PDS Biotechnology registers shares tied to YA II PN note and warrant

PDS Biotechnology Corporation filed a prospectus dated July 21, 2026 covering resale of shares tied to a private placement with YA II PN, LTD. On April 30, 2026, PDS Biotechnology Corporation entered into a Securities Purchase Agreement with YA II PN, LTD., a Cayman Islands exempt limited company, described as the Selling Stockholder.¹ On June 15, 2026, the closing date, the company issued a promissory note in an aggregate principal amount of $6,000,000 and a warrant to purchase up to 2,158,274 shares of common stock at an exercise price of $1.1824 per share.¹

The total purchase price for the note and warrant was $5,760,000, reflecting an original issue discount of 4%.¹ The note carries a twelve-month maturity from the closing date and bears interest at 10% per annum, payable monthly beginning 60 days after closing.¹ The warrant becomes exercisable six months after closing and expires 60 months after closing, subject to ownership and exchange cap limits.¹

PDS Operating Corporation, a Delaware corporation and wholly owned subsidiary of the company, signed a Guaranty Agreement in favor of the Selling Stockholder.¹ Separately, on the closing date the company also entered into a Sales Agreement with Yorkville Securities, LLC, described as an affiliate of the Selling Stockholder, and B. Riley Securities, Inc., covering an at-the-market offering program.¹ That program has an aggregate offering price of up to $50,000,000.¹

The prospectus registers 13,315,823 shares for resale, consisting of 2,158,274 shares issuable upon exercise of the warrant and up to 11,157,549 shares issuable upon conversion of the promissory note.¹ There were 55,921,806 shares outstanding as of July 2, 2026.¹ The closing price on July 20, 2026 was $0.7173 per share.¹