09/21/2026 | Press release | Distributed by Public on 09/21/2026 18:40
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FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | |||
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1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Pre-Funded Warrants | (3) | (3) | Common Stock | 22,392,896 | $0.0003 | I | Nant Capital, LLC(5) |
| Common Warrants | 09/14/2027(4) | 09/14/2028 | Common Stock | 17,699,115 | $0.22 | I | Nant Capital, LLC(5) |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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SOON-SHIONG PATRICK C/O PDS BIOTECHNOLOGY CORPORATION 303A COLLEGE ROAD EAST PRINCETON, NJ 08540 |
X | X | ||
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Nant Capital, LLC 450 DULEY ROAD EL SEGUNDO, CA 90245 |
X | |||
| /s/ Patrick Soon-Shiong | 09/21/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Charles Kenworthy, Manager of California Capital Equity and Manager of Nant Capital | 09/21/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | The reported securities are included within 35,398,230 PIPE Units (the "Units") purchased by Nant Capital, LLC ("Nant Capital") from the Issuer for a price of $0.2825 per Unit in a private placement transaction (the "Private Placement") announced on September 7, 2026, which closed on September 14, 2026. Each Unit is comprised of (i) One (1) share of the Issuer's common stock, par value $0.00033 per share ("Common Stock") or, at the election of a purchaser, a Pre-Funded Warrant to purchase one share of Common Stock (the "Pre-Funded Warrant") in lieu of such shares, and (ii) an accompanying Common Warrant to purchase one-half of one share of Common Stock (the "Common Warrant"). |
| (2) | Represents shares of Common Stock purchased directly from the Issuer by Nant Capital in connection with the Private Placement transaction. Dr. Patrick Soon-Shiong is the sole member of Nant Capital and may be deemed to beneficially own the securities held by Nant Capital, subject to any applicable California community property laws. |
| (3) | The Pre-Funded Warrants are exercisable at any time and have no expiration date. The Pre-Funded Warrants include an exercise limitation that prohibits the holder from exercising the Pre-Funded Warrants in an amount in excess of the specified ownership threshold of 19.9% of the issued and outstanding shares of Common Stock (the "Pre-Funded Warrant Blocker"). Upon 61 days' prior notice to the Issuer, the holder of the Pre-Funded Warrants may increase or decrease the Pre-Funded Warrant Blocker, provided that the Pre-Funded Warrant Blocker in no event exceeds 19.99% of the issued and outstanding shares of Common Stock. |
| (4) | The Common Warrants are exercisable at any time from the date of issuance through 5:00 p.m., New York City time, on the one-year anniversary of the date of issuance. The Common Warrants include an exercise limitation that prohibits the holder from exercising the Common Warrants in an amount in excess of the specified ownership threshold of 19.9% of the issued and outstanding shares of Common Stock (the "Common Warrant Blocker"). Upon 61 days' prior notice to the Issuer, the holder of the Common Warrants may increase or decrease the Common Warrant Blocker, provided that the Common Warrant Blocker in no event exceeds 19.99% of the issued and outstanding shares of Common Stock |
| (5) | Dr. Patrick Soon-Shiong is the sole member of Nant Capital and may be deemed to beneficially own the securities held by Nant Capital, subject to any applicable California community property laws. |