PDS Biotechnology Announces Private Placement, Board Additions & Note Redemption

What Happened

• PDS Biotechnology Corporation (PDSB) filed an 8‑K reporting several corporate developments on September 14, 2026. The company completed the initial closing of a previously announced private placement, raising gross proceeds of approximately $11.3 million. At the same time PDSB redeemed in full the Yorkville promissory note by paying about $4.6 million, and the Board added two Nant‑designated directors: Dr. Patrick Soon‑Shiong and James Banaag (appointments made September 12, 2026 and effective at the Initial Closing on September 14, 2026).

Key Details

• Private placement initial closing (Sept 14, 2026): gross proceeds ≈ $11.3 million; issued 16,502,870 shares of common stock, pre‑funded warrants to purchase up to 23,498,156 shares, and common warrants to purchase up to 20,000,514 shares.
• Nant transaction at Initial Closing: Nant purchased 13,005,334 common shares, 22,392,896 pre‑funded warrants and 17,699,115 common warrants for ≈ $10.0 million; Nant is also committed to purchase additional securities for $10.0 million upon a defined Milestone Event.
• Debt redemption: the Yorkville Note (original principal $6.0M; 10% annual interest; maturity June 15, 2027) was paid in full on Sept 14, 2026 for ~ $4.6M (outstanding principal plus accrued interest); no early‑termination penalty was payable.
• Board changes and governance: Dr. Soon‑Shiong was appointed a Class C director (term to 2027 annual meeting) and James Banaag a Class A director (term to 2028 annual meeting). Both are Nant designees; the Board waived Nasdaq‑style independence requirements for these designees. The company entered into standard indemnification agreements with both appointees; no initial equity grants were issued.

Why It Matters

• Capital and liquidity: the private placement provides immediate cash (~$11.3M) to the company, while the Yorkville note redemption eliminates an outstanding debt obligation that would have matured in mid‑2027.
• Governance and control: the appointments of two Nant‑designated directors (and Nant’s sizable purchase and additional funding obligation) increase Nant’s influence on the Board and could affect future strategic decisions; the Board waived the usual independence requirement for the new designees.
• Investor considerations: shareholders should note both the strengthened cash position and the change in Board composition and ownership dynamics. The filing includes a company press release dated Sept 14, 2026 summarizing these items.