{"filing":{"accession_number":"0001140361-26-036489","cik":"0001472091","ticker":"PDSB","company_name":"PDS Biotechnology Corp","form":"8-K","filing_date":"2026-09-14","report_date":"2026-09-12","primary_document":"ef20081956_8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1472091/000114036126036489/ef20081956_8k.htm"},"events":[{"id":33273,"run_id":30592,"accession_number":"0001140361-26-036489","anchor_item_number":"8.01","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"summary":"PDS Biotechnology completed the initial closing of an $11.3 million PIPE financing led by Nant Capital, issuing 16.5 million shares of common stock, 23.5 million pre-funded warrants, and 20 million common warrants, with an additional $11 million contingent at a milestone closing.","company_name":"PDS Biotechnology Corp","ticker":"PDSB","filing_date":"2026-09-14","form":"8-K","submitted_at":null,"items":[{"id":36679,"accession_number":"0001140361-26-036489","item_number":"7.01","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"The filing discloses the initial closing of a PIPE (Private Investment in Public Equity) transaction generating approximately $11.3 million in gross proceeds through the sale of unregistered common stock, pre-funded warrants, and common stock purchase warrants. While the filing also mentions board appointments of Dr. Soon-Shiong and Mr. Banaag, the primary disclosed action centers on the equity issuance and capital raise. The unregistered nature of the securities and the dilutive impact to existing shareholders make this a dilutive_issuance event, though the concurrent board appointments could alternatively support an exec_appointment classification.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-14T20:12:35.095205+00:00","company_name":"","ticker":null,"filing_date":""},{"id":36680,"accession_number":"0001140361-26-036489","item_number":"8.01","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"PDS Biotechnology completed the initial closing of a private placement (PIPE) on September 14, 2026, issuing 16.5 million shares of common stock, 23.5 million pre-funded warrants, and 20 million common warrants for approximately $11.3 million in gross proceeds. This is a classic dilutive equity issuance to raise capital, with additional contingent milestone closings of up to $11 million more. The unregistered securities and dilutive nature of the offering (particularly the pre-funded warrants and common warrants) are hallmarks of a dilutive_issuance event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-14T20:12:35.095205+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":33274,"run_id":30592,"accession_number":"0001140361-26-036489","anchor_item_number":"5.02","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.95,"summary":"Dr. Patrick Soon-Shiong and Mr. James Banaag were appointed as directors to the Board of PDS Biotechnology effective September 14, 2026, pursuant to board designation rights granted under the Securities Purchase Agreement with Nant Capital.","company_name":"PDS Biotechnology Corp","ticker":"PDSB","filing_date":"2026-09-14","form":"8-K","submitted_at":null,"items":[{"id":36678,"accession_number":"0001140361-26-036489","item_number":"5.02","item_title":null,"event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.95,"reasoning":"The filing discloses the appointment of Dr. Patrick Soon-Shiong and Mr. James Banaag as directors to the Board of PDS Biotechnology, effective September 14, 2026, pursuant to board designation rights granted under a Securities Purchase Agreement. While the filing also involves a PIPE financing transaction, the principal action disclosed in Item 5.02 is the appointment of two new directors. This is material because it represents a significant change in board composition and governance, with Dr. Soon-Shiong being a prominent biotechnology entrepreneur and investor who is also acquiring a substantial equity stake in the company.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-14T20:12:35.095205+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":33275,"run_id":30592,"accession_number":"0001140361-26-036489","anchor_item_number":"1.02","event_type":"financial_other","event_domain":"financial","is_material":true,"confidence":0.7,"summary":"PDS Biotechnology redeemed approximately $4.6 million of the Yorkville Note ($6 million principal, 10% interest, maturity June 2027) on September 14, 2026, effectively refinancing the debt through the concurrent PIPE equity financing.","company_name":"PDS Biotechnology Corp","ticker":"PDSB","filing_date":"2026-09-14","form":"8-K","submitted_at":null,"items":[{"id":36677,"accession_number":"0001140361-26-036489","item_number":"1.02","item_title":null,"event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.25,"reasoning":"Item 1.02 discloses termination of the Yorkville Note ($6M principal, 10% interest, maturity June 2027) through full