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): ~~February~~March 2530, 2026

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.)

303A College Road East, Princeton, NJ 08540

(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~~Stock Market LLC

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. Yes ☐ No ☐

Item 32.~~01.~~02 ~~Notice~~Results of ~~Delisting~~Operation orand ~~Failure~~Financial ~~to Satisfy a Continued Listing Rule or Standard; Transfer of Listing~~Condition.

On ~~February~~March 2530, 2026, PDS Biotechnology Corporation (the “Company”) ~~received~~issued a ~~deficiency~~press ~~letter~~release ~~from~~announcing ~~the~~a ~~Nasdaq~~business ~~Listing~~update ~~Qualifications~~and ~~Department~~its ~~(the~~ financial ~~“Staff”)~~results ~~of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that,~~ for the ~~last~~year 30ended ~~consecutive~~December ~~business days~~31, ~~the~~2025. ~~closing~~The ~~bid price for the~~ Company’s ~~common~~is ~~stock~~furnishing ~~has~~a ~~been~~copy ~~below~~of the ~~minimum~~press ~~$1.00~~release, ~~per~~which ~~share~~is ~~required~~attached ~~for~~hereto ~~continued listing~~as onExhibit ~~The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”)~~99.1.

~~The~~In ~~Nasdaq~~accordance ~~deficiency~~with ~~letter~~General ~~has~~Instruction noB.2 ~~immediate~~of ~~effect~~Form on8-K, the ~~listing~~information set forth in this Current Report on Form 8-K (including Exhibit 99.1) is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the ~~Company’s~~Securities ~~common~~and ~~stock~~Exchange Act of 1934, ~~and~~as ~~its~~amended ~~common~~(the ~~stock~~“Exchange ~~will~~Act”), ~~continue~~or otherwise subject to ~~trade~~the onliabilities ~~The~~of the section, nor ~~Nasdaq~~ shall ~~Capital~~it ~~Market~~be deemed incorporated by reference into any filing made by the Company under the ~~symbol~~Exchange ~~“PDSB”~~Act ator ~~this~~Securities ~~time~~Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

InItem accordance with Nasdaq Listing Rule 5810(c)(3)(A) the Company has been provided a compliance period of 180 calendar days, or until August 24, 2026, in which to regain compliance with the minimum bid price requirement9.01 IfFinancial ~~the~~Statements Company evidences a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days during the 180-day compliance period, the Staff will provide the Company with written confirmation that it has regained compliance. In the event the Company does not regain compliance with the $1.00 bid price requirement by August 24, 2026, the Company may be eligible for consideration of a second 180-day compliance period if it meets the continued listing requirement for market value of publicly held shares and ~~all other initial listing standards for Nasdaq’s Capital Market, other than the minimum bid price requirement~~Exhibits. ~~In addition, the Company would also be required to notify Nasdaq of its intent to cure the minimum bid price deficiency.~~

~~If the Company does not regain compliance with the Minimum Bid Price Requirement by the end of the compliance period~~ (~~or the second compliance period, if applicable~~d), ~~the Company’s common stock will become subject to delisting~~Exhibits. In the event that the Company receives notice that its common stock is being delisted, the Nasdaq listing rules permit the Company to appeal a delisting determination by the Staff to a hearings panel.

The Company intends to monitor the closing bid price of its common stock and may, if appropriate, consider available options to regain compliance with the Minimum Bid Price Requirement, including initiating a reverse stock split. However, there can be no assurance that the Company will be able to regain compliance with the Minimum Bid Price Requirement or will otherwise be in compliance with other Nasdaq Listing Rules.

Exhibit Number		Description

99.1		Press Release dated March 30, 2026.
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~~	PDS BIOTECHNOLOGY CORPORATION
Date: March 3, 2026	By:	/s/ Frank Bedu-Addo, Ph.D.
Date: March 30, 2026		By: /s/ Frank Bedu-Addo, Ph.D.
	~~Name: Frank Bedu-Addo, Ph.D.~~	Name: Frank Bedu-Addo, Ph.D.
	~~Title: President and Chief Executive Officer~~	Title: President and Chief Executive Officer

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