PDS Biotechnology(PDSB) - 2025 Q3 - Quarterly Results

Securities Issuance - The Company is issuing securities to Purchasers under an effective registration statement, with a Per Share Purchase Price of $0.91, subject to adjustments[20] - The Common Stock has a par value of $0.00033 per share, and the securities include Common Stock and Common Warrants[10] - The Company agrees to sell an aggregate of $5,278,000 of Shares and Warrants to Purchasers[39] - Each Purchaser will receive a Common Warrant to purchase up to 100% of their Shares plus Pre-Funded Warrant Shares, with an exercise price of $1.00[41] - The exercise price for Pre-Funded Warrants is set at $0.0001[41] - The Company has reserved a sufficient number of shares of Common Stock to issue Shares and Warrant Shares as per the Agreement[123] Transaction Details - The Closing Date for the transaction is set for the first Trading Day following the execution of the Transaction Documents[9] - The Subscription Amount for each Purchaser will be specified on the signature page of the Agreement, paid in United States dollars[32] - The Agreement includes provisions for Exempt Issuance of securities under specific conditions[17] - The Agreement outlines the definitions and terms relevant to the transaction, including "Material Adverse Effect" and "Indebtedness"[19][18] - The Company must deliver Warrant Shares by 4:00 p.m. on the Closing Date for any Notice(s) of Exercise received by 12:00 p.m. on the same day[39] Compliance and Legal Matters - The Company is subject to compliance with the Securities Act of 1933 and the Securities Exchange Act of 1934[30][16] - The Company’s Board of Directors is involved in approving certain transactions and issuances of securities[6] - The Company has filed all required SEC Reports on time, including financial statements that comply with GAAP and fairly present the financial position of the Company[56] - The Company is in compliance with all applicable environmental laws and has received all necessary permits for its operations[63][64] - The Company has not received any notices regarding non-compliance with the Sarbanes-Oxley Act or related regulations[71] Financial Health - As of the latest audited financial statements, there have been no material adverse events or liabilities incurred by the Company[57] - The Company has not issued any capital stock since its most recent periodic report, except for employee stock options and stock purchase plans[54] - The Company has good and marketable title to all real and personal property material to its business, free of significant liens[65] - The Company has no outstanding debts exceeding $50,000, and is not in default with respect to any indebtedness[80] - The Company has filed all required tax returns and paid all material taxes due, with no claims for unpaid taxes in any material amount[81] Risk Management - The Company is insured against losses and risks in amounts deemed prudent and customary for its business[68] - The Company has maintained compliance with all applicable data privacy laws, including GDPR, over the past three years[93] - The Company has not experienced any security breaches affecting its IT Systems and Data, ensuring compliance with privacy and security laws[90] - The Company has taken necessary actions to ensure compliance with listing and maintenance requirements of the trading market[75] Purchaser Obligations - The obligations of the Company are contingent upon the accuracy of representations and warranties made by Purchasers[42] - The Purchasers' obligations are contingent upon the accuracy of representations and warranties made by the Company[43] - The Purchasers are not acquiring the Securities as a result of any general solicitation or advertisement[107] - Each Purchaser's obligations under the Transaction Documents are independent, and no Purchaser is responsible for the obligations of any other Purchaser[152] Post-Transaction Conditions - The Company is prohibited from issuing any shares of Common Stock or Common Stock Equivalents for 45 days after the Closing Date, with exceptions for specific registration statements[126] - For six months after the Closing Date, the Company cannot enter into Variable Rate Transactions involving the issuance of Common Stock or Common Stock Equivalents[127] - The Company must maintain the eligibility of its Common Stock for electronic transfer through established clearing corporations[125] - The Company will take necessary actions to secure the listing of all Shares and Warrant Shares on any new Trading Market it applies to[124] Indemnification and Remedies - The Company will indemnify Purchasers against losses related to breaches of representations and warranties made by the Company[122] - The Company acknowledges that monetary damages may not be adequate compensation for breaches of obligations under the Transaction Documents, allowing for specific performance as a remedy[150] - If any payments made to Purchasers are later invalidated or required to be refunded, the original obligations will be revived as if the payments had not been made[151] Miscellaneous Provisions - The Company acknowledges that confidentiality obligations will terminate upon the issuance of the press release[116] - The parties have mutually reviewed and revised the Transaction Documents, ensuring that ambiguities are not resolved against the drafting party[156] - The Securities Purchase Agreement has been duly executed by authorized signatories of the Company and Purchasers[159]