UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

July 14, 2023

Date of Report (Date of earliest event reported)

PDS Biotechnology Corporation

Securities registered pursuant to Section 12 (b) of the Act:

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)

PDS Biotechnology Corporation (the “Company”) held its 2023 annual meeting of stockholders on July 14, 2023 (the “Annual Meeting”). As previously disclosed, on May 19, 2023, the Board of Directors of the Company adopted, subject to stockholder approval, the Third Amended and Restated PDS Biotechnology Corporation 2014 Equity Inventive Plan (the “Restated Plan”), which would amend and restate the Second Amended and Restated PDS Biotechnology Corporation 2014 Equity Incentive Plan (the “Current Plan”). The stockholders voted to approve the Restated Plan at the Annual Meeting.  The Restated Plan is identical to the Current Plan in all material respects, except that the number of shares of Common Stock authorized for issuance under the Restated Plan will increase from 4,165,535 shares to 6,565,535 shares. The foregoing description of the Restated Plan does not purport to be complete, and is qualified in its entirety by reference to the full text of the Restated Plan, which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.

At the Annual Meeting, the following proposals were submitted to the stockholders of the Company:

For more information about the foregoing proposals, see the Company’s definitive proxy statement on Schedule 14A filed with the United States Securities and Exchange Commission on June 2, 2023. Of the 30,823,610 shares of the Company’s common stock entitled to vote at the Annual Meeting, 17,563,080 shares, or approximately 56.97%, were represented at the Annual Meeting in person or by proxy, constituting a quorum. The number of votes cast for, against or withheld, as well as abstentions and broker non-votes, if applicable, in respect of each such proposal is set forth below.

The Company’s stockholders elected the following directors to serve as Class B directors until the 2026 Annual Meeting of Stockholders of the Company or until their successors are duly elected and qualified. The votes regarding the election of the directors were as follows:

(d) Exhibits.

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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