PDS Biotechnology raises $11.3M PIPE, repays note
PDS Biotechnology secures $11.3 million in PIPE financing, retires high-interest debt and adds two Nant-affiliated directors under new board designation rights.
Rhea-AI Filing Summary
PDS Biotechnology Corporation (PDSB) completed the initial closing of a Private Investment in Public Equity (PIPE), raising $11.3 million in gross proceeds through the sale of common shares, pre-funded warrants and common warrants. Units of one share plus a warrant to purchase one-half share were priced at $0.2825, and units with a pre-funded warrant were priced at $0.28217. The company intends to use the net proceeds to repay outstanding indebtedness and for working capital, including development of its PDS0301 and PDS0101 immunotherapy programs. The PIPE, led by Nant Capital, LLC, includes a contingent milestone closing that would bring total proceeds in the transaction to up to $22.3 million if triggered. PDS Biotechnology also fully redeemed a $6.0 million 10% Yorkville promissory note for approximately $4.6 million, eliminating this debt with no early termination penalty. In connection with the financing, Nant obtained board designation rights and Dr. Patrick Soon-Shiong and James Banaag were appointed to PDS Biotechnology’s board of directors.
Positive
- $11.3 million gross proceeds from the Initial Closing of the PIPE, with total potential proceeds of up to $22.3 million, provide additional capital for debt repayment, clinical development and general corporate purposes.
- Redemption in full of the $6.0 million Yorkville promissory note for approximately $4.6 million, including all interest, removes a 10% coupon debt with no early termination penalties.
- PIPE proceeds are intended to advance PDS0301 into late-stage clinical development, supported by Phase 2 data in metastatic colorectal cancer where 80% of 22 treated patients survived at least 24 months versus historical median overall survival of less than 12 months.
Negative
- The Initial Closing involved issuing 16,502,870 shares of common stock plus pre-funded warrants for 23,498,156 shares and common warrants for 20,000,514 shares, creating substantial potential equity dilution.
- The board determined that both new Nant designees are not independent under Nasdaq standards and chose to waive a Purchase Agreement provision that at least one Nant designee be independent.
- An additional $11 million of PIPE funding from the Milestone Closing is contingent on submission of a registrational Phase 3 protocol for PDS0301 and may not occur.
Filing Explained
The completed closing issued 16,502,870 shares and added pre-funded and common warrants, creating immediate and contingent dilution for existing holders.
This Form 8-K reports that the September 14 initial closing was completed: PDS Biotechnology received approximately
The PIPE was a private placement, and the securities were not registered when sold. The company agreed to file a resale registration statement, which describes a later resale mechanism rather than a completed resale. The pre-funded warrants are instruments that convert into shares when exercised.
The closing also completed Nant's board-designation arrangement: Nant's two designees were appointed, neither was determined to be independent, and the board waived the requirement that at least one designee be independent. Nant's designation right continues while it beneficially owns at least
The next financing milestone is the submission of a registrational Phase 3 protocol for PDS0301 to the FDA: if the milestone and closing conditions are satisfied or waived, Nant and AB Group Ltd. are obligated to purchase an additional
8-K Event Classification
5 items: 1.02, 5.02, 7.01, 8.01, 9.01
5 items
Item 1.02
Termination of a Material Definitive Agreement
Business
A significant contract was terminated, which may affect business operations or revenue.
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.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
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
Initial PIPE gross proceeds: $11.3 million
Total potential PIPE size: $22.3 million
Common shares issued: 16,502,870 shares
+5 more
8 metrics
Initial PIPE gross proceeds
$11.3 million
Gross proceeds received at the Initial Closing of the PIPE
Total potential PIPE size
$22.3 million
Up to this amount including the contingent Milestone Closing
Common shares issued
16,502,870 shares
Common stock issued at the Initial Closing
Pre-Funded Warrants issued
23,498,156 warrants
Pre-Funded Warrants to purchase common shares at the Initial Closing
Common Warrants issued
20,000,514 warrants
Common Warrants to purchase common shares at the Initial Closing
Share Unit Purchase Price
$0.2825 per unit
Price for one common share plus a warrant to purchase one-half share
Pre-Funded Unit Purchase Price
$0.28217 per unit
Price for one Pre-Funded Warrant plus a warrant to purchase one-half share
Yorkville Note repayment
Approximately $4.6 million
Aggregate amount paid to redeem a $6.0 million 10% promissory note
Key Terms
Private Investment in Public Equity, pre-funded warrants, Common Warrants, beneficial ownership limitation, +2 more
6 terms
Private Investment in Public Equity financial
"announced the initial closing of the Company’s Private Investment in Public Equity"
Private investment in public equity occurs when investors buy shares directly from a company that is publicly traded, often at an early stage or at a discount, instead of purchasing them on the open market. This allows investors to acquire a stake more quickly and with potentially better terms, which can influence the company's future growth and stability—making it an important option for those seeking to support or benefit from a company's development.
