PDS Biotechnology Corp美股招股说明书(2026-06-15版)

Up to $50,000,000 Common Stock We have entered into the sales agreement (the “Sales Agreement”) with Yorkville Securities, LLC(“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”) on June 15, 2026, relating to shares ofour common stock offered by this prospectus supplement and the accompanying base prospectus. In accordancewith the terms of the Sales Agreement, we may offer and sell from time to time through or to the Agents, as salesagents or principals, shares of our common stock having an aggregate offering price of up to $50,000,000. Our common stock is listed on The Nasdaq Capital Market under the symbol “PDSB.” The last reported saleprice of our common stock on The Nasdaq Capital Market (“Nasdaq”) on June 12, 2026 was $1.05 per share. We are a “smaller reporting company,” as defined in Rule12b-2 under the Securities Exchange Act of 1934,as amended, and, as such, have elected to comply with certain reduced public company reporting requirements. Sales of our common stock, if any, under this prospectus supplement and the accompanying base prospectuswill be made through a sale that is deemed to be an “at the market offering” as defined in Rule415(a)(4) underthe Securities Act of 1933, as amended (the “Securities Act”). The Agents are not required to sell any specificamount of our common stock but will act as our sales agents and use commercially reasonable efforts to sell onour behalf all of the shares of common stock requested to be sold by us, consistent with their normal sales andtrading practices, on mutually agreed terms between the Agents and us. There is no arrangement for funds to bereceived in an escrow, trust or similar arrangement. The Agents will receive from us a commission of 3.0% of the gross proceeds of any shares of common stocksold under the Sales Agreement. In connection with the sale of our common stock on our behalf, each Agent willbe deemed to be an “underwriter” within the meaning of the Securities Act and the compensation of the Agentswill be deemed to be underwriting discounts or commissions. We have agreed to provide indemnification andcontribution to the Agents with respect to certain liabilities, including liabilities under the Securities Act. Investing in our common stock involves risks. You should carefully consider all of the informationsetforth in this prospectus supplement and the accompanying base prospectus, and in the reports we filewith the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, asamended, incorporated by reference in this prospectus supplement before deciding to invest in ourcommon stock. Please see “Risk Factors” beginning on page S-8and in the documents incorporated byreference into this prospectus supplement to read about factors you should consider before buying ourcommon stock. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or passed upon the adequacy of this prospectus supplement or theaccompanying prospectus. Any representation to the contrary is a criminal offense. B. Riley Securities Yorkville Securities The date of this prospectus supplement is June 15, 2026. TABLE OF CONTENTS Prospectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-1CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-2PROSPECTUS SUMMARYS-4RISK FACTORSS-8USE OF PROCEEDSS-11DIVIDEND POLICYS-12DILUTIONS-13PLAN OF DISTRIBUTION (CONFLICT OF INTEREST)S-14LEGAL MATTERSS-16EXPERTSS-16WHERE YOU CAN FIND MORE INFORMATIONS-16INFORMATION INCORPORATED BY REFERENCES-17 Prospectus PageABOUT THIS PROSPECTUS1PDS BIOTECHNOLOGY CORPORATION2RISK FACTORS3CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS4USE OF PROCEEDS6DIVIDEND POLICY7THE SECURITIES THAT WE MAY OFFER8DESCRIPTION OF SECURITIES9DESCRIPTION OF COMMON STOCK9DESCRIPTION OF PREFERRED STOCK10DESCRIPTION OF DEBT SECURITIES11DESCRIPTION OF WARRANTS18DESCRIPTION OF UNITS19DESCRIPTION OF RIGHTS19PLAN OF DISTRIBUTION21LEGAL MATTERS23EXPERTS23WHERE YOU CAN FIND MORE INFORMATION23INFORMATION INCORPORATED BY REFERENCE24 TABLE OF CONTENTS ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying base prospectus form part of a registration statement onFormS-3 that we filed with the Securities and Exchange Commission, or SEC, utilizing a “shelf” registrationprocess. This document contains two parts. The first part consists of this prospectus supplement, which provides youwith specific information about this offering. The second part, the accompanying base prospectus, provides moregeneral information, some of which may not apply to this offering. Generally, when we refer only to the“prospectus,” we are referring to both parts combined. This prospectus supplement may add, update or changeinformation contained in the accompanying base prospectus. To the exten