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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549



FORM 8-K



CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 8, 2022
 

PDS BIOTECHNOLOGY CORPORATION
(Exact Name of Registrant as Specified in Charter)


Delaware
001-37568
26-4231384
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)

25B Vreeland Road, Suite 300, Florham Park, NJ 07932
(Address of Principal Executive Offices, and Zip Code)

(800) 208-3343
Registrant’s Telephone Number, Including Area Code


(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):



Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.00033 per share
PDSB
The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Yes ☐ No ☐



Item 2.02
Results of Operations and Financial Condition.

On August 8, 2022, PDS Biotechnology Corporation (the “Company”) issued a press release announcing the financial results for the three and six months ended June 30, 2022 and provided an update on the business of the Company. The Company is furnishing a copy of the press release, which is attached hereto as Exhibit 99.1

In accordance with General Instruction B.2 of Form 8-K, the information set forth in Item 2.02 of this Current Report on Form 8-K (including Exhibit 99.1) is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of the section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01
Financial Statements and Exhibits.

(d)
Exhibits.

Exhibit
Number

Description
 
 

Press Release Dated August 8, 2022.
104

Cover Page Interactive Data File (embedded within the Inline XBRL Document)


Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


PDS BIOTECHNOLOGY CORPORATION


Date: August 8, 2022
By:
/s/ Frank Bedu-Addo, Ph.D.

Name:
Frank Bedu-Addo, Ph.D.

Title:
President and Chief Executive Officer



EX-99.1 2 brhc10040497_ex99-1.htm EXHIBIT 99.1
Exhibit 99.1

PDS Biotech Reports Second Quarter 2022 Financial Results and Provides Business Update
 

Announced results from two of the ongoing Phase 2 clinical trials of PDS0101 in multiple, difficult-to-treat HPV16-related cancers presented at the American Society of Clinical Oncology meeting

Promising pre-clinical data on universal flu vaccine program presented at American Society of Virology meeting

Company to host conference call and webcast today at 8:00 AM EDT

FLORHAM PARK, N.J., Aug. 8, 2022 (GLOBE NEWSWIRE) -- PDS Biotechnology Corporation (Nasdaq: PDSB), a clinical-stage immunotherapy company developing a growing pipeline of targeted cancer immunotherapies and infectious disease vaccines based on the Company’s proprietary Versamune® and Infectimune™ T cell-activating technologies, will discuss its financial results for the quarter ended June 30, 2022 and provide a business update on its conference call today.

Recent Business Highlights:


Granted Fast Track Designation by U.S. Food and Drug Administration (FDA) for PDS0101 in combination with KEYTRUDA® (pembrolizumab) for the treatment of recurrent or metastatic HPV16-positive head and neck cancer.
 

Presented data from 17 evaluable patients (efficacy) enrolled in the VERSATILE-002 Phase 2 clinical trial at the American Society of Clinical Oncology (ASCO) 2022 Annual Meeting, demonstrating clinical efficacy (objective response rate [ORR] plus stable disease) in 76.5% of patients.
 

Announced acceptance of clinical trial application to expand VERSATILE-002 Phase 2 trial of PDS0101 in combination with KEYTRUDA® (pembrolizumab) into the United Kingdom.
 

Presented data from 30 patients enrolled in National Cancer Institute-led triple combination Phase 2 clinical trial of PDS0101 in advanced, refractory HPV-positive cancers at ASCO 2022:
 

o
88% of checkpoint inhibitor (CPI)-naïve patients achieving an ORR (tumor shrinkage >30%). In published studies with CPI monotherapy, ORR ranged from 13-24%.
 

o
77% of CPI refractory patients were alive at a median of 12 months.  In published studies, historical median survival rates for CPI refractory patients is 3-4 months.
 


Presented data from pre-clinical universal flu vaccine program at the American Society of Virology meeting, demonstrating the ability of PDS0202, the Company’s Infectimune™ candidate formulated with Computationally Optimized Broadly Reactive Antigens (or COBRA) influenza antigens, to neutralize multiple strains of influenza, including H1N1, and provide protection against infection with lethal challenge in animals.
 

