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  4. [8-K] PDS Biotechnology Corp Reports Material Event

Nasdaq warns PDS Biotechnology (Nasdaq: PDSB) over $1 minimum bid rule

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

PDS Biotechnology Corporation reported receiving a Nasdaq Listing Qualifications deficiency notice because the closing bid price of its common stock has been below the $1.00 minimum required by Nasdaq Listing Rule 5550(a)(2) for the last 30 consecutive business days. The notice has no immediate effect on trading, and the shares continue to trade on The Nasdaq Capital Market under the symbol PDSB.

Under Nasdaq Listing Rule 5810(c)(3)(A), the company has a 180-day compliance period, until January 26, 2027, to regain compliance by maintaining a closing bid price of at least $1.00 for a minimum of 10 consecutive business days. If compliance is not regained, PDS Biotechnology may qualify for an additional 180-day period but ultimately faces potential delisting, with the right to appeal any delisting decision. The company plans to monitor its share price and may consider actions such as a reverse stock split to address the deficiency.

Positive

  • None.

Negative

  • Nasdaq minimum bid deficiency creates a risk of eventual delisting if PDSB cannot lift its closing bid to at least $1.00 for 10 consecutive business days within the allowed compliance periods.

Filing Explained

The filing does not announce a reverse stock split: it says one may be considered; if adopted, the consolidation would reduce the share count and proportionally raise the per-share price, while leaving company value unchanged by the split itself.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities
The company received a delisting notice or transferred its listing to a different exchange.
Minimum bid price requirement $1.00 per share Nasdaq Listing Rule 5550(a)(2) minimum bid for continued listing
Days below minimum bid 30 consecutive business days Period when PDSB’s closing bid was under $1.00
Initial compliance period 180 calendar days Time to regain compliance ending January 26, 2027
Compliance deadline January 26, 2027 End of the first 180-day bid-price compliance period
Required compliant trading period 10 consecutive business days Minimum period with closing bid at or above $1.00 to regain compliance
Minimum Bid Price Requirement regulatory
"below the minimum $1.00 per share required for continued listing (the "Minimum Bid Price Requirement")"
A minimum bid price requirement is a rule that a stock must trade above a set price for a specified period to stay listed on an exchange. It matters to investors because falling below that threshold can trigger warnings or removal from the exchange, which can cut liquidity, reduce visibility, and often lead to sharper declines in share value—think of it like a venue’s minimum dress code that, if not met, can bar a performer from the stage.
Nasdaq Listing Rule 5550(a)(2) regulatory
"required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2)"
Nasdaq Listing Rule 5810(c)(3)(A) regulatory
"In accordance with Nasdaq Listing Rule 5810(c)(3)(A) the Company has been provided a compliance period"
reverse stock split financial
"may, if appropriate, consider available options to regain compliance, including initiating a reverse stock split"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

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

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FAQ

What Nasdaq notice did PDS Biotechnology (PDSB) receive?
PDS Biotechnology received a Nasdaq Listing Qualifications deficiency letter because its common stock’s closing bid price stayed below $1.00 per share for 30 consecutive business days. The notice cites noncompliance with Nasdaq Listing Rule 5550(a)(2) but does not immediately affect the stock’s Nasdaq Capital Market listing.

How long does PDSB have to regain Nasdaq minimum bid compliance?
PDS Biotechnology has 180 calendar days, until January 26, 2027, to regain compliance with Nasdaq’s Minimum Bid Price Requirement. This initial period is provided under Nasdaq Listing Rule 5810(c)(3)(A) and is based on the stock’s closing bid performance during that timeframe.

What must PDSB do to regain compliance with Nasdaq's $1.00 bid requirement?
To regain compliance, PDS Biotechnology must achieve a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days within the 180-day compliance period. Nasdaq staff would then issue written confirmation that the company has returned to compliance.

What happens if PDSB fails to regain Nasdaq compliance by January 26, 2027?
If PDS Biotechnology does not regain compliance by January 26, 2027, it may qualify for a second 180-day compliance period if it meets market value of publicly held shares and other initial listing standards. Otherwise, its stock could be subject to delisting, which the company could appeal to a Nasdaq hearings panel.

What options might PDSB consider to address the Nasdaq minimum bid deficiency?
PDS Biotechnology intends to monitor the closing bid price of its common stock and may consider available options, including a potential reverse stock split, to address the Minimum Bid Price Requirement. The company cautions that there is no assurance it will successfully regain or maintain compliance.
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): July 30, 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 July 30, 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 January 26, 2027, 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 January 26, 2027, 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: July 31, 2026
By:
/s/ Frank Bedu-Addo, Ph.D.
 
Name: Frank Bedu-Addo, Ph.D.
 
Title: President and Chief Executive Officer


Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents

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