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
January 19, 2022
Date of Report (Date of earliest event reported)
PDS Biotechnology Corporation
(Exact name of
registrant as specified in its 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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(IRS Employer
Identification No.)
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25B Vreeland Road, Suite 300
Florham Park, NJ
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07932
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(Address of
Principal Executive Offices)
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(Zip
Code)
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(800)
208-3343
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Registrant’s
telephone number, including area code
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(Former name
or former address if changed since last report,)
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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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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:
☐
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement communications
pursuant to Rule 13e-4© under the Exchange Act (17 CFR
240.13e-4(c))
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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.
☐
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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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(e)
PDS Biotechnology Corporation (the “Company”) held a special
meeting of stockholders on January 19, 2022 (the “Special
Meeting”).
As previously disclosed, on December 8, 2020, the Board of
Directors of the Company (the “Board”) approved the Second Amended
and Restated PDS Biotechnology Corporation 2014 Equity Inventive
Plan (the “2014 Plan”), subject to stockholder approval at the
Company’s 2021 annual meeting of stockholders (the “2021 Annual
Meeting of Stockholders”). The 2014 Plan was previously submitted
for consideration by the Company’s stockholders at the 2021 Annual
Meeting of Stockholders. At the 2021 Annual Meeting of
Stockholders, the Company determined that the proposal to approve
the 2014 Plan received the requisite number of votes for approval.
As part of this determination, broker non-votes were treated as
having no effect on the outcome of this proposal. Following the
2021 Annual Meeting of Stockholders, a complaint (the “Complaint”)
was filed in the Court of Chancery of the State of Delaware (C.A.
No. 2021-0644 JRS) against the Company, certain executive officers
of the Company, and the members of the Board, in which it was
alleged that, under the voting standard contained in the Company’s
bylaws in effect at the time of the 2021 Annual Meeting of
Stockholders, broker non-votes should have been treated as a vote
“AGAINST” the proposal. If the broker non-votes were treated as a
vote “AGAINST,” the proposal would not have been approved at the
2021 Annual Meeting of Stockholders.
Although the Company does not believe that the interpretation
reflected in the Complaint regarding the bylaws of the Company that
were in effect as of the time of the 2021 Annual Meeting of
Stockholders was correct, in an effort to resolve any ambiguity
regarding the approval of the 2014 Plan at the 2021 Annual Meeting
of Stockholders raised by the Complaint, the Company asked its
stockholders, at the Special Meeting, to ratify the prior approval
of the 2014 Plan, which was adopted at the 2021 Annual Meeting of
Stockholders.
At the Special Meeting, the stockholders of the Company voted in
favor of the ratification of the prior approval of the 2014 Plan,
which was adopted at the 2021 Annual Meeting of Stockholders.
A copy of the 2014 Plan is filed as Exhibit 10.1 hereto and is
incorporated by reference herein.
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Item 5.07 |
Submission of
Matters to a Vote of Security Holders.
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At the Special Meeting, the following proposal was submitted to the
stockholders of the Company: a proposal to ratify the prior
approval of the Second Amended and Restated PDS Biotechnology
Corporation 2014 Equity Incentive Plan,
which was adopted at the
Company’s 2021 annual meeting of stockholders.
For more information about the foregoing proposal, see the
Company’s definitive proxy statement on Schedule 14A filed with the
United States Securities and Exchange Commission on December 16,
2021. Of the 28,437,940 shares of the Company’s common stock
entitled to vote at the Special Meeting, 15,698,729 shares, or
approximately 55.20%, were represented at the Special Meeting in
person or by proxy, constituting a quorum.
The number of votes cast for, against or withheld, as well as
abstentions in respect of the proposal is set forth below.
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Proposal 1: |
Ratification
of the prior approval of the Second Amended and Restated PDS
Biotechnology Corporation 2014 Equity Incentive Plan, which was
adopted at the Company’s 2021 annual meeting of stockholders.
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The Company’s stockholders ratified the prior approval of the
Second Amended and Restated PDS Biotechnology Corporation 2014
Equity Incentive Plan, which was adopted at the Company’s 2021
annual meeting of stockholders. The votes regarding this proposal
were as follows:
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Votes
For
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Votes
Against
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Votes
Abstaining
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Broker Non-Votes
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14,471,905
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1,046,389
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180,435
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0
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