Strengthened leadership team with addition of Spencer Brown as Senior Vice President and General Counsel, and Sanjay Zaveri as Senior Vice President, Business Development.
 
“We made tremendous progress this quarter with our lead candidate, PDS0101, across all four ongoing Phase 2 clinical trials, and also with our advancing oncology pipeline candidates PDS0102 and PDS0103,” stated Dr. Frank Bedu-Addo, President and Chief Executive Officer of PDS Biotech. “Our clinical data at this year’s ASCO meeting not only solidified our confidence in our Versamune™ platform, but also in the potential of PDS0101 to make a meaningful difference in the treatment of advanced HPV16-positive cancer patients with significant unmet needs. With these data, we are hopeful that our upcoming meetings with the FDA will clarify our regulatory path forward for PDS0101.”

Dr. Bedu-Addo further commented, “We are also encouraged by the pre-clinical data from our PDS0202 universal flu vaccine candidate which we believe has the potential to transform the global approach to protecting the population against the flu virus. We believe we are well positioned to continue our drive to deliver significant value to both patients and our shareholders.”

Second Quarter 2022 Financial Results
Net loss for the three months ended June 30, 2022 was approximately $5.8 million, or ($0.20) per basic share and diluted share, compared to a net loss of approximately $0.6 million, or ($0.03) per basic share and diluted share, for the three months ended June 30, 2021. The higher net loss reported for the three months ended June 2022 is primarily due to additional costs for expansion of the Company’s research and development, including costs associated with our ongoing clinical trials, additional general and administrative costs, and lower income tax benefit.

Research and development expenses increased to $3.8 million for the three months ended June 30, 2022 from $2.8 million for the three months ended June 30, 2021. The increase of $1.0 million in 2022 was primarily attributable to an increase of $0.4 million in clinical study and research costs, $0.7 million in personnel costs, and $0.1 million in facilities, partially offset by a decrease of $0.2 million in manufacturing services.

General and administrative expenses increased to $3.3 million for the three months ended June 30, 2022 from $2.3 million for the three months ended June 30, 2021. The increase of $1.0 million is primarily attributable to an increase of $0.8 million in personnel costs and $0.2 million in legal fees.

Total operating expenses were approximately $7.1 million for the three months ended June 30, 2022, from approximately $5.1 million for the three months ended June 30, 2021.

PDS Biotech’s cash balance as of June 30, 2022 was approximately $53.0 million.


Conference Call and Webcast
The conference call is scheduled to begin at 8:00 AM EDT today, August 8, 2022. Participants should dial 877-407-3088 (United States) or 201-389-0927 (International) and reference conference ID 13731437. To access the webcast, please use the following link. The event will be archived in the investor relations section of PDS Biotech’s website for six months.

KEYTRUDA® is a registered trademark of Merck Sharp and Dohme LLC, a subsidiary of Merck & Co., Inc., Rahway, NJ, USA.

About PDS Biotechnology
PDS Biotech is a clinical-stage immunotherapy company developing a growing pipeline of targeted cancer and infectious disease immunotherapies based on our proprietary Versamune® and Infectimune™ T cell-activating technology platforms. We believe our targeted Versamune® based candidates have the potential to overcome the limitations of current immunotherapy by inducing large quantities of high-quality, highly potent polyfunctional tumor specific CD4+ helper and CD8+ killer T cells. To date, our lead Versamune® clinical candidate, PDS0101, has demonstrated the ability to reduce tumors and stabilize disease in combination with approved and investigational therapeutics in patients with a broad range of HPV16-associated cancers in multiple Phase 2 clinical trials. Our Infectimune™ based vaccines have also demonstrated the potential to induce not only robust and durable neutralizing antibody responses, but also powerful T cell responses, including long-lasting memory T cell responses in pre-clinical studies to date. To learn more, please visit www.pdsbiotech.com or follow us on Twitter at @PDSBiotech.


