PDS Biotechnology Corp: 4 directors resign; 3 new directors appointed

What happened PDS Biotechnology Corp filed an 8-K reporting that on Oct 18, 2026 each of Kamil Ali-Jackson, Esq., Stephen Glover, Gregory Freitag, J.D., CPA, and Otis Brawley, M.D. notified the board of their resignations as members of the board and of each committee on which they served, effective immediately. The filing says that none of the resignations was the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices. The filing also says that on Oct 18, 2026 the board appointed Deborah A. Ramsdell, John A. Dawson CBE and Bruce Wendel as directors, effective immediately, and fixed the authorized number of directors at seven.

Key details

• Resignations: Kamil Ali-Jackson, Stephen Glover, Gregory Freitag and Otis Brawley, effective Oct 18, 2026.
• Appointments: Deborah A. Ramsdell (Class A, term until the 2027 annual meeting), John A. Dawson CBE (Class B, term until the 2029 annual meeting), Bruce Wendel (Class C, term until the 2028 annual meeting).
• Compensation and agreements: each new director received a nonqualified stock option to purchase 22,700 shares at an exercise price equal to the closing sale price on Oct 16, 2026; the option vests in three annual installments of 7,566, 7,567 and 7,567 shares, subject to continued service. Each new director entered into the Company’s standard form of indemnification agreement.
• Board actions: the board reviewed and affirmatively determined that each non-management director, including each new director, qualifies as an independent director under applicable Nasdaq listing standards; committee memberships were reconstituted and James Banaag was designated as an audit committee financial expert.

Why it may matter

• Item reported: this 8-K is filed under Item 5.02 (departure and election of directors) and Item 8.01 (other events), and the filing says the company issued a press release on Oct 20, 2026 announcing the resignations and appointments.
• The filing does not explain reasons beyond stating there were no disagreements with the Company on its operations, policies or practices. This filing does not show why the insider traded or why the company acted.