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
June 17, 2021
Date of Report (Date of earliest event reported)

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
 
(IRS Employer Identification No.)

25B Vreeland Road, Suite 300
Florham Park, NJ
 
07932
(Address of Principal Executive Offices)
 
(Zip Code)

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

 
(Former name or former address if changed since last report,)
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

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:

☐
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© 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 as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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.

(e)

Second Amended and Restated PDS Biotechnology Corporation 2014 Equity Inventive Plan

PDS Biotechnology Corporation (the “Company”) held its 2021 annual meeting of stockholders on June 17, 2021 (the “Annual Meeting”). As previously disclosed, on December 8, 2020, the Board of Directors of the Company adopted, subject to stockholder approval, the Second Amended and Restated PDS Biotechnology Corporation 2014 Equity Inventive Plan (the “Restated Plan”), which would amend and restate the Amended and Restated PDS Biotechnology Corporation 2014 Equity Incentive Plan (the “Current Plan”). The stockholders voted to approve the Restated Plan at the Annual Meeting.  The Restated Plan is identical to the Current Plan in all material respects, except as follows: (a) the number of shares of Common Stock authorized for issuance under the Restated Plan will increase from 826,292 shares to 3,339,243 shares, plus the total number of shares that remained available for issuance, that are not covered by outstanding awards issued under the Current Plan, immediately prior to December 8, 2020; and (b) the Restated Plan will terminate on December 7, 2030, unless earlier terminated. The foregoing description of the Restated Plan does not purport to be complete, and is qualified in its entirety by reference to the full text of the Restated Plan, which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.

Amendment to Employment Agreement

The Company entered into an Amendment to Employment Agreement with Gregory Conn, Ph.D., its Chief Medical Officer, effective as of June 17, 2021 (the “Amendment”). The Amendment reduced Dr. Conn’s base salary to $120,000 per year.  The Amendment further amended the terms of Dr. Conn’s employment with the Company to provide that Dr. Conn is only required to work or otherwise provide services to the Company for a minimum of/up to 30 hours per week. The foregoing description of the Amendment does not purport to be complete, and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.2 hereto and is incorporated by reference herein.

Item 5.07
Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the following proposals were submitted to the stockholders of the Company:

Proposal 1:
A proposal to elect Frank Bedu-Addo, Ph.D. and Otis Brawley, M.D. to serve as Class C directors until the Company’s 2024 annual meeting of stockholders or until their successors are duly elected and qualified.
Proposal 2:
A proposal to ratify the appointment of KPMG US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021.
Proposal 3:
A proposal to approve the Second Amended and Restated PDS Biotechnology Corporation 2014 Equity Incentive Plan.
Proposal 4:
A proposal to approve, by non-binding advisory vote, the compensation of the Company’s named executive officers.
Proposal 5:
A proposal to approve, by non-binding advisory vote, the frequency of future votes on the compensation of the Company’s named executive officers.

For more information about the foregoing proposals, see the Company’s definitive proxy statement on Schedule 14A filed with the United States Securities and Exchange Commission on April 29, 2021. Of the 22,278,261 shares of the Company’s common stock entitled to vote at the Annual Meeting, 14,878,635 shares, or approximately 66.78%, were represented at the Annual Meeting in person or by proxy, constituting a quorum. The number of votes cast for, against or withheld, as well as abstentions and broker non-votes, if applicable, in respect of each such proposal is set forth below.

Proposal 1:
Election of Class C Directors.

The Company’s stockholders elected the following directors to serve as Class C directors until the 2024 annual meeting of stockholders of the Company or until their successors are duly elected and qualified. The votes regarding the election of the directors were as follows:

Director
 
Votes For
 
Votes Withheld
 
Broker Non-Votes
Frank Bedu-Addo, Ph.D.
 
6,535,593
 
1,316,432
 
7,026,610
Otis Brawley, M.D.
 
7,811,423
 
40,602
 
7,026,610

Proposal 2:
Ratification of Appointment KPMG US LLP

The Company’s stockholders ratified the appointment of KPMG US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021. The votes regarding this proposal were as follows:

Votes For
 
Votes Against
 
Votes Abstaining
 
Broker Non-Votes
14,737,803
 
103,499
 
37,333
 
0

Proposal 3:
Approval of the Second Amended and Restated PDS Biotechnology Corporation 2014 Equity Incentive Plan.

The Company’s stockholders voted to approve the Second Amended and Restated PDS Biotechnology Corporation 2014 Equity Incentive Plan. The votes regarding this proposal were as follows:

Votes For
 
Votes Against
 
Votes Abstaining
 
Broker Non-Votes
7,117,335
 
706,154
 
28,536
 
7,026,610

Proposal 4:
Approval, by non-binding advisory vote, of the compensation of the Company’s named executive officers.

