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): April 8, 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 April 8, 2020, the Board of Directors (the “Board”) of PDS Biotechnology Corporation (the “Company”), based upon the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Ilian Iliev, Ph.D., as a director and new member of the Board, effective April 8, 2020. Dr. Iliev was presented to the Board as a designee for approval by NetScientific plc (“NetScientific”), pursuant to the Board designee rights granted to NetScientific in connection with the Company’s February 2020 public offering, as previously disclosed. Based on his relationship with NetScientific, the Board determined that Dr. Iliev is not an independent director, as determined in accordance with the applicable rules and regulations of the Securities and Exchange Commission and the Nasdaq Stock Market. Accordingly, Dr. Iliev will not serve on any of the Board’s committees.

Dr. Iliev, age 44, has served as a Managing Director of EMV Capital since September 2018, a London-based investor in B2B companies in the healthcare, transportation, energy and technology sectors.  Dr. Iliev spun EMV Capital out of EcoMachines Ventures, which he co-founded in March 2013. From September 2006 through January 2013, Dr. Iliev served as the Chief Executive Officer and co-founder of CambridgeIP Ltd, a market- leading technology business intelligence provider in the United Kingdom and has served as a Founder Director of CambridgeIp Ltd since February 2013. Dr. Iliev also currently serves as a Non-Executive Director of NetScientific plc, a transatlantic healthcare IP commercialization group that funds and develops companies that are working to significantly improve the health and well-being of people with chronic diseases. Dr. Iliev also serves on the Board of Directors of Sofant Technologies, Pointgrab, Q-Bot, Vortex Biosciences and Wanda Health. Dr. Iliev holds a Ph.D. from Cambridge University’s Judge Business School, focused on Venture Capital business models in emerging economies. Dr. Iliev also received a Master of Commerce in Economics, and Bachelor of Arts in Politics, Economics and International Relations from the University of Witwatersrand.

Except as noted above, there are no arrangements or understandings between Dr. Iliev and any other persons pursuant to which he was chosen as a director of the Company. There are no family relationships between Dr. Iliev and any of the Company’s directors, executive officers, or persons nominated or chosen by the Company to become a director or executive officer. Dr. Iliev is not a party to any current or proposed transaction with the Company for which disclosure is required under Item 404(a) of Regulation S-K.

On April 8, 2020, Dr. Iliev was granted an option to purchase 4,500 shares of the Company’s common stock at an exercise price of $0.72 per share, which was the closing price of the Company’s common stock on the Nasdaq Capital Market on the date of grant. The option will vest in three equal annual installments of 1,500, each following the date of grant, subject to Dr. Iliev’s continuous service on the Board.

Item 8.01
Other Events.

On April 8, 2020, the Company issued a press release announcing the appointment of Dr. Iliev as a director. The full text of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01
Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number
 
Description
     
 
Press release dated April 9, 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: April 9, 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 Appoints Dr. Ilian Iliev to Board of Directors
 
Princeton, NJ, April 9, 2020 - PDS Biotechnology Corporation (“PDS Biotechnology”) (Nasdaq: PDSB), a clinical-stage immuno-oncology company developing multiple therapies based on T-cell activating technology called Versamune® today announced that it has appointed Ilian Iliev, Ph.D. to its Board of Directors.
 
“We are very pleased to welcome Dr. Iliev to the Board of Directors. He brings a wealth of experience to PDS Biotech as a recognized entrepreneur and venture capitalist across multiple industries, including healthcare,” commented Steve Glover, Chairman of the Board of PDS Biotech. “Together, we will help guide PDS Biotech through its near and long-term milestones as we advance our programs in infectious disease and immuno-oncology with leading research institutions and pharmaceutical companies.”

Currently, Dr. Iliev is a Managing Director of EMV Capital, a London-based investor in B2B companies in the healthcare, transportation, energy and technology sectors. Previously he founded CambridgeIP, a boutique consultancy focused on IP commercialization based out of Cambridge, UK and working with clients in healthcare, energy and other sectors. Dr. Iliev is a Board Member of NetScientific PLC, a transatlantic healthcare IP commercialization group that funds and develops companies that are working to significantly improve the health and well-being of people with chronic diseases. He also serves on the Board of Directors of Sofant Technologies, Pointgrab, Q-Bot, Glycotest, Vortex Biosciences and Wanda Health.

Dr. Iliev holds a Ph.D. from Cambridge University’s Judge Business School, focused on Venture Capital business models in emerging economies. He also received a Master of Commerce in Economics, and Bachelor of Arts in Politics, Economics and International Relations from the University of Witwatersrand. He has published widely on entrepreneurship, venture capital, and market trends in healthcare and energy and is an Associate Fellow at the Royal Institute of International Affairs

About PDS Biotechnology

PDS Biotech is a clinical-stage immunotherapy company with a growing pipeline of infectious disease vaccines and cancer immunotherapy based on the Company’s proprietary Versamune® T-cell activating technology platform. The Versamune® platform effectively delivers disease-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 both neutralizing antibodies and potent disease-specific killer T-cells. Using Versamune®, PDS Biotech is engineering therapies designed to better recognize disease cells to effectively attack and destroy them. PDS Biotech’s pipeline combines the Versamune® technology with disease-specific antigens across several therapeutic areas. To learn more, please visit www.pdsbiotech.com or follow us on Twitter at @PDSBiotech.



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