PDS Biotechnology Corp (PDSB): debt financing — PDS Biotechnology closes $6M promissory note, warrant, and $50M ATM facility

the Guarantor (together with any other entity that may become a party thereto, the “Guarantors”) and the Investor entered into a Guaranty Agreement (the “Guaranty Agreement”), pursuant to which the Guarantors guaranteed all of the Company’s obligations under the Purchase Agreement and the Promissory Note and related obligations, as more fully described in the Prior 8-K.

The Promissory Note was issued on the Closing Date with an aggregate face value of $6,000,000 for a purchase price of $5,760,000. The Promissory Note has a maturity date of the twelve-month anniversary of the Closing Date, bears interest at a rate of 10% per annum (subject to increase upon the occurrence and during the continuance of an Event of Default (as defined in the Promissory Note)), and is subject to the redemption, amortization, conversion, beneficial ownership limitation and other provisions described in the Prior 8-K.

In connection with the Purchase Agreement, on the Closing Date, the Company and the Investor 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 within 30 days after the Closing Date, subject to the terms and conditions described in the Prior 8-K.

In connection with the Purchase Agreement, on the Closing Date, the Guarantor (together with any other entity that may become a party thereto, the “Guarantors”) and the Investor entered into a Guaranty Agreement (the “Guaranty Agreement”), pursuant to which the Guarantors guaranteed all of the Company’s obligations under the Purchase Agreement and the Promissory Note and related obligations, as more fully described in the Prior 8-K.

On the Closing Date, the Company entered into a Sales Agreement (the “Sales Agreement”) with Yorkville Securities, LLC, an affiliate of the Investor (“Yorkville Securities”), and B. Riley Securities, Inc. (“B. Riley Securities,” each of Yorkville Securities and B. Riley Securities individually an “Agent” and collectively, the “Agents”), with respect to an “at-the-market” offering program pursuant to which the Company may offer and sell, from time to time at its sole discretion, shares of its Common Stock (the “Placement Shares”) having an aggregate offering price of up to $50,000,000 through or to the Agents, as sales agents or principals.