PDS Biotechnology cuts 36% of staff, terminates COO

PDS Biotechnology Corp (symbol PDSB) reports that its Board approved a significant reduction in force to align operating expenses with strategic priorities and focus on advancing its PDS0301 program.

Rhea-AI Filing Summary

PDS Biotechnology Corp (symbol PDSB) reports that its Board approved a significant reduction in force to align operating expenses with strategic priorities and focus on advancing its PDS0301 program. The plan, approved on August 6, 2026, is expected to impact approximately 36% of the workforce and be substantially completed during the third quarter of 2026.

The company expects to record a one-time charge of about $842,000 in the third quarter of 2026 for employee separation benefits, all anticipated to be cash expenditures. PDS Biotechnology also states that additional, currently uncontemplated costs may arise and that actual results may differ materially from its estimates. Separately, effective August 21, 2026, the company terminated Chief Operating Officer Stephan Toutain without cause. Under his employment agreement, he is eligible for severance equal to 12 months of base salary, paid in installments, plus up to 12 months of company-paid COBRA health-care contributions, subject to signing a separation agreement and release of claims.

Positive

• None.

Negative

• 36% workforce reduction approved, signaling a substantial downsizing to reduce operating expenses and concentrate on PDS0301.
• Company expects a one-time restructuring charge of approximately $842,000 for severance and related benefits in Q3 2026, all as cash expenditures.
• Termination without cause of Chief Operating Officer Stephan Toutain removes a key executive and introduces leadership transition around operations.

8-K Event Classification

2 items: 2.05, 5.02

2 items

Item 2.05 Costs Associated with Exit or Disposal Activities Financial

The company committed to an exit plan involving layoffs, facility closures, or restructuring charges.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

Workforce reduction size: Approximately 36% of the Company's workforce One-time restructuring charge: $842,000 Severance salary period for COO: Twelve (12) months base salary +3 more

6 metrics

Workforce reduction size Approximately 36% of the Company's workforce Expected impact of reduction in force approved August 6, 2026

One-time restructuring charge $842,000 Estimated employee separation benefits charge in the third quarter of 2026

Severance salary period for COO Twelve (12) months base salary Severance benefit for Stephan Toutain, payable in equal installments

COBRA contribution period for COO Twelve (12) months Company contributions to health care continuation, or earlier if coverage is obtained or eligibility ends

Implementation start date August 21, 2026 Date affected employees were notified and reduction in force implementation commenced

Board approval date for reduction in force August 6, 2026 Date the Board of Directors approved the workforce reduction

Key Terms

reduction in force, severance benefits, Consolidated Omnibus Budget Reconciliation Act, COBRA

4 terms

reduction in force financial

"approved a reduction in force as part of the Company’s efforts"

A reduction in force is an organized cutback in a company's workforce—commonly known as layoffs—intended to lower costs or reshape operations. Like trimming a household budget or pruning a garden, it can improve long-term financial health but often brings one-time costs, reduced capacity, and morale or execution risks that can affect revenue, expenses, and the company’s stock performance. Investors watch these moves for signals about future profitability and operational stability.

severance benefits financial

"employee separation benefits, including severance and related benefits"

Consolidated Omnibus Budget Reconciliation Act regulatory

"health care continuation under the Consolidated Omnibus Budget Reconciliation Act"

COBRA regulatory

"expiration of his eligibility for continuation coverage under COBRA"

COBRA is a U.S. federal law that lets employees and their dependents temporarily keep employer-sponsored health insurance after job loss, reduction in hours, or other qualifying events by paying the premiums themselves. Investors should care because offering COBRA can affect a company’s cash flow, administrative costs and legal disclosures when workforce changes occur—similar to a former club member paying to keep their membership active after leaving the club.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What workforce changes did PDSB announce in this 8-K?

PDS Biotechnology approved a reduction in force affecting about 36% of its workforce. Implementation began August 21, 2026 and is expected to be substantially completed during the third quarter of 2026, aimed at aligning operating expenses with strategic priorities and the advancement of PDS0301.

How much will the PDSB restructuring charge be and when will it be recorded?

PDS Biotechnology estimates a $842,000 one-time charge in the third quarter of 2026 related to employee separation benefits, including severance and related benefits. The company expects all of this amount to result in cash expenditures recognized in that quarter.

What strategic focus did PDSB cite for the workforce reduction?

PDS Biotechnology states that the reduction in force is part of efforts to align operating expenses with its strategic priorities and a strategic focus on the advancement of PDS0301, indicating that resources are being concentrated on this specific program.

What did PDSB disclose about the departure of its Chief Operating Officer?

On August 21, 2026, PDS Biotechnology delivered a notice of termination without cause to Chief Operating Officer Stephan Toutain and removed him from his position, triggering potential severance benefits under his employment agreement, subject to a separation agreement and release of claims.

What severance benefits is the former PDSB COO entitled to?

Under his employment agreement, Stephan Toutain is entitled to 12 months of base salary, paid in equal installments on regular payroll dates, and company contributions to COBRA health-care continuation for up to 12 months, contingent on executing a separation agreement and general release of claims.

Could PDSB incur additional costs beyond the estimated restructuring charge?

Yes. PDS Biotechnology notes it may incur additional costs not currently contemplated due to events arising from or associated with the reduction in force, and that the estimated charges are based on assumptions and actual results may differ materially.

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

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Available on EDGAR 08/25/2026 - 04:09 PM EDT Accepted by SEC EDGAR 08/25/2026 - 04:08 PM EDT Learn about SEC filing dates

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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 21, 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 2.05 Costs Associated with Exit or Disposal Activities.

On August 6, 2026, the Board of Directors of PDS Biotechnology Corporation (the “Company”) approved a reduction in force as part of the Company’s efforts to align operating expenses with its strategic priorities and strategic focus on the advancement of PDS0301. The Company commenced implementation of the reduction in force and notified affected employees on August 21, 2026. The reduction in force is expected to affect approximately 36% of the Company's workforce and is expected to be substantially completed during the third quarter of 2026.

As a result of the reduction in force, the Company estimates that it will record a one-time charge in the third quarter of 2026 related to employee separation benefits, including severance and related benefits, of approximately $842,000, all of which is anticipated to result in cash expenditures to be recognized in the third quarter of 2026. The Company may also incur additional costs not currently contemplated due to events that may occur as a result of, or that are associated with, the reduction in force. The estimated charges that the Company expects to incur are subject to a number of assumptions, and actual results may differ materially from these estimates.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Departure of Chief Operating Officer

On August 21, 2026, the Company delivered a notice of termination without cause to Stephan Toutain and removed him from his position as the Company’s Chief Operating Officer. Mr. Toutain is entitled to severance benefits in accordance with his employment agreement upon execution of a separation agreement and general release of claims comprising (i) an amount equal to twelve (12) months base salary, paid in equal installments on the Company's regularly scheduled payroll dates, and (ii) company contributions to the cost of health care continuation under the Consolidated Omnibus Budget Reconciliation Act for a period of twelve (12) months (or, if earlier, until Mr. Toutain becomes eligible for substantially equivalent health insurance coverage in connection with new employment or the expiration of his eligibility for continuation coverage under COBRA).

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: August 25, 2026	By: /s/ Frank Bedu-Addo, Ph.D.
	Name: Frank Bedu-Addo, Ph.D.
	Title: President and Chief Executive Officer

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