PDS Biotechnology Files 8-K with Corporate Updates

TL;DR

PDS Biotech filed an 8-K on 6/24 detailing corporate changes and financial info.

AI Summary

PDS Biotechnology Corporation filed an 8-K on June 24, 2024, reporting on several items including amendments to its articles of incorporation or bylaws, submission of matters to a vote of security holders, and financial statements and exhibits. The company, formerly known as Edge Therapeutics, Inc., is incorporated in Delaware and headquartered in Princeton, NJ.

Why It Matters

This filing indicates significant corporate actions and disclosures by PDS Biotechnology, which could impact investors' understanding of the company's governance and financial status.

Risk Assessment

Risk Level: low — The filing is a routine corporate disclosure and does not appear to contain immediate negative news.

Key Numbers

• 1231 — Fiscal Year End (Indicates the end of the company's financial reporting year.)

Key Players & Entities

• PDS Biotechnology Corporation (company) — Registrant
• Edge Therapeutics, Inc. (company) — Former company name
• Delaware (jurisdiction) — State of incorporation
• Princeton, NJ (location) — Principal Executive Offices
• 001-37568 (identifier) — SEC File Number
• 26-4231384 (identifier) — IRS Employer Identification No.

FAQ

Key Financial Figures

• $0.00033 — h registered: Common Stock, par value $0.00033 per share PDSB The Nasdaq Stock Mar

Filing Documents

• ef20031626_8k.htm (8-K) — 52KB
• ef20031626_ex10-1.htm (EX-10.1) — 8KB
• 0001140361-24-031090.txt ( ) — 200KB
• pdsb-20240624.xsd (EX-101.SCH) — 4KB
• pdsb-20240624_lab.xml (EX-101.LAB) — 22KB
• pdsb-20240624_pre.xml (EX-101.PRE) — 16KB
• ef20031626_8k_htm.xml (XML) — 4KB

03

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. 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.

07

Item 5.07 Submission of Matters to a Vote of Security Holders. At the Annual Meeting, the following proposals were submitted to the stockholders of the Company: Proposal 1: A proposal to elect two Class C directors of the Company, Frank Bedu-Addo, Ph.D. and Otis Brawley, M.D., each to hold office until the 2027 Annual Meeting of Stockholders or until their successors shall have been duly elected and qualified. Proposal 2: A proposal to approve an amendment to the Eighth Amended and Restated Certificate of Incorporation. Proposal 3: A proposal to ratify the appointment of KPMG US LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024. Proposal 4: A proposal to approve, by non-binding advisory vote, the compensation of the Company's named executive officers. 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. Proposal 1: Election of Class C Directors. 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: Director Votes For Votes Withheld Broker Non-Votes Frank Bedu-Addo, Ph.D. 6,718,008 1,506,996 12,556,503 Otis Brawley, M.D. 6,417,459 1,807,545 12,556,503 Proposal 2: Approval of an amendment to the Eighth Amended and Restated Certificate o

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1 Amendment to the Eighth Amended and Restated Certificate of Incorporation. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 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: June 24, 2024 By: /s/ Frank Bedu-Addo, Ph.D. Name: Frank Bedu-Addo, Ph.D. Title: President and Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR