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

Date of Report (Date of earliest event reported): March 15, 2019

PDS Biotechnology Corporation
(Exact name of registrant as specified in its charter)

Delaware
001-37568
26-4231384
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)

300 Connell Drive, Suite 4000
Berkeley Heights, NJ
07922
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code (800) 208-3343

Edge Therapeutics, Inc.
(Former name or former address, if changed since last report)


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 ( see General Instruction A.2. below):

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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.   ☒
 

Introductory Note

On March 15, 2019, privately-held PDS Biotechnology Corporation, a Delaware corporation ( “ PDS ” ) and Edge Therapeutics, Inc. ( “ Edge ” ) completed a business combination in accordance with the terms of that certain Agreement and Plan of Merger and Reorganization, as amended, dated as of November 23, 2018, by and among Edge, Echos Merger Sub, Inc. ( “ Merger   Sub ” ) and PDS (the “ Merger   Agreement ” ), pursuant to which Merger Sub merged with and into PDS, with PDS surviving as a wholly-owned subsidiary of Edge (the “ Merger ” ). Pursuant to the Merger Agreement, Edge changed its name to PDS Biotechnology Corporation (the “ Combined   Company ” ) and PDS changed its name to PDS Operating Corporation (the “ Subsidiary ” ).

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 2.01
Completion of Acquisition or Disposition of Assets.

On March 15, 2019, in connection with, and immediately following the completion of, the Merger, the Combined Company effected a reverse stock split at a ratio of one new share for every twenty shares of its common stock outstanding (the “ 1:20   Reverse   Stock   Split ” ), and immediately following the Merger, Edge changed its name to “ PDS Biotechnology Corporation. ” Following the closing of the Merger, the business conducted by the Combined Company became primarily the business conducted by PDS, which is a clinical-stage company focused on developing a growing pipeline of clinical-stage immunotherapies to treat various early-stage and late-stage cancers, including head and neck cancer, prostate cancer, breast cancer, cervical cancer, anal cancer, and other cancers.

Under the terms of the Merger Agreement approximately 82,792,437 pre-reverse stock split shares of the Combined Company’s common stock were issued or are issuable to the Subsidiary ’ s stockholders, warrantholders and optionholders, at an exchange rate of approximately 6.5240 pre-reverse stock split shares of Combined Company common stock in exchange for each share of the Subsidiary capital stock outstanding immediately prior to the Merger The exchange rate was determined pursuant to the terms of the Merger Agreement. The Combined Company also assumed all of the stock options outstanding under the PDS 2018 Stock Option Plan and the PDS 2009 Stock Option Plan (the “ Subsidiary   Plans ” ), with such stock options representing the right to purchase a number of shares of Combined Company common stock equal to approximately 6.5240 multiplied by the number of shares of Subsidiary common stock previously represented by such options under the Subsidiary Plan. The Combined Company also assumed the Subsidiary Plans.

Immediately after the Merger there were approximately 5.3 million post-reverse stock split shares of the Combined Company ’ s common stock outstanding. Immediately after the Merger, the Subsidiary ’ s stockholders, warrantholders and optionholders immediately prior to the Merger owned approximately 70% of the fully-diluted common stock of the Combined Company, with the Combined Company ’ s stockholders and optionholders immediately prior to the Merger, whose shares of the Combined Company ’ s common stock remain outstanding after the Merger, owning approximately 30% of the fully-diluted common stock of the Combined Company.

The issuance of the shares of the Combined Company ’ s common stock to the Subsidiary ’ s stockholders was registered with the U.S. Securities and Exchange Commission (the “ SEC ” ) on a Registration Statement on Form S-4, as amended, (File No. 333-228937) (the “ Registration   Statement ” ).

The Combined Company ’ s shares of common stock are listed on The Nasdaq Capital Market and traded through the close of business on Friday, March 15, 2019 under the ticker symbol “ EDGE, ” and commenced trading on the Nasdaq Capital Market under the ticker symbol “ PDSB ” on Monday, March 18, 2019. The Combined Company ’ s common stock has a new CUSIP number, 70465T 107.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated by reference herein.
 
2

Item 5.01
Changes in Control of Registrant.

The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01 of this Current Report on Form 8-K.

In accordance with the Merger Agreement, on March 15, 2019, contingent upon and effective immediately as of the closing of the Merger, Brian A Leuthner, Liam Ratcliffe, M.D., Ph.D., Rosemary Crane, Isaac Blech, R. Loch Macdonald, M.D., Ph.D., and Sol Barer, Ph.D. resigned from Edge’s board of directors and any respective committees of the board of directors to which they belonged (the “ Prior   Directors ” ). James Loughlin and Robert Spiegel, M.D., FACP are continuing as directors of the Combined Company (the “ Remaining   Directors ” ).

The Combined Company ’ s directors after the closing of the Merger are described in the Registration Statement in the section titled “ Management Following the Merger ” and is incorporated herein by reference.

Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;

In accordance with the Merger Agreement, on March 15, 2019 the Prior Directors resigned from Edge’s board of directors and any respective committees of the board of directors on which they served, which resignations were not the result of any disagreements with Edge relating to Edge’s operations, policies or practices.

In accordance with the Merger Agreement, on March 13, 2019, the Edge Board of Directors appointed Frank Bedu-Addo, Sir Richard Sykes, De Lyle W. Bloomquist, Gregory Freitag and Andrew Saik as members of the Combined Company’s board of directors as of the effective time of the Merger and appointed Frank Bedu-Addo as Chief Executive Officer and President of the Combined Company, Andrew Saik as Chief Financial Officer of the Combined Company, Gregory Conn as Chief Scientific Officer of the Combined Company, Lauren Wood as Chief Medical Officer of the Combined Company and Brad Middlekauff as Chief Legal Officer of the Combined Company, all as of the effective time of the Merger.

The biographies of the Combined Company ’ s directors and executive officers after the closing of the Merger are set forth in the Registration Statement in the section titled “ Management Following the Merger ” and are incorporated herein by reference.

The employment arrangement of Mr. Bedu-Addo is set forth in the Registration Statement in the section titled “ PDS Executive Compensation – PDS’s Employment Arrangements ” and is incorporated herein by reference.

Item 5.03
Amendments to Certificate of Incorporation

(a) On March 15, 2019, immediately following the closing of the Merger, the certificate of incorporation of the Combined Company was amended to change its name from Edge Therapeutics, Inc. to PDS Biotechnology Corporation. (the “ Name   Change   Charter ” ). Also on March 15, 2019, the certificate of incorporation was further amended to effect the 1:20 Reverse Stock Split, (the “ Reverse   Split   Charter ” ).

The foregoing description of the Name Change Charter and the Reverse Split Charter are not complete and are subject to and qualified in their entirety by reference to the Name Change Charter and the Reverse Split Charter, respectively, which are filed as Exhibits 3.1 and 3.2 to this Current Report on Form 8-K and are incorporated by reference herein.

Item 8.01
Other Events.

On March 18, 2019, the Combined Company issued a press release announcing the closing of the Merger. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
 

Item 9.01.
Financial Statements and Exhibits

(d) Exhibits

3

Exhibit
Number
 
Description of Document
 
Incorporated by Reference
 
   
Schedule/
Form
   
File
Number
   
Exhibits
   
Filing Date
 
           
 2.1
     
Form S-4
     
333-228937
     
Annex A-1
     
February 15, 2019
 
           
 2.2
     
Form S-4
     
333-228937
     
Annex A-II
     
February 15, 2019
 
           
 3.1*
                                 
           
 3.2*
                                 
           
99.1*
                                 

*
Filed herewith
 
4

SIGNATURES

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.

 
PDS Biotechnology Corporation
     
Dated: March 18, 2019
   
 
By:
/s/ Frank Bedu-Addo
 
Name:
Frank Bedu-Addo
 
Title:
Chief Executive Officer


5
Exhibit 3.1

CERTIFICATE OF AMENDMENT
OF THE
EIGHTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
EDGE THERAPEUTICS, INC.

Edge Therapeutics, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “ Corporation ”),

DOES HEREBY CERTIFY THAT:

FIRST: That, on March 13, 2019, the Board of Directors of the Corporation (the “ Board ”) declared advisable and approved the following amendment to the Eighth Amended and Restated Certificate of Incorporation of the Corporation:

WHEREAS , Sections 242(a)(1) and 242(b)(1) of the General Corporation Law of the State of Delaware provide that the board of directors of a corporation may amend its certificate of incorporation after receipt of payment for its capital stock to change its corporate name without submitting such amendment to a vote of its stockholders; and

WHEREAS , the Board declares it advisable and in the best interest of the Corporation and its stockholders to amend the Eighth Amended and Restated Certificate of Incorporation of the Corporation (the “ Certificate of Incorporation ”), at the effective time of the merger of Echos Merger Sub, Inc. with and into PDS Biotechnology Corporation (the “ Effective Time ”), to change the name of the Corporation from “Edge Therapeutics, Inc.” to “PDS Biotechnology Corporation” (the “ Corporate Name Change ”).

NOW, THEREFORE, BE IT:

RESOLVED , that, at the Effective Time, “ARTICLE I – NAME” of the Eighth Amended and Restated Certificate of Incorporation shall be deleted and replaced in its entirety with the following:

“The name of the corporation is PDS Biotechnology Corporation (the “ Corporation ”).”

RESOLVED , that, at the Effective Time, the officers of the Corporation be, and each of them hereby is, authorized, empowered and directed to file a Certificate of Amendment (the “ Certificate of Amendment ”) to the Eighth Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, and to take all other actions necessary or appropriate to effect the Corporate Name Change.

SECOND: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242(a)(1) and 242(b)(1) of the General Corporation Law of the State of Delaware without a meeting or vote of the Corporation’s stockholders.

THIRD: That this Certificate of Amendment to the Eighth Amended and Restated Certificate of Incorporation shall be effective upon filing.
 

IN WITNESS WHEREOF , the undersigned has executed this Certificate of Amendment as of the 15th day of March, 2019.

 
EDGE THERAPEUTICS, INC.
     
 
By:
/s/ Andrew Saik
 
Name:
Andrew Saik
 
Title:
Chief Financial Officer


Exhibit 3.2

CERTIFICATE OF AMENDMENT
OF THE
EIGHTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
EDGE THERAPEUTICS, INC.

Edge Therapeutics, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “ Corporation ”),

DOES HEREBY CERTIFY THAT:

FIRST: The name of Corporation is Edge Therapeutics, Inc.

SECOND: The Board of Directors of the Corporation, acting in accordance with the provisions of Sections 141 and 242 of the General Corporation Law of the State of Delaware, adopted resolutions amending its Eighth Amended and Restated Certificate of Incorporation as follows:

Subsection (a) of ARTICLE IV – CAPITALIZATION shall be deleted and the following paragraphs shall be inserted in lieu thereof:

“(a)           Authorized Shares. The total number of shares of stock which the Corporation shall have authority to issue is Eighty Million (80,000,000), consisting of Seventy-Five Million (75,000,000) shares of Common Stock, par value $0.00033 per share (“ Common Stock ”), and Five Million (5,000,000) shares of Preferred Stock, par value $0.00033 per share (“ Preferred Stock ”). Such stock may be issued from time to time by the Corporation for such consideration as may be fixed by the board of directors of the Corporation (the “ Board of Directors ”).

Except as otherwise provided by law, the shares of stock of the Corporation, regardless of class, may be issued by the Corporation from time to time in such amounts, for such consideration and for such corporate purposes as the Board of Directors may from time to time determine.

Contingent and effective upon the filing of this Certificate of Amendment to the Eighth Amended and Restated Certificate of Incorporation (the “ Certificate of Amendment ”) with the Secretary of State of the State of Delaware (the “ Effective Time ”), each twenty (20) shares of the Corporation’s Common Stock, par value $0.00033 per share, issued and outstanding prior to the Effective Time shall, automatically and without any action on the part of the respective holders thereof, be combined and converted into one (1) share of Common Stock, par value $0.00033 per share, of the Corporation (the “ Reverse Split ”). No fractional share shall be issued in connection with the foregoing combination of the shares pursuant to the Reverse Split. The Corporation will pay in cash the fair value of such fractional shares, without interest and as determined in good faith by the Board of Directors of the Corporation when those entitled to receive such fractional shares are determined.”

THIRD:  Thereafter pursuant to a resolution of the Board of Directors, this Certificate of Amendment was submitted to the stockholders of the Corporation for their approval, and was duly adopted at a Special Meeting of Stockholders held on March 14, 2019, in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

[Remainder of the Page Intentionally Left Blank]
 

IN WITNESS WHEREOF , the undersigned has executed this Certificate of Amendment as of the 15th day of March, 2019.

 
EDGE THERAPEUTICS, INC.
     
 
By:
/s/ Brian A. Leuthner
 
Name:
Brian A. Leuthner
 
Title:
President and Chief Executive Officer


Exhibit 99.1

PDS Biotechnology Completes Merger with Edge Therapeutics

Shares of Combined Company to Commence Trading on Nasdaq Capital Market under New Symbol “PDSB” on March 18, 2019

Princeton, NJ, March 18, 2019 - PDS Biotechnology Corporation (“PDS Biotechnology”), a clinical-stage immuno-oncology company pioneering the development of novel multifunctional immunotherapeutic products, today announced the closing of its merger with Edge Therapeutics, Inc. (“Edge”), following the approval of Edge stockholders on March 14, 2019. Following the merger, Edge will operate as “PDS Biotechnology Corporation” and the stock will trade on the Nasdaq Capital Market beginning on March 18, 2019 under the ticker symbol "PDSB."

In connection with the closing of the merger, Edge effected a 20-1 reverse split of its common stock. Shares of the combined company's common stock will begin trading on a split-adjusted basis under the new ticker symbol on the Nasdaq Capital Market on March 18, 2019. Immediately following the completion of the merger and the reverse stock split, the total number of issued and outstanding shares of the combined company’s common stock will be 5,348,174, with pre-merger PDS Biotechnology stockholders collectively owning approximately 70% of the issued and outstanding common stock of the combined company and pre-merger Edge stockholders owning approximately 30% of the issued and outstanding common stock of the combined company. The combined company’s cash and cash equivalents, following the closing of the merger, were approximately $25 million.

“With the merger complete, we are very excited about the future of PDS Biotechnology. Moving forward as a public company, we have assembled an experienced and accomplished leadership team to guide the company into the future. We also now have the ability to access the capital markets as we demonstrate the potential of the Versamune ® platform to overcome some of the key obstacles facing immunotherapy, and progress our lead asset toward commercialization,” said Frank K. Bedu-Addo Ph.D., Chief Executive Officer of the combined company. “As we look ahead, we have some important milestones on the horizon. We expect to initiate two phase 2 human clinical studies and a potential registration trial for our lead asset, PDS0101, in the fourth quarter of 2019. These studies are expected to evaluate PDS0101 monotherapy for the treatment of high grade cervical dysplasia, and PDS0101 in combination with Keytruda® for the treatment of head and neck cancer.”

About PDS Biotechnology
PDS Biotechnology is a clinical stage immuno-oncology company with a growing pipeline of clinical-stage immunotherapies to treat various early-stage and late-stage cancers, including head and neck cancer, prostate cancer, breast cancer, cervical cancer, anal cancer, and other cancers.
 

PDS Biotechnology’s lead product candidate, PDS0101, is an off the shelf immunotherapeutic that is administered by subcutaneous injection. PDS0101 has demonstrated potent in-vivo induction of the critical phenotype of tumor-attacking killer (CD8) T-cells, and induction of memory T-cells, in a human Phase 1/2a clinical study. No dose-limiting toxicities were observed in that Phase 1/2a study, suggesting potential for a rare combination of potency and safety in the cancer-treating immunotherapeutic product class. Previous PDS0101 preclinical studies also demonstrated potent CD8 T-cell induction, as well as the ability to completely cure advanced HPV-positive tumors with low doses of the immunotherapy.

For additional information about PDS, please visit www.pdsbiotech.com .

About Versamune®
Versamune® is a proprietary, clinical stage, synthetic lipid-based immunotherapy platform. PDS’s pipeline of Versamune®-based products, which are all administered by subcutaneous injection, provides strong activation of type I interferon genes. The Versamune® mechanism of action also involves effective presentation of tumor antigens via the MHC Class I pathway. These two mechanisms together promote strong in-vivo induction of polyfunctional tumor-targeting CD8+ T-cells. This result, as well as a high degree of safety, was confirmed in the PDS0101 Phase 1/2a human clinical trial.

Versamune®-based immunotherapies have been demonstrated to alter the tumor micro-environment in preclinical mechanism of action studies, thus further enhancing the ability of Versamune®-induced T-cells to effectively kill tumor cells. Versamune® is now being applied to the development of multiple clinical-stage cancer products, including those intended to address both early and late-stage cancer indications as monotherapies, as well as combinations with other successful immuno-oncology approaches such as checkpoint inhibitors.

Forward Looking Statements

This communication contains forward-looking statements (including within the meaning of Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the United States Securities Act of 1933, as amended) concerning the combined company and other matters. These statements may discuss goals, intentions and expectations as to future plans, trends, events, results of operations or financial condition, or otherwise, based on current beliefs of the management of the combined company, as well as assumptions made by, and information currently available to, management. Forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “may,” “will,” “should,” “would,” “expect,” “anticipate,” “plan,” “likely,” “believe,” “estimate,” “project,” “intend,” and other similar expressions among others. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties and are not guarantees of future performance. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation: the ability of the combined company to integrate Edge and PDS Biotechnology following the merger, the ability of the combined company to protect its intellectual property rights; competitive responses to the completion of the merger; potential adverse reactions or changes to business relationships resulting from the completion of the merger; the ability of the combined company to access capital markets, the timing for the combined company to initiate two clinical trials for its lead asset, PDS0101, and legislative, regulatory, political and economic developments. The foregoing review of important factors that could cause actual events to differ from expectations should not be construed as exhaustive and should be read in conjunction with statements that are included herein and elsewhere, including the risk factors included in Edge’s S-4 relating to the merger as well as its periodic reports filed with the SEC. Except as required by applicable law, the combined company undertakes no obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.
 

Media & Investor Relations Contact:
Lee Roth
The Ruth Group
Phone: +1-646-536-7012
Email: lroth@theruthgroup.com