pre-funded warrants financial
"pre-funded warrants in lieu of such shares (“Pre-Funded Warrants”)"
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.
Common Warrants financial
"accompanying common stock purchase warrants (“Common Warrants”)"
A common warrant is a tradable instrument that gives its holder the right to buy a company’s common shares at a fixed price within a set time period, similar to a coupon that can be redeemed later to purchase stock. Investors care because exercising warrants can boost potential gains if the stock rises, but it can also dilute existing shareholders by increasing the number of shares outstanding, which can lower per-share value.
beneficial ownership limitation financial
"number of securities purchased by any investor will be 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.
registrational Phase 3 clinical trial protocol medical
"triggered by the Company’s submission of a registrational Phase 3 clinical trial protocol"
immunocytokine medical
"PDS0301 is 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.
Offering Details
PIPE
Offering
Offering Type
PIPE
Price Range
$0.2825 per Share Unit; $0.28217 per Pre-Funded Unit
Use of Proceeds
Repay outstanding indebtedness and for working capital and general corporate purposes, including clinical development, research and development, and general and administrative expenses.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What financing did PDSB announce in this 8-K?
PDS Biotechnology announced the Initial Closing of a PIPE financing, raising $11.3 million in gross proceeds by issuing common stock, 23,498,156 pre-funded warrants and 20,000,514 common warrants, with pricing per unit between $0.28217 and $0.2825.
How much total capital could PDSB raise from the PIPE transaction?
The company disclosed potential total gross proceeds of up to $22.3 million, including the $11.3 million Initial Closing and a contingent Milestone Closing where Nant would purchase $10 million and AB Group Ltd. $1 million of additional securities.
How will PDSB use the proceeds from the PIPE financing?
PDS Biotechnology intends to use the net proceeds to repay outstanding indebtedness and for working capital and general corporate purposes, including the continued development of its clinical programs, research and development, and general and administrative expenses.
What debt did PDSB repay as described in the filing?
On September 14, 2026, PDS Biotechnology redeemed in full the Yorkville Note with an original principal of $6,000,000, paying approximately $4.6 million representing all outstanding principal and accrued interest, and incurred no early termination penalties.
What board changes did PDSB make in connection with the Nant investment?
Effective at the Initial Closing, PDS Biotechnology appointed Dr. Patrick Soon-Shiong as a Class C director through the 2027 annual meeting and James Banaag as a Class A director through the 2028 annual meeting, both designated by Nant under board designation rights.
What clinical plans for PDS0301 did PDSB outline in this announcement?
PDS Biotechnology stated that the PIPE is expected to help advance PDS0301 into late-stage clinical development and that a registrational Phase 3 trial protocol, designed with Nant, will trigger the Milestone Closing obligation for additional PIPE funding.
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): September 12, 2026
(Exact Name of Registrant as Specified in Charter)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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(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):
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which
Registered
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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 ☐
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Item 1.02
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Termination of a Material Definitive Agreement.
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On September 14, 2026, PDS Biotechnology Corporation (the “Company”) redeemed in full that certain Promissory Note, dated as of
June 15, 2026, as amended by that certain First Amendment to Promissory Note, dated as of August 31, 2026 (as amended, the “Yorkville Note”), issued by the Company in favor of YA II PN, Ltd. (“Yorkville”), by paying
Yorkville an aggregate redemption amount of approximately $4.6 million, representing all outstanding principal and accrued and unpaid interest thereunder. The Yorkville Note had an original principal amount of $6,000,000, bore interest at a rate
of 10% per annum and had a stated maturity date of June 15, 2027. Upon payment of the redemption amount, the Yorkville Note was terminated and is of no further force or effect. No early termination penalties were payable by the Company in
connection with the redemption.
