PDS Biotechnology Corporation filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

June 24, 2024

Date of Report (Date of earliest event reported)

PDS Biotechnology Corporation

Securities registered pursuant to Section 12 (b) of the Act:

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:

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

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PDS Biotechnology Corporation (the “Company”) held its 2024 annual meeting of stockholders on June 24, 2024 (the “Annual Meeting”). As previously disclosed, on April 18, 2024, the Board of Directors of the Company adopted, subject to stockholder approval, an amendment (the “Amendment”) to the Eighth Amended and Restated Certificate of Incorporation (the “Charter”). The stockholders voted to approve the Amendment at the Annual Meeting.  The Amendment increased the number of shares of authorized common stock from 75,000,000 to 150,000,000 shares. The Charter remains unchanged in all other respects. The foregoing description of the Amendment does not purport to be complete, and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.

At the Annual Meeting, the following proposals were submitted to the stockholders of the Company:

Proposal 2:

A proposal to approve an amendment to the Eighth Amended and Restated Certificate of Incorporation.

For more information about the foregoing proposals, see the Company’s definitive proxy statement on Schedule 14A filed with the United States Securities and Exchange Commission on April 29, 2024. Of the 36,679,275 shares of the Company’s common stock entitled to vote at the Annual Meeting, 20,781,507 shares, or approximately 56.65%, were represented at the Annual Meeting in person or by proxy, constituting a quorum. The number of votes cast for, against or withheld, as well as abstentions and broker non-votes, if applicable, in respect of each such proposal is set forth below.

The Company’s stockholders elected the following directors to serve as Class C directors until the 2027 Annual Meeting of Stockholders of the Company or until their successors are duly elected and qualified. The votes regarding the election of the directors were as follows:

(d) Exhibits.

 

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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