PDS Biotechnology Corp 8-K

What Happened

• PDS Biotechnology Corporation (PDSB) announced on April 30, 2026 that it entered a Securities Purchase Agreement with YA II PN, Ltd. to issue a $6,000,000 promissory note and a warrant to buy up to 2,158,274 shares of common stock. The transactions are expected to close on or around June 12, 2026, subject to customary closing conditions.
• Concurrent actions include a guaranty by PDS Operating Corporation, a new at-the-market (ATM) Sales Agreement with Yorkville Securities (to sell shares under the Company’s Form S-3), and the Company’s election to redeem in cash all outstanding senior secured convertible debentures on the Company Redemption Date (June 12, 2026) at 103% of principal plus accrued interest.

Key Details

• Promissory Note: $6,000,000 face amount issued for $5,760,000; 12‑month maturity; 10% annual interest; monthly payments starting 60 days after closing; callable by the Company without penalty.
• Warrant: exercisable for up to 2,158,274 shares at $1.1824 per share, exercisable starting six months after closing for five years; cashless exercise option if no effective registration statement.
• Conversion & ownership limits: investor conversion/exercise restricted so it cannot beneficially own >4.99% post‑transaction and aggregate issuance limited to 19.99% of outstanding shares as of the Effective Date without stockholder approval (Nasdaq Rule 5635(d)).
• ATM Sales Agreement: Yorkville will act as agent for at‑the‑market sales under the Company’s Form S‑3 (S‑3 declared effective April 28, 2026); agent fee is 3% of gross proceeds. Prior sales agreement with B. Riley/H.C. Wainwright was terminated effective May 1, 2026.
• Debenture redemption: Company issued redemption notices to prepay all senior secured convertible debentures for cash at 103% of outstanding principal on June 12, 2026 plus accrued interest and other amounts.

Why It Matters

• Liquidity and balance‑sheet impact: The YA II financing would provide near‑term cash proceeds (~$5.76M) and removes the Company’s prior secured convertible debentures (subject to payment of the redemption amount), changing the Company’s debt profile and future cash obligations.
• Dilution risk: The financing includes a conversion feature and a sizable warrant (2.16M shares) that could dilute existing shareholders if the note is converted or the warrant is exercised; however, contractual caps limit immediate beneficial ownership by the investor to 4.99% and overall issuance to 19.99% without shareholder approval.
• Additional capital pathway: The Yorkville ATM provides a flexible way to raise more equity over time (3% commission), which may be used to repay debt or fund operations; sales under the ATM will be subject to market conditions and could cause further dilution.
• Conditions and controls: Closing is subject to several conditions (including Nasdaq listing continuity and repayment/termination of existing indebtedness) and the agreements restrict the Company’s ability to incur new debt or enter variable‑rate conversion transactions while the note remains outstanding.