8-K 1 nt10013643x7_form8k.htm FORM 8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 10, 2020


PDS BIOTECHNOLOGY CORPORATION
(Exact Name of Registrant as Specified in Charter)


Delaware
001-37568
26-4231384
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)

25b Vreeland Road
Florham Park, NJ 07932
(Address of Principal Executive Offices, and Zip Code)

(800) 208-3343
Registrant’s Telephone Number, Including Area Code



(Former Name or Former Address, if Changed Since Last Report)

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 (see General Instruction A.2. below):


Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.00033 per share
PDSB
The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).
Emerging growth company
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.



Item 1.01
Entry into a Material Definitive Agreement.

On August 11, 2020, PDS Biotechnology Corporation, a Delaware corporation (the “Company”), entered into an Underwriting Agreement (the “Underwriting Agreement”) with Oppenheimer & Co. Inc., acting as the underwriter (the “Underwriter”) relating to the issuance and sale of 6,000,000 shares of the Company’s common stock, at an offering price of $2.75 per share before underwriting discounts and commissions (the “Offering”). Pursuant to the terms of the Underwriting Agreement, the Underwriter has exercised its option to purchase 900,000 shares of the Company’s common stock at the public offering price, minus underwriting discounts and commissions. Total gross proceeds to the Company from the Offering were approximately $19.0 million before deducting the underwriting discounts, commissions and other offering expenses payable by the Company. Oppenheimer & Co. Inc. acted as the sole book-running manager for the Offering. The Offering closed on August 13, 2020.

The Offering was made pursuant to the Company’s registration statement on Form S-3 (File No. 333-240011), which became effective on July 31, 2020.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report and is incorporated herein by reference. The foregoing description of the terms of the Underwriting Agreement is qualified in its entirety by the Underwriting Agreement.

Item 8.01
Other Events.

On August 10, 2020, the Company issued a press release announcing the launch of the Offering. A copy of this press release is attached as Exhibit 99.1 hereto.

On August 11, 2020, the Company issued a press release announcing the pricing of the Offering. A copy of this press release is attached as Exhibit 99.2 hereto.

On August 13, 2020, the Company issued a press release announcing the closing of the Offering. A copy of this press release is attached as Exhibit 99.3 hereto.

Neither the disclosures on this Current Report on Form 8-K nor the attached press release shall constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements, all of which are subject to risks and uncertainties. Forward-looking statements can be identified by the use of words such as “expects,” “plans,” “will,” “projects,” “intends,” “estimates,” and other words of similar meaning. Each forward-looking statement is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such statement. Readers should carefully consider any such statement and should understand that many factors could cause actual results to differ from these forward-looking statements. These factors may include inaccurate assumptions and a broad variety of other risks and uncertainties, including some that are known and some that are not. No forward-looking statement can be guaranteed, and actual future results may vary materially. Except as required by law, the Company does not assume any obligation to update any forward-looking statement.


Item 9.01
Financial Statements and Exhibits.

(d)
Exhibits.

Exhibit
Number
 
Description
 
Underwriting Agreement dated August 11, 2020.
 
Opinion of DLA Piper LLP (US).
 
Consent of DLA Piper LLP (US) (included in Exhibit 5.1).
 
Press Release dated August 10, 2020.
 
Press Release dated August 11, 2020.
 
Press Release dated August 13, 2020.


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: August 13, 2020
By:
/s/ Frank Bedu-Addo, Ph.D.

Name:
Frank Bedu-Addo, Ph.D.

Title:
President and Chief Executive Officer