PDS Biotechnology amends $6,000,000 promissory note

PDS Biotechnology Corporation signed a First Amendment to Promissory Note with YA II PN, Ltd. on August 31, 2026, according to a Form 8-K. The original note was issued as of June 15, 2026, with a principal amount of $6,000,000. YA II PN is the holder and lender under the note. The filing names no placement agent or advisor.

What the amendment changes

The amendment rewrites the note's section on at-the-market sales. PDS must now deliver weekly remittance notices listing the net proceeds it received from sales under its at-the-market offering program during the prior week. It must pay the applicable portion of those net proceeds to the holder within one business day after each notice.

A second change adds a new section requiring that 100% of net cash proceeds from any equity or equity-linked financing outside the at-the-market program be applied as a mandatory deemed redemption payment to the holder. That payment is due within five business days of receipt. The cure period for a Nasdaq listing deficiency under the note also grows from seventy-five days to one hundred eighty days. The 8-K does not connect that extension to a specific Nasdaq notice.

The amendment takes effect only when both parties have signed and PDS has paid in full the installment due on September 14, 2026. The filing describes no new funding under the note.

The company and its pipeline

PDS describes itself as a clinical-stage immunotherapy company. Its lead therapeutic approach uses Versamune, a T cell activator, alone and combined with PDS01ADC, an investigational IL-12 antibody drug conjugate. In March 2025 it announced the start of the VERSATILE-003 Phase 3 trial of PDS0101 in HPV16-positive first-line recurrent or metastatic head and neck squamous cell carcinoma. In October 2025 it requested an FDA Type C meeting to discuss an expedited pathway for that trial, based on an interim primary endpoint of progression-free survival in addition to median overall survival. The company describes only the request, not a response.

The annual report also lists final topline survival data from the VERSATILE-002 Phase 2 trial, announced in August 2025, and survival data for the low-CPS population, announced in September 2025. The overview lists those announcements without stating survival figures. It also reports updated IMMUNOCERV Phase 2 data in locally advanced cervical cancer in October 2024, and says in July 2025 the colorectal cohort of a Phase 2 trial of PDS01ADC met predefined criteria to expand to stage 2 after positive stage 1 results, all company statements. Its Infectimune platform is aimed at preventive vaccines. The platform claims rest on preclinical studies, cited to journal articles from 2019 and 2020.

Losses and cash

Research and development expense was $19.0 million in 2025, down from $22.6 million in 2024. The net loss was $34.5 million in 2025, down from $37.6 million in 2024. Cash used in operations fell to $27.8 million in 2025 from $35.0 million in 2024.

Cash and cash equivalents were $41.7 million at the end of 2024 and $26.7 million at the end of 2025, according to the company's filings. At June 30, 2026, cash and cash equivalents were $5.6 million. Set against $27.8 million of operating cash use in 2025, that balance is thin, and the amendment sends a share of at-the-market proceeds, and all later equity proceeds from outside that program, to the noteholder before the company can use them.

What comes next

The weekly remittances start once the amendment is effective, which depends on the September 14, 2026 installment being paid. No date for Phase 3 data or for an FDA decision on the expedited pathway appears in the 8-K, which President and Chief Executive Officer Frank Bedu-Addo, Ph.D. signed.

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