PDS Biotechnology Corp美股招股说明书(2026-07-21版)

2,158,274 Shares of Common Stock Issuable Upon Exercise of Warrant11,157,549 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 ourcommon 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 exerciseof the Warrant (as defined below) and (y) up to 11,157,549 shares of Common Stock issuable upon conversion ofthe Promissory Note (as defined below), in each case, issued to the Selling Stockholder in a private placement asdescribed in this prospectus. On April30, 2026, PDS Biotechnology Corporation (the “Company”) entered into a Securities PurchaseAgreement (the “Securities Purchase Agreement”) with YA II PN, LTD., a Cayman Islands exempt limitedcompany (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 purchasedfrom the Company (i) a promissory note (the “Promissory Note”) in an aggregate principal amount of $6,000,000and (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 PurchaseAgreement, on the Closing Date, the Company and the Selling Stockholder entered into a Registration RightsAgreement (the “Registration Rights Agreement”), pursuant to which the Company is obligated to file aregistration statement to register the shares of Common Stock issuable upon conversion of the PromissoryNoteand exercise of the Warrant. We will not receive any proceeds from the sale of the Shares by the SellingStockholder under this prospectus. We will, however, receive proceeds from any portion of the Warrant that isexercised through the payment of the exercise price in cash. We intend to use the proceeds, if any, for generalcorporate purposes. The Selling Stockholder will bear all commissions and discounts, if any, attributable to thesale 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 orprivate transactions or through other means described in the section entitled “Plan of Distribution” at prevailingmarket prices, at prices related to prevailing market prices or at privately negotiated prices. This prospectus doesnot necessarily mean that the Selling Stockholder will offer or sell the Shares. We cannot predict when or in whatamounts the Selling Stockholder may sell any of the Shares offered by this prospectus. Any shares of CommonStock subject to resale hereunder will have been issued by us and acquired by the Selling Stockholder prior toany 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 electedto 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 anduncertainties described under the heading “Risk Factors” on page5of this prospectus as well as thosecontained in any applicable prospectus supplement and any related free writing prospectus, and under similarheadings 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 ordisapproved of these securities or determined if this prospectus is truthful or complete. Any representationto the contrary is a criminal offense. TABLE OF CONTENTS PageABOUT THIS PROSPECTUS1PROSPECTUS SUMMARY2THE OFFERING4RISK FACTORS5SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS6USE OF PROCEEDS8DIVIDEND POLICY9DESCRIPTION OF CAPITAL STOCK10PRIVATE PLACEMENT OF SECURITIES13SELLING STOCKHOLDER15PLAN OF DISTRIBUTION17LEGAL MATTERS19EXPERTS19WHERE YOU CAN FIND ADDITIONAL INFORMATION19INCORPORATION OF CERTAIN INFORMATION BY REFERENCE20 TABLE OF CONTENTS ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on FormS-3 that we filed with the Securities and ExchangeCommission, or the SEC, using a “shelf” registration process. Under the shelf registration process, the SellingStockholder may, from time to time, offer and sell the Shares described in this prospectus in one or more offerings.Information about the Selling Stockholder may change over time. We will not receive any of the proceeds from thesale of our Common Stock by the Selli