424B5 1 ny20071147x3_424b5.htm 424B5

Filed Pursuant to Rule 424(b)(5)

Registration Statement No. 333-289942

PROSPECTUS SUPPLEMENT

(To prospectus dated April 28, 2026)

Up to $50,000,000

Common Stock

We have entered into the sales agreement (the “Sales Agreement”) with Yorkville Securities, LLC (“Yorkville Securities”) and B. Riley Securities, Inc. (“B. Riley Securities”; each of Yorkville Securities and B. Riley Securities individually an “Agent” and collectively, the “Agents”) on June 15, 2026, relating to shares of our common stock offered by this prospectus supplement and the accompanying base prospectus. In accordance with the terms of the Sales Agreement, we may offer and sell from time to time through or to the Agents, as sales agents or principals, shares of our common stock having an aggregate offering price of up to $50,000,000.

Our common stock is listed on The Nasdaq Capital Market under the symbol “PDSB.” The last reported sale price of our common stock on The Nasdaq Capital Market (“Nasdaq”) on June 12, 2026 was $1.05 per share.

We are a “smaller reporting company,” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, and, as such, have elected to comply with certain reduced public company reporting requirements.

Sales of our common stock, if any, under this prospectus supplement and the accompanying base prospectus will be made through a sale that is deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”). The Agents are not required to sell any specific amount of our common stock but will act as our sales agents and use commercially reasonable efforts to sell on our behalf all of the shares of common stock requested to be sold by us, consistent with their normal sales and trading practices, on mutually agreed terms between the Agents and us. There is no arrangement for funds to be received in an escrow, trust or similar arrangement.

The Agents will receive from us a commission of 3.0% of the gross proceeds of any shares of common stock sold under the Sales Agreement. In connection with the sale of our common stock on our behalf, each Agent will be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation of the Agents will be deemed to be underwriting discounts or commissions. We have agreed to provide indemnification and contribution to the Agents with respect to certain liabilities, including liabilities under the Securities Act.

Investing in our common stock involves risks. You should carefully consider all of the information set forth in this prospectus supplement and the accompanying base prospectus, and in the reports we file with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, incorporated by reference in this prospectus supplement before deciding to invest in our common stock. Please see “Risk Factors” beginning on page S-8 and in the documents incorporated by reference into this prospectus supplement to read about factors you should consider before buying our common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.


Yorkville Securities			B. Riley Securities

The date of this prospectus supplement is June 15, 2026.


			Page
ABOUT THIS PROSPECTUS SUPPLEMENT			S-1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			S-2
PROSPECTUS SUMMARY			S-4
RISK FACTORS			S-8
USE OF PROCEEDS			S-11
DIVIDEND POLICY			S-12
DILUTION			S-13
PLAN OF DISTRIBUTION (CONFLICT OF INTEREST)			S-14
LEGAL MATTERS			S-16
EXPERTS			S-16
WHERE YOU CAN FIND MORE INFORMATION			S-16
INFORMATION INCORPORATED BY REFERENCE			S-17


			Page
ABOUT THIS PROSPECTUS			1
PDS BIOTECHNOLOGY CORPORATION			2
RISK FACTORS			3
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			4
USE OF PROCEEDS			6
DIVIDEND POLICY			7
THE SECURITIES THAT WE MAY OFFER			8
DESCRIPTION OF SECURITIES			9
DESCRIPTION OF COMMON STOCK			9
DESCRIPTION OF PREFERRED STOCK			10
DESCRIPTION OF DEBT SECURITIES			11
DESCRIPTION OF WARRANTS			18
DESCRIPTION OF UNITS			19
DESCRIPTION OF RIGHTS			19
PLAN OF DISTRIBUTION			21
LEGAL MATTERS			23
EXPERTS			23
WHERE YOU CAN FIND MORE INFORMATION			23
INFORMATION INCORPORATED BY REFERENCE			24


Assumed public offering price per share of our common stock		$1.14
Historical net tangible book value per share as of March 31, 2026	$0.07
Increase in as adjusted net tangible book value per share of our common stock attributable to this offering	$0.45
As adjusted net tangible book value per share of our common stock as of June 1, 2026, after giving effect to this offering		$0.52
Dilution in net tangible book value per share to investors purchasing shares of our common stock in this offering		$0.62

SEC Form 424B5 filed by PDS Biotechnology Corporation