PDS Biotechnology Enters $11.55M Private Placement; Nant, AB Group Milestone

What Happened

• On September 7, 2026, PDS Biotechnology Corporation (PDSB) entered a Securities Purchase Agreement with accredited investors to sell securities in a private placement. The Initial Closing is expected on or about September 11, 2026, for aggregate gross proceeds of approximately $11,550,000.
• At the Initial Closing the company will issue Private Placement Shares (or, at a purchaser’s election, Pre‑Funded Warrants) together with Common Warrants. Expected Initial Closing amounts: ~20,875,220 Private Placement Shares, 20,009,736 Pre‑Funded Warrants and 20,442,479 Common Warrants. Share unit price is $0.2825; pre‑funded unit price is $0.28217.
• A contingent Milestone Closing will occur (no later than five business days after) if PDS files a registrational Phase 3 protocol for PDS0301 with the FDA: Nant will be obligated to buy $10,000,000 of Milestone Securities and AB Group $1,000,000 (aggregate $11,000,000) at a per‑share Milestone price of $0.22 (pre‑funded $0.21967).
• As part of the transaction, Nant will have the right (while it beneficially owns ≥15%) to designate two board members (one must be independent), and the company’s board was increased from six to eight members effective at the Initial Closing. PDS and NantWorks will also enter an Option to Negotiate giving NantWorks one year of exclusivity to negotiate an exclusive license for the PDS0101 program for $25,000.

Key Details

• Dates: Purchase Agreement executed Sept 7, 2026; Initial Closing expected on/around Sept 11, 2026. Milestone Closing triggers on submission of a registrational Phase 3 protocol for PDS0301.
• Cash and securities: ~ $11.55M initial gross proceeds; potential additional $11M at milestone ($10M Nant, $1M AB Group). Unit prices: $0.2825 (share unit), $0.28217 (pre‑funded unit). Common Warrant exercise price: $0.22; Pre‑Funded Warrant exercise price: $0.00033.
• Ownership and transfer limits: 19.9% beneficial ownership cap on purchases; Pre‑Funded Warrants subject to a 19.99% cap and limited transferability (only to affiliates). Warrants exercisable for cash or on a cashless basis if resale registration is not effective.
• Registration and restrictions: PDS must file a registration statement for resale of the Shares within 30 days after each closing and use best efforts to make it effective (60–90 days standard timelines). Lock‑up until registration is effective with customary exceptions. Liquidated damages apply for certain registration/reporting failures (1% monthly up to 5% cap per holder).

Why It Matters

• Financing and runway: The deal provides immediate capital (~$11.55M) and potential additional funding ($11M) tied to a specific development milestone (submission of a Phase 3 protocol for PDS0301), which supports near‑term operations and clinical development.
• Dilution and warrants: Investors should expect significant dilution from the issuance of shares and large numbers of warrants; warrants at $0.22 (common) and pre‑funded instruments allow future share issuance at low cash cost, affecting share count.
• Governance and strategic ties: Nant gains potential board influence (two designees while owning ≥15%) and one year exclusivity to negotiate a license for PDS0101, which are material governance and strategic provisions investors should note.
• Liquidity and resale: The company must register the securities for resale, which will enable public trading of these shares and warrants if the registration becomes effective, but registration timing and limited transfer provisions may delay resale.