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
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On September 12, 2026, pursuant to Section 5.14 of the previously
disclosed Securities Purchase Agreement (the “Purchase Agreement”), dated September 7, 2026, by and among the Company and certain accredited investors (the Purchase Agreement was previously filed as Exhibit 10.1 to the Company’s Current
Report on Form 8-K filed with the Securities and Exchange Commission on September 8, 2026), the Board of Directors (the “Board”) of the Company appointed Dr. Patrick Soon-Shiong and Mr. James Banaag as directors and new members of the Board to fill the vacancies on the Board created from the previously announced increase in the size of the Board from six to eight directors, effective as of the
Initial Closing (as defined in the Purchase Agreement), which occurred on September 14, 2026. Dr. Soon-Shiong and Mr. Banaag were selected as directors pursuant to the board designation rights set forth in Section 5.14 of the Purchase Agreement,
which provides that Nant Capital, LLC and its affiliates (collectively, “Nant”) have the right to designate two individuals (the “Nant Designees”) to be appointed to the Board for so long as Nant beneficially owns fifteen percent
(15%) or more of the Company’s outstanding Common Stock.
Dr. Soon-Shiong, FRCS (C), VACS, age 74, is the founder of ImmunityBio, Inc., a biotechnology company.
Dr. Soon-Shiong was appointed Executive Chairman of the Board of ImmunityBio, Inc. in October 2020 and Global Chief Scientific and Medical Officer of the company on August 11, 2021. Previously, he served as the Chairman of the Board and Chief
Executive Officer from March 2015 to October 2020, as the Co-Chairman of the board of directors from December 2014 to March 2015, and as the Chief Medical Officer of ImmunityBio, Inc. from January 2015 to March 2015. In 2011, he founded NantWorks,
LLC (“NantWorks”), an ecosystem of companies to create a transformative global health information and next generation pharmaceutical
development network, for the secure sharing of genetic and medical information. Dr. Soon-Shiong invented and developed Abraxane®, the nation’s first Food and Drug Administration-approved protein nanoparticle albumin-bound delivery technology for
the treatment of cancer. From 1997 to 2010, Dr. Soon-Shiong served as founder, chairman, and chief executive officer of two global pharmaceutical companies, American Pharmaceutical Partners (sold to Fresenius SE in 2008) and Abraxis BioScience
(sold to Celgene Corporation in 2010). In 2018, he became the owner and executive chairman of the Los Angeles Times, Los Angeles Times en Espanol and other publications under the California Times. Dr. Soon-Shiong is chairman of the Chan Soon-Shiong
Family Foundation and the Chan Soon-Shiong Institute of Molecular Medicine, a nonprofit medical research organization. He is a visiting Professor at the Imperial College of London. Dr. Soon-Shiong holds a degree in medicine from the University of
the Witwatersrand and a M.Sc. in science from the University of British Columbia.
Mr. Banaag, age 59, joined NantWorks in 2013 and presently serves as the Senior Vice President Finance, Corporate Strategy as well
as the Chief Financial Officer for NantBio, Inc. (“NantBio”), a biopharmaceutical company. Mr. Banaag has over 30 years of financial planning and accounting experience and
is a Certified Public Accountant, formerly with Ernst & Young. Prior to joining NantWorks, Mr. Banaag served as Corporate Controller of KARL STORZ Endoscopy – America, a manufacturer of minimally invasive medical devices, instruments and
integrated operating room solutions. Prior to that, he was Vice President of Finance for Abraxis BioScience (sold to Celgene Corporation), a biotechnology company that developed Abraxane®, the first Food and Drug Administration approved protein
nanoparticle albumin-bound delivery technology for the treatment of cancer. Mr. Banaag also currently serves on the board of IngenOX Therapeutics, a private biotechnology firm since January 2025. Mr. Banaag holds a Bachelor of Science degree in
Accounting from the University of Southern California and an M.B.A. in Finance from Boston University.
