On September 8, 2026 PDS Biotechnology Corporation (Nasdaq: PDSB) ("PDS Biotech" or the "Company"), a clinical-stage biotechnology company focused on developing targeted immunotherapies for cancer, reported it has raised up to $22.55 million in equity funding in a Private Investment in Public Equity ("PIPE") transaction. The round was led by Nant Capital, LLC ("Nant") with additional participation by current investors. In connection with the PIPE, Nant will have the right to designate two members to join the Company’s board of directors, one of whom will be Dr. Patrick Soon-Shiong, M.D., for so long as it beneficially owns 15% or more of the Company’s outstanding common stock. The PIPE consists of an initial closing (the "Initial Closing") and a contingent milestone closing (the "Milestone Closing"), each as described below.

The Company expects that the PIPE will advance PDS0301 (also referred to as PDS01ADC or NHS-IL12) into late-stage clinical development, based on recent promising interim Phase 2 clinical trial data in microsatellite stable (MSS) and mismatch repair-proficient (pMMR) metastatic colorectal cancer (mCRC), types of colorectal cancer that have not responded well to treatment with immunotherapy. Patients with MSS and pMMR mCRC with liver metastases historically have dire treatment outcomes, with median overall survival of less than 12 months.* In a National Cancer Institute (NCI) led Phase 2 trial, the addition of PDS0301 to standard of care therapy in 22 patients was well tolerated, and demonstrated deep and long-lasting tumor shrinkage and survival, with 80% of patients surviving for at least 24 months.

At the Initial Closing, the Company plans to sell (i) shares of the Company’s common stock (the "Private Placement Shares") or, at the election of an investor, pre-funded warrants in lieu of such shares ("Pre-Funded Warrants"), and (ii) accompanying common stock purchase warrants ("Common Warrants"). Each unit consisting of one Private Placement Share and a Common Warrant to purchase one-half of one Private Placement Share ("Common Warrants") will be sold for $0.2825 (the "Share Unit Purchase Price"), and each unit consisting of one Pre-Funded Warrant to purchase one share of Common Stock and a Common Warrant to purchase one-half of one share of Common Stock will be sold for $0.28217 (the "Pre-Funded Unit Purchase Price"). The aggregate gross proceeds and the aggregate number of Private Placement Shares, Pre-Funded Warrants and Common Warrants to be issued at the Initial Closing are expected to be approximately $11,550,000, and 20,875,220, 20,009,736 and 20,442,479, respectively. At the Milestone Closing, which will be triggered by the Company’s submission of a registrational Phase 3 clinical trial protocol for PDS0301 designed in collaboration with Nant to the FDA, Nant and AB Group Ltd. will be obligated to purchase and the Company will be obligated to issue to each of Nant and AB Group Ltd., shares of common stock or Pre-Funded Warrants in lieu thereof for an aggregate purchase price of $10,000,000 and $1,000,000, respectively, subject to the satisfaction or waiver of the applicable closing conditions. The Initial Closing is expected to occur on or about September 11, 2026, subject to the satisfaction or waiver of the applicable closing conditions. The number of securities purchased by any investor will be subject to a 19.9% beneficial ownership limitation.

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In addition to the PIPE transaction and for additional consideration, the Company will grant NantWorks, LLC, an affiliate of Nant a one-year exclusive right to negotiate an exclusive license to PDS0101, the Company’s novel investigational human papilloma virus targeted immunotherapy that stimulates a potent targeted T cell attack against HPV-positive cancers. The option has a term of one year.

"We believe that the ongoing trials of PDS0301 at the NCI strongly suggest that PDS0301 has the potential to advance the treatment of solid tumors with immunotherapy. We are extremely pleased that Dr. Soon-Shiong and NantWorks share our belief in the promise of our immunotherapy platforms," said Dr. Frank Bedu-Addo, founder and CEO of PDS Biotechnology. "Dr. Soon-Shiong is a highly accomplished physician scientist, biotechnology entrepreneur and investor who has developed successful cancer therapies including an FDA approved immunocytokine. We are honored to welcome Dr. Soon-Shiong as an investor and as a future board member."

Dr. Soon-Shiong stated "PDS Biotechnology is developing promising novel cancer vaccines and immunocytokines that have demonstrated the potential to harness the power of the immune system to transform cancer care. This is an area of significant interest for me, and I am pleased to be able to help advance these therapies that are aimed at addressing difficult-to-treat cancers".

The Company intends 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, research and development, and general and administrative expenses.

The securities to be sold in the PIPE have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state or other applicable jurisdiction’s securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state or other jurisdictions’ securities laws. Concurrently with the execution of the securities purchase agreement, the Company and the investors entered into a registration rights agreement pursuant to which the Company has agreed to file a registration statement with the U.S. Securities and Exchange Commission (the "SEC") registering the resale of the Private Placement Shares and shares of the Company’s common stock underlying the Pre-Funded Warrants and Common Warrants (together, the "Warrant Shares") sold in the PIPE. Any offering of the Private Placement Shares and Warrant Shares under the resale registration statement will only be made by means of a prospectus.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy the Company’s securities, nor shall there be any offer, solicitation, or sale of the Company’s securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

The private placement is being conducted in accordance with applicable Nasdaq rules and was priced to satisfy the "Minimum Price" requirement (as defined in the Nasdaq rules).

(Press release, PDS Biotechnology, SEP 8, 2026, View Source [SID1234670628])