0001140361-26-018464
SEC filingPDS Biotechnology Corporation entered into a Securities Purchase Agreement to issue a $6M promissory note and warrant to YA II PN, LTD., terminated prior debentures and sales agreement, with closing expected around June 12, 2026.
PDS Biotechnology Corporation secured $5.76M in net proceeds through a promissory note sale to YA II PN, LTD., providing critical near-term liquidity via a 10% interest-bearing instrument with flexible redemption and conversion features capped to comply with Nasdaq rules. The attached warrant offers upside exposure to 2.16M shares at $1.1824, balancing investor protection with ownership limits at 4.99% and 19.99% of outstanding stock. This replaces prior senior secured convertible debentures from a JGB-led facility, with full prepayment at 103% of principal plus interest on June 12, 2026, eliminating legacy obligations and potential dilution risks. Termination of the prior at-the-market sales agreement with B. Riley and H.C. Wainwright clears the path for a new program with Yorkville Securities, channeling 100% of initial proceeds to debt amortization and 60% of excess to future payments, optimizing cash deployment. Covenants restrict additional debt, liens, and variable pricing deals, signaling disciplined capital structure management amid Nasdaq listing conditions. Registration rights ensure liquidity for converted/exercised shares, with failure triggering note default. Closing hinges on debt repayment, no material adverse events, and sustained trading, underscoring execution risks but positioning the company for operational funding through controlled equity sales.