Director: The simultaneous resignation of four directors (including the majority of the board) and immediate replacement is a significant governance event, but it is not a departure of a senior executive officer like a CEO or CFO.

Other Events. On September 14, 2026, the Company completed the initial closing (the “ Initial Closing ”) of the previously announced private placement offering pursuant to the Purchase Agreement. At the Initial Closing, the Company received gross proceeds of approximately $11.3 million. In connection with the Initial Closing, the Company issued an aggregate of (i) 16,502,870 shares of common stock, (ii) pre-funded warrants to purchase up to 23,498,156 shares of common stock, and (iii) common…

Director — Dr. Patrick Soon-Shiong: The filing discloses the appointment of two new directors to fill vacancies created by a board expansion, which is a standard governance event rather than a departure of a sitting executive.

Termination of a Material Definitive Agreement. On September 14, 2026, PDS Biotechnology Corporation (the “ Company ”) redeemed in full that certain Promissory Note, dated as of June 15, 2026, as amended by that certain First Amendment to Promissory Note, dated as of August 31, 2026 (as amended, the “ Yorkville Note ”), issued by the Company in favor of YA II PN, Ltd. (“ Yorkville ”), by paying Yorkville an aggregate redemption amount of approximately $4.6 million, representing all outstandin…

Regulation FD Disclosure. On September 14, 2026, the Company issued a press release regarding the initial closing of its previously announced private placement for gross proceeds of approximately $11.3 million and the appointments of Dr. Soon-Shiong and Mr. James Banaag to the Board. The press release is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference. The information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” fo…

Regulation FD Disclosure. On September 8, 2026, the Company issued a press release announcing the signing of the Purchase Agreement with the Purchasers. A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference. The information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by r…

Entry Into a Material Definitive Agreement. On September 7, 2026, PDS Biotechnology Corporation, a Delaware corporation (the “ Company ”), entered into a Securities Purchase Agreement (the “ Purchase Agreement ”) with certain accredited investors (each, a “ Purchaser ” and collectively, the “ Purchasers ”), pursuant to which the Company agreed to issue and sell to the Purchasers, and the Purchasers agreed to purchase from the Company, shares of the Company’s common stock, par value $0.00033 p…

The maximum number of shares of Common Stock issuable pursuant to the Private Placement, including upon exercise of the Common Warrants and the Pre-Funded Warrants (without giving effect to the beneficial ownership limitation), is 111,327,435 shares. The Private Placement Shares, the Common Warrants, the Pre-Funded Warrants, the Milestone Securities, and the shares of common stock underlying the Common Warrants and the Pre-Funded Warrants (collectively, the “ Securities ”) were, and will be,…

Entry into a Material Definitive Agreement. On August 31, 2026, PDS Biotechnology Corporation, a Delaware corporation (the “Company”), entered into a First Amendment to Promissory Note (the “Amendment”) with YA II PN, Ltd. (the “Holder”), which amends that certain Promissory Note made by the Company in favor of the Holder, issued as of June 15, 2026, in the original principal amount of $6,000,000 (the “Note”). The Amendment made the following modifications to the Note: (i) Section 1(f) of the…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in

COO — Stephan Toutain: The Chief Operating Officer was terminated without cause, representing a sudden loss of a senior executive.

Costs Associated with Exit or Disposal Activities. On August 6, 2026, the Board of Directors of PDS Biotechnology Corporation (the “Company”) approved a reduction in force as part of the Company’s efforts to align operating expenses with its strategic priorities and strategic focus on the advancement of PDS0301. The Company commenced implementation of the reduction in force and notified affected employees on August 21, 2026. The reduction in force is expected to affect approximately 36% of th…

CFO — Lars Boesgaard: The CFO resigned to pursue other opportunities, resulting in the loss of a senior executive, with only interim appointments made to cover the roles.

Results of Operation and Financial Condition. On August 13, 2026, PDS Biotechnology Corporation (the “Company”) issued a press release announcing a business update and its financial results for the quarter ended June 30, 2026. The Company is furnishing a copy of the press release, which is attached hereto as Exhibit 99.1. In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Current Report on Form 8-K (including Exhibit 99.1) is deemed to be “furnished” and…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On July 30, 2026, PDS Biotechnology Corporation (the “Company”) received a deficiency letter from the Nasdaq Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for the last 30 consecutive business days, the closing bid price for the Company’s common stock has been below the minimum $1.00 per share required for continued listing…

below. The Purchase Agreement contains customary representations, warranties and covenants by the Company and customary indemnification obligations of the Company, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”), and restrictive covenants relating to indebtedness, liens and variable rate transactions, each as more fully described in the Prior 8-K. Promissory Note The Promissory Note was issued on the Closing Date with an aggregate face value of $6…

Creation of A Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The disclosure required by this

Entry into a Material Definitive Agreement. Closing of the Securities Purchase Agreement Transactions As previously disclosed in the Current Report on Form 8-K filed by PDS Biotechnology Corporation (the “Company”) with the Securities and Exchange Commission (the “SEC”) on May 1, 2026 (the “Prior 8-K”), on April 30, 2026 (the “Effective Date”), the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with YA II PN, LTD., a Cayman Islands exempt limited company (the…

relating to the issuance of the Promissory Note and the Warrant is included in

Material Modification to Rights of Security Holders. The disclosure required by this

Results of Operation and Financial Condition. On May 13, 2026, PDS Biotechnology Corporation (the “Company”) issued a press release announcing a business update and its financial results for the quarter ended March 31, 2026. The Company is furnishing a copy of the press release, which is attached hereto as Exhibit 99.1. In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Current Report on Form 8-K (including Exhibit 99.1) is deemed to be “furnished” and s…

related to the issuance of the Promissory Note and Warrant is included in

Termination of a Material Definitive Agreement. On the Effective Date, the Company delivered a redemption notice (each, a “ Redemption Notice ”) pursuant to which it irrevocably elected to prepay all of the outstanding principal amount under each of the Senior Secured Convertible Debentures (the “ Debentures ”), issued pursuant to that certain Securities Purchase Agreement by and among the Company, each of the buyers that are parties thereto and JGB Collateral LLC, a Delaware limited liabilit…

Creation of A Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The disclosure required by this item is included in

Entry into a Material Definitive Agreement. Securities Purchase Agreement On April 30, 2026 (the “ Effective Date ”), PDS Biotechnology Corporation, a Delaware corporation (the “ Company ”), entered into a Securities Purchase Agreement (the “ Purchase Agreement ”) with YA II PN, LTD., a Cayman Islands exempt limited company (the “ Investor ”). Pursuant to the Purchase Agreement, the Company agreed to issue and sell to the Investor and the Investor agreed to purchase from the Company (i) a pro…