Dr. Soon-Shiong was appointed as a Class C director of the Company, to serve until the Company’s 2027 annual meeting of stockholders
or until his earlier death, resignation, removal, or until such time that Nant no longer has the right to designate both Nant Designees pursuant to the terms and conditions of the Purchase Agreement.
Mr. Banaag was appointed as a Class A director of the Company, to serve until the Company’s 2028 annual meeting of stockholders or
until his earlier death, resignation, removal, or until such time that Nant no longer has the right to designate two Nant Designees pursuant to the terms and conditions of the Purchase Agreement.
In connection with their appointments, the Company entered into its standard form of indemnification agreement with each of Dr. Soon-Shiong and Mr.
Banaag. The indemnification agreement requires the Company to indemnify each director to the fullest extent permitted by Delaware law against liabilities that may arise by reason of their service to the Company.
Neither Dr. Soon-Shiong nor Mr. Banaag will receive an initial equity grant or any other equity compensation in connection with their appointment to
the Board. The Nant Designees will be eligible to participate in the Company’s standard non-employee director compensation program at the Board’s discretion.
Pursuant to the Purchase Agreement, Nant, an entity controlled by Dr. Soon-Shiong, purchased an aggregate of 13,005,334 shares of Common Stock,
22,392,896 pre-funded warrants and 17,699,115 common warrants for a subscription amount of approximately $10.0 million at the initial closing on September 14, 2026. Pursuant to the Purchase Agreement, Nant is also obligated to purchase additional
securities for an aggregate subscription amount of $10.0 million upon the occurrence of a Milestone Event (as defined in the Purchase Agreement). In addition, NantWorks, also controlled by Dr. Soon-Shiong, has entered into an option to negotiate
agreement with the Company to negotiate for an exclusive license of the Company’s PDS0101 compound for $25,000. Dr. Soon-Shiong also controls NantBio, where Mr. Banaag presently serves as Chief Financial Officer. Mr. Banaag also serves as Senior
Vice President, Finance, Corporate Strategy at NantWorks. Other than as described above, neither Dr. Soon-Shiong nor Mr. Banaag has a direct or indirect material interest in any transaction or proposed transaction required to be disclosed
pursuant to Item 404(a) of Regulation S-K. There are no family relationships between either Dr. Soon-Shiong or Mr. Banaag and any director or executive officer of the Company.
In connection with the Board’s evaluation of the newly appointed directors, the Board determined that neither Dr. Soon-Shiong nor Mr. Banaag
qualifies as an “independent director” under the listing standards of The Nasdaq Stock Market, given their respective relationships with Nant and its affiliates. Section 5.14(a) of the Purchase Agreement provides that at least one Nant Designee
shall be “independent” under the listing standards of Nasdaq. After consideration, the Board determined to waive this independence requirement with regards to the current Nant Designees and approved the appointments of Dr. Soon-Shiong and Mr.
Banaag.
In addition, following a re-evaluation of each current director’s independence in connection with the foregoing appointments, the Board determined
that Dr. Ilian Iliev, Ph.D. qualifies as an independent director under the applicable Nasdaq listing standards.
| Item 7.01 |
Regulation FD Disclosure.
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On September 14, 2026, the Company issued a press release regarding the initial closing of its previously announced private
placement for gross proceeds of approximately $11.3 million and the appointments of Dr. Soon-Shiong and Mr. James Banaag to the Board. The press release is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference.
The information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of
the Exchange Act, or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth
by specific reference in such filing.
| Item 8.01 |
Other Events.
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On September 14, 2026, the Company completed the initial closing (the “Initial Closing”) of the previously announced
private placement offering pursuant to the Purchase Agreement. At the Initial Closing, the Company received gross proceeds of approximately $11.3 million. In connection with the Initial Closing, the Company issued an aggregate of (i)
16,502,870 shares of common stock, (ii) pre-funded warrants to purchase up to 23,498,156 shares of common stock, and (iii) common warrants to purchase up to 20,000,514 shares of common stock.
| Item 9.01 |
Financial Statements and Exhibits.
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Exhibits.
