PRINCETON, N.J. — November 11, 2025 — Leads & Copy — PDS Biotechnology Corporation (Nasdaq: PDSB) announced it has entered into a securities purchase agreement for the purchase and sale of 5,800,000 shares of common stock (or pre-funded warrants in lieu thereof) at $0.91 per share and accompanying warrants to purchase up to 5,800,000 shares of its common stock in a registered direct offering.
The warrants will have an exercise price of $1.00 per share, exercisable six months after issuance, and will expire five years from the initial exercise date. The offering is expected to close on or about November 12, 2025, pending customary closing conditions.
Craig-Hallum is the exclusive placement agent for the offering.
The company expects initial gross proceeds of approximately $5.3 million before deducting the placement agent’s fees and other offering expenses payable by the company upon closing and up to an additional $5.8 million may be funded upon the full cash exercise of the warrants. The company intends to use the net proceeds for the continuation of its ongoing VERSATILE-003 Phase 3 clinical trial following planned discussions with the Food and Drug Administration (FDA) regarding an amendment to the trial’s protocol that would allow for an expedited approval pathway for PDS0101, other research and development expenses, and general corporate purposes.
For the three-month period ended September 30, 2025, the company had approximately $26.2 million of cash and cash equivalents, derived from the company’s internal books and records. These figures are subject to the completion of financial closing procedures, final adjustments, and other developments which may arise between now and the time the financial results for the quarter ended September 30, 2025, are finalized. Actual results may differ materially from this estimate, and all preliminary estimates are subject to change. Preliminary unaudited financial information for the company’s three-month period ended September 30, 2025, is not necessarily indicative of operating results for any future period.
The offering is being made pursuant to a shelf registration statement on Form S-3 (Registration No. 333-267041), including a base prospectus, previously filed with the Securities and Exchange Commission (SEC) on August 24, 2022, and declared effective by the SEC on September 2, 2022. The offering of the securities to be issued in the offering are being made only by means of a prospectus supplement that forms a part of the registration statement.
A final prospectus supplement and an accompanying base prospectus relating to the offering will be filed with the SEC and will be available on the SEC’s website.
The company has also agreed to amend certain existing warrants to purchase up to 5,948,334 shares of the company’s common stock previously issued to investors in February 2025, with an exercise price of $1.50 per share. Effective upon the closing of the offering, the amended warrants will have a reduced exercise price of $1.00 per share and will be exercisable beginning six months after the closing of the offering.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities, nor will there be any sale of these securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under securities laws.
PDS Biotechnology is a late-stage immunotherapy company focused on transforming how the immune system targets and kills cancers. The company has initiated a pivotal clinical trial to advance its lead program in advanced HPV16-positive head and neck squamous cell cancers. PDS Biotech’s lead investigational targeted immunotherapy PDS0101 (Versamune® HPV) is being developed in combination with a standard-of-care immune checkpoint inhibitor, and also in a triple combination including PDS01ADC, an IL-12 fused antibody-drug conjugate (ADC), and a standard-of-care immune checkpoint inhibitor. PDS01ADC is being evaluated in multiple phase 2 trials in various cancer indications in combination with standard of care.
Investor Contact:
Mike Moyer
LifeSci Advisors
Phone +1 (617) 308-4306
Email: mmoyer@lifesciadvisors.com
Media Contact:
David Schull
Russo Partners
Phone +1 (858) 717-2310
Email: david.schull@russopartnersllc.com
Source: PDS Biotechnology