Forward Looking Statements
This communication contains forward-looking statements (including within the meaning of Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the United States Securities Act of 1933, as amended) concerning PDS Biotechnology Corporation (the “Company”) and other matters. These statements may discuss goals, intentions and expectations as to future plans, trends, events, results of operations or financial condition, or otherwise, based on current beliefs of the Company’s management, as well as assumptions made by, and information currently available to, management. Forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “may,” “will,” “should,” “would,” “expect,” “anticipate,” “plan,” “likely,” “believe,” “estimate,” “project,” “intend,” “forecast,” “guidance”, “outlook” and other similar expressions among others. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties and are not guarantees of future performance. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation: the Company’s ability to protect its intellectual property rights; the Company’s anticipated capital requirements, including the Company’s anticipated cash runway and the Company’s current expectations regarding its plans for future equity financings; the Company’s dependence on additional financing to fund its operations and complete the development and commercialization of its product candidates, and the risks that raising such additional capital may restrict the Company’s operations or require the Company to relinquish rights to the Company’s technologies or product candidates; the Company’s limited operating history in the Company’s current line of business, which makes it difficult to evaluate the Company’s prospects, the Company’s business plan or the likelihood of the Company’s successful implementation of such business plan; the timing for the Company or its partners to initiate the planned clinical trials for PDS0101, PDS0203 and other Versamune® and Infectimune™ based product candidates; the future success of such trials; the successful implementation of the Company’s research and development programs and collaborations, including any collaboration studies concerning PDS0101, PDS0203 and other Versamune® and Infectimune™ based product candidates and the Company’s interpretation of the results and findings of such programs and collaborations and whether such results are sufficient to support the future success of the Company’s product candidates; the success, timing and cost of the Company’s ongoing clinical trials and anticipated clinical trials for the Company’s current product candidates, including statements regarding the timing of initiation, pace of enrollment and completion of the trials (including the Company’s ability to fully fund its disclosed clinical trials, which assumes no material changes to our currently projected expenses), futility analyses, presentations at conferences and data reported in an abstract, and receipt of interim or preliminary results (including, without limitation, any preclinical results or data), which are not necessarily indicative of the final results of the Company’s ongoing clinical trials; any Company statements about its understanding of product candidates mechanisms of action and interpretation of preclinical and early clinical results from its clinical development programs and any collaboration studies; and other factors, including legislative, regulatory, political and economic developments not within the Company’s control, including record inflation, unforeseen circumstances or other disruptions to normal business operations arising from or related to COVID-19 and the ongoing military conflict between Russia and Ukraine. The foregoing review of important factors that could cause actual events to differ from expectations should not be construed as exhaustive and should be read in conjunction with statements that are included herein and elsewhere, including the risk factors included in the Company’s annual and periodic reports filed with the SEC. The forward-looking statements are made only as of the date of this press release and, except as required by applicable law, the Company undertakes no obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

Versamune® is a registered trademark and Infectimune™ is a trademark of PDS Biotechnology.

Investor Contacts:
Deanne Randolph
PDS Biotech
Phone: +1 (908) 517-3613
drandolph@pdsbiotech.com

Rich Cockrell
CG Capital
Phone: +1 (404) 736-3838
pdsb@cg.capital


PDS BIOTECHNOLOGY CORPORATION AND SUBSIDIARY

Condensed Consolidated Balance Sheets

   
June 30, 2022
   
December 31,
2021
 
ASSETS
 
(unaudited)
       
Current assets:
           
Cash and cash equivalents
 
$
52,984,672
   
$
65,242,622
 
Prepaid expenses and other
   
2,757,910
     
1,597,569
 
Total current assets
   
55,742,582
     
66,840,191
 
                 
Property and equipment, net
   
-
     
86
 
Operating lease right-to-use asset
   
258,188
     
357,611
 
                 
Total assets
 
$
56,000,770
   
$
67,197,888
 
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
Current liabilities:
               
