S-3 1 ny20077374x1_s3.htm S-3

As filed with the Securities and Exchange Commission on July 10, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

PDS Biotechnology Corporation

(Exact name of registrant as specified in its charter)


Delaware			26-4231384
(State or Other Jurisdiction of Incorporation or Organization)			(I.R.S. Employer Identification Number)

303A College Road East

Princeton, NJ 08540

(800) 208-3343

(Address, including zip code, and telephone number, including area code of registrant’s principal executive offices)

Frank Bedu-Addo, Ph.D.

President and Chief Executive Officer

PDS Biotechnology Corporation

303A College Road East

Princeton, NJ 08540

(800) 208-3343

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Fahd Riaz, Esq.

Patrick O’Malley, Esq.

DLA Piper LLP (US)

One Liberty Place

1650 Market Street, Suite 5000

Philadelphia, PA 19103-7300

(215) 656-3316

From time to time after the effective date of this Registration Statement

(Approximate date of commencement of proposed sale to the public)

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.


PRELIMINARY PROSPECTUS			SUBJECT TO COMPLETION, DATED JULY 10, 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	—%


SEC registration fee			$1,513.43
Accounting fees and expenses			$*
Legal fees and expenses			$*
Printing and miscellaneous expenses			$*
Total			$1,513.43


Exhibit Number			Description
3.1			Eighth Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K, filed with the SEC on October 6, 2015).
3.2			Certificate of Amendment to Eight Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Registrant’s Current on Form 8-K, filed with the SEC on March 18, 2019).
3.3			Certificate of Amendment to Eight Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 of the Registrant’s Current on Form 8-K, filed with the SEC on March 18, 2019).
3.4			Certificate of Amendment to Eight Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 10.1 of the Registrant’s Current on Form 8-K, filed with the SEC on June 24, 2024).
3.5			Third Amended and Restated Bylaws of PDS Biotechnology Corporation (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K, filed with the SEC on March 15, 2022).
4.1			Form of Promissory Note (incorporated by reference to Exhibit 4.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed with the SEC on May 14, 2026).
4.2			Form of Warrant (incorporated by reference to Exhibit 4.2 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed with the SEC on May 14, 2026).
5.1			Opinion of DLA Piper LLP (US).
10.1*			Securities Purchase Agreement by and between PDS Biotechnology Corporation and YA II PN, Ltd., dated as of April 30, 2026 (incorporated by reference to Exhibit 10.1 of the Registrant’s Current on Form 8-K, filed with the SEC on June 15, 2026).
10.2			Form of Registration Rights Agreement by and between PDS Biotechnology Corporation and YA II PN, Ltd. (incorporated by reference to Exhibit 10.2 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed with the SEC on May 14, 2026).
10.3			Form of Guaranty Agreement by and between PDS Biotechnology Corporation and YA II PN, Ltd. (incorporated by reference to Exhibit 10.3 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed with the SEC on May 14, 2026)
23.1			Consent of KPMG LLP, independent registered public accounting firm.
23.2			Consent of DLA Piper LLP (US) (included in Exhibit 5.1).
24.1			Power of Attorney (included on signature page).
107			Filing Fee Table.


			PDS BIOTECHNOLOGY CORPORATION

			By:			/s/ Frank Bedu-Addo, Ph.D.
			Name:			Frank Bedu-Addo, Ph.D.
			Title:			President and Chief Executive Officer


Name	Title	Date
/s/ Frank Bedu-Addo, Ph.D.	President, Chief Executive Officer and Director (Principal Executive Officer)	July 10, 2026
Frank Bedu-Addo, Ph.D.		July 10, 2026

/s/ Lars Boesgaard	Chief Financial Officer (Principal Financial and Accounting Officer)	July 10, 2026
Lars Boesgaard		July 10, 2026

/s/ Otis W. Brawley	Director	July 10, 2026
Otis W. Brawley	Director	July 10, 2026

/s/ Gregory Freitag, J.D., CPA	Director	July 10, 2026
Gregory Freitag, J.D., CPA	Director

/s/ Stephen Glover	Director	July 10, 2026
Stephen Glover	Director	July 10, 2026

/s/ Kamil Ali-Jackson	Director	July 10, 2026
Kamil Ali-Jackson	Director	July 10, 2026

/s/ Ilian Iliev, Ph.D.	Director	July 10, 2026
Ilian Iliev, Ph.D.	Director	July 10, 2026