424B4 1 ny20077374x3_424b4.htm 424B4

Filed Pursuant to Rule 424(b)(4)

Registration No.: 333-297386

PROSPECTUS

2,158,274 Shares of Common Stock Issuable Upon Exercise of Warrant

11,157,549 Shares of Common Stock Issuable Upon Conversion of Promissory Note

This prospectus relates to the resale, from time to time, of up to 13,315,823 shares (the “Shares”) of our common stock, $0.00033 par value per share (“Common Stock”), by the Selling Stockholder (as defined below). The Shares covered by this prospectus consist of (x) 2,158,274 shares of Common Stock issuable upon exercise of the Warrant (as defined below) and (y) up to 11,157,549 shares of Common Stock issuable upon conversion of the Promissory Note (as defined below), in each case, issued to the Selling Stockholder in a private placement as described in this prospectus.

On April 30, 2026, PDS Biotechnology Corporation (the “Company”) entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with YA II PN, LTD., a Cayman Islands exempt limited company (the “Selling Stockholder”). Pursuant to the Securities Purchase Agreement, on June 15, 2026 (the “Closing Date”), the Company issued and sold to the Selling Stockholder and the Selling Stockholder purchased from the Company (i) a promissory note (the “Promissory Note”) in an aggregate principal amount of $6,000,000 and (ii) a warrant to purchase up to 2,158,274 shares of Common Stock at an exercise price of $1.1824 per share (the “Warrant”), subject to adjustments as set forth in the Warrant. In connection with the Securities Purchase Agreement, on the Closing Date, the Company and the Selling Stockholder entered into a Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which the Company is obligated to file a registration statement to register the shares of Common Stock issuable upon conversion of the Promissory Note and exercise of the Warrant. We will not receive any proceeds from the sale of the Shares by the Selling Stockholder under this prospectus. We will, however, receive proceeds from any portion of the Warrant that is exercised through the payment of the exercise price in cash. We intend to use the proceeds, if any, for general corporate purposes. The Selling Stockholder will bear all commissions and discounts, if any, attributable to the sale of the Shares. We will bear all costs, expenses and fees in connection with the registration of the Shares.

The Selling Stockholder may offer such shares from time to time as it may determine through public or private transactions or through other means described in the section entitled “Plan of Distribution” at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. This prospectus does not necessarily mean that the Selling Stockholder will offer or sell the Shares. We cannot predict when or in what amounts the Selling Stockholder may sell any of the Shares offered by this prospectus. Any shares of Common Stock subject to resale hereunder will have been issued by us and acquired by the Selling Stockholder prior to any resale of such shares pursuant to this prospectus.

Our Common Stock is listed on The Nasdaq Capital Market under the symbol “PDSB.” On July 20, 2026, the closing price of our Common Stock was $0.7173 per share.

We are a “smaller reporting company” as defined under the federal securities laws and, as such, have elected to comply with certain reduced reporting requirements for this prospectus and may elect to do so in future filings.

Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” on page 5 of this prospectus as well as those contained in any applicable prospectus supplement and any related free writing prospectus, and under similar headings in the other documents that are incorporated by reference into this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is July 21, 2026.


			Page
ABOUT THIS PROSPECTUS			1
PROSPECTUS SUMMARY			2
THE OFFERING			4
RISK FACTORS			5
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			6
USE OF PROCEEDS			8
DIVIDEND POLICY			9
DESCRIPTION OF CAPITAL STOCK			10
PRIVATE PLACEMENT OF SECURITIES			13
SELLING STOCKHOLDER			15
PLAN OF DISTRIBUTION			17
LEGAL MATTERS			19
EXPERTS			19
WHERE YOU CAN FIND ADDITIONAL INFORMATION			19
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE			20


Stockholder⁽¹⁾	Number of Shares of Common Stock Beneficially Owned Prior to Offering⁽²⁾	Percentage of Common Stock Beneficially Owned Prior to Offering⁽³⁾⁽⁴⁾	Maximum Number of Shares of Common Stock to be Sold Pursuant to this Prospectus⁽⁵⁾	Number of Shares of Common Stock Beneficially Owned After Offering⁽³⁾	Percentage of Common Stock Beneficially Owned After Offering⁽⁴⁾
YA II PN, LTD.⁽⁶⁾	13,315,823	19.23%	13,315,823	0	—%