Accounts payable
 
$
1,877,991
   
$
1,309,403
 
Accrued expenses
   
2,302,921
     
2,187,704
 
Operating lease obligation-short term
   
335,012
     
258,924
 
Total current liabilities
   
4,515,924
     
3,756,031
 
                 
Noncurrent liability:
               
Operating lease obligation-long term
   
59,650
     
231,430
 
Total Liabilities:
 
$
4,575,574
   
$
3,987,461
 
                 
                 
STOCKHOLDERS' EQUITY
               
Common stock, $0.00033 par value, 75,000,000 shares authorized at June 30, 2022 and December 31, 2021, 28,458,688 shares and 28,448,612 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively
   
9,391
     
9,387
 
Additional paid-in capital
   
126,412,089
     
123,904,602
 
Accumulated deficit
   
(74,996,284
)
   
(60,703,562
)
Total stockholders' equity
   
51,425,196
     
63,210,427
 
                 
Total liabilities and stockholders' equity
 
$
56,000,770
   
$
67,197,888
 


PDS BIOTECHNOLOGY CORPORATION AND SUBSIDIARY

Condensed Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

   
Three Months Ended June 30,
   
Six Months Ended June 30,
 
   
2022
   
2021
   
2022
   
2021
 
Operating expenses:
                       
Research and development expenses
 
$
3,761,646
   
$
2,764,195
   
$
8,922,961
   
$
4,177,252
 
General and administrative expenses
   
3,331,006
     
2,341,828
     
6,648,913
     
3,978,044
 
Total operating expenses
   
7,092,652
     
5,106,023
     
15,571,874
     
8,155,296
 
                                 
Loss from operations
   
(7,092,652
)
   
(5,106,023
)
   
(15,571,874
)
   
(8,155,296
)
                                 
Interest income
   
74,547
     
604
     
80,247
     
1,259
 
                                 
Loss before income taxes
   
(7,018,105
)
   
(5,105,419
)
   
(15,491,627
)
   
(8,154,037
)
Benefit for income taxes
   
1,198,905
     
4,516,488
     
1,198,905
     
4,516,488
 
Net loss and comprehensive loss
   
(5,819,200
)
   
(588,931
)
   
(14,292,722
)
   
(3,637,549
)
                                 
Per share information:
                               
Net loss per share, basic and diluted
 
$
(0.20
)
 
$
(0.03
)
 
$
(0.50
)
 
$
(0.16
)
                                 
Weighted average common shares outstanding, basic, and diluted
   
28,451,579
     
23,160,371
     
28,450,104
     
22,714,581
 


PDS BIOTECHNOLOGY CORPORATION AND SUBSIDIARY

Condensed Consolidated Statements of Cash Flows

(Unaudited)

   
Six Months Ended June 30,
 
   
2022
   
2021
 
Cash flows from operating activities:
           
Net loss
 
$
(14,292,722
)
 
$
(3,637,549
)
Adjustments to reconcile net loss to net cash used in operating activities:
               
Stock-based compensation expense
   
2,477,574
     
699,219
 
Stock-based 401K company common match
   
-
     
35,747
 
Depreciation expense
   
86
     
3,133
 
Operating lease expense
   
120,514
     
120,514
 
Changes in assets and liabilities:
               
Prepaid expenses and other assets
   
(1,160,341
)
   
(687,524
)
Accounts payable
   
568,588
     
960,139
 
Accrued expenses
   
115,217
     
(265,530
)
Operating lease liabilities
   
(116,783
)
   
(84,115
)
Net cash used in operating activities
   
(12,287,867
)
   
(2,855,966
)
                 
Cash flows from financing activities:
               
Proceeds from exercise of stock options

 
29,917
     
220,603
 
Proceeds from issuances of common stock, net of issuance costs
   
-
     
48,544,998
 
Net cash provided by financing activities
   
29,917
     
48,765,601
 
                 
                 
Net (decrease) increase in cash and cash equivalents
   
(12,257,950
)
   
45,909,635
 
Cash and cash equivalents at beginning of period
   
65,242,622
     
28,839,565
 
                 
Cash and cash equivalents at end of period
 
$
52,984,672
   
$
74,749,200