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): June 215, 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~~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. Yes ☐ No ☐

Item 8.01. Other Events.

AsThe ~~previously~~board ~~disclosed,~~of ondirectors ~~February~~(the ~~25,~~“Board”) ~~2026,~~of PDS Biotechnology Corporation (the “Company”) ~~received~~has ascheduled ~~deficiency~~the ~~letter~~Company’s ~~from~~2026 ~~the~~Annual ~~Nasdaq~~Meeting ~~Listing Qualifications Department~~ of ~~The~~Stockholders ~~Nasdaq~~(the ~~Stock~~“2026 ~~Market~~Annual ~~LLC (“Nasdaq~~Meeting”) ~~notifying~~for ~~the~~August ~~Company that~~10, ~~for~~2026. ~~the~~More ~~last~~detailed 30information ~~consecutive~~regarding ~~business~~the ~~days,~~2026 ~~the~~Annual ~~closing~~Meeting ~~bid~~will ~~price~~be ~~for~~set forth in the Company’s ~~common~~Definitive ~~stock~~Proxy ~~has~~Statement ~~been below the minimum $1.00 per share required for continued listing~~ on ~~The~~Schedule ~~Nasdaq~~14A ~~Capital Market pursuant~~ to ~~Nasdaq~~be ~~Listing~~filed ~~Rule~~with ~~5550(a)(2) (~~the ~~“Minimum~~Securities ~~Bid~~and Exchange ~~Price~~Commission ~~Requirement~~(“SEC”).

OnBecause ~~June~~the 2,date ~~2026,~~of the ~~Company~~2026 ~~received~~Annual ~~written~~Meeting ~~notice~~is more than 30 days from ~~Nasdaq~~the ~~informing~~anniversary date of the Company’s ~~that~~2025 itAnnual Meeting of Stockholders (the “2025 Annual Meeting”), the Company has ~~regained~~set ~~compliance~~a ~~with~~deadline of June 25, 2026 for the submission of stockholder proposals pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) for inclusion in ~~Minimum~~the ~~Bid~~Company’s ~~Price~~proxy ~~Requirement~~materials for the 2026 Annual Meeting. Proposals of stockholders must also comply with SEC rules regarding the inclusion of stockholder proposals in proxy materials and the Company may omit from its proxy materials any proposal that ~~Nasdaq~~does ~~has~~not ~~closed~~comply with the ~~matter~~SEC’s rules. Proposals should be sent to PDS Biotechnology Corporation, 303A College Road East, Princeton, New Jersey 08540, Attention: Corporate Secretary.

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 2, 2026	By:	/s/ Frank Bedu-Addo, Ph.D.
Date: June 15, 2026	By:	/s/ Frank Bedu-Addo, Ph.D.
	Name: Frank Bedu-Addo, Ph.D.
	Title: President and Chief Executive Officer

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