PDS Biotechnology Corp Files 8-K

TL;DR

PDS Biotech filed an 8-K on Nov 11, 2025, covering material agreements and financials.

AI Summary

PDS Biotechnology Corporation filed an 8-K on November 12, 2025, reporting on the entry into a material definitive agreement, results of operations, and other events. The filing also includes financial statements and exhibits. The company was formerly known as Edge Therapeutics, Inc. before a name change on September 11, 2009.

Why It Matters

This 8-K filing provides crucial updates on the company's operational and financial status, as well as any material agreements, which are important for investors to assess the company's current standing and future prospects.

Risk Assessment

Risk Level: low — The filing is a standard 8-K reporting routine events and financial information, not indicating any immediate or significant new risks.

Key Players & Entities

• PDS Biotechnology Corporation (company) — Registrant
• Edge Therapeutics, Inc. (company) — Former Company Name
• November 11, 2025 (date) — Date of Earliest Event Reported
• November 12, 2025 (date) — Filing Date

FAQ

Key Financial Figures

• $0.00033 — ch registered Common Stock, par value $0.00033 per share PDSB The Nasdaq Capital M
• $0.91 — Stock. The offering price per Share is $0.91 and the purchase price of each Pre-Fund
• $0.9099 — ase price of each Pre-Funded Warrant is $0.9099. The closing of the offering is expecte
• $0.0001 — exercisable, have an exercise price of $0.0001 per share, and may be exercised at any
• $1.00 — Common Warrant has an exercise price of $1.00 per share, will be exercisable beginnin
• $11.1 million — s to the Company of up to approximately $11.1 million assuming the cash exercise of the Commo
• $10.4 million — are expected to be up to approximately $10.4 million. The Company intends to use the net pro
• $1.50 — of Common Stock at an exercise price of $1.50 per share, so that the amended warrants
• $100,000 — s expenses in an aggregate amount up to $100,000. Pursuant to the Purchase Agreement, t
• $26.2 million — 30, 2025, the Company had approximately $26.2 million of cash and cash equivalents. This is d

Filing Documents

• ny20058850x2_8k.htm (8-K) — 46KB
• ny20058850x2_ex4-1.htm (EX-4.1) — 94KB
• ny20058850x2_ex4-2.htm (EX-4.2) — 100KB
• ny20058850x2_ex4-3.htm (EX-4.3) — 12KB
• ny20058850x2_ex5-1.htm (EX-5.1) — 15KB
• ny20058850x2_ex10-1.htm (EX-10.1) — 205KB
• ny20058850x2_ex10-2.htm (EX-10.2) — 32KB
• ny20058850x2_ex99-1.htm (EX-99.1) — 18KB
• ny20058850x2_ex5-1image1.jpg (GRAPHIC) — 26KB
• 0001140361-25-041563.txt ( ) — 811KB
• pdsb-20251111.xsd (EX-101.SCH) — 4KB
• pdsb-20251111_lab.xml (EX-101.LAB) — 21KB
• pdsb-20251111_pre.xml (EX-101.PRE) — 16KB
• ny20058850x2_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement. On November 11, 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) 5,741,000 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 59,000 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 5,800,000 shares of Common Stock. The offering price per Share is $0.91 and the purchase price of each Pre-Funded Warrant is $0.9099. The closing of the offering is expected to occur on November 12, 2025, subject to the satisfaction of customary closing conditions. 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 $1.00 per share, will be exercisable beginning on the six month anniversary of the date of issuance and will expire on the fifth anniversary of the initial exercise date. The offering is expected to result in gross proceeds to the Company of up to approximately $11.1 million assuming the cash exercise of the Common Warrants in full. The net proceeds to the Company from the offering are expected to be up to approximately $10.4 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 obligati

02

Item 2.02 Results of Operations and Financial Condition. For the three month period ended September 30, 2025, the Company had approximately $26.2 million of cash and cash equivalents. This is derived from the Company's internal books and records and is subject to the completion of financial closing procedures, final adjustments and other developments which may arise between now and the time the financial results for the quarter ended September 30, 2025 are finalized. Therefore, actual results may differ materially from this estimate, and all of the preliminary estimates are subject to change. In addition, preliminary unaudited financial information for the Company's three month period ended September 30, 2025 is not necessarily indicative of operating results for any future period. The Company's independent registered public accounting firm has not audited, reviewed or performed any procedures with respect to this preliminary result and, accordingly, does not express an opinion or any other form of assurance about it.

01

Item 7.01 Regulation FD Disclosure. The Company issued a press release announcing the offering on November 11, 2025. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference. The information in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the " Exchange Act "), as amended, or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

01

Item 8.01 Other Events. The information set forth in the press release referred to in Item 7.01 above, other than the following paragraph, is incorporated by reference into this Item 8.01 of this Current Report on Form 8-K: "For the three month period ended September 30, 2025, the Company had approximately $26.2 million of cash and cash equivalents. This is derived from the Company's internal books and records and is subject to the completion of financial closing procedures, final adjustments and other developments which may arise between now and the time the financial results for the quarter ended September 30, 2025 are finalized. Therefore, actual results may differ materially from this estimate, and all of the preliminary estimates are subject to change. In addition, preliminary unaudited financial information for the Company's three month period ended September 30, 2025 is not necessarily indicative of operating results for any future period."

01

Item 9.01. Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Form of Pre-Funded Warrant 4.2 Form of Common Warrant 4.3 Form of Warrant Amendment 5.1 Opinion of DLA Piper LLP (US) 10.1 + Form of Securities Purchase Agreement dated November 11, 2025, by and among PDS Biotechnology Corporation and the Purchasers 10.2 Form of Lock-Up Agreement 23.1 Consent of DLA Piper LLP (US) (contained in Exhibit 5.1) 99.1 Press Release, dated November 11, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) + Pursuant to Item 601(a)(5) of Regulation S-K, schedules have been omitted and will be furnished on a supplemental basis to the Securities and Exchange Commission upon request. 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: November 12, 2025 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