--- schema_version: "secwatch.filing_event.v1" accession: "0001140361-26-025207" form_type: "8-K" ticker: "PDSB" cik: "0001472091" company_name: "PDS Biotechnology Corp" filed_at: "2026-06-15T20:00:41+00:00" generated_at: "2026-06-15T20:04:47.296620+00:00" event_type: "debt" sentiment: "neutral" materiality_score: 0.45 calibrated_materiality_score: 0.45 confidence: "high" source: SEC EDGAR --- # PDS Biotechnology closes $6M promissory note, warrant, and $50M ATM facility ## Summary - Closed $6M promissory note with YA II PN, Ltd.; net proceeds $5.76M after 4% OID. - Note bears 10% interest, matures June 15, 2027 (12 months from June 15, 2026). - Issued warrant to purchase 2,158,274 shares at $1.1824 per share, exercisable after 6 months for 5 years. - Entered $50M at-the-market offering agreement with Yorkville Securities and B. Riley Securities; 3% commission. - Redeemed and terminated all outstanding Senior Secured Convertible Debentures (issued April 2025). ## SEC filing metadata - accession: 0001140361-26-025207 - form_type: 8-K - ticker: PDSB - cik: 0001472091 - company_name: PDS Biotechnology Corp - filed_at: 2026-06-15T20:00:41+00:00 - event_type: debt - sentiment: neutral - materiality_score: 0.45 - calibrated_materiality_score: 0.45 - confidence: high - sec_items: 1.01, 1.02, 2.03, 3.02, 3.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1472091/000114036126025207/0001140361-26-025207-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1472091/000114036126025207/ef20076071_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001140361-26-025207 - JSON: https://secwatch.observer/filing/0001140361-26-025207.json - Plain text: https://secwatch.observer/filing/0001140361-26-025207.txt ## Key facts - Debt Financings PDS Biotechnology Corp entered an off-balance-sheet arrangement for guarantee with YA II PN, LTD.. - Instrument: guarantee - Counterparty: YA II PN, LTD. - Event: off balance sheet source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1472091/000114036126025207/0001140361-26-025207-index.htm - Debt Financings PDS Biotechnology Corp incurred convertible notes of $6,000,000 with YA II PN, LTD. at 10% per annum maturing the twelve-month anniversary of the Closing Date. - Instrument: convertible notes - Principal: $6,000,000 - Counterparty: YA II PN, LTD. - Rate: 10% per annum - Maturity: the twelve-month anniversary of the Closing Date - Event: incurrence source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1472091/000114036126025207/0001140361-26-025207-index.htm - Material Agreements PDS Biotechnology Corp entered into Registration Rights Agreement with YA II PN, LTD. (effective 2026-06-15). - Action: entry - Counterparty: YA II PN, LTD. - Effective: 2026-06-15 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1472091/000114036126025207/0001140361-26-025207-index.htm - Material Agreements PDS Biotechnology Corp entered into Guaranty Agreement with PDS Operating Corporation and YA II PN, LTD. (effective 2026-06-15). - Action: entry - Agreement: credit facility - Counterparty: PDS Operating Corporation and YA II PN, LTD. - Effective: 2026-06-15 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1472091/000114036126025207/0001140361-26-025207-index.htm - Material Agreements PDS Biotechnology Corp entered into Sales Agreement with Yorkville Securities, LLC and B. Riley Securities, Inc. valued at up to $50,000,000 (effective 2026-06-15). - Action: entry - Agreement: atm program - Counterparty: Yorkville Securities, LLC and B. Riley Securities, Inc. - Value: up to $50,000,000 - Effective: 2026-06-15 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1472091/000114036126025207/0001140361-26-025207-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.