UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 19, 2020


PDS BIOTECHNOLOGY CORPORATION
(Exact Name of Registrant as Specified in Charter)

Delaware
001-37568
26-4231384
     
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
 
303A College Road East
Princeton, NJ 08540
(Address of Principal Executive Offices, and Zip Code)
 
(800) 208-3343
Registrant’s Telephone Number, Including Area Code

(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 communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 

☐
Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
 
Common Stock, par value $0.00033 per share
PDSB
The Nasdaq Capital Market
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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.

On March 19, 2020, Andrew Saik submitted his resignation effective as of March 20, 2020 from the board of directors (the “Board”) of PDS Biotechnology Corporation (“PDS”) and as Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer of PDS in order to pursue other professional endeavors.  Mr. Saik acknowledged that his resignation is not the result of any disagreement relating to PDS’s operations, policies or practices.

On March 23, 2020, the Board appointed Janetta Trochimiuk, PDS’s Controller, as interim Principal Accounting Officer and Frank Bedu-Addo, Ph.D., PDS’s President and Chief Executive Officer, as interim Principal Financial Officer.

Ms. Trochimiuk, age 57, joined PDS as Controller in December 2019.  Ms. Trochimiuk has more than 20 years of experience as a Controller or Chief Financial Officer at various corporations. Prior to joining PDS, Ms. Trochimiuk served as Controller at Delcath Systems, Inc., located in New York, New York from April 2017 to July 2019, Controller and Chief Financial Officer of Westwood Consulting Group, LLC from October 2012 to January 2017, regional Chief Financial Officer at Ceragon Networks, Inc. from January 2009 to October 2012, and Controller North America at Olam Americas, Inc. from November 2005 to September 2007. Ms. Trochimiuk holds a Bachelor of Business Administration from Bernard M. Baruch College and is a licensed CPA. Ms. Trochimiuk serves as an elected council member with the Borough of Hillsdale in New Jersey , with a three year term ending December of 2022.

There are no family relationships between Ms. Trochimiuk and any of PDS’s directors or other executive officers. There are no arrangements or understandings between Ms. Trochimiuk and any other persons or entities pursuant to which she has been appointed as interim Principal Accounting Officer.

Ms. Trochimiuk will continue to receive a base salary of $185,000 per year and will continue to be eligible for equity awards under the Company’s Amended and Restated 2014 Equity Incentive Plan. Ms. Trochimiuk did not receive any equity awards in connection with her promotion.

Item 8.01
Other Events.

On March 23, 2020, PDS announced the resignation of Andrew Saik from the board of directors of PDS and as Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer of PDS.  The full text of the press release is filed as Exhibit 99.1 hereto and incorporated herein by reference.

Item 9.01
Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number
 
Description
     
 
Press release dated March 23, 2020.

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.
 
 
PDS BIOTECHNOLOGY CORPORATION
   
Date: March 23, 2020
By: /s/ Frank Bedu-Addo, Ph.D.
 
Name: Frank Bedu-Addo, Ph.D.
 
Title: President and Chief Executive Officer
 
Exhibit 99.1



PDS Biotechnology Announces Resignation of Andrew Saik as CFO

Princeton, NJ, March 23, 2020 - PDS Biotechnology Corporation (Nasdaq: PDSB), a clinical-stage immuno-oncology company developing multiple therapies based on the Company’s proprietary Versamune® T-cell activating technology, today announced that Andrew Saik has resigned as the Company’s Chief Financial Officer (CFO) and a director of the board to pursue other professional opportunities, effective immediately.  Mr. Saik joined PDS Biotech following the merger with Edge Therapeutics in March 2019, where he was the CFO. The board of directors has initiated a search to identify a successor.

The Company's board of directors has appointed Frank Bedu-Addo, Ph.D., the Company’s President and Chief Executive Officer, as interim Principal Financial Officer and Janetta Trochimiuk, PDS Biotech’s Controller as interim Principal Accounting Officer until a permanent replacement has been named.  Ms. Trochimiuk is a seasoned finance professional with over 20 years of experience, serving as Controller and CFO of private and publicly listed companies. Ms. Trochimiuk holds a Bachelor of Business Administration from Bernard M. Baruch College and is a licensed CPA.

“On behalf of our board of directors, we would like to thank Andrew for his service and contributions as we transitioned to a public company and successfully bolstered our balance sheet with the recent capital raise based on our promising Versamune platform technology. We wish him continued success in his future endeavors and look forward to announcing a permanent successor in the near term,” said Dr. Frank Bedu-Addo, CEO of PDS Biotech.

About PDS Biotechnology
PDS Biotech is a clinical-stage immuno-oncology company developing multiple therapies based on the Company’s proprietary Versamune® T-cell activating technology platform.  The Versamune® platform effectively delivers tumor-specific antigens for in vivo uptake and processing, while also activating a critical immunological pathway, the type 1 interferon pathway, thus resulting in the production of potent tumor-specific killer T-cells.  Using Versamune®, PDS Biotech is engineering therapies designed to better recognize cancer cells and break down their defense systems to effectively attack and destroy tumors.  PDS Biotech’s pipeline combines the Versamune® technology with tumor-specific antigens across several cancer types.  To learn more, please visit www.pdsbiotech.com or follow us on Twitter at @PDSBiotech.

About PDS0101
PDS Biotech’s lead candidate, PDS0101, combines the utility of the Versamune® platform with targeted antigens in HPV-expressing cancers.  In partnership with Merck, PDS Biotech is advancing a combination of PDS0101 and KEYTRUDA® to a Phase 2 study in first line treatment of recurrent or metastatic head and neck cancer.  In partnership with the National Cancer Institute (NCI), PDS Biotech is also advancing a combination of PDS0101 and two clinical stage immunotherapies to a Phase 2 study in advanced HPV-associated cancers.  A third phase 2 study is to be performed in advanced localized cervical cancer combining PDS0101 with the chemoradiotherapy, which is the standard of care.


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 PDS Biotechnology Corporation (the “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 Company’s management, 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 Company’s ability to protect its intellectual property rights; potential adverse reactions or changes to business relationships resulting from the  resignation of the Company’s Chief Financial Officer or the Company’s ability to find a replacement Chief Financial Officerthe Company’s anticipated capital requirements, including the Company’s anticipated cash runway and the Company’s current expectations regarding its plans for future equity financings; the timing for the Company or its partners to initiate the planned clinical trials for its lead assets, PDS0101 and PDS0102; the Company’s interpretation of the results of its Phase 1 trial for PDS0101 and whether such results are sufficient to support additional trials or the future success of such trials; the successful implementation of the Company’s research and development programs and collaborations, including any collaboration studies concerning PDS0101 and the Company’s interpretation of the results and findings of such programs and collaborations and whether such results are sufficient to support the future success of the Company’s product candidates; the acceptance by the market of the Company’s product candidates, if approved; the timing of and the Company’s ability to obtain and maintain U.S. Food and Drug Administration or other regulatory authority approval of, or other action with respect to, the Company’s product candidates; and other factors, including legislative, regulatory, political and economic developments not within the Company’s control, including unforeseen circumstances or other disruptions to normal business operations arising from or related to COVID-19. 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 the Company’s annual and periodic reports filed with the SEC. The forward-looking statements are made only as of the date of this press release and, except as required by applicable law, the 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:

Deanne Randolph
PDS Biotech
Phone: +1 (908) 517-3613
Email: drandolph@pdsbiotech.com

Tram Bui / Alexander Lobo
The Ruth Group
Phone: +1 (646) 536-7035 / +1 (646) 536-7037
Email: tbui@theruthgroup.com / alobo@theruthgroup.com