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): September 30,
2021
PDS BIOTECHNOLOGY CORPORATION
(Exact Name of Registrant as Specified in Charter)
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Delaware
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001-37568
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26-4231384
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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25B Vreeland Road, Suite
300, Florham Park, NJ 07932
(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):
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☐
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Written communication pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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Pre-commencement communication pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communication pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.00033 per share
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PDSB
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The Nasdaq
Capital Market
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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.
Yes ☐
No ☐
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Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
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On September 30, 2021, PDS Biotechnology Corporation (the
“Company”) delivered a
notice of termination without cause to Seth Van Voorhees and
removed him from his position as the Company’s Chief Financial
Officer, principal financial officer and principal accounting
officer. The Company and Mr. Van Voorhees are continuing to discuss
the terms of Mr. Van Voorhees separation from the Company.
Frank Bedu-Addo, the Company’s Chief Executive Officer, will serve
as the Company’s interim principal financial officer, and Janetta
Trochimiuk, the Company’s controller, will serve as the interim
principal accounting officer, in each case, until the Effective
Date (as defined below).
On October 4, 2021, the Company entered into an Executive
Employment Agreement with Matthew Hill (the “Employment Agreement”),
pursuant to which Mr. Hill will be appointed as the Company’s Chief
Financial Officer, effective as of October 18, 2021 (the
“Effective Date”).
On the Effective Date, Mr. Hill will serve as the Company’s
principal financial officer and principal accounting officer.
Mr. Hill, age 53, previously served as the Chief Financial Officer
of Strata Skin Sciences (Nasdaq: SSKN), where he led the financial
vision and strategy for the medical device company from May 2018
through October 2021. Immediately prior to joining Strata
Skin Sciences, Mr. Hill served as the Chief Financial Officer of SS
White Burs, Inc., a privately held medical device manufacturer,
from May 2010 until May 2018. Mr. Hill also served as the
Chief Financial Officer of Velcera (Nasdaq: VLCR) prior to its
acquisition by the Perrigo Company, and EP Medsystems (Nasdaq:
EMPD) prior to its acquisition by St. Jude Medical, where he also
served as the VP of Operations. Mr. Hill holds a Bachelor of
Science in accounting from Lehigh University.
There are no family relationships between Mr. Hill and any of the
Company’s directors or other executive officers. There are no
arrangements or understandings between Mr. Hill and any other
persons or entities pursuant to which he has been appointed
as Chief
Financial Officer and Mr. Hill has no
direct or indirect interest in any transaction or proposed
transaction required to be disclosed pursuant to Item 404(a) of
Regulation S-K.
Under the terms of the Employment Agreement, Mr. Hill will receive
an annual salary of $350,000, which is subject to adjustment at the
discretion of the Board of Directors of the Company (the
“Board”). Mr. Hill
is also eligible for an annual performance bonus of 35% of his base
salary, as determined by the Board or the Compensation Committee of
the Board, provided that Mr. Hill remains employed with the Company
on the last day of the relevant performance period. The
Employment Agreement further provides that if Mr. Hill’s employment
is terminated by the Company without cause or if he resigns for
good reason, then, Mr. Hill will be entitled to receive (i) a
severance payment equal to twelve months’ of his then-current base
salary and (ii) reimbursement for health care continuation (COBRA)
premiums for up to 12 months following the date of his termination.
The Employment Agreement contains customary non-competition and
non-solicitation covenants, as well as an invention assignment
agreement.
The foregoing summary of the Employment Agreement does not purport
to be complete and is subject to, and qualified in its entirety by,
the full text of the Employment Agreement, which is filed as
Exhibit 10.1 hereto and incorporated herein by reference.
On the first trading day after the Effective Date, Mr. Hill will
receive an option to purchase 202,800 shares of the Company’s
common stock, par value $0.00033 per share, pursuant to the
inducement grant exception under Nasdaq Rule 5635(c)(4) under the
PDS Biotechnology Corporation 2019 Inducement Plan, as amended (the
“Options”) as an
inducement material to Mr. Hill’s acceptance of employment with the
Company. The Options will have an exercise price equal to the fair
market value on the date of grant and will vest over four years,
with 25% vesting on October 18, 2022 and the remaining 75% vesting
in 36 equal monthly installments thereafter, subject to Mr. Hill’s
continued service to the Company through each vesting date.
On October 4, 2021, the Company issued a press release
announcing the completion of
enrollment for the first stage of the checkpoint inhibitor naïve
arm of its VERSATILE-002 Phase 2 study for the treatment of
recurrent and/or metastatic human papillomavirus (HPV16)-associated
head and neck cancer. A copy of the press release is filed as
Exhibit 99.1 hereto and incorporated by reference herein.
On October 6, 2021, the Company issued a press release announcing
the appointment of Mr. Hill as Chief Financial Officer. A copy of
the press release is filed herewith as Exhibit 99.2. and
incorporated by reference herein.
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Item 9.01 |
Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit
Number
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Description
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Executive Employment Agreement by and between PDS Biotechnology
Corporation and Matthew
Hill, dated as of October 4, 2021.
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Press Release dated October 4, 2021.
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Press release dated October 6, 2021.
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104
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Cover Page Interactive Data File - the cover page interactive date
file does not appear in the Interactive Date File because its XBRL
tags are embedded within the Inline XBRL document.
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*
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Certain portions of the Exhibit have been redacted pursuant to Item
601(b)(10)(iv) of Regulation S-K.
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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.
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PDS BIOTECHNOLOGY CORPORATION
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Date: October 6, 2021
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By:
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/s/ Frank Bedu-Addo,
Ph.D.
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Name:
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Frank Bedu-Addo, Ph.D.
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Title:
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President and Chief Executive Officer
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