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Exhibit
Number
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Description of Exhibit
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99.1
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Press Release of PDS Biotechnology Corporation, dated as of September 14, 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, as amended, 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: September 14, 2026
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By:
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/s/ Frank Bedu-Addo, Ph.D.
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Name:
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Frank Bedu-Addo, Ph.D.
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Title:
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President and Chief Executive Officer
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Exhibit 99.1
PDS Biotech Announces Initial Closing of up to $22.3 Million PIPE Financing and the Appointment of Dr. Patrick Soon-Shiong to Its Board of Directors
Gross Proceeds of $11.3 Million at Initial Closing
Transaction Led by Dr. Patrick Soon-Shiong, Founder of NantWorks
Princeton, NJ, September 14, 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 the initial closing (the “Initial Closing”) of the Company’s Private Investment in Public Equity (“PIPE”) transaction. The round was led by Nant Capital, LLC (“Nant”) with additional
participation by current investors. The PIPE also consists of a contingent milestone closing (the “Milestone Closing”) as described below.
At the Initial Closing, the Company sold (i) shares of the Company’s common stock (the “Private Placement Shares”) or, at the election of an investor, pre-funded
warrants in lieu of such shares (“Pre-Funded Warrants”), and (ii) accompanying common stock purchase warrants (“Common Warrants”). Each unit consisting of one Private Placement Share and a Common Warrant to purchase one-half of one Private
Placement Share (“Common Warrants”) was issued for $0.2825 (the “Share Unit Purchase Price”), and each unit consisting of one Pre-Funded Warrant to purchase one share of Common Stock and a Common Warrant to purchase one-half of one share of Common
Stock was issued for $0.28217 (the “Pre-Funded Unit Purchase Price”). The aggregate gross proceeds and the aggregate number of Private Placement Shares, Pre-Funded Warrants and Common Warrants issued as part of the Initial Closing were
approximately $11.3 million, and 16,502,870, 23,498,156 and 20,000,514, respectively.
The Company intends to use the net proceeds from the private placement to repay outstanding indebtedness and for working capital and general corporate purposes,
including the continued development of its clinical programs, research and development, and general and administrative expenses. The Company also expects that the PIPE will advance PDS0301 (also referred to as PDS01ADC or NHS-IL12)
into late-stage clinical development, based on recent promising interim Phase 2 clinical trial data in microsatellite stable (MSS) and mismatch repair-proficient (pMMR) metastatic colorectal cancer (mCRC), types of colorectal cancer that have not
responded well to treatment with immunotherapy. Patients with MSS and pMMR mCRC with liver metastases historically have dire treatment outcomes, with median overall survival of less than 12 months.* In a National Cancer Institute (NCI) led Phase 2
trial, the addition of PDS0301 to standard of care therapy in 22 patients was well tolerated, and demonstrated deep and long-lasting tumor shrinkage and survival, with 80% of patients surviving for at least 24 months.
At the Milestone Closing, which will be triggered by the Company’s submission of a registrational Phase 3 clinical trial protocol for PDS0301 designed in collaboration
with Nant to the FDA, Nant and AB Group Ltd. will be obligated to purchase and the Company will be obligated to issue to each of Nant and AB Group Ltd., shares of common stock or Pre-Funded Warrants in lieu thereof for an aggregate purchase price
of $10,000,000 and $1,000,000, respectively, subject to the satisfaction or waiver of the applicable closing conditions. The number of securities purchased by any investor will be subject to a 19.9% beneficial ownership limitation.
In addition to the PIPE transaction, and for additional consideration, the Company granted NantWorks, LLC, an affiliate of Nant, a one-year exclusive right to
negotiate an exclusive license to PDS0101, the Company’s novel investigational human papilloma virus targeted immunotherapy that stimulates a potent targeted T cell attack against HPV-positive cancers. The option has a term of one year.
Effective as of the Initial Closing, Dr. Soon-Shiong and Mr. James Banaag, who currently serves the as chief financial officer of NantBio, Inc., will join the
Company’s board of directors.
