PDS Biotech Announces Initial Closing of up to $22.3 Million PIPE Financing and the Appointment of Dr. Patrick Soon-Shiong to Its Board of Directors (Form 8-K)

PDS Biotech Announces Initial Closing of up to $22.3 Million PIPE Financing and the Appointment of Dr. Patrick Soon-Shiong to Its Board of Directors

Gross Proceeds of $11.3 Million at Initial Closing

Transaction Led by Dr. Patrick Soon-Shiong, Founder of NantWorks

Princeton, NJ, September 14, 2026 -- PDS Biotechnology Corporation (Nasdaq: PDSB) ("PDS Biotech" or the "Company"), a clinical-stage biotechnology company focused on developing targeted immunotherapies for cancer, today announced the initial closing (the "Initial Closing") of the Company's Private Investment in Public Equity ("PIPE") transaction. The round was led by Nant Capital, LLC ("Nant") with additional participation by current investors. The PIPE also consists of a contingent milestone closing (the "Milestone Closing") as described below.

At the Initial Closing, the Company sold (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") was issued 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 was issued 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 issued as part of the Initial Closing were approximately $11.3 million, and 16,502,870, 23,498,156 and 20,000,514, respectively.

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 Company also 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 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 number of securities purchased by any investor will be subject to a 19.9% beneficial ownership limitation.

In addition to the PIPE transaction, and for additional consideration, the Company granted 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.

Effective as of the Initial Closing, Dr. Soon-Shiong and Mr. James Banaag, who currently serves the as chief financial officer of NantBio, Inc., will join the Company's board of directors.

Dr. Soon-Shiong commented "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 join the board of directors and to be able to contribute towards the advancement of these therapies that are aimed at addressing difficult-to-treat cancers".

Dr. Frank Bedu-Addo, founder and CEO of PDS Biotechnology stated, "We believe that the ongoing clinical trials of our IL-12 immunocytokine PDS0301 at the NCI strongly suggest that PDS0301 has the potential to advance the treatment of solid tumors with immunotherapy. We also believe that clinical trials of our cancer vaccine platform demonstrate the potential to advance the field of targeted T cell immunotherapy. We are extremely pleased that Dr. Soon-Shiong and NantWorks share our belief in the promise of our immunotherapy platforms. 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 to the company's board of directors."

Dr. Soon-Shiong, is an internationally recognized physician, surgeon, scientist, and philanthropist who is the author of over 100 peer-reviewed scientific publications and over 500 patents issued worldwide. Dr. Soon-Shiong is the Executive Chairman of ImmunityBio (NASDAQ: IBRX), a company he founded in 2014. He also serves as Chairman of NantHealth (NASDAQ:NH), a transformational healthcare company converging biomolecular medicine and bioinformatics to simplify healthcare. He is also the Chairman and CEO of the Chan Soon-Shiong Institute of Molecular Medicine, a non-profit medical research organization. Dr. Soon-Shiong is also the Owner and Executive Chairman of the Los Angeles Times.

Dr. Soon-Shiong has founded and led global pharmaceutical companies, including American Pharmaceutical Partners, Abraxis BioScience and ImmunityBio. At Abraxis he developed Abraxane, which became the first protein nanoparticle drug for breast, lung, and pancreatic cancers. The drug achieved blockbuster status with annual sales exceeding a billion dollars. Dr. Soon-Shiong's contribution to the advancement of the oncology field has been honored with the Distinguished Medical Science award by the Smithsonian National Museum of American History where Abraxane is now permanently housed. He has also been honored by the Vatican with the Pontifical Key Visionary Award.

Dr. Soon-Shiong received his medical degree at the University of Witwatersrand, Johannesburg, South Africa and continued his training in surgery at the University of California Los Angeles where he performed the first West Coast pancreas transplant and the world's first encapsulated islet cell transplant. He is a practicing surgeon and an adjunct Professor of Surgery at UCLA and a visiting Professor at the Imperial College of London.

Born and raised during the apartheid era in South Africa, Dr. Soon-Shiong has lived in Los Angeles since 1980 and is a citizen of the United States.

The securities 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.