PDS Biotechnology Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits

On February 26, 2025, PDS Biotechnology Corporation, a Delaware corporation (the “Company”), entered into a securities purchase agreement (the “Purchase Agreement”) with one or more investors (each, a “Purchaser” and collectively, the Purchasers). The Purchase Agreement provides for the sale and issuance by the Company of an aggregate of: (i) 6,396,787 shares (the “Shares”) of the Company’s common stock, $0.00033  par value (the “Common Stock”), (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 933,334 shares of Common Stock and (iii) warrants (the “Common Warrants” and, together with the Shares and the Pre-Funded Warrants, the “Securities”) to purchase up to 7,330,121 shares of Common Stock.  The Securities include 30,121 Shares and Common Warrants to purchase 30,121 shares of Common Stock purchased by two directors of the Company at an offering price per Share and associated Common Warrant of $1.66. The offering price per Share and associated Common Warrant is $1.50 and the purchase price of each Pre-Funded Warrant is $1.4999.

The Pre-Funded Warrants are immediately exercisable, have an exercise price of $0.0001 per share, and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. Each Common Warrant has an exercise price of $1.50 per share, will be exercisable immediately and will expire on the fifth anniversary of the date of issuance. The Common Warrants issued to our directors have an exercise price per share of $1.53, and are otherwise identical to the Common Warrants issued to all other participants in the offering.

The offering is expected to result in gross proceeds to the Company of approximately $11 million. The net proceeds to the Company from the offering are expected to be approximately $10.05 million. The Company intends to use the net proceeds from the offering for research and development expenses, and general corporate purposes.

The Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, other obligations of the parties, and termination provisions. Additionally, each of the directors and executive officers of the Company, pursuant to lock-up agreements, agreed not to sell or transfer any of the Company securities which they hold, subject to certain exceptions, during the 60-day period following the closing of the offering.

On February 26, 2025, the Company also entered into a placement agency agreement (the “Placement Agency Agreement”) with A.G.P./Alliance Global Partners (the “Placement Agent”). Pursuant to the terms of the Placement Agency Agreement, the Placement Agent agreed to use its reasonable best efforts to arrange for the sale of the Securities. The Company will pay the Placement Agent a cash fee equal to 7.0% of the gross proceeds generated from the sale of the Shares and Pre-Funded Warrants and will reimburse the Placement Agent for certain of its expenses in an aggregate amount up to $75,000.

The Placement Agency Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Placement Agent, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties, and termination provisions.

Pursuant to the Purchase Agreement and the Placement Agency Agreement, the Company has agreed that, subject to certain exceptions, (i) it will not conduct any issuances of Common Stock for a period of 60 days following the closing of the offering and that (ii) it will not enter into a variable rate transaction for a period of 6 months following the closing of the offering.  Notwithstanding the foregoing, 60 days after the closing of the offering, the Company will be permitted to issue securities pursuant to the Amended and Restated At Market Issuance Sales Agreement by and among the Company, B. Riley Securities, Inc. and H.C. Wainwright & Co., LLC , dated as of August 13, 2024 and to enter into a sales agreement, at-the-market sales agreement or similar agreement with the Placement Agent (an “ATM”) (and file any prospectus supplement in connection with such ATM).

The offering is being made pursuant to a registration statement on Form S-3 (File No. 333-267041), which was filed by the Company with the Securities and Exchange Commission on August 24, 2022, and declared effective on September 2, 2022, as supplemented by a prospectus supplement dated February 26, 2025.

The form of Purchase Agreement, Placement Agency Agreement, form of Pre-Funded Warrant, and form of Common Warrant, are filed as Exhibits 10.1, 10.2, 4.1 and 4.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The above descriptions of the terms of the Purchase Agreement, Placement Agency Agreement, Pre-Funded Warrants, and Common Warrants are qualified in their entirety by reference to such exhibits.

The Company issued a press release announcing the offering on February 27, 2025. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

(d) Exhibits.