Dr. Soon-Shiong commented “PDS Biotechnology is developing promising novel cancer vaccines and immunocytokines that have demonstrated the potential to harness the
power of the immune system to transform cancer care. This is an area of significant interest for me, and I am pleased to join the board of directors and to be able to contribute towards the advancement of these therapies that are aimed at
addressing difficult-to-treat cancers”.
Dr. Frank Bedu-Addo, founder and CEO of PDS Biotechnology stated, “We believe that the ongoing clinical trials of our IL-12 immunocytokine PDS0301 at the NCI strongly
suggest that PDS0301 has the potential to advance the treatment of solid tumors with immunotherapy. We also believe that clinical trials of our cancer vaccine platform demonstrate the potential to advance the field of targeted T cell
immunotherapy. We are extremely pleased that Dr. Soon-Shiong and NantWorks share our belief in the promise of our immunotherapy platforms. Dr. Soon-Shiong is a highly accomplished physician scientist, biotechnology entrepreneur and investor who has
developed successful cancer therapies including an FDA approved immunocytokine. We are honored to welcome Dr. Soon-Shiong to the company’s board of directors.”
Dr. Soon-Shiong, is an internationally recognized physician, surgeon, scientist, and philanthropist who is the author of over 100 peer-reviewed scientific publications
and over 500 patents issued worldwide. Dr. Soon-Shiong is the Executive Chairman of ImmunityBio (NASDAQ: IBRX), a company he founded in 2014. He also serves as Chairman of NantHealth (NASDAQ:NH), a transformational healthcare company converging
biomolecular medicine and bioinformatics to simplify healthcare. He is also the Chairman and CEO of the Chan Soon-Shiong Institute of Molecular Medicine, a non-profit medical research organization. Dr. Soon-Shiong is also the Owner and Executive
Chairman of the Los Angeles Times.
Dr. Soon-Shiong has founded and led global pharmaceutical companies, including American Pharmaceutical Partners, Abraxis BioScience and ImmunityBio. At Abraxis he
developed Abraxane, which became the first protein nanoparticle drug for breast, lung, and pancreatic cancers. The drug achieved blockbuster status with annual sales exceeding a billion dollars. Dr. Soon-Shiong’s contribution to the advancement of
the oncology field has been honored with the Distinguished Medical Science award by the Smithsonian National Museum of American History where Abraxane is now permanently housed. He has also been honored by the Vatican with the Pontifical Key
Visionary Award.
Dr. Soon-Shiong received his medical degree at the University of Witwatersrand, Johannesburg, South Africa and continued his training in surgery at the University of
California Los Angeles where he performed the first West Coast pancreas transplant and the world’s first encapsulated islet cell transplant. He is a practicing surgeon and an adjunct Professor of Surgery at UCLA and a visiting Professor at the
Imperial College of London.
Born and raised during the apartheid era in South Africa, Dr. Soon-Shiong has lived in Los Angeles since 1980 and is a citizen of the United States.
The securities sold in the PIPE have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state or other applicable
jurisdiction’s securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state or other jurisdictions’ securities laws.
Concurrently with the execution of the securities purchase agreement, the Company and the investors entered into a registration rights agreement pursuant to which the Company has agreed to file a registration statement with the U.S. Securities and
Exchange Commission (the “SEC”) registering the resale of the Private Placement Shares and shares of the Company’s common stock underlying the Pre-Funded Warrants and Common Warrants (together, the “Warrant Shares”) sold in the PIPE. Any offering
of the Private Placement Shares and Warrant Shares under the resale registration statement will only be made by means of a prospectus.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy the Company’s securities, nor shall there be any offer, solicitation, or
sale of the Company’s securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
The private placement was conducted in accordance with applicable Nasdaq rules and was priced to satisfy the “Minimum Price” requirement (as defined in the Nasdaq
rules).
* Aruquipa MPS et al, Liver metastasis and resistance to immunotherapy in microsatellite stable colorectal cancer. A literature
review; ecancer 2024, 18:1771
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; the risk that the Milestone Closing may not be completed in a timely manner or at all; the failure to realize the anticipated benefits of the PIPE and the other transactions described
in this press release; 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.
Versamune® is a registered trademark of PDS Biotechnology Corporation.
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
Collected Strategies
PDS-CS@collectedstrategies.com