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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
June 24, 2024
Date of Report (Date of earliest event reported)
PDS Biotechnology Corporation
(Exact name of registrant as specified in its charter)

Delaware
  
001-37568
  
26-4231384
(State or other jurisdiction of incorporation)
  
(Commission File Number
  
(IRS Employer Identification No.)

303A College Road East
Princeton, NJ
  
08540
(Address of Principal Executive Offices)
  
(Zip Code)

(800) 208-3343
Registrant’s telephone number, including area code

 
(Former name or former address if changed since last report,)

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 Stock Market LLC

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:

☐
Written communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4© under the Exchange Act (17 CFR 240.13e-4(c))

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


Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

PDS Biotechnology Corporation (the “Company”) held its 2024 annual meeting of stockholders on June 24, 2024 (the “Annual Meeting”). As previously disclosed, on April 18, 2024, the Board of Directors of the Company adopted, subject to stockholder approval, an amendment (the “Amendment”) to the Eighth Amended and Restated Certificate of Incorporation (the “Charter”). The stockholders voted to approve the Amendment at the Annual Meeting.  The Amendment increased the number of shares of authorized common stock from 75,000,000 to 150,000,000 shares. The Charter remains unchanged in all other respects. The foregoing description of the Amendment does not purport to be complete, and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.

Item 5.07
Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the following proposals were submitted to the stockholders of the Company:

Proposal 1:
A proposal to elect two Class C directors of the Company, Frank Bedu-Addo, Ph.D. and Otis Brawley, M.D., each to hold office until the 2027 Annual Meeting of Stockholders or until their successors shall have been duly elected and qualified.

Proposal 2:
A proposal to approve an amendment to the Eighth Amended and Restated Certificate of Incorporation.

Proposal 3:
A proposal to ratify the appointment of KPMG US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

Proposal 4:
A proposal to approve, by non-binding advisory vote, the compensation of the Company’s named executive officers.

For more information about the foregoing proposals, see the Company’s definitive proxy statement on Schedule 14A filed with the United States Securities and Exchange Commission on April 29, 2024. Of the 36,679,275 shares of the Company’s common stock entitled to vote at the Annual Meeting, 20,781,507 shares, or approximately 56.65%, were represented at the Annual Meeting in person or by proxy, constituting a quorum. The number of votes cast for, against or withheld, as well as abstentions and broker non-votes, if applicable, in respect of each such proposal is set forth below.

Proposal 1:
Election of Class C Directors.

The Company’s stockholders elected the following directors to serve as Class C directors until the 2027 Annual Meeting of Stockholders of the Company or until their successors are duly elected and qualified. The votes regarding the election of the directors were as follows:

Director
  
Votes For
  
Votes Withheld
  
Broker Non-Votes
Frank Bedu-Addo, Ph.D.
  
6,718,008
  
1,506,996
  
12,556,503
Otis Brawley, M.D.
  
6,417,459
  
1,807,545
  
12,556,503

Proposal 2:
Approval of an amendment to the Eighth Amended and Restated Certificate of Incorporation.

The Company’s stockholders voted to approve the amendment to the Eighth Amended and Restated Certificate of Incorporation. The votes regarding this proposal were as follows:

Votes For
  
Votes Against
  
Votes Abstaining
  
Broker Non-Votes
15,482,514
  
4,285,087
  
1,013,906
  
0

Proposal 3:
Ratification of Appointment KPMG US LLP.

The Company’s stockholders ratified the appointment of KPMG US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The votes regarding this proposal were as follows:

Votes For
  
Votes Against
  
Votes Abstaining
  
Broker Non-Votes
20,368,680
  
302,894
  
109,933
  
0


Proposal 4:
Approval, by non-binding advisory vote, of the compensation of the Company’s named executive officers.

The Company’s stockholders voted to approve, by non-binding advisory vote, the compensation of the Company’s named executive officers. The votes regarding this proposal were as follows:

Votes For
  
Votes Against
  
Votes Abstaining
  
Broker Non-Votes
5,739,901
  
1,825,608
  
659,495
  
12,556,503

Item 9.01
Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number
  
Description
     
 
Amendment to the Eighth Amended and Restated Certificate of Incorporation.
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: June 24, 2024
By: 
/s/ Frank Bedu-Addo, Ph.D.
   
Name: Frank Bedu-Addo, Ph.D.
   
Title: President and Chief Executive Officer


EX-10.1 2 ef20031626_ex10-1.htm EXHIBIT 10.1
Exhibit 10.1

CERTIFICATE OF AMENDMENT
TO THE
EIGHTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
PDS BIOTECHNOLOGY CORPORATION

PDS Biotechnology Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”),

DOES HEREBY CERTIFY THAT:

FIRST: The name of the Corporation is PDS Biotechnology Corporation.

SECOND: The Board of Directors of the Corporation, acting in accordance with the provisions of Sections 141 and 242 of the General Corporation Law of the State of Delaware, adopted resolutions amending its Eighth Amended and Restated Certificate of Incorporation, as amended, as follows:

Subsection (a) of ARTICLE IV – CAPITALIZATION shall be deleted in its entirety and the following shall be inserted in lieu thereof:

“(a) Authorized Shares. The total number of shares of stock which the Corporation shall have authority to issue is One Hundred Fifty Five Million (155,000,000), consisting of One Hundred Fifty Million (150,000,000) shares of Common Stock, par value $0.00033 per share (“Common Stock”), and Five Million (5,000,000) shares of Preferred Stock, par value $0.00033 per share (“Preferred Stock”). Such stock may be issued from time to time by the Corporation for such consideration as may be fixed by the board of directors of the Corporation (the “Board of Directors”). Except as otherwise provided by law, the shares of stock of the Corporation, regardless of class, may be issued by the Corporation from time to time in such amounts, for such consideration and for such corporate purposes as the Board of Directors may from time to time determine.”

THIRD: That this Certificate of Amendment was submitted to the stockholders of the Corporation for their approval and was duly adopted at an Annual Meeting of Stockholders held on June 24, 2024, in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

FOURTH: All other provisions of the Eighth Amended and Restated Certificate of Incorporation shall remain in full force and effect.

FIFTH: That this Certificate of Amendment to the Eighth Amended and Restated Certificate of Incorporation shall be effective upon filing.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment as of the 24th day of June, 2024.

 
PDS BIOTECHNOLOGY CORPORATION
   
 
By: /s/ Frank Bedu-Addo
 
Name: Frank Bedu-Addo, Ph.D.
 
Title: President and Chief Executive Officer