PDS Biotech Announces up to $22 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules

Rhea-AI Summary

PDS Biotechnology (PDSB), a late-stage immunotherapy company, has announced a registered direct offering priced at-the-market under Nasdaq rules. The offering includes 7,330,121 shares of common stock and warrants at a combined purchase price of $1.50 for institutional investors and $1.66 for company directors.

The deal structure includes $11 million in immediate funding upon closing, expected around February 28, 2025, with potential for an additional $11 million through warrant exercises. The warrants, exercisable at $1.50 per share, will be immediately available upon issuance with a 5-year expiration term.

The offering, managed by A.G.P./Alliance Global Partners as sole placement agent, will provide funds for research and development expenses and general corporate purposes. Both new and existing healthcare-focused institutional investors, along with company directors, are participating in this capital raise.

Positive

• Directors participating in offering above market price ($1.66 vs $1.50)
• Healthcare-focused institutional investors participating
• 5-year warrant term provides long-term funding potential

Negative

• Significant dilution with 7.33M new shares plus 7.33M potential warrant shares
• Offering price indicates weak market position
• Additional capital raise suggests cash burn concerns

Insights

Financial Analyst

PDS Biotech's $11 million registered direct offering (with potential for another $11 million through warrant exercises) represents a significant financing event for this $47 million market cap late-stage immunotherapy company. The deal structure reveals several important insights:

The pricing at $1.50 per share represents only a 2.6% discount to the current share price of $1.54 - a remarkably tight discount compared to the typical 15-20% seen in similar biotech financings. This suggests stronger-than-average investor demand, further supported by participation from both new institutional investors and company directors (who paid a premium at $1.66).

However, the offering will increase outstanding shares by approximately 24%, representing significant dilution for existing shareholders. The 7.33 million warrants at $1.50 also create a potential ceiling effect on share price appreciation in the near term.

Based on typical burn rates for late-stage oncology companies of this size, this financing likely extends PDS Biotech's cash runway by 12-18 months, providing important operational flexibility as they advance their cancer immunotherapy pipeline. The timing suggests the company may be preparing for important clinical milestones that require additional capital.

Director participation is particularly noteworthy as an insider vote of confidence, especially at a premium to the institutional price. This signals management's belief in the company's near-term prospects despite the challenging financing environment for small-cap biotechs.

$11 Million Upfront with up to an Additional $11 Million of Aggregate Gross Proceeds Upon the Cash Exercise in Full of the Warrants

PRINCETON, N.J., Feb. 27, 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 it has entered into securities purchase agreements with new and existing healthcare focused institutional investors as well as participation from certain directors of the Company, for the purchase and sale of 7,330,121 shares of its common stock (or common stock equivalents in lieu thereof) and warrants to purchase up to an aggregate of 7,330,121 shares of common stock in a registered direct offering priced at-the-market under Nasdaq rules (the "Offering") at a combined purchase price of $1.50 for the institutional investors and $1.66 for certain directors of the Company. The warrants will have an exercise price of $1.50 per share, will be immediately exercisable upon issuance and will expire 5 years from issuance. Approximately $11 million will be funded in full upon the closing of the Offering, and up to an additional $11 million may be funded upon full cash exercise of the warrants.

The closing of the Offering is expected to occur on or about February 28, 2025, subject to the satisfaction of customary closing conditions. The gross proceeds from the Offering are expected to be approximately $11 million.

A.G.P./Alliance Global Partners is acting as sole placement agent for the Offering.

The Company intends to use the net proceeds from the Offering for research and development expenses and general corporate purposes.

The Offering is being made pursuant to an effective shelf registration statement on Form S-3 (File No. 333- 267041) which was declared effective by the Securities and Exchange Commission (the "SEC") on September 2, 2022. The offering is made only by means of a prospectus which is part of the effective registration statement. A final prospectus supplement and the accompanying prospectus relating to the registered direct offering will be filed with the SEC and will be available on the SEC's website located at http://www.sec.gov. Additionally, when available, electronic copies of the final prospectus supplement and the accompanying prospectus may be obtained, when available, from A.G.P./Alliance Global Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022, or by telephone at (212) 624-2060, or by email at prospectus@allianceg.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About PDS Biotechnology

PDS Biotechnology is a late-stage immunotherapy company focused on transforming how the immune system targets and kills cancers. The Company plans to initiate a pivotal clinical trial to advance its lead program in advanced HPV16-positive head and neck squamous cell cancers. PDS Biotech’s lead investigational targeted immunotherapy Versamune^® HPV is being developed in combination with a standard-of-care immune checkpoint inhibitor, and also in a triple combination including PDS01ADC, an IL-12 fused antibody drug conjugate (ADC), and a standard-of-care immune checkpoint inhibitor.

For more information, please visit www.pdsbiotech.com

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 Versamune^® HPV, PDS01ADC and other Versamune^® 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 Versamune^® HPV, PDS01ADC and other Versamune^® 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 the Company’s 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; the Company’s ability to continue as a going concern; and other factors, including legislative, regulatory, political and economic developments not within the Company’s control. 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 other risks, uncertainties, and other factors described under “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in the documents we file with the U.S. Securities and Exchange Commission. 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 of PDS Biotechnology Corporation.

Investor Contact:
Mike Moyer
LifeSci Advisors
Phone +1 (617) 308-4306
Email: mmoyer@lifesciadvisors.com

Media Contact:
Janine McCargo
6 Degrees
Phone +1 (646) 528-4034
Email: jmccargo@6degreespr.com

FAQ

What is the total potential value of PDS Biotech's (PDSB) February 2025 offering?

The offering's total potential value is $22 million, with $11 million upfront and potential for additional $11 million through warrant exercises.

What is the warrant exercise price for PDSB's 2025 registered direct offering?

The warrants have an exercise price of $1.50 per share with a 5-year expiration term.

How many shares are being offered in PDSB's February 2025 financing?

The offering includes 7,330,121 shares of common stock and warrants to purchase up to 7,330,121 additional shares.

What is the purchase price for PDSB's February 2025 offering?

The combined purchase price is $1.50 for institutional investors and $1.66 for company directors.

How will PDSB use the proceeds from its February 2025 offering?

The proceeds will be used for research and development expenses and general corporate purposes.