redemption of approximately $4.6M on September 14, 2026. However, the supplemental press release (EX-99.1) reveals the company simultaneously closed a $11.3M PIPE financing led by Dr. Patrick Soon-Shiong's Nant Capital, with an additional $11M contingent at a milestone closing, and appointed Dr. Soon-Shiong to the board. The Item 1.02 filing focuses narrowly on debt termination, but the material context is debt refinancing through equity issuance and strategic investment. The classification is ambiguous: this could be debt_issuance (new capital raised), dilutive_issuance (PIPE equity), or ma_activity (strategic investment with board seat). The Item 1.02 caption and prose center on debt termination, not creation of new obligation, making debt_issuance a poor fit despite the financing context.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-14T20:12:35.095205+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":36677,"accession_number":"0001140361-26-036489","item_number":"1.02","item_title":null,"event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.25,"reasoning":"Item 1.02 discloses termination of the Yorkville Note ($6M principal, 10% interest, maturity June 2027) through full redemption of approximately $4.6M on September 14, 2026. However, the supplemental press release (EX-99.1) reveals the company simultaneously closed a $11.3M PIPE financing led by Dr. Patrick Soon-Shiong's Nant Capital, with an additional $11M contingent at a milestone closing, and appointed Dr. Soon-Shiong to the board. The Item 1.02 filing focuses narrowly on debt termination, but the material context is debt refinancing through equity issuance and strategic investment. The classification is ambiguous: this could be debt_issuance (new capital raised), dilutive_issuance (PIPE equity), or ma_activity (strategic investment with board seat). The Item 1.02 caption and prose center on debt termination, not creation of new obligation, making debt_issuance a poor fit despite the financing context.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-14T20:12:35.095205+00:00","company_name":"PDS Biotechnology Corp","ticker":"PDSB","filing_date":"2026-09-14"},{"id":36678,"accession_number":"0001140361-26-036489","item_number":"5.02","item_title":null,"event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.95,"reasoning":"The filing discloses the appointment of Dr. Patrick Soon-Shiong and Mr. James Banaag as directors to the Board of PDS Biotechnology, effective September 14, 2026, pursuant to board designation rights granted under a Securities Purchase Agreement. While the filing also involves a PIPE financing transaction, the principal action disclosed in Item 5.02 is the appointment of two new directors. This is material because it represents a significant change in board composition and governance, with Dr. Soon-Shiong being a prominent biotechnology entrepreneur and investor who is also acquiring a substantial equity stake in the company.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-14T20:12:35.095205+00:00","company_name":"PDS Biotechnology Corp","ticker":"PDSB","filing_date":"2026-09-14"},{"id":36679,"accession_number":"0001140361-26-036489","item_number":"7.01","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"The filing discloses the initial closing of a PIPE (Private Investment in Public Equity) transaction generating approximately $11.3 million in gross proceeds through the sale of unregistered common stock, pre-funded warrants, and common stock purchase warrants. While the filing also mentions board appointments of Dr. Soon-Shiong and Mr. Banaag, the primary disclosed action centers on the equity issuance and capital raise. The unregistered nature of the securities and the dilutive impact to existing shareholders make this a dilutive_issuance event, though the concurrent board appointments could alternatively support an exec_appointment classification.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-14T20:12:35.095205+00:00","company_name":"PDS Biotechnology Corp","ticker":"PDSB","filing_date":"2026-09-14"},{"id":36680,"accession_number":"0001140361-26-036489","item_number":"8.01","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"PDS Biotechnology completed the initial closing of a private placement (PIPE) on September 14, 2026, issuing 16.5 million shares of common stock, 23.5 million pre-funded warrants, and 20 million common warrants for approximately $11.3 million in gross proceeds. This is a classic dilutive equity issuance to raise capital, with additional contingent milestone closings of up to $11 million more. The unregistered securities and dilutive nature of the offering (particularly the pre-funded warrants and common warrants) are hallmarks of a dilutive_issuance event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-14T20:12:35.095205+00:00","company_name":"PDS Biotechnology Corp","ticker":"PDSB","filing_date":"2026-09-14"}]}