$5.3 million Upfront with up to an Additional $5.8 million of Aggregate Gross Proceeds upon the Cash Exercise in Full of Warrants (Form 8-K)

$5.3 million Upfront with up to an Additional $5.8 million of Aggregate Gross Proceeds upon the Cash Exercise in Full of Warrants

PRINCETON, N.J., Nov. 11, 2025 (GLOBE NEWSWIRE) -- PDS Biotechnology Corporation (Nasdaq: PDSB) ("PDS Biotech" or the "Company"), a late-stage immunotherapy company focused on transforming how the immune system targets and kills cancers, today announced that 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 a purchase price of $0.91 per share and accompanying warrants to purchase up to an aggregate of 5,800,000 shares of its common stock in a registered direct offering (the "Offering"). The warrants will have an exercise price of $1.00 per share, will be exercisable beginning 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, subject to the satisfaction of customary closing conditions.

Craig-Hallum is acting as the exclusive placement agent for the offering.

The initial gross proceeds to the Company from the Offering are expected to be approximately $5.3 million, before deducting the placement agent's fees and other offering expenses payable by the Company upon the closing of the Offering and up to an additional $5.8 million may be funded upon the full cash exercise of the warrants. The Company currently intends to use the net proceeds from the offering 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 accelerated approval pathway for PDS0101 and for 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. This is derived from the Company's internal books and records and is 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. Therefore, actual results may differ materially from this estimate, and all of the preliminary estimates are subject to change. In addition, 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 located at http://www.sec.gov. Electronic copies of the final prospectus supplement and accompanying base prospectus may also be obtained, when available, by contacting Craig-Hallum Capital Group LLC, Attention: Equity Capital Markets, 323 North Washington Ave., Minneapolis, MN 55401, by telephone at (612) 334-6300 or by email at [email protected]..

The Company also has agreed to amend certain existing warrants to purchase up to an aggregate of 5,948,334 shares of the Company's common stock that were previously issued to investors in February 2025, with an exercise price of $1.50 per share, effective upon the closing of the Offering, such that 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.