The Company’s stockholders voted to approve, by non-binding advisory vote, the compensation of the Company’s named executive officers. The votes regarding this proposal were as follows:

Votes For
 
Votes Against
 
Votes Abstaining
 
Broker Non-Votes
7,113,292
 
705,969
 
32,764
 
7,026,610

Proposal 5:
Approval, by non-binding advisory vote, of the frequency of future votes on the compensation of the Company’s named executive officers.

The Company’s stockholders voted to approve, by non-binding advisory vote, the frequency of future votes on the compensation of the Company’s named executive officers. The votes regarding this proposal were as follows:

1 Year
 
2 Years
 
3 Years
 
Abstain
 
Broker Non-Votes
7,055,547
 
655,047
 
120,744
 
20,687
 
7,026,610

Item 9.01
Financial Statements and Exhibits.

(d)
Exhibits.

Exhibit
Number
Description
Second Amended and Restated PDS Biotechnology Corporation 2014 Equity Incentive Plan (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K on December 9, 2020, and incorporated by reference herein).
Amendment to Employment Agreement by and between PDS Biotechnology Corporation and Gregory Conn, Ph.D., effective as of June 17, 2021.

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: June 21, 2021
By:
/s/ Frank Bedu-Addo, Ph.D.
   
Name: Frank Bedu-Addo, Ph.D.
   
Title: President and Chief Executive Officer


Exhibit 10.2

AMENDMENT TO EMPLOYMENT AGREEMENT

This Amendment (the “Amendment”) to that certain Employment Agreement between PDS Biotechnology Corporation (the “Company”) and Gregory Conn (the “Executive”) dated June 1, 2019 (the “Employment Agreement”), is made effective June 17, 2021 (the “Amendment Effective Date”) by and between the Company and the Executive.  All defined terms utilized in this Amendment shall have the same meaning as defined in the Employment Agreement, except as otherwise specifically provided herein.

WHEREAS, the Executive is currently employed as the Company’s Chief Scientific Officer pursuant to the Employment Agreement; and

WHEREAS, as of the Amendment Effective Date, the Executive and the Company wish to amend the Employment Agreement pursuant to the terms and conditions of this Amendment.

NOW THEREFORE, in consideration of good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and pursuant to Section V.D. of the Employment Agreement, the Executive and the Company agree as follows:

1.          Effective as of the Amendment Effective Date, the Employment Agreement shall be amended as follows:

1.1.          Section II.A. of the Employment Agreement is hereby deleted in its entirety and replaced with the following:

“A.          Base Salary

Executive’s base salary will be $120,000 per year (the “Base Salary”).  The Board will, within every six (6) month period, review Executive’s salary and options grants, as described in Section C below, and future changes in compensation, if any, will be made by the Board in its sole and absolute discretion.  At the beginning of every calendar year Executive and the Company’s Chief Executive Officer will agree on the number of months to be spent by Executive at the Company and Executive’s salary will be adjusted accordingly (as determined by the Board in its sole discretion).  Executive shall work or otherwise provide services for the Company for a minimum of / up to thirty (30) hours per week.”

2.          Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Employment Agreement.

3.          The Executive acknowledges and agrees that the changes set forth in this Amendment are by mutual agreement of the Executive and the Company and nothing contained herein and no changes contemplated hereby constitute “Good Reason” (as defined in the Employment Agreement).

4.          All other provisions contained in the Employment Agreement are hereby ratified and remain in full force and effect except to the extent set forth in this Amendment, and the Employment Agreement, as amended by this Amendment, constitutes the full and entire understanding and agreement between the parties with regard to the subject matter hereof and no party shall be liable or bound to the other in any manner by any oral or written representations, warranties, covenants or agreements as to the subject matter hereof except as specifically set forth herein; provided that, for purposes of clarity, nothing contained herein shall supersede or modify any equity awards and/or grant agreements in place between the Executive and the Company.  All references to the “Agreement” in the Employment Agreement shall mean the Employment Agreement as amended by this Amendment.  Any conflict or ambiguity that arises between this Amendment and the Employment Agreement shall be resolved in favor of this Amendment.

1
5.          This Amendment shall be effective as of the Amendment Effective Date.  This Amendment may be executed in any number of counterparts, each of which shall be deemed an original as against any party whose signature appears thereon, and all of which together shall constitute one and the same instrument, which counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

[Signature Page Follows]

2
IN WITNESS WHEREOF, the Company and the Executive have hereby executed and entered into this Amendment as of the date first written above.

PDS BIOTECHNOLOGY CORPORATION



By: /s/ Frank Bedu-Addo, Ph.D.
Name: Frank Bedu-Addo, Ph.D.
Title: President and Chief Executive Officer


EXECUTIVE

    
/s/ Gregory Conn


Gregory Conn