PDS Biotechnology Corporation has entered into a Securities Purchase Agreement with accredited investors to raise up to $22.55 million through a private placement. The transaction, dated September 7, 2026, consists of an initial closing and a contingent milestone closing. The company expects to sell shares of common stock, common stock purchase warrants, and pre-funded common stock purchase warrants.
The initial closing is scheduled to occur on or about September 11, 2026, subject to standard closing conditions. At this closing, the company expects to issue approximately 20.875 million shares of common stock, 20.010 million common stock purchase warrants, and 20.442 million pre-funded warrants. The aggregate gross proceeds from the initial closing are expected to be approximately $11.55 million. The purchase price per unit is determined based on the Nasdaq Official Closing Price of the common stock immediately preceding the signing of the agreement, plus a premium.
The second portion of the financing, known as the Milestone Closing, is contingent upon the company submitting a registrational Phase 3 clinical trial protocol for its PDS0301 immunocytokine to the U.S. Food and Drug Administration. If this milestone is reached, Nant Capital, LLC and AB Group Ltd. are obligated to purchase an additional $10 million and $1 million in securities, respectively.
In connection with the financing, Nant Capital, led by Dr. Patrick Soon-Shiong, will receive the right to designate two members to the company’s board of directors. One of these designees must be Dr. Soon-Shiong. The company’s board of directors has also increased its size from six to eight members to accommodate these appointments.
The company plans to use the net proceeds from the private placement to repay outstanding indebtedness and for working capital and general corporate purposes, including the continued development of its clinical programs and research and development.
