Corporate Finance

PDS Biotechnology prospectus registers resale of up to 13,315,823 common shares

The SEC prospectus covers shares issuable under a promissory note and warrant sold to YA II PN, LTD. in a June 15, 2026 private placement.

By Carter Hayes ·

Key takeaways

  • The prospectus covers resale of up to 13,315,823 PDS Biotechnology common shares by YA II PN, LTD.
  • The registered shares include 2,158,274 shares issuable upon warrant exercise and up to 11,157,549 shares issuable upon conversion of a promissory note.
  • PDS Biotechnology states it will not receive proceeds when the selling stockholder resells shares under the prospectus.
  • The company may receive proceeds from warrant exercises that are paid in cash, which it intends to use for general corporate purposes.

Prospectus covers shares from private placement

PDS Biotechnology Corporation’s July 21, 2026 prospectus relates to the potential resale of up to 13,315,823 common shares by YA II PN, LTD. The shares were issued or may be issued in connection with a private placement described in the filing.

The total includes 2,158,274 shares issuable upon exercise of a warrant and up to 11,157,549 shares issuable upon conversion of a promissory note. The prospectus says the selling stockholder may offer shares in public or private transactions, but it does not establish whether, when or in what amount shares will be sold.

Financing included note and warrant

Under a securities purchase agreement dated April 30, 2026, PDS Biotechnology issued a promissory note and a warrant to YA II PN, LTD. at the June 15, 2026 closing. The note has an aggregate principal amount of $6,000,000, while the warrant covers up to 2,158,274 common shares at an exercise price of $1.1824 per share, subject to adjustments.

The filing states that the private placement had a total purchase price of $5,760,000 and reflected a 4% original issue discount. The note has a maturity date on the 12-month anniversary of the closing date and bears interest at 10% per year, payable monthly beginning on the 60-day anniversary of closing.

Resale proceeds go to selling stockholder

PDS Biotechnology states that it will not receive proceeds from sales of registered shares by the selling stockholder. The selling stockholder will bear commissions and discounts tied to its sales, while the company will bear registration-related costs, expenses and fees.

The company states that it would receive proceeds from any warrant portion exercised through cash payment of the exercise price. It intends to use any such proceeds for general corporate purposes.