PDS Biotechnology director buys 35.4M PIPE units
Rhea-AI Filing Summary
PDS Biotechnology Corp (PDSB) disclosed an initial ownership report showing that Dr. Patrick Soon-Shiong, through Nant Capital, LLC, is a director and ten percent owner holding indirect positions in common stock and warrants following a private placement that closed on September 14, 2026.
Nant Capital holds 13,005,334 shares of Common Stock, Pre-Funded Warrants exercisable into 22,392,896 shares at $0.0003 per share with no expiration, and Common Warrants exercisable into 17,699,115 shares at $0.2200 per share. Both warrant types include ownership limitations generally capped at 19.9% of issued and outstanding common stock, adjustable to no more than 19.99% upon 61 days’ prior notice.
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Insights
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Insider Trade Summary
3 transactions reported
Mixed
3 txns
Insider
SOON-SHIONG PATRICK, Nant Capital, LLC
Role
Director, 10% Owner | 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Pre-Funded Warrants F3, F5 | -- | -- | -- |
| holding | Common Warrants F4, F5 | -- | -- | -- |
| holding | Common Stock F1, F2 | -- | -- | -- |
Holdings After Transaction:
Pre-Funded Warrants — 22,392,896 contracts (Indirect, Nant Capital, LLC);
Common Warrants — 17,699,115 contracts (Indirect, Nant Capital, LLC);
Common Stock — 13,005,334 shares (Indirect, See Footnote)
Footnotes (5)
- F1. The reported securities are included within 35,398,230 PIPE Units (the "Units") purchased by Nant Capital, LLC ("Nant Capital") from the Issuer for a price of $0.2825 per Unit in a private placement transaction (the "Private Placement") announced on September 7, 2026, which closed on September 14, 2026. Each Unit is comprised of (i) One (1) share of the Issuer's common stock, par value $0.00033 per share ("Common Stock") or, at the election of a purchaser, a Pre-Funded Warrant to purchase one share of Common Stock (the "Pre-Funded Warrant") in lieu of such shares, and (ii) an accompanying Common Warrant to purchase one-half of one share of Common Stock (the "Common Warrant").
- F2. Represents shares of Common Stock purchased directly from the Issuer by Nant Capital in connection with the Private Placement transaction. Dr. Patrick Soon-Shiong is the sole member of Nant Capital and may be deemed to beneficially own the securities held by Nant Capital, subject to any applicable California community property laws.
- F3. The Pre-Funded Warrants are exercisable at any time and have no expiration date. The Pre-Funded Warrants include an exercise limitation that prohibits the holder from exercising the Pre-Funded Warrants in an amount in excess of the specified ownership threshold of 19.9% of the issued and outstanding shares of Common Stock (the "Pre-Funded Warrant Blocker"). Upon 61 days' prior notice to the Issuer, the holder of the Pre-Funded Warrants may increase or decrease the Pre-Funded Warrant Blocker, provided that the Pre-Funded Warrant Blocker in no event exceeds 19.99% of the issued and outstanding shares of Common Stock.
- F4. The Common Warrants are exercisable at any time from the date of issuance through 5:00 p.m., New York City time, on the one-year anniversary of the date of issuance. The Common Warrants include an exercise limitation that prohibits the holder from exercising the Common Warrants in an amount in excess of the specified ownership threshold of 19.9% of the issued and outstanding shares of Common Stock (the "Common Warrant Blocker"). Upon 61 days' prior notice to the Issuer, the holder of the Common Warrants may increase or decrease the Common Warrant Blocker, provided that the Common Warrant Blocker in no event exceeds 19.99% of the issued and outstanding shares of Common Stock
- F5. Dr. Patrick Soon-Shiong is the sole member of Nant Capital and may be deemed to beneficially own the securities held by Nant Capital, subject to any applicable California community property laws.
Key Figures
Common Stock held indirectly: 13,005,334 shares
Pre-Funded Warrants underlying shares: 22,392,896 shares
Pre-Funded Warrants exercise price: $0.0003 per share
+5 more
8 metrics
Common Stock held indirectly
13,005,334 shares
Indirectly held through Nant Capital, LLC after the September 14, 2026 private placement
Pre-Funded Warrants underlying shares
22,392,896 shares
Common Stock issuable upon exercise of Pre-Funded Warrants held indirectly
Pre-Funded Warrants exercise price
$0.0003 per share
Exercise price for Pre-Funded Warrants into PDSB common stock
Common Warrants underlying shares
17,699,115 shares
Common Stock issuable upon exercise of Common Warrants held indirectly
Common Warrants exercise price
$0.2200 per share
Exercise price for Common Warrants into PDSB common stock
PIPE Units purchased
35,398,230 Units
PIPE Units purchased by Nant Capital from PDS Biotechnology Corp
PIPE Unit purchase price
$0.2825 per Unit
Price paid by Nant Capital per PIPE Unit in the private placement
Ownership blocker limit
19.9% to 19.99%
Maximum ownership threshold for exercising Pre-Funded and Common Warrants
Key Terms
Pre-Funded Warrants, Common Warrants, PIPE Units, Private Placement, +2 more
6 terms
Pre-Funded Warrants financial
"or, at the election of a purchaser, a Pre-Funded Warrant to purchase one share"
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
"and (ii) an accompanying Common Warrant to purchase one-half of one share"
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.
PIPE Units financial
"included within 35,398,230 PIPE Units (the "Units") purchased by Nant Capital"
Private Placement financial
"for a price of $0.2825 per Unit in a private placement transaction"
A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.
beneficially own financial
"may be deemed to beneficially own the securities held by Nant Capital"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
ownership threshold financial
"in an amount in excess of the specified ownership threshold of 19.9%"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What does Form 3 reveal about PDSB insider Dr. Patrick Soon-Shiong’s stake?
The filing reports that 13,005,334 PDSB common shares plus large warrant positions are held indirectly through Nant Capital, LLC. Dr. Patrick Soon-Shiong is the sole member of Nant Capital and may be deemed to beneficially own these securities, subject to California community property laws.
What are the terms of the Common Warrants held in PDSB by Nant Capital?
The Common Warrants are exercisable into 17,699,115 PDSB common shares at $0.2200 per share. They are exercisable at any time from issuance through September 14, 2027, 5:00 p.m. New York City time, and are subject to an ownership limitation blocker.
What ownership limitation applies to the PDSB Pre-Funded and Common Warrants?
Both the Pre-Funded Warrants and Common Warrants include an exercise limitation blocking ownership above 19.9% of issued and outstanding common stock. Upon 61 days’ prior notice, this blocker can be adjusted but cannot exceed 19.99% of issued and outstanding common stock.
What is the size and price of the PIPE Units Nant Capital bought from PDSB?
Nant Capital purchased 35,398,230 PIPE Units from PDS Biotechnology Corp at $0.2825 per Unit in a private placement announced on September 7, 2026 and closed on September 14, 2026. Each Unit includes one common share or a Pre-Funded Warrant plus an accompanying Common Warrant.
How are PDSB securities structured within each PIPE Unit bought by Nant Capital?
Each PIPE Unit consists of one PDSB common share or, at the purchaser’s election, a Pre-Funded Warrant to purchase one common share, and an accompanying Common Warrant to purchase one-half of one common share. These Units were sold to Nant Capital in a private placement.
AI-generated analysis. How Rhea-AI works. Not financial advice.
