{"filing":{"accession_number":"0001140361-26-035853","cik":"0001472091","ticker":"PDSB","company_name":"PDS Biotechnology Corp","form":"8-K","filing_date":"2026-09-08","report_date":"2026-09-07","primary_document":"ef20081705_8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1472091/000114036126035853/ef20081705_8k.htm"},"events":[{"id":31846,"run_id":29244,"accession_number":"0001140361-26-035853","anchor_item_number":"1.01","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.93,"summary":"PDS Biotechnology entered into a Securities Purchase Agreement for an unregistered private placement (PIPE) raising up to $22.55 million through the issuance of common stock, pre-funded warrants, and common warrants to accredited investors led by Nant Capital. The Initial Closing involves approximately $11.55 million in gross proceeds with ~20.9 million common shares and ~20 million pre-funded warrants, with a contingent Milestone Closing of up to $11 million more, subject to Section 4(a)(2) and Regulation D exemptions.","company_name":"PDS Biotechnology Corp","ticker":"PDSB","filing_date":"2026-09-08","form":"8-K","submitted_at":null,"items":[{"id":34860,"accession_number":"0001140361-26-035853","item_number":"1.01","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"PDS Biotech entered into a Securities Purchase Agreement for an unregistered private placement (PIPE) involving the issuance of common stock, pre-funded warrants, and common warrants to accredited investors. The Initial Closing involves approximately $11.55 million in gross proceeds with ~20.9 million common shares and ~20 million pre-funded warrants, plus a contingent Milestone Closing of up to $11 million more. This is a classic dilutive equity issuance raising capital through unregistered securities, with significant dilution to existing shareholders and board designation rights for the lead investor (Nant Capital, led by Dr. Patrick Soon-Shiong).","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-08T12:36:57.514247+00:00","company_name":"","ticker":null,"filing_date":""},{"id":34861,"accession_number":"0001140361-26-035853","item_number":"3.02","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Item 3.02 discloses an unregistered private placement (PIPE) of up to $22.55 million in equity securities, including common stock, pre-funded warrants, and common warrants, with a maximum of 111,327,435 shares issuable. The securities are offered under Section 4(a)(2) and Regulation D exemptions to accredited investors. This is a classic dilutive equity issuance by a clinical-stage biotech company raising capital, with the press release confirming the transaction is led by Nant Capital and will fund development of PDS0301 and repay debt.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-08T12:36:57.514247+00:00","company_name":"","ticker":null,"filing_date":""},{"id":34862,"accession_number":"0001140361-26-035853","item_number":"7.01","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"PDS Biotech announced a PIPE (Private Investment in Public Equity) transaction raising up to $22.55 million through the sale of unregistered common stock, pre-funded warrants, and common stock purchase warrants to Nant Capital and other investors. The filing explicitly states the securities \"have not been registered under the Securities Act\" and describes the private placement structure with specific pricing and share counts, which is characteristic of dilutive equity issuances. This is a material capital-raising event for a clinical-stage biotech company.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-08T12:36:57.514247+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":34860,"accession_number":"0001140361-26-035853","item_number":"1.01","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"PDS Biotech entered into a Securities Purchase Agreement for an unregistered private placement (PIPE) involving the issuance of common stock, pre-funded warrants, and common warrants to accredited investors. The Initial Closing involves approximately $11.55 million in gross proceeds with ~20.9 million common shares and ~20 million pre-funded warrants, plus a contingent Milestone Closing of up to $11 million more. This is a classic dilutive equity issuance raising capital through unregistered securities, with significant dilution to existing shareholders and board designation rights for the lead investor (Nant Capital, led by Dr. Patrick Soon-Shiong).","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-08T12:36:57.514247+00:00","company_name":"PDS Biotechnology Corp","ticker":"PDSB","filing_date":"2026-09-08"},{"id":34861,"accession_number":"0001140361-26-035853","item_number":"3.02","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Item 3.02 discloses an unregistered private placement (PIPE) of up to $22.55 million in equity securities, including common stock, pre-funded warrants, and common warrants, with a maximum of 111,327,435 shares issuable. The securities are offered under Section 4(a)(2) and Regulation D exemptions to accredited investors. This is a classic dilutive equity issuance by a clinical-stage biotech company raising capital, with the press release confirming the transaction is led by Nant Capital and will fund development of PDS0301 and repay debt.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-08T12:36:57.514247+00:00","company_name":"PDS Biotechnology Corp","ticker":"PDSB","filing_date":"2026-09-08"},{"id":34862,"accession_number":"0001140361-26-035853","item_number":"7.01","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"PDS Biotech announced a PIPE (Private Investment in Public Equity) transaction raising up to $22.55 million through the sale of unregistered common stock, pre-funded warrants, and common stock purchase warrants to Nant Capital and other investors. The filing explicitly states the securities \"have not been registered under the Securities Act\" and describes the private placement structure with specific pricing and share counts, which is characteristic of dilutive equity issuances. This is a material capital-raising event for a clinical-stage biotech company.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-08T12:36:57.514247+00:00","company_name":"PDS Biotechnology Corp","ticker":"PDSB","filing_date":"2026-09-08"}]}