Company"), a clinical-stage biotechnology company focused on developing targeted immunotherapies for cancer, today announced NantWorks has exercised its outstanding common stock warrants to purchase an aggregate of 17,699,115 shares of the Company's common stock (or pre-funded warrants in lieu thereof) at an exercise price of $0.22 per share. The gross proceeds to the Company from the exercise of existing warrants were approximately $3.9 million.
The Company intends to use the net proceeds from the warrant exercise, together with the net proceeds from the September 2026 private placement, to support the advancement of PDS0301 toward a Phase 3 trial in metastatic colorectal cancer, as well as the Company’s partnership strategy for PDS0101 and general corporate purposes.
The common stock warrants were issued in connection with the private placement that initially closed on September 14, 2026, in which the Company received gross proceeds of approximately $11.3 million.
The common stock warrants are subject to a 19.9% beneficial ownership limitation, which applies to the holder together with its affiliates and other attribution parties and may not be waived. In accordance with the terms of the warrants, the portion of the exercise that would have caused the holder to exceed this limitation was exercised for pre-funded warrants in lieu of shares of common stock. The pre-funded warrants have an exercise price of $0.00033 per share, do not expire and are subject to the same beneficial ownership limitation.
The shares of common stock issued upon exercise of the warrants have not been registered under the Securities Act of 1933, as amended, or applicable state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
For more information, please visit www.pdsbiotech.com
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; 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.
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