aibioPDS Biotechnology closes $6,000,000 note with YA II PN
Tickers PDSB
PDS Biotechnology's $6,000,000 note carries a 10% rate, a warrant for 2,158,274 shares and a twelve-month term. Yorkville Securities, an affiliate of the investor, is one of two sales agents for a $50,000,000 at-the-market program.
Key facts
- Company
- PDS Biotechnology Corporation (NASDAQ: PDSB)
- News type
- Debt Financing
- Primary source
- PDS Biotechnology Corporation 8-K (2026-06-15)
The note and the warrant
PDS Biotechnology Corporation (Nasdaq: PDSB) closed a securities purchase agreement with YA II PN, LTD., a Cayman Islands exempt limited company, on June 15, 2026. The company had agreed to the deal on April 30, 2026, and described its terms in an 8-K filed May 1, 2026. At closing it issued the investor a promissory note with an aggregate face value of $6,000,000 for a purchase price of $5,760,000.
The note matures on the twelve-month anniversary of closing and bears interest at 10% a year, rising while an event of default continues. Its redemption, amortization, conversion and beneficial ownership terms are set out in the May 1 filing, not in this 8-K.
The company also issued a warrant to purchase up to 2,158,274 shares of common stock at $1.1824 a share. It becomes exercisable six months after closing and runs for five years. The 8-K gives no share count for the company, so the warrant's dilution cannot be measured from it.
Repaid debt, guarantee and covenants
At closing the company repaid in full and terminated its existing indebtedness, which the filing describes as a condition of the closing. The debt was Senior Secured Convertible Debentures issued under an April 30, 2025 purchase agreement in which JGB Collateral LLC is collateral agent. The company paid a redemption amount equal to 103% of the principal outstanding, plus accrued and unpaid interest and other amounts, and the 8-K gives no dollar figure. PDS Operating Corporation, a wholly owned subsidiary, guaranteed the company's obligations under the purchase agreement and the note.
The purchase agreement restricts indebtedness, liens and variable rate transactions. A registration rights agreement requires a registration statement within 30 days after closing for shares issuable on conversion and warrant exercise.
The at-the-market program
On the closing date the company also entered into a sales agreement for an at-the-market program of up to $50,000,000 of common stock, under a Form S-3 declared effective on April 28, 2026. The agents are Yorkville Securities, LLC, which the filing describes as an affiliate of the investor, and B. Riley Securities, Inc. Each agent earns a commission of 3.0% of gross sales proceeds, and the company is not obligated to make any sales.
B. Riley is also acting as a qualified independent underwriter under FINRA Rule 5121. It says net proceeds from the program generally go first to amortization payments under the note, with any remainder for working capital and general corporate purposes. It does not state how the company will use the note proceeds.
Who is named
The investor and noteholder is YA II PN, LTD. The 8-K names no placement agent or financial advisor on the note. Its exhibit list includes an opinion and consent of DLA Piper LLP (US), but the 8-K does not say whom the firm represents.
Spending, losses and cash
The annual report, filed March 30, 2026, shows research and development expense of $19.0 million in 2025, down from $22.6 million in 2024. The net loss was $34.5 million in 2025, against $37.6 million a year earlier. Cash used in operations was $27.8 million in 2025, compared with $35.0 million in 2024.
The company held $41.7 million in cash and cash equivalents at the end of 2024. Because the existing debentures were redeemed at closing, the 8-K does not show how much new cash the note adds beyond its $5,760,000 purchase price.
Clinical programs
PDS Biotechnology describes itself as a clinical-stage immunotherapy company built on its Versamune platform and PDS01ADC, an investigational IL-12 fused antibody drug conjugate. It started its Phase 3 VERSATILE-003 trial of PDS0101 in HPV16-positive head and neck cancer in March 2025. In October 2025 it asked the FDA for a Type C meeting on an expedited pathway that would add progression-free survival as an interim primary endpoint. The annual report passage cited here does not say what the FDA decided.
The company announced final overall survival data from its Phase 2 VERSATILE-002 trial in August 2025. The annual report passage cited here gives no survival figures, so those results cannot be judged here.